1998-399 NOTE Change Order One - Ordinance 2000-103
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PERSONAL
SERVICES CONTRACT WITH ROGER WILKINSON TO PROVIDE TECHNICAL
SUPPORT FOR THE ACQUISITION OF RIGHT-OF-WAY PARCELS AND UTILITY
EASEMENTS RELATING TO THE U S HIGHWAY 77 PROJECT, AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Denton wishes to contract with Roger Wfllanson to provide
personal services with regard to the acquisition of (1) right-of-way parcels and (2) public utility
easements for the Utility ReloeaUon Phase, for the U S Highway 77 Project, and
WHEREAS, a Personal Services Contract ,s exempt from competmve bidding ~n
accordance with Tex Loc Gov't Code §252 002(a)(4), and
WHEREAS, the City Council deems it ~n the public interest to authorize the City
Manager to enter into a Personal Services Contract wah Roger Wilkinson for the above-
mentioned acqmsmon serv,ees, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I. That the City Manager is hereby authorized to enter into a Personal
Services Contract with Roger Wfllanson, substantially in the form of the attached Contract,
wluch is made a part of this ordinance for all purposes, to provide (1) right-of-way parcels and
(2) pubhe utility easements for the Utility Relocation Phase, for the U S Highway 77 Project
SECTION II That the City Manager is hereby authorized to make the expenditures as
outhned in the attached Contract
SECTION III. That ttus ordmance shall become effective ~mmedlately upon its passage
and approval
PASSED AND APPROVED tbas the /~'~ dayof ~~,,1998
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
Page 2
EMPLOYMENT CONTRACT FOR
PERSONAL SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
This Agreement, made and entered into this /~day of ~1998, by
and between Roger Wilkinson, , herema~er referred to as "Consultant," and
the City of Denton, a Texas Mumclpal Corporation, 215 East McKm~ey, Denton, Texas 76201,
hereinafter referred to as "City"
WITNESSETH
WHEREAS, the City needs to employ Roger W, llanson, the former Engineering Tech
Supervisor, to assist the City, and
WHEREAS, the Consultant m the former Engineering Tcch Supervisor for the City, and
has over twenty-five years of experience m working with the City's nght-of-way-serv~cas, and
has umque quahfieatmns and experience that no other person can offer the City during flus
period of tune,
NOW, THEREFORE, m conslderatmn of the promises and mutual obhgat~ons berem,
the pert~es hereto do mutually agree as follows
L Sco~ne of Services: The Consultant shall perform the following personal services m a
professional manner working as an independent contractor not under the &rect supervision and
control of the City
A. Consultant will provide, without lunltatmn, the following services
I Technical support specifically for the acqmsmon of nght-of-way parcels for
the pending U S Highway 77 Project, the hmlts for the project being from
I H 35 to U S 380 (Umverslty Dnve)
2 Techmcal support specifically for the acqmsmon of Public Utility Easements
for the Utahty Relocaiaon Phase for the pending U S Highway 77 Project, the
hrmts for the project being from I H 35 to U S 380 (Umverslty Drive)
B The Consultant shall perform all the senates reqmred m a t~mely fasluon, and
shall complete same m compliance with schedules established by the City through
its City Manager, as appropriate to carry out the terms and conehtlons of flus
Agreement
IL Term: The term oftlus Agreement shall begin on November 6, 1998 and continue through
September 30, 1999 Tins Asreement may be sooner terminated m accordance with the
prowslons hereof Tune is of the essence of this Agreement, and the Consultant shall make all
reasonable efforts to complete the senaces set forth harem as expeditiously as possible and to
meet the schedules established by the City, through its City Manager
III. Comnensation and Method of Payment:
A The Consultant shall be prod at the rate of sixty dollars ($60 00) per hour,
and shall pro,ado at least forty hours per week of consulting services, and will be
available for additional consulting serwces as may be reqtured by the City
