CF-TownC CHC-CN 861211COUNTY OF DALLAS )
R O. Box 478
Coppell, Texas 75019
214 - 462-0022
This contract is made and entered into by and between the CITY OF
COPPELL, a municipal corporation, of Dallas County, Texas, (hereinafter
referred to as "CITY") and Threadgill-Dowdey & Associates
having their
Dallas, Texas
principal place of business at 16250 Dallas Parkway,#100,
75248 , (hereinafter referred to as "CONSULTANT").
1. PURPOSE
The purpose of this Contract is to state the terms and conditions
under which CONSULTANT shall provide professional services in regard
to two (2) separate boundary surveys at the Town Center Complex, including
one for an approx. 6 acre tract and one for a separate 2 acre tract along
Heartz Road.
2. DESCRIPTION OF SERVICES
CONSULTANT's services hereunder shall include, but shall not be
limited to, the following:
A. CONSULTANT shall perform all the services as set forth in the
City's request for proposals attached hereto as Exhibit "A" and
Consultant's proposals of December 11 , 19 86 (as
modified) attached hereto as Exhibit "B", both of which are made a part
of this Contract for all purposes; provided, however, should there be
any conflict between the terms of the request for proposals, the
proposal, and the terms of the Contract, the terms of the this Contract
shall be final and binding, and the request for proposals shall control
where it conflicts with the proposal.
Page 1 of 7
B. CONSULTANT shall work closely with the DIRECTOR of the
Finance or his designee
(hereinafter referred to as "DIRECTOR") and appropriate CITY officials
and perform any and all related tasks required by the DIRECTOR in order
to fulfill the purposes of this Contract.
C. CONSULTANT shall deliver all data, reports and documents which
result from its services to the DIRECTOR in such form as is satisfactory
to the DIRECTOR.
3. PERFORMANCE OF SERVICES
CONSULTANT and its employees or associates shall perform all the
services under the Contract. CONSULTANT represents that all its
employees or associates who perform services under the Contract shall be
fully qualified and competent to perform the services described in
Section 2.
4. TERM
The term of this Contract shall begin on , 19 .
CONSULTANT understands and agrees that time is of the essence. Ail
services, written reports, and other data are to be completed and
delivered to CITY by the termination date unless an extension of time,
based upon good reasons presented by CONSULTANT, is approved by the
DIRECTOR.
5. PAYMENT FOR SERVICES
In consideration of the professional services to be performed by
CONSULTANT under the terms of the Contract, CITY shall pay CONSULTANT
for services actually performed a fee not to exceed $ 1,600.00 ,
unless other conditions necessitate additional services, which must be
authorized in advance by resolution of the City Council. CONSULTANT's
charges for its services are not to exceed similar charges of CONSULTANT
for comparable services to other customers. Payments to CONSULTANT
shall be in the amount shown by the billings and other documentation
submitted and shall be subject to the DIRECTOR's approval. Ail services
shall be performed to the satisfaction of the DIRECTOR, and CITY shall
not be liable for any payment under this Contract for services which are
unsatisfactory and which have not been approved by the DIRECTOR. The
final payment due hereunder will not be paid until the reports, data,
and documents have been received and approved by the DIRECTOR.
CHANGE IN SERVICES
CITY through its DIRECTOR may request, from time to time, changes
Page 2 of 7
in the scope or focus of the activities, investigations and studies
conducted or to be conducted by CONSULTANT pursuant to the Contract.
Any such change which varies significantly from the scope of services
set out in Section 2 and would entail a significant increase in cost or
expense to CONSULTANT shall be mutually agreed on by CONSULTANT and the
DIRECTOR. Changes in the scope, which in the opinion of CONSULTANT and
the DIRECTOR would require additional funding by CITY, must first be
authorized in advance by resolution of the City Council.
7. CONFIDENTIAL WORK
No reports, information, project evaluation, project designs, data
or any other documentation developed by, given to, prepared by or
assembled by CONSULTANT under this Contract shall be disclosed or made
available to any individual or organization by CONSULTANT without the
express prior written approval of the DIRECTOR.
