HPC Landscaping & Irrigation Contract-CN 2021-06-02STATE OF TEXAS §
MOWING, LANDSCAPING AND
COUNTY OF DALLAS § MAINTENANCE AGREEMENT
This Mowing Services Agreement ("Agreement") is made by and between the City of
Coppell, Texas ("City") and HPC Landscaping & Irrigation ("Contractor") (each a "Parry" and
collectively the "Parties"), acting by and through their authorized representatives.
RECITALS:
WHEREAS, City desires to engage the services of Contractor as an independent contractor
and not as an employee in accordance with the terms and conditions set forth in this Agreement;
and
WHEREAS, Contractor desires to render mowing services within the City at locations set
forth under Article in, "Scope of Services", and in accordance with the terms of conditions under
this Agreement;
NOW THEREFORE, in exchange for the mutual covenants set forth herein and other
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties
agree as follows:
Article I
Term
1.1 The Term of this Agreement shall commence on June 1, 2021 and continue for a
period until May 31, 2022, unless sooner terminated as provided herein.
1.2 City shall have the option to extend the term of this Agreement for four (4)
additional one (1) year terms ("Renewal Terms") by providing written notice thirty (30) days prior
to the expiration of the Initial Term. or Renewal Term, as the case may be.
Article H
Contract Documents
2.1. This Agreement consists of the following items:
(a) This Agreement; and
(b) City of Coppell Mowing Maintenance Services Specification (attached as
Exhibit "A")
(c) Contractor insurance Certification, for term of the Agreement (attached as
Exhibit `13")
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{d} Scope of Services and Unit Price Form (attached as Exhibit "C"); and
(e) Map of Service Location (attached as Exhibit "D").
22 In the event there exists a conflict in interpretation, the documents shall con in
the order listed above. These documents shall be referred to collectively as "Contract Documents."
Article III
Scope of Services
The Parties agree that Contractor shall perform the services as specified in the Contract
Documents.
Article IV
Schedule of Work
Contractor agrees to commence services upon written direction from the City and to
perform the required services in accordance with a schedule mutually agreed upon by the City and
Contractor (the "Work Schedule").
Article V
Compensation
5.1 The City shall compensate Contractor for mowing services provided in the Contract
Documents not to exceed an annual amount of ninety-six thousand seven hundred sixty-eight and
00/100 dollars ($96,768.00).
5.2 City shall pay Contractor within thirty (30) days of the receipt of a proper invoice
Provided there are no errors or discrepancies and that all work noted on the invoice has been
completed. Any errors, discrepancies or the invoicing of work not completed may result in a delay
in payment_
Article VI
Devotion of Time; Personnel; and Equipment
6.1 Contractor shall devote such time as reasonably necessary for the satisfactory
performance of the work under this Agreement. Should the City require additional services not
included under this Agreement, Contractor shall make reasonable cfforts tv provide such additional
services at mutually agreed charges or rates, and within the time schedule prescribed by the City,
and without decreasing the effectiveness of the performance of services required under this
Agreement.
6.2 To the extent reasonably necessary for Contractor to perform the services under
this Agreement, Contractor shall be authorized to engage the services of any agents, assistants,
persons, or corporations that Contractor may deem proper to aid or assist in the performance of
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the services under this Agreement. The cost of such personnel and assistance shall be borne
exclusively by Contractor.
6.3 Contractor shall furnish the facilities, equipment, telephones, facsimile machines,
email facilities, and personnel necessary to perform the services required under this Agreement
unless otherwise provided herein.
Article VIl
Relationship of Parties
It is understood and agreed by and between the Parties that in satisfying the conditions of
this Agreement, Contractor is acting independently, and that the City assumes no responsibility or
liabilities to any third party in connection with these actions. All services to be performed by
Contractor pursuant to this Agreement shall be in the capacity of an independent contractor, and
not as an agent or employee of the City. Contractor shall supervise the performance of its services
and shall be entitled to control the manner and means by which its services are to be performed,
subject to the terms of this Agreement. As such, the City shall not: train Contractor, require
Contractor to complete regular oral or written reports, require Contractor devote its full-time
services to the City, or dictate Contractor's sequence of work or location at which Contractor
performs its work.
Article VIII
Suspension of Work
The City shall have the right to immediately suspend work by Contractor if the City
determines in its sole discretion that Contractor has, or will fail to perform, in accordance with this
Agreement. In such event, any payments due Company shall be suspended until Contractor has
taken satisfactory corrective action.
