2002-231O INANCE NO.oY_,'D_ /
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING CONTRACT
BETWEEN THE CITY OF DENTON, TEXAS AND KATUNIGAN COMPANY TO
PROVIDE PROFESSIONAL SERVICES AS PROJECT MANAGER, WEB
DEVELOPMENT, AND CONFIGURATION OF COMPUTER SYSTEMS FOR THE
DENTON COMMUNITY NETWORK; AUTHORIZING THE EXPENDITURE OF
FUNDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council deems that it is in the public interest to engage
Katunigan Company., to provide professional services to be the project manager, to do
web development, and computer systems configuration for Denton Community Network;
and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the
"Professional Services Procurement Act," generally provides that a City may not select a
provider of professional services on the basis of competitive bids, but must select the
provider on the basis of demonstrated competence, knowledge, and qualifications, and for
a fair and reasonable price; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: That the City Manager is hereby authorized to execute a
Professional Services Agreement with Katunigan Company.; in substantially the form of
the Professional Services Agreement attached hereto and incorporated herewith by
reference.
SECTION 2: That the award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and qualifications of the company and the
demonstrated ability of the company to perform the services needed by the City for a fair
and reasonable price.
SECTION 3: That the expenditure of funds as provided in the attached
Professional Services Agreement is hereby authorized.
SECTION 4: That this ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this th~2(~--rS~hd day of ~[4t 0, .~_ , 2002.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
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PROJECT MANAGEMENT AGREEMENT
FOR COMMUNITY NETWORK IMPLEMENTATION
STATE OF TEXAS
COUNTY OF DENTON §
THIS AGREEMENT is made and.~en~r..ed into as of the ~6/~7 day of
~. 20(t~by and between me t. ity of Denton, Texas, a Texas municipal
cflJ~porati~, with its principal office at 215 East McKinney Street, Denton, Denton
County, Texas 76201, hereinafter called "CITY" and THE KATUNIGAN COMPANY,
1828 Broadway Street, Denton, Texas, 76201-2561, hereinafter called
"CONTRACTOR," acting herein, by and through their duly authorized representatives.
WlTNESSETH, that in consideration of the covenants and agreements herein
contained, the parties hereto do mutually agree as follows:
ARTICLE 1
EMPLOYMENT
The CITY hereby contracts with CONTRACTOR, as an independent contractor,
and that CONTRACTOR hereby agrees to perform the services herein in connection with
the Project as stated in the sections to follow, with diligence and in accordance with the
highest professional standards customarily obtained for such services in the State of
Texas. The professional services set out herein are in connection with the following
described project:
Providing project management service for the community network plan as more
particularly described in Exhibit "A" which is attached hereto and providing web
development and equipment configuration services associated with the community
network management which is described in Exhibit "B"and attached hereto.
ARTICLE 2
SCOPE OF SERVICES
The CONTRACTOR shall perform the following services in a professional
manner:
CONTRACTOR shall perform all those services necessary to coordinate all of the
activities of the Community Network Project including but not limited to
coordinating purchasing activities, communications, installation, configuration
and scheduling of services under the guidance of the Project Director which is
describe in Exhibit "A", "B", which is attached hereto and made a part hereof as
if written word for word.
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If there is any conflict between the terms of this Agreement and the exhibits
attached to this Agreement, the terms and conditions of this Agreement will
control over the terms and conditions of the attached exhibits.
ARTICLE 3
PERIOD OF SERVICE
This Agreement shall become effective upon ~.~, 2002 after proper
execution by the parties, and shall remain in force for ti period of one year. This
Agreement may be sooner terminated in accordance with the provisions hereof.
ARTICLE 4
COMPENSATION
A. COMPENSATION TERMS:
In consideration for CONTRACTOR's provision of planning support and
consultation services under this Agreement, CITY will pay to CONTRACTOR a fee not
to exceed FIFTY FOUR THOUSAND SIX HUNDRED DOLLARS AND NO CENTS to
be invoiced on a monthly basis. The CONTRACTOR shall also be paid for services to
do web development in an amount not to exceed TWENTY SIX THOUSAND TWO
HUNDRED SEVENTY DOLLARS AND NO CENTS to be invoiced on a monthly basis
and for equipment configuration for an amount not to exceed FIVE THOUSAND
DOLLARS AND NO CENTS to be invoiced on a monthly basis.
