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HomeMy WebLinkAboutResolution - 2009-R0465 - Agreement - LMPO - Update Congestion Management System Plan, SAFETEA-LU - 11/05/2009solution No. 2009-RO465 vember 5, 2009 em No. 5.12 RESOLUTION IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and acted to execute for and on behalf of the City of Lubbock, a Professional Services reement between the City of Lubbock and the Lubbock Metropolitan Planning Yanization to update the Metropolitan Planning Organization's Congestion Management System Plan in accordance with SAFETEA-LU requirements, and related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. ,Passed by the City Council this 5th day of ATTEST: Rebec a Garza, City Secretary APPROVED AS TO CONTENT: ,6,, nau- M� Reed Chief Operating Officer, Public Works APPROVED AS City Attorney vs� PSA -MPO -Congestion .res 10 2809 November 2009, TOM MARTIN, MAYOR Resolution No. 2009-RO465 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into this 5th day of November, 2009, by and between the Lubbock Metropolitan Planning Organization (the "MPO"), and the City of Lubbock, Texas ("City") WITNESSETH WHEREAS, City, by and through its traffic department, has substantial skill, resources, and experience in collecting data and analyzing said data to reach conclusions and make interpretations with regard to managing the Lubbock MPO's Congestion Management System Plan as located in the metropolitan area served by the MPO, and is imminently qualified to perform such activities; WHEREAS, City has demonstrated competence and qualifications to perform the Services, as defined below, and will perform the Services for a fair and reasonable price; WHEREAS, the MPO desires to contract with City to perform Services, and City desires to provide said Services. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the MPO and City agree as follows: ARTICLE I Services 1.01 City shall conduct all activities and within such time frames, as set forth on Exhibit "A", "Scope of Services", attached hereto (the "Services"). ARTICLE II Compensation and Term 2.01 The consideration to be paid for the Services to be provided the MPO as described in Article I shall be on a per -task -completed basis. This amount shall be invoiced to the MPO monthly as work is performed, or as otherwise agreed to in writing by the MPO and City. Professional Services Agreement - MPO/City of Lubbock Page 1 of 9 2.02 It is understood by the MPO that in some cases the tasks listed in Exhibit A are a continuing process and that the completion of each task is ongoing. The task sponsor may charge the MPO on a recurring basis throughout the year provided that the MPO is furnished by the 15th day of each month a detailed description of the task completed including at a minimum: 1. The number of man-hours used to perform the task. 2. Cost per man-hour. 3. Any other cost associated with producing the task. 4. An explanation of how the work produced relates to transportation planning within the MPO 'Metropolitan Area Boundary. 5. Completed timesheets of the individuals working on each task that are used to seek reimbursement. 6. Total amount of reimbursement sought for the tasks.. 2.03 The MPO may terminate this Agreement by providing written notice to City at least thirty (30) days prior to the effective date of termination as provided in such notice. In the event this Agreement is so terminated, the MPO shall pay City only for services actually performed by City up to and including the date the City is deemed to have received the MPO's notice of termination. 2.04 The parties hereto agree that funds from which payments, if any, under this Agreement shall be made originate from federal and state grant funds, and are subject to and contingent upon continued funding. In the event said funding is discontinued, the MPO shall provide City with thirty (30) days notice thereof, and City shall immediately discontinue all activities in progress pursuant to this Agreement. Parties acknowledge and agree that in no case shall total payments from the MPO under this Agreement exceed SEVEN THOUSAND AND NO/100 DOLLARS ($7,000.00). The Parties further acknowledge and agree that no payment shall be due or be made that would cause or Professional services Agreement— MPO/City of Lubbock Page 2 of 9 otherwise result in a violation of the terms and conditions of the underlying federal or state grants, or a violation by the MPO of any existing federal or state law. ARTICLE III Independent Contractor 3.01 It is understood and agreed that City is to perform the Services in a sound and professional manner and exercising the degree of care, skill, and diligence in the performance of the Services as is exercised by a professional under similar circumstances, and City hereby warrants to the MPO that the Services shall be so performed. Further, City is and shall be considered at all times an independent contractor under this Agreement and/or in its service, hereunder. During the performance of the Services under this Agreement, City and City's employees will not be considered, for any purpose, employees or agents of the MPO 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 IV Events of Default/Remedies 4.01 MPO's Defaults/City's Remedies. In the event the MPO shall default in the performance of any term or ,provision of this Agreement for any reason other than failure by City to perform hereunder, City may, if said default shall be continuing after five (5) days notice of such default is deemed received by the MPO, exercise any right or remedy available to it by law, contract, equity, or otherwise. City's Defaults/MPO's Remedies. In the event City shall default in the performance of any term or provision of this Agreement for any reason other than failure by the MPO to perform hereunder, the MPO may, if said default shall be continuing after five (5) days Professional Services Agreement - MPOICity of Lubbock Page 3 of 9 notice of such default is deemed received by City, exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, specific performance and/or the right to terminate this Agreement without additional notice. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. ARTICLE V AAicr-c11oncn1 oc 5.01 City shall comply with all laws, statutes, regulations, ordinances, rules, and any other legal requirement related to, in any way, manner or form, the performance of the Services contemplated herein. 