Article IX
Insurance
Contractor shall provide and maintain for the duration of this Agreement, and for the
benefit of the City (naming the City and its officers, agents and employees as additional insureds),
insurance coverage in fall force and effect as set forth in Exhibit `B" attached hereto and set forth
Contract Documents. Contractor shall provide signed Certificates of Insurance verifying that
Contractor has obtained the required insurance coverage for the City prior to the Effective Date of
this Agreement.
Article X
Availability of Funds
If monies are not appropriated or otherwise made available to support continuation of
performance in a subsequent fiscal period, this Agreement shall be canceled and Professional may
only be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized
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in the price of services delivered under this Agreement or which are otherwise not recoverable.
The cost of cancellation may be paid from any appropriations for such purposes.
Article XT
Indemnification
11.1 CONTRACTOR. AGREES TO INDEMNWY, HOLD HARMLESS AND
DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, BOTH PAST
AND PRESENT, FROM AND AGAINST LIABILITY FOR ANY AND ALL, CLAIMS,
LIENS, SUITS, DEMANDS AND ACTIONS FOR DAMAGES, INJURIES TO
PERSONS (INCLUDING DEATH PROPERTY DAMAGE (INCLUDING LOSS OF
USE) AND EXPENSES, (INCLUDING COURT COSTS, ATTORNEYS' FEES AND
OTHER REASONABLE COSTS OF LITIGATION) ARISING OUT OF OR
RESULTING FROM CONTRACTOR'S WORK AND ACTIVITIES CONDUCTED
IN CONNECTION WITH OR INCIDENTAL TO THIS AGREEMENT AND FROM
ANY LIABILITY ARISING OUT OF OR RESULTING FROM INTENTIONAL
ACTS OR NEGLIGENCE OF THE CONTRACTOR, INCLUDING ALL SUCH
CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR
STATUTORY LAW, OR BASED IN WHOLE OR IN PART UPON THE
NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF CONTRACTOR,
INCLUDING BUT NOT LIMITED TO ITS OFFICERS, AGENTS, EMPLOYEES,
SUBCONTRACTORS, LICENSEES, INWITEES AND OTHER PERSONS.
11.2 IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO,
BOTH THE CITY AND CONTRACTOR, THAT THE INDEMNITY PROVIDED
FOR IN THIS AGREEMENT INDEMNIFIES AND PROTECTS THE CITY FROM
THE CONSEQUENCES OF CONTRACTOR'S OWN NEGLIGENCE.
11.3 CONTRACTOR FUR'T'HER AGREES THAT IT SHALL AT ALL
TIMES EXERCISE REASONABLE PRECAUTIONS ON BEHALF OF, AND BE
SOLELY RESPONSIBLE FOR, THE SAFETY OF ITS OFFICERS, AGENTS,
EMPLOYEES, SUBCONTRACTORS, LICENSEES, INVITEES AND OTHER
PERSONS, AS WELL AS THEIR PROPERTY, WHILE IN THE VICINITY
WHERE THE WORK IS BEING DONE. IT IS EXPRESSLY UNDERSTOOD AND
AGREED THAT CITY SHALL NOT BE LIABLE OR RESPONSIBLE FOR THE
NEGLIGENCE OR OTHER FAULT OF THE CONTRACTOR, ITS OFFICERS,
AGENTS, EMPLOYEES, SUBCONTRACTORS, LICENSEES, INVITEES OR
OTHER PERSONS ASSOCIATED WITH THE CONTRACTOR
11.4 CONTRACTOR AGREES TO INDEMNIFY AND SAVE THE CITY
HARM -LESS FROM ALL CLAIMS GROWING OUT OF ANY DEMANDS OF
SUBCONTRACTORS, LABORERS, WORKERS, MECHANICS, MATERIAL MEN
AND FURNISHERS OF SUPPLIES, EQUIPMENT, FINANCING OR ANY OTHER
GOODS OR SERVICES, TANGIBLE OR INTANGIBLE. WHEN THE CITY SO
DESIRES, CONTRACTOR SHALL FURNISH SATISFACTORY EVIDENCE THAT
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ALL OBLIGATIONS OF THE NATURE HEREINABOVE DESIGNATED HAVE
BEEN PAID, DISCHARGED OR WAIVED.
Article XII
Termination
12.1 Termination. City may terminate this Agreement, with or without cause, by giving
Contractor thirty (30) days prior written notice. In the event of such termination, Contractor shall
be entitled to compensation for any services completed to the reasonable satisfaction of the City
in accordance with this Agreement prior to such termination.
