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Ordinance No. 4,43560424 -2 ORDINANCE NO. 4435 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT WITH MNM ENGINEERING ASSOCIATES FOR ELECTRICAL DESIGN SERVICES IN THE INSTALLATION OF AN EMERGENCY GENERATOR FOR THE POLICE DEPARTMENT; AUTHORIZING PAYMENT BY THE CITY OF SEVEN THOUSAND THREE HUNDRED AND NO /100 {$7,300.00} DOLLARS; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby approves an agreement with MNM Engineering Associates and authorizes the Mayor and City Clerk of the City of Baytown to execute and attest to said agreement for the preparation of electrical design services in the installation of an emergency generator for the Police Department. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: The City Council hereby authorizes payment of SEVEN THOUSAND THi-�EE HUNDRED AND NO /100 ($7,300.00) DOLLARS to MNM Engineering Associates for the described study. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City of Baytown, this the 24th day of April, 1986. i ATTEST: EILEEN P. HALL, City Clerk i / �� .. .�- THE STATE OF TEXAS § § AGREEMENT COUNTY OF HARRIS § THIS Agreement is made this the day of 19 , between t h e CITY OF i3AYTCMN , a m u n i c i p a l corporation, hereinafter called "City," and NINM ENGINEERING ASSOCIATES, INC., hereinafter called "Contractor." W I T N E S S E T H 1. Services. The Contractor, as an independent contractor, agrees to furnish Engineering Consultant services until the completion of the project or until this contract is otherwise terminated by one of the parties. Contractor will make general determinations as to whether the project is proceeding in accordance with the contract. Contractor will keep the City informed of such progress, and will use his best efforts to protect the City from defects and deficiencies in the work. 2. Independent Contractor. The Contractor shall act as an independent contractor in the performance of services herein described. Nothing herein contained at any time or in any manner shall be construed to effect an agreement of partnership or joint venture or render any party hereto the employer of any other party and /or its employees, agents or representatives. 003:009 1 3. Coordination With City. The Contractor shall hold periodic conferences with the City, or its representatives, to the end that the Project, as perfected, shall have full benefit of the City's experience and knowledge of existing needs, and facilities, and be consistent with the current policies and standards. To implement this coordination, the City shall make available to the Contractor, all existing plans, statistics, computations and other data in its possession relative to existing facilities, policies and procedures. 4. Liaisons Between the _City and Contractor. The City designates Bob Dabney and Contractor designates to have the duty of acting as the points of contact to effect the expeditious execution of the work called far by Project description hereunder. Bob Dabney shall be empowered to request modifications or alterations of the services performed by issuing additional Project description orders, and shall also be the person to whom any communications relating to this Agreement or any Project description order or the performance thereunder may be directed. 5. Termination. Either party to this Agreement may terminate the Agreement by giving to the other thirty (30) days notice in writing. Upon delivery of such notice by the City to the Contractor, and upon expiration of the thirty ( 30 ) day 003:009 2 period, the Contractor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders or contracts are chargeable to this Agreement. As soon as practicable after receipt of notice of termination, the Contractor shall submit a statement, showing in detail the services performed under this Agreement to the date of termination. The City shall then pay the Contractor promptly that portion of the prescribed charges which the services actually performed under this Agreement bear to the total services called for under this Agreement, less such payments on account of the charges as have been previously made. 6. Changes. The City may, from time to time, require changes in the scope of the services of the Contractor to be performed hereunder. Such changes that are mutually agreed upon by and between the City and the Contractor and approved by City Council shall be incorporated into this contract. 7. Audit and Records. The Contractor agrees to: (a) Accept sole responsibility to pay for all services and materials contracted for by the Contractor in the execution of the Project task described above. (b) Furnish any reports which may be required or reasonably requested by the City. 003:009 3 ( c ) Make available to State and /or Federal agencies the accounting records and books of the Contractor for examination and audit as provided in the Charter of the City. 8. Insurance and /or Indemnification. The Contractor shall secure and maintain such insurance as will protect it from claims under the Workmen's Compensation acts. The Contractor agrees to indemnify, and does hereby indemnify, hold harmless and defend, the City, its agents, servants and employees, from and against any and all claims for damages or injuries to persons or property of whatsoever kind arising, whether real or asserted, arising out of its negligent acts, errors or omissions incident to this Project. 