8. OWNERSHIP OF DOCUMENTS
Upon acceptance or approval by CITY, all reports, information and
other data, given to, prepared or assembled by CONSULTANT under this
Contract, and any other related documents or items shall become the sole
property of CITY and shall be delivered to CITY. CONSULTANT may make
copies of any and all documents for its files.
9. CONSULTANT'S LIABILITY
Approval of CITY shall not constitute nor be deemed a release of
the responsibility and liability of CONSULTANT, its employees, agents or
associates for the accuracy and competency for their designs, reports,
information, and other documents or services nor shall approval be
deemed to be the assumption of such responsibility by CITY for any
defect, error or omission in the documents prepared by CONSULTANT, its
employees, agents or associates.
10. INSURANCE REQUIREMENTS
~_TAN~all procure, pay for, and maintain d~
this Contract, with a gompan ' ' ' s n the State. of.
Texas an e ed
· , attached to and made part of this Contract.
11. INDEMNITY
CONSULTANT shall defend, indemnify, and hold CITY whole and
harmless against any and all claims for damages, costs, and expenses to
persons or property that may arise out of, or be occasioned by or from
Page 3 of 7
any negligent act, error or omission of CONSULTANT or any agent,
servant, or employee of CONSULTANT in the execution or performance of
this Contract.
12. RIGHT OF REVIEW
CITY may review any and all of the services performed by CONSULTANT
under this Contract.
13. The following shall be conditions of, and a part of, the
consideration of this Contract, to-wit:
CONFLICT OF INTEREST OF CITY EMPLOYEES
No officer or employee of the City shall have any financial
interest, direct or indirect, in any contract with the City or be
financially interested, directly or indirectly, in the sale to the City
of any land, materials, supplies or services, except on behalf of the
City as an officer or employee. Any violation of this section shall
constitute malfeasance in office, and any officer or employee guilty
thereof may be subject to removal from his office or position. Any
violation of this section, with knowledge, express or implied, of the
person or corporation contracting with the City shall render the
contract involved voidable by the City Manager and the City Council.
CONFLICT OF INTEREST OF CONSULTANT
Consultant shall not accept other employment or engage in outside
activities incompatible with the proper discharge of his duties and
responsibilities with the City, or which might impair his independent
judgment in the performance of his duty to the City nor personally
provide services for compensation, directly or indirectly, to a person
or organization who is requesting an approval, investigation or
determination from the City.
14. NONDISCRIMINATION
As a condition of this Contract, CONSULTANT covenants that
CONSULTANT will take all necessary actions to insure that, in connection
with any work under this Contract, CONSULTANT, his associates and
subcontractors, will not discriminate in the treatment or employment of
any individual or groups of individuals on the grounds of race, color,
religion, national origin, age, sex, or physical handicap unrelated to
Job performance, either directly, indirectly or through contractual or
other arrangements. In this regard, CONSULTANT shall keep, retain and
safeguard all records relating to the Contract or work performed
hereunder for a minimum period of three (3) years from final Contract
completion, with full access allowed to authorized representatives of
Page 4 of 7
the City, upon request, for purposes of evaluating compliance with this
and other provisions of the Contract.
15. CONTRACT PERSONAL
This Contract provides for personal or professional services, and
the CONSULTANT shall not assign the Contract, in whole or in part,
without the prior written consent of CITY.
16. TERMINATION
CITY may terminate this Contract upon __) days
written notice to CONSULTANT with the understanding that all services
being performed under this Contract shall cease upon the date specified
in such notice. CONSULTANT shall invoice CITY for all services
completed and shall be compensated in accordance with the terms of this
Contract for all services performed by CONSULTANT prior to the date
specified in such notice.
17. NOTICES
Ail notices, communications, and reports required or permitted
under this Contract shall be personally delivered or mailed to the
respective parties by depositing same in the United States mail, postage
prepaid, at the following addresses. Mailed notices shall be deemed
communicated as of five (5) days after mailing.