12.2 Termination for Cause or Default. Either Party may terminate this Agreement as
provided in this paragraph if the other Party fails to comply with the terms set forth herein. The
Party alleging the default shall give the other party thirty (30) days prior written notice of the
default citing the terms of the Agreement that have been breached and what action the defaulting
Party must take to cure the default. If the Party in default fails to cure the default as specified in
the notice, the Party giving the notice of default may terminate this agreement by thirty (30) days
prior written notice to the other party, specifying the date of termination. Termination of this
Contract under this paragraph does not affect the right of either party to seek remedies for breach
of the Agreement as allowed by law, including any damages or costs suffered by either party. This
provision is not intended to and does not act as a waiver of the City's sovereign immunity.
Article XIII
Miscellaneous
13.1 Entire Agreement This Agreement constitutes the sole and only agreement
between the Parties and supersedes any prior understandings written or oral agreements between
the Parties with respect to this subject matter.
13.2 Assi ng meat. Contractor may not assign this Agreement in whole or in part without
the prior written consent of the City. In the event of an assignment by Contractor to which the
City has consented, the assignee shall agree in writing with the City to personally assume, perform,
and be bound by all the covenants, and obligations contained in this Agreement.
13.3 Successors and Assigns- Subject to the provisions regarding assignment, this
Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs,
executors, administrators, legal representatives, successors and assigns.
13.4 Governiniz Law. The laws of the State of Texas shall govern this Agreement; and
venue for any action concerning this Agreement shall be in Dallas County, Texas. The Parties
agree to submit to the personal and subject matter jurisdiction of said Court.
13.5 _Amendments. This Agreement may be amended by the mutual written agreement
of the Parties.
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13.6 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions, and the Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained
in it.
13.7 Notice. Any notice required or permitted to be delivered hereunder may be sent by
first class mail, overnight courier or by confirmed telefax or facsimile to the address specified
below, or to such other party or address as either party may designate in writing, and shall be
deemed received three (3) days after delivery set forth herein:
If Intended for City, to:
Mike Land
City of Coppell, Texas
255 E. Parkway Blvd.
Coppell, Texas 75019
If Intended for Contractor, to:
Attn: Joey Thompson
HPC Landscape & irrigation
1908 Sapphire St.
Denton, Texas 76210
With Copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Ross Tower
500 North Akard
Dallas, Texas 75201
13.8 Counterparts. This Agreement may be executed by the Parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of any number of copies hereof each signed by less than all, but together signed by all of the Parries
hereto.
13.9 Exhibits. The exhibits attached hereto are incorporated herein and made a part
hereof for all purposes.
13.10 Audits and Records. Contractor agrees that during the term hereof, the City and its
representatives may, during normal business hours and as often as deemed necessary, inspect,
audit, examine and reproduce any and all of Contractor's records relating to the services provided
pursuant to this Agreement for a period of one year following the date of completion of services
as determined by City or date of termination if sooner.
13.11 Conflicts of Interests. Contractor represents that no official or employee of City
has any direct or indirect pecuniary interest in this Agreement.
13.12 Compliance with Federal, State &.Local Laws. Contractor shall comply in
performance of services under the terms of this Agreement with all applicable laws, ordinanccs
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and regulations, judicial decrees or administrative orders, ordinances, and codes of federal, state
and local governments, including all applicable federal clauses.
13.13 Force Majeure. No Party will be liable for any default or delay in the performance
of its obligations under this Agreement if and to the extent such default or delay is caused, directly
or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders,
acts of terrorism or any similar cause beyond the reasonable control of such party, provided that
the non-performing party is without fault in causing such default or delay. The non-performing
Party agrees to use commercially reasonable efforts to recommence performance as soon as
possible.
13.14 Prohibition of Boycott Israel. Contractor verifies that it does not Boycott Israel and
agrees that during the term of this Agreement will not Boycott Israel as that term is defined in
Texas Government Code Section 808.001, as amended. This section does not apply if the
Professional is a sole proprietor, a non-profit entity or a governmental entity; and only applies if -
(i) the Professional has ten (10) or more fulltime employees and (ii) this Agreement has a value of
$100,000,00 or more to be paid under the terms of this Agreement.
(signature page to follow)
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Mowing Services Agreement TM122628
nt/,
EXECUTED this 2 day of 0 VVit 20
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City of Coppell, Texa
By: 44
Mike Land, City M. 1. ter
Approved as to fo
440
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By: / /1 i,
Robert E.Hager
EXECUTED this c744day of MI , 2021.
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HPC Landscape&Irrigation
By: .r o, d
Name: ilkw .','i9 11/ / ,
Title: s�►.
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