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HomeMy WebLinkAboutResolution - 2025-R0280 - PSA Contract 18858, Parkhill, On-Call General Surveying Services - 06/24/2025Resolution No. 2025-R0280 Item No. 6.17 June 24, 2025 RESOLUTION BE IT RESOLV�D I3Y 1'Hr CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of I,ubbock, Professional Services Agreement Contract No. 18858 for on-call general surveying services, by and between the City of Lubbock and Parkhill, and related documents. Said Contract is attachcd hereto and incorporated in this resolution as if fully set forlh herein and shall be included in the minutes of the City Council. Passed by the City Council on June 24, 2025 �-- MARK W. MCBRAYER, AYOR A TEST: Cou ney Paz, City Secretary APPROVI:D AS TO CON'1"1;NT: ��C ' * �rik Rejino, Assistant City Manager n��s�•v-o������•��� ►• a � — — elli I,eisure, Senior Assistant City Attorney ccdocs�RES.PSA-No. 18858 Parkhill on call surveying services 6.3.25 Resolution No. 2025-R0280 PROFESSIONAL SERVICES AGREEMENT STATE OF TEXAS § COUNTY OF LUBBOCK § This Professional Service Agreement ("Agreement") Contract No. 18858 is entered into this 24th day of June , 2025, is by and between the City of Lubbock (the "City"), a Texas home rule municipal corporation, and Parkhill, (the" Surveyor"), a Texas corporation. WITNESSETH WHEREAS, The City desires to contract with the Surveyor to provide professional services for On-Call General Surveying Services, (the "Activities"); and WHEREAS, the Surveyor has a professional staff experienced and is qualified to provide professional Surveying services related to Activities, and will provide the services, as defined below, for the price provided herein, said price stipulated by the City and the Surveyor to be a fair and reasonable price; and WHEREAS, the City desires to contract with the Surveyor to provide professional services related to the Activities, and Surveyor desires to provide the Services related to same. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Agreement, the City and the Surveyor hereby agree as follows: ARTICLE I. TERM The term of this Agreement commences on the Effective Date and continues without interruption for a term of 5 years. An amendment to this Agreement resulting in an increase in the amount of the consideration must be approved by the City acting through its governing body. ARTICGE II. SERVICES AND COMPENSATION A. The Surveyor shall conduct all activities, and within such timeframes, as set forth on Exhibit "A", attached hereto (the "Services"). B. The Surveyor shall receive as consideration to be paid for the performance of the Services at such rates as set forth in Exhibit "B". Page 1 of 10 ARTICLE III. TERMINATION A. General. The City may ternunate this Agreement, for any reason or convenience, upon thirty (30) days written notice to the Surveyor. In the event this Agreement is so ternunated, the City shall only pay the Surveyor for services actually performed by the Surveyor up to the date the Surveyor is deemed to have received notice of termination, as provided herein. B. Termination and Remedies. In the event the Surveyor breaches any term and/or provision of this Agreement, the City shall be entitled to exercise any right or remedy available to it by this Agreement, at law, equity, or otherwise, including without limitation, ternunation of this Agreement and assertion of an action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any right or remedy and all rights and remedies shall be cumulative. ll:�l M[y 1� � i��C1J►s� ;7 �� f�Y',7�1lS�]�I The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this Agreement, this provision shall control. �Il_:71_Y_[�1� �1��:7 �1 �:7 �y �►Y tl:ll Y_[�7��Y\�1 �1`J\'7 7��I�L�y A. Existence. The Surveyor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State of Texas. B. Corporate Power. The Surveyor has the corporate power to enter into and perform this Agreement and all other activities contemplated hereby. C. Authorization. Execution, delivery, and performance of this Agreement and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of the Surveyor. This Agreement constitutes legal, valid, and binding obligations of the Surveyor and is enforceable in accordance with the terms thereof. D. Surveyor. The Surveyor maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and is familiar with all laws, rules, and regulations, both state and federal, including, without limitation the applicable laws, regarding the Activities contemplated hereby. Page2of10 E. Performance. The Surveyor will and shall conduct all activities contemplated by this Agreement in accordance with the standard of care, skill and diligence normally provided by a professional person in performance of similar professional services, and comply with all applicable laws, rules, and regulations, both state and federal, relating to professional services, as contemplated hereby. F. Use of Copyrighted Material. The Surveyor warrants that any materials provided by the Surveyor for use by City pursuant to this Agreement shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other law, statute, rule, order, regulation, ordinance or contractual obligation relating to the use or reproduction of materials. The Surveyor shall be solely responsible for ensuring that any materials provided by the Surveyor pursuant to this Agreement satisfy this requirement and the Surveyor agrees to indemnify and hold City harmless from all liability or loss caused to City or to which City is exposed on account of the Surveyor's failure to perform this duty. ARTICLE VI. SCOPE OF WORK The Surveyor shall accomplish the following: Professional Services related to the Services, as provided in Exhibit "A", attached hereto and made a part hereof. ARTICLE VII. INDEPENDENT CONTRACTOR