Manager The total compensation to be paid to the Consultant under ttus
Agreement shall not exceed One-Hundred and Twenty-Thousand Dollars
($120,000), unless the City Council approves adchtional compensation upon
request of the City Manager
B The Consultant shall devote the amount of time to flus matter necessary to
perform the seroces berem, but will try to reduce costs wherever possible The
Consultant shall bill the City through the submission of invoices, statements, and
other documentation, together with support data mdlcatmg the progress of the
work and the services performed on the basis of monthly statements showing
hourly rates m&catmg who performed the work, what type of work was done,
and dotmls of all senncas rendered, along with any reasonable and necessary out-
of-pocket expenses recurred
C Additionally, the City shall either pay d~rectly or reimburse the Consultant, as the
case may be, for reasonable and necessary out-of-pocket expenses, including but
not lumted to, telephone, telecopier, reproduction, postage, overmght courier,
velucle rmlenge($ 325 cents per mile), and travel All copies will be charged at
fifteen cents ($15) per copy for copies made within Consultant's offices, and as
much photocopying as possible will be done by outside vendors at bulk rates or
by the City to reduce costs If bulk copymg is necessary
D Upon completion of all serwces for a particular issue or transaction, the City shall
make payment to the Consultant witlun tlurty (30) days of the satisfactory
completion of servleeS and receipt of an invoice or statement The pames
anticipate invoices or statements for services will be generated on a monthly basis
and that smd mvolces or statements will be sent on or about the 15th day of ench
month All remlbursable expenses, including but not necessarily lmuted to l~vel,
lod~ng, and meals shall be prod at the actual cost, pursuant to the terms and
conditions heremabove set forth Ail mvoleeS and bills shall be approved by the
City Manager
E It is understood that the Consultant shall work under the coordination and general
supervision of the Clty MB_rlager.
F All notices, invoices, and payment shall be made m writing and may be given by
personal delivery or by ma~! Notices, invoices, and payments sent by mall shall
be addressed respectfully, lYhchael W .1'cz, City Manager, 215 E McKmney,
Denton, Texas 76201, or to Paul Wllhemson, Right-of-Way Agent, 221 North
Page 2
Elm Street. When so addressed, the notice, mvmce, and/or payment shall be
deemed given upon deposit m the Umtcd States Mini, postage prepaid In all
other instances, notices, mvmces, and/or payments shall be deemed given at the
tune of actual delivery. Changes may be made m the names and addresses of the
responsible person or office to whom notices, invoices, and/or payments are to be
sent, provided reasonable notice is given
IV. Professional Com_~etencv:
A The Consultant agrees that m the performance of these professional
sconces, Consultant shall be responsible to the level of competency end shall use
the same degree of skill and care presently memtamed by other practicing
professionals performing the same or similar types of work For the purpose of
flus Agreement, the key person who will be performing the work hereunder shall
be Roger WiLkinson
B. Any reports and other documents prepared or obtained under the terms of flus
Agreement are instruments of service and the City shall retain ownership and a
property mterest thereto. If flus Agreement is ternunated at any tune for any
reason prior to payment to the Consultant for work under flus Agreement, all such
documents prepared or obtained under the terms of the Agreement shall upon
termination be delivered to and become the property of the City upon request and
without restriction on their use or further compensation to the Consultant
V. Establishment and Maintenance of Rgeords; Full and accurate records shall be
maintained by the Consultant at its place of busmass with respect to all matters covered by flus
Agreement Such records shall be maintained for a period of at least three years aRer receipt of
final payment under flus Agreement.
