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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") Page I City of Coppell and HPC Landscaping & Irrigation Mowing Services Agreement TMI22629 {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 PageCity of Coppell and HPC landscaping & Irrigation 2 Mowing Services Agreement TMI22628 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 Page 3 City of Copped and RPC Landscaping &irrigation Mowing Services Agreement TMI22628 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 Page 4 1 City of Copped and HPC Landscaping & Irrigation Mowing Services Agreement IM122628 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. Page 5 City of Coppell and HPC Landscaping & Irrigation Mowing Services Agreement TM 122628 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 Page 6 City of Coppell and HPC Landscaping & Irrigation Mowing Services Agreement 7M122628 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) Page 7 City of CoppeII and HPC Landscaping & Irrigation Mowing Services Agreement TM122628 nt/, EXECUTED this 2 day of 0 VVit 20 ./ City of Coppell, Texa By: 44 Mike Land, City M. 1. ter Approved as to fo 440 ` 1 By: / /1 i, Robert E.Hager EXECUTED this c744day of MI , 2021. r HPC Landscape&Irrigation By: .r o, d Name: ilkw .','i9 11/ / , Title: s�►. // r Page 8City of Coppell and HPC Landscaping&Irrigation Mowing Services Agrcemcnt Mil 22628