STATUS The Surveyor and the City agree that the Surveyor shall perform the duties under this Agreement as an independent contractor and shall be considered as independent contractor under this Agreement and/or in its activities hereunder for all purposes. The Surveyor has the sole discretion to determine the manner in which the Services are to be performed. During the performance of the Services under this Agreement, the Surveyor and the Surveyor's employees and/or sub-consultants, will not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. ARTICLE VIII. INSURANCE The Surveyor shall procure and carry, at its sole cost and expense through the life of this Agreement, except as otherwise provided herein, insurance protection as hereinafter specified, in form and substance satisfactory to the City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. The Surveyor shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor or sub-consultant of the Surveyor to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability Page 3 of 10 coverage for non-owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A-VII or better. Except for Professional Liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Per Occurrence Single Limit: $1,000,000 General Aggregate Limit: $2,000,000 Professional Liability: Combined Single Limit: $2,000,000 Automobile Liability: Combined Single Limit for any auto: $1,000,000 Per Occurrence Employer's Liability: Per Occurrence Single Limit: $1,000,000 Worker's Compensation Per Occurrence Single Limit: $500,000 Drone (Unmanned Aircraft) Liability: Per Occurrence Single Limit: $1,000,000 General Aggregate Limit: $2,000,000 The Surveyor shall further cause any approved subcontractor or sub-consultant to procure and carry, during the term of this Agreement, the insurance coverage required of Surveyor herein, including without limitation, Professional Liability coverage, protecting the City against losses caused by the professional negligence of the approved subcontractor or sub-consultant. The City shall be listed as a primary and noncontributory additional insured with respect to the Automobile Liability and Commercial General Liability and shall be granted a waiver of subrogation under those policies. The Surveyor shall provide a Certificate of Insurance to the City as evidence of coverage. The Certificate shall provide 30 days' notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy shall be included in the Certificate. The Surveyor shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, the Surveyor shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Surveyor maintains said coverage. The Surveyor may maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City. If at any time during the life of the Agreement or any extension hereof, the Surveyor fails Page 4 of 10 to maintain the required insurance in full force and effect, the Surveyor shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Notwithstanding anything contained herein to the contrary, the professional liability policy shall be maintained at the Surveyor's sole cost and expense. The retroactive date shall be no later than the commencement of the performance of this Agreement and the discovery period (possibly through tail coverage) shall be no less than 10 years after the completion of the Services provided for in this Agreement. The provisions of this Article VIII shall survive the termination or expiration of this Agreement. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OF CONSULTANTS The Surveyor may employ or retain consultants, contractors, or third parties (any of which are referred to herein as "Sub-consultanY'), to perform certain duties of Surveyor, as set forth on Exhibit A, attached hereto, under this Agreement, provided that the City approves the retaining of Sub-consultants. The Surveyor is at all times responsible to the City to perform the Services as provided in this Agreement and the Surveyor is in no event relieved of any obligation under this Agreement upon retainage of any approved Sub-consultant. Any agent and/or Sub-consultant retained and/or employed by the Surveyor shall be required by the Surveyor to carry, for the protection and benefit of the City and the Surveyor and naming said third parties as additional insureds, insurance as described above required to be carried by the Surveyor in this Agreement. The Surveyor represents that such services are either under applicable value thresholds or are otherwise exempt from notice and/or bid requirements under Texas Law. ARTICLE X. CONFIDENTIALITY The Surveyor shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. ARTICLE XI. INDEMNITY THE SURVEYOR SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY OR DEATH TO ANY PERSON, OR 1NJURY TO ANY PROPERTY, RECENED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT CAUSED BY, THE NEGLIGENT ACTS OF THE SURVEYOR, ITS AGENTS, EMPLOYEES, AND/OR SUBCONSULTANTS, Page5of10 RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT ANDIOR THE USE OR OCCUPATION OF CITY OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS The Surveyor shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Agreement, and any amendments thereto. ARTICLE XIII. NOTICE A. General. Whenever notice from the Surveyor to the City or the City to the Surveyor is required or pernutted by this Agreement and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand (in which case such notice shall be effective upon delivery); (2) facsimile (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. B. Surveyor's Address. The Surveyor's address and numbers for the purposes of notice are: Parkhill Sam Wyatt, RPLS 4222 85"' St. Lubbock, Texas 79423 Telephone: (806) 473-3532 Email: swvatt(a��parkhill.com C. City's Address. The City's address and numbers for the purposes of notice are: Zildjian Manicavelu, EIT City of Lubbock P.O. Box 2000 1314 Avenue K Lubbock, Texas 79457 Telephone: (806) 775-3630 Email: zmanicavelu@mylubbock.us D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Agreement, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. Page6of10 ARTICLE XIV. CITY-PROVIDED DATA AND RESPONSIBILITIES Provision of Data. The City shall furnish the Surveyor non-confidential studies, reports and other available data in the possession of the City pertinent to the Surveyor's Services, so long as the City is entitled to rely on such studies, reports and other data for the performance of the Surveyor's Services under this Agreement (the "Provided Data"). The Surveyor shall be entitled to use and rely, so long as such reliance is reasonable, upon all such Provided Data. ARTICLE XV. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Agreement are inserted in this Agreement strictly for the parties' convenience in identifying the provisions to this Agreement and shall not be given any effect in construing this Agreement. B. Audit. The Surveyor shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, the Surveyor's books and records with respect to this Agreement between the Surveyor and the City. C. Records. The Surveyor shall maintain records that are necessary to substantiate the services provided by the Surveyor. D. Assignability. The Surveyor may not assign this Agreement without the prior written approval of the City. E. Successor and Assigns. This Agreement binds and inures to the benefit of the City and the Surveyor, and in the case of the City, its respective successors, legal representatives, and assigns, and in the case of the Surveyor, its permitted successors and assigns. F. Construction and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE SOLE AND EXCLUSNE NRISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS, COLTNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISiNG OUT OF OR RELATING TO THIS AGREEMENT OR Ti IE ACTIONS THAT ARE CONTEMPLATED HEREBY. Page 7 of 10 G. Severability. If any provision of this Agreement is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstance, the remainder of this Agreement and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. H. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Agreement, and duly authorized and executed by the Surveyor and the City. I. Entire Agreement. This Agreement, including Exhibits "A" through "B" attached hereto, contains the entire agreement between the City and the Surveyor, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. J. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between the Surveyor and the City. K. Documents Owned by City. Any and all documents, drawings and specifications prepared by Surveyor as part of the Services hereunder, shall become the property of the City when the Surveyor has been compensated as set forth in Article II, above. The Surveyor shall make copies of any and all work products for its files. L. Notice of Waiver. A waiver by either the City or the Surveyor of a breach of this Agreement must be in writing and duly authorized to be effective. In the event either pariy shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. M. Third Pariy Activities. Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than the City and the Surveyor. N. Non-Appropriation. All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non-appropriation of funds by the City Council of the City of Lubbock for the services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then- current fiscal year or when the appropriation made for the then-current year for the services covered by this Agreement is spent, whichever event occurs first (the "Non-Appropriation Date"). If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the Surveyor on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the Non-Appropriation Date. Page S of 10 O. Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization P. No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term di the contract. Q. Texas Government Code 2274. By entering into this Agreement, Surveyor verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a iirearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Surveyor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Surveyor verifies that, pursuant to Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the contract against a firearm entity or firearm trade association. R. Surveyor represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Surveyor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Surveyor verifies that, pursuant to Texas Government Code Chapter 2274, it does not boycott energy companies; and will not boycott energy companies during the term of the Agreement. This verification is not required for an agreement where a governmental entity determines that these requirements are inconsistent with the governmental entity's constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing, or investment of funds. S. Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Surveyor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: Page 9 of 10 (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. T. Professional Responsibility. All Surveying services to be performed shall be done with the professional skill and care ordinarily provided by competent Surveyors practicing under the same or similar circumstances and professional license. EXECUTED as of the Effective Date hereof. CITY OF LUBBOCK MARK MCBRAYER, MAYO ATTEST: Courtney Paz, City Secretary APPROVED AS TO CONTENT: �—+ � �/ Turpin, �., �`ivision Director of Surveying/City Surveyor D AS TO FORM: i Leisure, Senior Assistant City Attorney Firm Parkhill � � By: Sam Wyatt, RPLS, Partner Email: swyatt@parkhill.com Page 10 of 10