VL Audits and lnsneelton: At any time dunng normal business hours and upon reasonable
notice to the Consultant, there shall be made available to the City all of the Consultant's records
with respect to all matters covered by flus Agreement The Consultant shall permit the City to
aulht, examine, and make excepts or trenscnpts from such records, and to make audits of
contracts, invoices, materials, and other data relating to all matters covered by flus Agreement
VII. Aeenmulishmeut of Proiact: The Consultant shall commence, carry on, and complete
any and all projects with all practicable dispatch, m a sound, econonncal and efficient matter,
and, m accordance with the provisions hereof and all applicable laws In accomplishing the
projects, the Consultant shall take such steps as are appropnate to msore that the work revolved
is properly coordinated with related work being carned on m the City
VIH. Indemnity and Indenendent Contractor Relationshio: The Consultant shall perform
all services as an independent contractor not under the flu'act supervision and control of the City
Nothing hereto shall be consmled as creating a relationship of employer and employee between
the parties The City and Consultant agree to cooperate m the defense of any claims, action, stat,
or proceeding of any kind brought by a thud party which may result from or dn-actly or
indirectly arise from any negligence end/or errors or omissions on the part of the Consultant or
Page 3
from any breach of the Consultanfs obhgations under tlus Agreement The Consultant agrees to
defend, mdernmfy and hold harmless the City and all of its officers, agents, servants, and
employees against any and all such olauns, demands, damages, losses, and expenses, mcluchng,
w~thout Inmtation, court costs and reasonable attorney's fees recurred by the City m each case
solely for m.~ury, death, and physical damages to real or tsngible personal property to the extent
resulting from the negligent acts or ormssions of the Consultant m the performance of tins
Agreement. Nothing hereto constitutes a waver of any nghts or r~medles the City may have to
pursue under either law or equity, including, without hmltation, a cause of action for specific
performance or for damages, or loss to the City, resulting from Consultant's negligent errors or
omissions, or breach of contract, and all such rights and remedies are expressly reserved
IX. Termination of A~reement:
A In connection with the work outlined m this Agreement, It is agreed and fully
understood by the Consultant that the City may cancel or mdefimtely suspend
further work hereunder or t~,mmate tins Agreement at any time upon written
not~ce to Consultant, upon receipt of such notice, Consultant shall cease all work
and labor being performed under this Agreement Consultant may terminate tins
Agreement by g~vmg the City fifteen (15) days wntten notice that Consultant is
no longer m a position to continue representmg the City Consultant shall invoice
the City for all work saUsfactonly completed and shall be compensated m
accordance with the to~i~s of tins Agreement All reports and other documents,
or data, or work related to the pro.~ect shall become the property of the City upon
te~i~mation of tins Agreement
B Tins Agreement may be terminated m whole or m part, in writing, by either party
m the event of substantial failure by the other party to fulfill its obhgations under
tins Agreement through no fault of the tc~-~matiag party Provided, however,
that no such termination may be affected, unless the other party is given [1]
written notice (delivered by cemfied mall, return receipt request) of intent to
terminate, and not less than tinny (30) calendar days to cure the fmlure, and, [2]
an opportumty for consultation vath the termmatmg party pnor to termination
C Nothing contained harem or elsewhere in this Agreement shall reqture the City to
pay for any work winch is unsatisfactory or which is not submitted m compliance
w~th the terms of tins Agreement
X. ~ This agreement represents the en~e agreement and understanding
between the parties and any negotiations, proposals, or oral agreements ere intended to be
mtagrated hemm and to be supersaded by this written agreement. Any supplement or
amendment to tins agreement to be effective shall be ut writing and signed by the City and the
Consultant
XI. Comnlianee with Laws: The Consultant shall comply vath all federal, state, local laws,
rules, regulations, and ordinances applicable to the work covered hereunder as they may now
read or hereinafter be emended, including but not lumted to the Texas Dlsciplmary Rule of
Professional Conduct
Page 4
XII. ~ For the pmpuse of determining place of agreement and law governing
same, flus Agreement is entered mto the City and County of Denton, State of Texas, and shall be
governed by the laws of the State of Texas Venue and juns&ctlon of any stat or cause of action
arising under or m connactmn with flus Agreement shall be exclusively m a court of competent
jurisdiction sitting m Denton County