ARTICLE 5
INDEPENDENT CONTRACTOR
CONTRACTOR shall provide services to CITY as an independent contractor, not
as an employee of the CITY. CONTRACTOR shall not have or claim any right arising
from employee status. Nothing in this Agreement shall be interpreted or construed so as
to make CONTRACTOR an employee, agent, or borrowed servant of the CITY. Nothing
in this Agreement shall be interpreted or construed so as to make the employees of the
CITY the servants, agents, or employees of CONTRACTOR. CITY and the employees
of the CITY shall not be eligible for the employment benefits, including health and
unemployment insurance, and worker's compensation coverage, which are provided to
employees of CONTRACTOR.
ARTICLE 6
INDEMNITY AGREEMENT
CONTRACTOR shall indemnify and save and hold harmless the CITY and its
officers, agents, and employees fi.om and against any and all liability, claims, demands,
damages, losses, and expenses, including, but not limited to court costs and reasonable
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attorney fees incurred by the CITY, and including, without limitation, damages for bodily
and personal injury, death and property damage, resulting fi.om the negligent acts or
omissions of CONTRACTOR or its officers, shareholders, agents, or employees in the
execution, operation, or performance of this Agreement.
Nothing in this Agreement shall be construed to create a liability to any person
who is not a party to this Agreement, and nothing herein shall waive any of the parties'
defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone
not a party to this Agreement, including the defense of governmental immunity, which
defenses are hereby expressly reserved.
ARTICLE 7
INSURANCE
During the performance of the services under this Agreement, CONTRACTOR
shall maintain the following insurance with an insurance company licensed to do business
in the State of Texas by the State Insurance Commission or any successor agency that has
a rating with Best Rate Carriers of at least an A- or above:
Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less
than $100,000 in the aggregate.
Automobile Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident and with property damage
limits for not less than $100,000 for each accident.
Worker's Compensation Insurance in accordance with statutory requirements and
Employer's Liability Insurance with limits of not less than $100,000 for each
accident. This requirement may be waived upon proof that no employee that would
come within worker's compensation coverage will participate in the performance of
this agreement.
CONTRACTOR shall furnish insurance certificates or insurance policies at the
CITY's request to evidence such coverages. The insurance policies shall name the
CITY as an additional insured on all such policies to the extent that is legally possible,
and shall contain a provision that such insurance shall not be cancelled or modified
without thirty (30) days prior written notice to CITY and CONTRACTOR. In such
event, the CONTRACTOR shall, prior to the effective date of the change or
cancellation of coverage, deliver copies of any such substitute policies, furnishing at
least the same policy bruits and coverage, to CITY.
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ARTICLE 8
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting
the dispute to arbitration or other means of alternate dispute resolution, such as
mediation. No arbitration or alternate dispute resolution arising out of or relating to this
Agreement, involving one party's disagreement, may inehide the other party to the
disagreement without the other's approval.
ARTICLE 9
TERMINATION OF AGREEMENT
Notwithstanding any other provision of this Agreement, either party may
terminate by giving ten (10) days' advance written notice to the other party. If
this clause is undertaken then CONTRACTOR shall cease all work upon receipt
of notice and shall submit a final invoice for all work performed.
CONTRACTOR shall be paid for work performed on a pro-rata basis and this
shall be final compensation due under this contract.
This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such
termination will be affected unless the other party is given (1) written notice
(delivered by certified mail, return receipt requested) of intent to terminate and
setting forth the reasons specifying the non-performance, and not less than thirty
(30) calendar days to cure the failure; and (2) an opportunity for consultation with
the terminating party prior to termination.
This Agreement shall terminate automatically upon either party's loss of licensure
or certification, or upon the effective date of any change in statute, ordinance, rule
or regulation or action of governmental authority prohibiting this arrangement or
the services contemplated hereunder.