If intended for CITY, to:
City of Coppell
P.O. Box 478
Coppell, TX 75019
If intended for CONSULTANT, to:
Dan M. Dowdey
Threadgill-Dowdey & Associates
16250 Dallas Parkway, Suite 100
Dallas, Texas 75248
Page 5 of 7
18. INDEPENDENT CONTRACTOR
In performing services under this Contract, CONSULTANT is
performing services of the type performed prior to this Contract, and
CITY and CONSULTANT by the execution of this Contract do not change the
independent status of CONSULTANT. No term or provision of this Contract
shall be construed as making CONSULTANT the agent, servant, or employee
of CITY.
19. VENUE
The obligation of the parties to this Contract are performable in
Dallas County, Texas, and if legal action is necessary to enforce same,
exclusive venue shall lie in Dallas County, Texas.
20. APPLICABLE LAWS
This Contract is made subject to the provisions of the Charter and
ordinances of CITY, as amended, and all applicable State and federal
laws.
21. GOVERNING LAW
This Contract shall be governed by and construed in accordance with
the laws and court decisions of the State of Texas.
22. LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this
Contract 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 provision thereof and this
Contract shall be considered as if such invalid, illegal, or unenforce-
able provision had never been contained in this Contract.
23. COUNTERPARTS
This Contract may be executed in any number of counterparts, each
of which shall be deemed an original and constitute one and the same
instrument.
24. CAPTIONS
The captions to the various clauses of this Contract are for
informational purposes only and shall not alter the substance of the
terms and conditions of this Contract.
Page 6 of 7
25. SUCCESSORS AND ASSIGNS
This Contract shall be bindtnE upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and, except as otherwise provided in this Contract, their
assigns.
26. ENTIRE AGREEMENT
This Contract embodies the complete agreement of the parties
hereto, superseding all oral or written previous and contemporary
agreements between the parties and relating to matters in the Contract,
and except as otherwise provided herein cannot be modified without
written agreement of the parties to be attache to and made a part of
this Contract.
EXECUTED this the day of , 19__
by CITY, signing by and through its Mayor, duly authorized to execute
same by Resolution No. , adoped by the City Council on ~
, 19 , and by CONSULTANT, )
APPROVED AS TO FORM:
LAWRENCE W. JACKSON
CITY ATTORNEY
CITY OF COPPELL
LOU DUGGAN
MAYOR
BY
CITY ATTORNEY
BY
CONSULTANT:
lhreadgJ]]-Dowdey & Associates
BY
Dan M. Dowdey~ P.E.
TYPE NAME
Partner
TYPE TITLm
Page 7 of 7
CONSULT CONTRACT
CONSULTANT CONTRACT
TH~. STATE OF TEXAS )
)
COUNTY OF DALLAS )
THIS CONTRACT is made and entered into by and between the CITY OF COPPELL,
a municipal corporation, of Dallas County, Texas, (hereinafter referred to as "CITY")
and
having
principal place of business at
"CONSULTANT").
, (hereinafter referred to as
1'. PURPOSE
The ur se of this Contract is to state the terms and conditions under whieh
P PO , , ". . .. -, , , , ~
2. DESCRIPTION OF SERVICES
CONSULTANT's services hereunder shall include, but shall not be limited to, the
following:
A. CONSULTANT shall perform all the .services as set forth in the City's
request for proposals attached hereto as Exhibit "A" and Consultant's proposal of
, 19 (as modified) attached hereto as Exhibit "B," both of
which are made a part o-ir-~his Contract for all purposes; provided, however, should
there be any conflict between the terms of the request for proposals, the proposal, and
the terms of this Contract, the terms of this Contract shall be final and binding, and
the request for proposals shall control where it conflicts with the proposal.
B. CONSULTANT shall work closely with the DIRECTOR of the
,.,~...,(,~.,,..,~.~,~ or his designee (hereinafter
referred to as "DIRECTOR") and appropriate CITY officials and perform any and all
related tasks required by the DIRECTOR in order to fulfill the purposes of this Contract.
C. CONSULTANT shall deliver all data, reports and documents which result
from its services to the DIRECTOR in such form as is satisfactory to the DIRECTOR.