9. Arbitration. The parties agree that any dispute or claim concerning this Agreement or the terms or conditions of employment, including whether such dispute or claim is arbitrable, will be settled by arbitration. Any dispute or claim arising hereunder will be submitted to arbitration upon request of either party. The parties may agree on one arbitrator, otherwise, three arbitrators are required. One arbitrator will be selected in writing by each party, the third will be chosen by the first two. If the party demanding arbitration fails to name an arbitrator within ten (10) days of demand, his right to 003:009 4 arbitration will lapse and the claim or dispute will be deemed final. Should two selected arbitrators fail to choose a third, he will be chosen by a District Judge serving the county where the Project is to be performed. The arbitrators may make a written request for any information concerning the dispute or claim. If either party refuses or neglects to supply information within ten (10) days of such request, the arbitrators may proceed with ex parte arbitration. The decision of the arbitrators, including determination of amount of any damages suffered, shall be exclusive, final, and binding an both parties, their heirs, executors, administrators, successors, and assigns. Each party shall bear his own expenses in the arbitration for arbitrators fees and attorneys fees for his witnesses and other expenses of presenting his case. Other arbitration costs, including administrative fees, and fees for records or transcripts, shall be borne equally by the parties. 10. Contract Terms to be Exclusive. This written Agreement contains the sole and entire agreement between the parties and shall supersede any and all other agreements between the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof except such representations as are specifically 003:009 5 set forth herein and each of the parties hereto acknowledges that he or it has relied on his or its own judgment in entering into the same. The parties hereto further acknowledge that any statements or representations that may have heretofore been made by either of them has relied thereon in connection with his or its dealings with the other 11. Waiver or Modification Ineffective Unless in Writing. It is further agreed that 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 herewith and that no evidence of any waiver or modification shall be offered or received in evidence in.any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modifications is in writing, duly executed as aforesaid, and the parties further agree that the precisions of this paragraph may not be waived except as herein set forth. 12. Contract Governed by Law of State of Texas. The parties hereto agree that it is their intention and covenant that this Agreement and performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Texas and that in 003:009 6 any action, special proceeding, or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Texas shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. 13. Officials Not to Benefit. No officer, member or employee of the Contractor or Subcontractor and no member of the governing body, and no other public officials of the governing body of the City who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this Project, shall participate in any decision relating to this Contract which affects his or her personal interest or have any personal or pecuniary interest, direct or indirect, in this Contract, except as permitted by the terms of this contract. 14. Copyrights and Rights in Data. When activities involved in the services provided for in this Contract produce original books, manuals, films, computer programs (including executable computer programs and supporting data in any form) or other copyrightable material, the Contractor may copyright such. 15. Successors and Assignments. The City and the Contractor each binds himself and his successors, executors, administrators and assigns to the other party of this Agreement 003:009 7 and to the successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement, except as above, neither the City nor the Contractor shall assign, sublet or transfer their interest in this Agreement without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any public body which may be party hereto. 16. Periods of Performance. The Contractor agrees to complete the performance of the services described in attached Exhibit "A." 17. Contractor's Price. For and in consideration of the services to be performed by the Contractor under the provisions of this Agreement, the City shall pay the Contractor the Firm Fixed Price of SEVEN THOUSAND THREE HUNDRED AND NO/100 ($7,300.00) DOLLARS. 18. Payments to the Contractor. The City shall pay the Contractor a percentage of the completed project upon document completion, within thirty (30) days of submission of an invoice. Final payment shall be made upon further acceptance of the project. 003:009 8 0 The City and Contractor hereby mutually agree to the full performance of the terms, covenants and conditions set forth above. IN WITNESS VIHEREOF, the City and the Contractor have signed this instrument in duplicate originals and have entered this Agreement on the day, month and year first set forth above. ATTEST: C I TY OF BAYTOVW (CITY) 13y EILEEN P. HALL, City Clerk EMvETT O. FUTTO, Mayor ATTEST: MW ENGINEERING ASSOCIATES, INC. (CONTRACTCR ) By Secretary 003:009 E W EXHIBIT "A" SCOPE OF SERVICES 1. GENERAL a. This Exhibit "A" is part of an Agreement for management consultant services by and between the City of Baytown (City) and MNM Engineering Associates, Inc. (Contractor) dated the day of __.. and is intended to be attached thereto. 1986, b. The services to be performed by the Contractor under the provisions of the above said Agreement are described below. 2. SPECIFICATIONS AND DRAWINGS Contractor will design and provide complete construction drawings and specifications and checking of shop drawings. 3. CONSTRUCTION ADMINISTRATION Contractor will provide construction administration to the completion of the project. 4. STAFFING Pat Mann shall personally supervise the project.