ARTICLE 10
NOTICES
All notices, communications, and reports required or permitted under this
Agreement shall be personally delivered or mailed to the respective parties by depositing
same in the United States mail to the address shown below, certified mail, return receipt
requested, unless otherwise specified herein. Mailed notices shall be deemed
communicated as of three (3) days' mailing:
To CONTRACTOR:
To CITY:
THE KATUNIGAN COMPANY
Attention Paul Schlieve
1828 Broadway Street
City of Denton
Eva Poole
Denton Public Library
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Denton, Texas 76201-2561
502 Oakland Street
Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such
notice is given, or within three (3) days' mailing.
ARTICLE 11
ENTIRE AGREEMENT
This Agreement, consisting of 7 pages and a~ exhibit, constitutes the
complete and final expression of the agreement of the parties, and is intended as a
complete and exclusive statement of the terms of their agreements, and supersedes all
prior contemporaneous offers, promises, representations, negotiations, discussions,
communications, and agreements which may have been made in connection with the
subject matter hereof.
ARTICLE 12
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenfomeable, it shall be considered severable from the
remainder of this Agreement and shall not cause the remainder to be invalid or
unenforceable. In such event, the parties shall reform this Agreement to replace such
stricken provision with a valid and enforceable provision which comes as close as
possible to expressing the intention of the stricken provision.
ARTICLE 13
COMPLIANCE WITH LAWS
CONTRACTOR shall comply with all federal, state, and local laws, roles,
regulations, and ordinances applicable to the work covered hereunder as they may now
read or hereinafter be amended.
ARTICLE 14
DISCRIMINATION PROHIBITED
In performing the services required hereunder, CONTRACTOR shall not
discriminate against any person on the basis of race, color, religion, sex, national origin
or ancestry, age, or physical handicap.
ARTICLE 15
PERSONNEL
The CONTRACTOR represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement.
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Such personnel shall not be employees or officers of, or have any contractual
relations with the CITY. CONTRACTOR shall inform the CITY of any conflict
of interest or potential conflict of interest that may arise during the term of this
Agreement.
All services required hereunder will be performed by CONTRACTOR or under
its supervision. All personnel engaged in work shall be qualified, and shall be
authorized and permitted under state and local laws to perform such services.
ARTICLE 16
ASSIGNABILITY
This Agreement shall apply to, and be binding upon, the parties and their
respective successors and permitted assigns. The parties shall not assign any interest in
this Agreement, and shall not transfer any interest in this Agreement (whether by
assignment, novation, or otherwise) without the prior written consent of the other party.
Any assignment attempted without such consent shall be void.
ARTICLE 17
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or
limitation herein contained shall be valid unless in writing and duly executed by the party
to be charged therewith, and no evidence of any waiver or modification shall be offered
or received in evidence in any proceeding arising between the parties hereto out of or
affecting this Agreement, or the rights or obligations of the parties hereunder, and unless
such waiver or modification is in writing and duly executed; and the parties further agree
that the provisions of this section will not be waived unless as set forth herein.
ARTICLE 18
MISCELLANEOUS
A. Thc following exhibits are attached to and made a part of this Agreement:
1. Exhibit "A"
2. Exhibit "B"
Venue of any suit or cause of action under this Agreement shall lie exclusively in
Denton County, Texas. This Agreement shall be construed in accordance with the
laws of the State of Texas.
Force Majeure. Neither party shall be in violation of this Agreement if either
party is, or if either party reasonably determines that it is, prevented from
performing its obligations for any reason beyond its control, including without
limitation, flood, storm, strikes, acts of God or the public enemy.
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The captions of this Agreement are for informational purposes only, and shall not
in any way affect the substantive terms or conditions of this Agreement.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to
be executed by its duly authorized City Manager, and CONTRACTOR has exerted this
A cement through its duly authorized undersigned officer on this the/-~A ¥ day of
~J 0~ , 2002.
CITY OF DENTON, TEXAS
MICI-I~A. ~ONDUFF, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
TOR THE KATLrNIGAN COMPANY
PAUL SCHLIEVE, Ph.D.
WITNESS:
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