3. PERFORMANCE OF SERVICES
CONSULTANT and its employees or associates shall perform all the services under
this Contract. CONSULTANT represents that all its employees or associates who perform
services under this Contract shall be fully qualified and competent to perform the
services described in Section 2.
4. TERM
The term of this Contract shall begin on , 19 .
CO'NSULTANT understands and agrees that time is of the essence. All services, written
reports, and other data are to be completed and delivered to CITY by the termination
date unless an extension of time, based upon good reasons presented by CONSULTANT,
is approved by the DIRECTOR.
5. PAYMENT FOR SERVICES
In consideration of the professional services to be performed by CONSULTANT
under the terms of this Contract, CITY shall pay CONSULTANT for services actually
performed a fee not to exceed $ , unless other conditions
necessitate additional services, which must be authorized in advance by resolution of
the City Council. CONSULTANT's charges for its services are not to exceed similar
~harges of CONSULTANT for comparable services to other customers. Payments to
CONSULTANT shall be in the amount shown by the billings and other documentation
submitted and shall be subject to the DIRECTOR's approval. All services shall be
performed to the satisfaction of the DIRECTOR, and CITY shall not be liable for any
payment under this Contract for services which are unsatisfactory and which have not
been approved by the DIRECTOR. The final payment due hereunder will not be paid
until the reports, data, and documents have been received and approved by the
DIRECTOR.
6. CHANGE IN SERVICES
CITY through its DIRECTOR may request, from time to time, changes in the
scope or focus of the activities, investigations and studies conducted or to be conducted
by CONSULTANT pursuant to this Contract. Any such change which varies significantly
from the scope of services set out in Section 2 and would entail a significant increase
in cost or expense to CONSULTANT shall be mutually agreed on by CONSULTANT and
the DIRECTOR. Changes in the scope, which in the opinion of CONSULTANT and the
DIRECTOR would require additional funding by CITY, must first be authorized in advance
by resolution of the City Council
7. CONFIDENTIAL WORK
No reports, information, project evaluation, project designs, data or any other
documentation developed by, given to, prepared by or assembled by CONSULTANT under
this Contract shall be disclosed or made available to any individual or organization by
CONSULTANT without the express prior written approval of the DIRECTOR.
8. OWNERSHIP OF DOCUMENTS
Upon acceptance or approval by CITY, all reports, information and other data,
given to, prepared or assembled by CONSULTANT undere this Contract, and any other
related documents or items shall become the sole property of CITY and shall be delivered
to CITY. CONSULTANT may make copies of any and all documents for its files.
9. CONSULTANT'S LIABILITY
· ' Approval of CITY shall not constitute nor be deemed a release of the responsibility
an~ liability of CONSULTANT, its employees, agents or associates for the accuracy and
competency for their designs, reports, information, and other documents or services nor
shall approval be deemed to be the assumption of such responsibility by CITY for any
defect, error or omission in the documents prepared by CONSULTANT, its employees,
agents or associates.
10. INSURANCE REQUIREMENTS
CONSULTANT shall procure, pay for, and maintain during the term of this
Contract, with a company authorized to do business in the State of Texas and aeeeptable
to CITY, the minimum insurance eoverage contained in Exhibit ., attached to and
made part of this Contract.
11. INDEMNITY
CONSULTANT shall defend, indemnify, and hold CITY whole and harmless against
any and all claims for damages, costs, and expenses to persons or property that may
arise out of, or be occasioned by or from any negligent act, error or omission of
CONSULTANT or any agent, servant, or employee of CONSULTANT in the execution or
performance of this Contract.
12. RIGHT OF REVIEW
o
CITY may review any and all of the services performed by CONSULTANT under
this Contract.
13. The following shall be eonditions of, and a part of, the consideration of this
Contract, to-wit:
CONFLICT OF INTEREST OF CITY EMPLOYEES
No officer or employee of the City shall have any financial interest, direct or
indirect, in any contract with the City or be financially interested, directly or indirectly,
in the sale to the City of any land, materials, supplies or services, except on behalf of
the City as an officer or employee. Any violation of this section shall constitute
malfeasance in office, and any officer or employee guilty thereof may be subject to
removal from his office or position. Any violation of this section, with knowledge,
express or implied, of the person or corporation contracting with the City shall render
the contract involved voidable by the City Manager or the City Council.