5.02 Any notice required by this Agreement shall be deemed to be properly served, if (i) provided in person or by telephonic facsimile; or (ii) deposited in the United States mail by certified letter, return receipt requested, addressed to the recipient at recipient's address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. Notice shall be deemed to be received when delivered if provided in person or by telephonic facsimile or, if deposited in the United States mail, as set forth above, three (3) days after depositing such notice in the United States mail, as set forth above. For MPO: H. David Jones, Transportation Planning Director Lubbock Metropolitan Planning Organization 916 Main Street, Suite 706 Lubbock, Texas 79401 Facsimile: (806) 775-1675 wl copy to.. City Attorney P.O. Box 2000 Lubbock, Texas 79457 Facsimile: (806) 775-3307 Professional Services Agreement — MPO1City of Lubbock Page 4 of 9 For City Marsha Reed Chief Operating Officer, Public Works P.O. Box 2000 Lubbock,Texas 79457 Facsimile: (806) 775-3074 5.03 THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORMABLE, AT LEAST IN PART, IN LUBBOCK COUNTY, TEXAS. VENUE FOR ANY ACTION BROUGHT PURSUANT TO THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS. 5.04 This Agreement represents the entire and sole agreement between the MPO and City with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, representations or other agreements, whether written or oral, for that purpose. This Agreement may not be modified or amended except in writing and duly executed by each party hereto. 5.05 Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between City and the MPO. 5.06 If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary to render it valid and enforceable so long as said modification is reasonably within the intent the parties as originally expressed. In the event such provision may not be so modified, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in force and effect as if such provision had not been included in this Agreement. Professional Services Agreement - MPO/City of Lubbock Page 5 of 9 5.07 Any and all documents, drawings and specifications prepared by City as part of the Services hereunder, shall become the property of the MPO when City has been compensated as set forth in Section 2.01, above. 5.08 A waiver by either MPO or City of a breach of this Agreement must be in writing to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. 5.09 Neither MPU nor City may assign this Agreement, in whole or in part, without the written consent of such assignment by the non -assigning party. MPO and City each bind itself or himself, their legal representatives and permitted assigns in respect to all provisions of this Agreement. 5.10 Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than NIPO and City. 5.11 City represents and warrants to MPO that it has taken all actions necessary to authorize the party executing this Agreement to bind, in all respects, City to all terms and provisions of this Agreement, and that such person possesses authority to execute this Agreement and bind City hereto. [THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY] Professional Services Agreement - MPO/City of Lubbock Page 6 of 9 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above. MPO John, eonard, III, Chair Transportation Policy Committee ATTEST: Tara Davis MPO Secretary APPROVED AS TO CONTENT: 4J.� 4 �'Jry H. David Jones Transportation Planning Director CITY OF LUBBOCK Torn Martin Mayor ATTEST: Rebecca Garza City Secretary ATTEST AS TO CONTENT: M"dLa= Ld Marsha Reed Chief Operating Officer, Public Works Professional Services Agreement - MPO/City of Lubbock Page 7 of 9 Resolution No. 2049-80465 Exhibit "A" Scope of Services The following items shall be included in the scope of services to be rendered by City pursuant to this Agreement, hereinafter referred to as "Project". It is understood and agreed that unless this Agreement is extended by Parties, mutually and in writing, no activity or compensation therefore shall be made after September 30, 2010, and that the Project shall be completed in full before said date except as otherwise provided for in this Scope of Services. The stated purpose of this project is to update the Lubbock MPO's Congestion Management System Plan in accordance with SAFETEA-LU requirements as necessary. All subtasks set out in this Scope of Services shall be complete on or before September 30, 2010 unless extended by the Technical Advisory Committee and approved in the following year's Unified Planning Work Program. In no case shall the task continue beyond September 30, 2012. Construction and/or performance progress shall be reported monthly to the Technical Advisory Committee by the Project Manager. City will be responsible for any and all research, investigation, and data recovery necessary to perform the described services. City will be responsible for any and all data interpretation, compilation and entry necessary to complete this project. City will be responsible for any survey necessary to perform the data collection, all coordination among the stakeholders, and any mobilization necessary to implement the services to be provided. Collected data will be used by the Lubbock Metropolitan Planning Organization (LMPO) to update the LMPO Congestion Management System Plan as required by law and policies of the various stakeholders. City will continue to update the LMPO's Congestion Management Plan in accordance with SAFETEA-LU requirements as necessary. 2. City will compile and report the Level of Service information contained in the Congestion Management Plan. This is a continuous process that shall be updated as needed. 3. Provide the LMPO assistance in identifying crash locations within the Metropolitan Area Boundary. The information will include producing a map showing the number, location and type of crash. The map or data will indicate Professional Services Agreement — MPOICity of Lubbock Page 8 of 9 whether the crash involved vehicles, bicycles or pedestrians or a combination. This is a continuous process and shall be updated as needed. Professional Services Agreement— MPOICity of Lubbock Page 9 of 9