XIII. Discrimination Prohibited; In performing the services required hereunder, the
Consultant shall not chscrlmmate agamst any person on the basis of race, color, rehgmn, sex,
national ongm or ancestry, age, or physical hanchcep
XIV. Personnel;
A. The Agreement to the Consultant represents that it has or will secure at its own
expense all personnel required to perform all the services required under this
Agreement Such personnel shall not be employees or have any contractual
relattons with the Ctty Consultant shall inform the City of any conflict of
mterest or potential confhet of interest that may arise during thc toi~1 of this
Agreement
B All services required hereunder will be performed by the Consultant or under lus
supervision All personnel engaged m work shall be qualified and shall be
authorized or pm-nutted under state and local laws to perform such services
XV. Assignability: The Consultant shall not asmgn any interest m this A~reement and shall not
transfer any mterast m this Agreement (whether by ass18nment, novation, or other~ase) w~thout
the prior written consent of the City thereto
XVI. Severabiiltv: All agreements and covenants contained hereto are severable, and m the
event any of them, with the exception of thuse contained m sections headed "Scope of Serviees",
"Independent Contractor Relatiunship', and **Compensation and Method of Payment** hereof,
shall be held to be mvalid by any competent court, this Agreement shall be mterpreted as though
such invalid agreements or covenants were not contained thereto
XVIL Resnonsibilifles for Claims and Liability: Approval by the City shall not constitute
nor be deemed a release of the responmbfllty and liability of the Consultant for the accuracy and
competency of its work, nor shall such approval be deemed to be an assumption of such
responSlblhty of the City for any defect m any report or other documents prepared by thc
consultant, its employees, officers, agents and consultants
XVIIL Modification of A~reem~{? No waiver or modification of this Agreement or of any
covenant, conihtion, or lmutation herem contained shall be valid unless m writing and duly
executed by the party to be charged therewith and no evidence of any wmver or modification
shall be offered or received m evidence m any proceeding arising between the parties hereto out
of or affecting this agreement, or the rights or obligations of the parties hereunder, unless such
waiver or modification is m writing, duly executed as aforesaid, and, the parties further agree
that the provisions of fins section will not be waived as hereto set forth
Page 5
XX. Caption~; The captions of this A/reement are for informational purposes only and shall
not m any way affect the substantive terms or conditions of flus Agreement
XXL ~ Th~s Agreement shall be binding upon and mute to the benefit of the
pames hereto and their respective hen*s, executors, administrators, legal representatives,
successors, and ~lJlgng wh~l~ permitted by this Agreement
IN WITNESS HEREOF, the C~ty of Denton, Texas has caused tins Agreement to be
executed by its duly authorized C~ty Manager and Consult~t has exect~ted tius,Agr~ement
through ~ts duly authorized undersigned officer, dated the / ~ ~day of ~~/1998
CITY OF DENTON
ATTEST ~
/E~i~'W.a~-TERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM'
HERBERT L PROUTY, CITY ATTORNEY
aOOEt~LKINSON
Page 6
O IN CE O
AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER ONE
TO THE PERSONAL SERVICES CONTRACT PROVIDING TECHNICAL SUPPORT
FOR RIGHT-OF-WAY ACQUISITION ASSOCIATED WITH US 77 ROAD
WIDENING PROJECT BETWEEN THE CITY OF DENTON AND ROGER
WILKINSON, PROVIDING FOR AN INCREASE IN THE SCOPE OF WORK AND
AN INCREASE IN THE PAYMENT AMOUNT, AND PROVIDING AN EFFECTIVE
DATE (PURCHASE ORDER 92249-00 TO ROGER WILKINSON IN THE AMOUNT
OF $120,000 PLUS CHANGE ORDER ONE IN THE AMOUNT OF $25,000)
WHEREAS, on November 17, 1998 (Ordmance~-399),~ the City awarded a
Personal Services Contract to Roger Wilkinson in the amount of $120,000, and
WHEREAS, the City Manager having recommended to the Council that a change
order be authorized to amend such contract agreement with respects to the individual
performing the service and price and smd change order being ~n compliance w~th the
reqmrements of Chapter 252 of the Local Govemment Code, Now, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I. That the change order increasing the amount contract of the
agreement between the C~ty and Roger Wlllanson, on file in the office of the Purchasing
Agent, m the amount of Twenty Fwe Thousand and no/100 Dollars ($25,000), ~s hereby
approved and the expenditure of funds therefor ~s hereby authorized The master contract
amount ~f amended to read $145,000
SECTION II. That this ordinance shall become effective ~mmedlately upon its
passage and approval
PASSED PROVED th sthe day of 000
ATTEST
JEnnIFER ?ALTERS, CITY SECRETARY
OVED AS TO LEGAL FOm
HERB ERT~'I~)U. TY, CJ~ATT ORNEY
CHANGE ORDER to I~'R~ASE ORDER 92249-00 ORDINANCE-2000
ATTACHMENT
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