CONFLICT OF INTEREST OF CONSULTANT
Consultant shall not accept other employment or engage in outside activities
incompatible with the proper discharge of his duties and responsibilities with the City,
or which might impair his independent judgment in the performance of his duty to the
City nor personally provide services for compensation, directly or indirectly, to a person
or organization who is requesting an approval, investigation or determination from the
City..
14. NONDISCRIMINATION
As a condition of this Contract, CONSULTANT covenants that CONSULTANT will
take all necessary actions to insure that, in connection with any work under this
Contract, CONSULTANT, his associates and subcontractors, will not discriminate in the
treatment or employment of any individual or groups of individuals on the grounds of
race, color, religion, national origin, age, sex, or physical handicap unrelated to job
performance, either directly, indirectly or through contractual or other arrangements.
In this regard, CONSULTANT shall keep, retain and safeguard all records relating to
this Contract or work performed hereunder for a minimum period of three (3) years
from final Contract completion, with full access allowed to authorized representatives
of the City, upon request, for purposes of evaluating compliance with this and other
'provisions of the Contract.
15. CONTRACT PERSONAL
This Contract provides for personal or professional services, and the CONSULTANT
shall not assign this Contract, in whole or in part, without the prior written consent
of CITY.
16. TERMINATION
CITY may terminate this Contract upon ~ ( ~ ) days written notice
to CONSULTANT with the understanding that es being performed under this
Contract shall cease upon the date specified in such notice. CONSULTANT shall invoice
CITY for all services completed and shall be compensated in accordance with the terms
of this Contract for all services performed by CONSULTANT prior to the date specified
in such notice.
17. NOTICES
Ail notices, communications, and reports required or permitted under this Contract
shall be personally delivered or mailed to the respective parties by depositing same in
the United States mail, postage prepaid, at the addresses shown below, unless and until
either party is otherwise notified in writing by the other party, at the following
addresses. Mailed notices shall be deemed communicated as of five (5) days after mailing.
If intended for CITY, to:
~ity of Coppell
P. O. Box 478
Coppell, Texas 75019
4
If intended for CONSULTANT, to:
18. INDEPENDENT CONTRACTOR
In performing services under this Contract, CONSULTANT is performing services
df the type performed prior to this Contract, and CITY and CONSULTANT by the
execution of this Contract do not change the independent status of CONSULTANT. No
term or provision of this Contract or act of CONSULTANT in the performance of this
Contract shall be eonstrued ss making CONSULTANT the agent, servant, or employee
of CITY.
19. VENUE
The obligation of the parties to this Contract are performable in Dallas County,
Texas, and if legal action is necessary to enforce same, exclusive venue shall lie in
Dallas County, Texas.
20. APPLICABLE LAWS
This Contract is made subject to the provisions of the Charter and ordinances
of CITY, as amended, and all applicable State and federal laws.
21. GOVERNING LAW
This Contract shall be governed by and construed in accordance with the laws
and court decisions of the State of Texas.
22. LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this Contract 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 provision thereof and this
Contract shall be considered ss if such invalid, illegal, or unenforceable provision had
never been contained in this Contract.
23. COUNTERPARTS
This Contract may be executed in any number of counterparts, each of which
shall be deemed an original and constitute one and the same instrument.
24. CAPTIONS
The captions to the various clauses of this Contract are for informational purposes
only and shall not alter the substance of the terms and conditions of this Contract.
25. SUCCESSORS AND ASSIGNS
This Contract shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, sueeessors and, except as otherwise
provided in this Contract, their assigns.
26. ENTIRE AGREEMENT
This Contract embodies the complete agreement of the parties hereto, superseding
all oral or written previous and contemporary agreements between the parties and
relating to matters in this Contract, and except as otherwise provided herein cannot
be modified without written agreement of the parties to be attached to and made a part
of this Contract.
EXECUTED this the day of , 19 , by CITY, signing
by and through its City Manager, duly authorized to execute same by Resolution No.
, adopted by the City Council on , 19 ., and
by CONSULTANT, '
APPROVED AS TO FORM:
LAWRENCE W. JACKSON
City Attorney
CITY OF COPPELL
LOU DUGGAN
Mayor
BY
City Attorney
BY
CONSULTANT:
BY
Authorized Officer
Type Name
Type Title
6
Insurance
Requirements for Contract between City of Coppell and
A. Prior to the time CONSULTANT is entitled to commence any part of the
services under this Contract, CONSULTANT shall procure, pay for and maintain the
following insurance written by companies licensed in the State of Texas or meeting
surplus lines requirements of Texas law and acceptable to CIT-Y. The insurance shall
be evidenced by delivery to CITY of (1) certificates of insurance executed by the
insurer listing coverages and limits, expiration date and term of policy, and certifying
that the insurer is licensed to do business in Texas or meets the surplus lines requirements
of Texas law, and (2) a certified copy of each policy, including all endorsements. The
insurance requirements shall remain in effect throughout the term of this Contract.
(1) Workers' Compensation as required by law; Employers Liability
Insurance of not less than $100,000 for each accident.
· (2) Comprehensive General Liability Insurance, Including
covering, but not limited to, the liability assumed under the indemnification provisio,,s
of this Contract, with limits of liability for bodily injury, including death, of not less
than $300,000 each occurrence and property damage of not less than $100,000 each
occurrence. (Combined single limits coverage of not less than $300,000 each occurrence
is acceptable). Coverage shall be on an ,,occurrence" basis, and the policy shall include
Broad Form Property Damage Coverage, with Fire Legal Liability of not less than
$100,000 per occurrence.
(3) Professional Liability Insurance (including Errors and Omissions) with
minimum limits of $ per occurrence.
(4) Comprehensive Automobile and Truck Liability Insurance, covering
owned, hired and non-owned vehicles, with minimum limits of $300,000 each recurrence
for bodily injury, including death, and $100,000 each occurrence for property damage
(combined single limits coverage of not less than $300,000 each occurrence acceptable),
such insurance to include coverage for loading and unloading hazards.
(5) $ combined single limits bodily injury, including
death, and property damage liability insurance as an excess of the primary coverage
required above, in following form.
B. Each insurance policy shall include the following conditions by endorsement
to the policy.
(1) Each policy shall require that sixty (60) days prior to the expiration,
cancellation, non-renewal or any material change in coverage, a notice thereof shall
be given to CITY by certified mail to: Risk Manager, Department of Finance, City of
Coppell, P. O. Box 478, Coppell, Texas 75019. CONSULTANT shall also notify CITY,
within 24 hours after receipt, of any notices of expiration, cancellation, non-renewal
or material change in coverage it receives from its insuror.
(2) Companies issuing the insurance policies shall have no recourse
against CITY for payment of any premiums or assessments for any deductibles which
all are at the the sole responsibility and risk of CONSULTANT.
Exhibit ._, Page ~ of ~
(3) The term "CITY" or "City of Coppell" shall include all Authorities,
Boards, Bureaus, Commissions, Divisions, Departments, and offices of CITY and the
indivit]ual members, employees and agents thereof in their official capacities, and/or
while acting on behalf of the City of Coppell.
(4) The policy clause "Other Insurance" shall not apply to any insurance
coverage currently held by CITY, to any such future coverage, or to City's Self-Insured
Retentions of whatever nature.
C. CO~ISULTANT hereby waives subrogation rights for loss or damage against
CITY to the extent same is covered by insurance.
Exhibit ,, Page of
EXHIBIT "B"
We propose to provide two (2) surveys at the Town Center
Complex, one to be approx. 6 acres and the other approx 2 acres.
These surveys to be signed and stamped by a Registered Surveyor.
These surveys will be staked on the ground with iron pins at
corners.
THREADGILL-DOWDEY & ASSOCIATES
Dan M. Dowdey, P.E.
December 11, 1986