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HomeMy WebLinkAboutResolution - 2000-R0244 - Contract - Lubbock Land Company & Williams&Peters Construction Co. Inc. - 07/27/2000Resolution No. 2000-80244 July 27, 2000 Item No. 18 RESOLUTION BE 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 directed to execute for and on behalf of the City of Lubbock a Contract between the City of Lubbock, Lubbock Land Company and Williams & Peters Construction Company, Inc., and any other related documents. Said Contract 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 27th day of duly 2000. NDY SI AYOR AS TO City Engin( APPROVED AS TO FORM: M. Knight Assistant City Attorney cp Ccdocs/Williams-Peters-LLC.Res June 30, 2000 CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § Resolution No. 2000 &0244 July 27, 2000 Item No. 18 This contract, (the "Contract"), effective as of the 27th day of July , 2000, (the "Effective Date"), is by and between the City of Lubbock, (the "City"), a Texas municipal corporation, and Williams & Peters Construction Company, Inc. ("WILLIAMS"), and Lubbock Land Company ("LLC"). WITNESSETH WHEREAS, the City Council has determined that the city would contribute a portion of the cost of street paving improvements, as hereinafter described, to be constructed in accordance with the standard City of Lubbock plans and specifications as approved by the City Engineer, and LLC, the owners of property abutting the west half of university avenue from 178 feet south of the south end of radius of 86th street to 780 feet south, have requested permission to have pavement improvements constructed on the aforementioned street and the paving of said street is needed to improve public safety and welfare; and WHEREAS, LLC, the owner of the property abutting on the herein described street will contract separately with WILLIAMS for the above street improvements, and said improvements will be constructed in accordance with the above mentioned plans and specifications under the supervision of the City Engineer, and the owner desires that City contribute its share towards such paving in accordance with Subchapter C, Chapter 212 of the Texas Local Government Code; and WHEREAS, the contract cost of the paving improvements will not exceed $63,531.81, the total cost not over $68,431.81, and the City's share in connection therewith will not exceed $20,529.54, such cost being well within the current prices for paving obtained by competitive bidding, and that such payment to be made by the City is reasonable, fair and just to LLC, the abutting property owners, the City and all other persons affected thereby; THEREFORE, Section 1. THAT, the City Engineer shall review plans and specifications for paving on the street herein described, provided that such plans and specifications meet the usual requirements for paving within the corporate limits of the City of Lubbock; said street being as follows, to -wit: The west half of University Avenue from 178 feet south Contract, City of Lubbock/Lubbock Land Company/Williams & Peters Construction Co., Inc. of the south end of radius of 86 h street to 780 feet south. The City Engineer shall duly inspect said paving construction on said street and to require strict compliance with the approved plans and specification, and upon completion of said paving, and upon final approval by the City Engineer and acceptance of such improvements by the City Council, The City Engineer shall pay WILLIAMS in full and final payment of the City's share of the cost of the above-mentioned improvements a sum not to exceed $19,059.54 which is the City's 30% share and the City Engineer shall pay LLC in full and final payment of the City's 30% share of the engineering for these improvements in a sum not to exceed $1,470.00. Section 2. LLC, the owner of abutting property, and WILLIAMS will pay for all material and labor and costs incidental to such construction, indemnify the City of Lubbock against any costs, claims, or damages of every nature pertaining thereto, and that WILLIAMS furnish the City Engineer with acceptable evidence that WILLIAMS and his sub -contractors, if any, are adequately covered by public liability and property damage insurance policies, that LLC will cause such paving to continue to be done according to the approved plans and specifications, and that upon completion thereof and final approval of the City Engineer all improvements designated herein shall be a permanent part of said street and the property of the City of Lubbock, Without any liability whatsoever. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Contract, the City and WILLIAMS and LLC hereby agree as follows: ARTICLE I. TERMINATION A. General. City may terminate this Contract, for any reason, upon thirty (30) days written notice to WILLIAMS or LLC. B. Termination and Remedies. In the event WILLIAMS or LLC breaches any term and/or provision of this Contract the City shall be entitled to exercise any right or remedy available to it at law or equity, including without limitation, termination of this Contract and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. City or WILLIAMS or LLC may, in its sole discretion, terminate this Agreement at any time, with or without cause upon thirty (30) days written notice. 2 Contract, City of L"ubbock/Lubbock Land Company/Williams & Peters Construction Co., Inc. ARTICLE H. REPRESENTATIONS AND WARRANTIES A. Authority. LLC has authority to enter into this contract. B. Existence. WILLIAMS 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. C. Corporate Power. WILLIAMS has the corporate power to enter into and perform this Contract and all other activities contemplated hereby. D. Authorization. Execution, delivery, and performance of this Contract and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of WILLIAMS and LLC. This Contract constitutes legal, .valid, and binding obligations of WILLIAMS and LLC and is enforceable in accordance with the terms therof. E. Contractor. WILLIAMS maintains a professional staff and employs, as needed, other qualified specialists experienced in designing and constructing street paving projects, and are familiar with all laws, rules, and regulations, both state and federal, including, without limitation the applicable laws, regarding the activities contemplated hereby. F. Performance. WILLIAMS will and shall conduct all activities contemplated by this Contract in a good and workmanlike manner, and comply with all laws, rules, and regulations, both state and federal, relilting to predictive maintenance services, as contemplated hereby. If any of the activities of WILLIAMS, or omissions of the activities required herein, shall cause, in whole or in part, liability or loss on the part of the City, it shall be deemed that WILLIAMS did not perform said activities (or omitted the performance of said activities) in a good and workmanlike manner. G. Use of Copyrighted Material. WILLIAMS warrants that any materials provided by WILLIAMS for use by City pursuant to this Contract shall not contain any proprietary material owned by any other party'that is protected under the Copyright Act or any other similar law. WILLIAMS shall be solely responsible for ensuring that any materials provided by WILLIAMS pursuant to this Contract satisfy this requirement and WILLIAMS agrees to hold City harmless from all liability or loss to which City is exposed on account of WILLIAMS' failure to perform this duty. 3 Contract, City of Lubbock/Lubbock Land Company/Williams & Peters Construction Co., Inc. ARTICLE III. INDEPENDENT CONTRACTOR STATUS WILLIAMS and City agree that WILLIAMS and LLC shall perform the duties under this Contract as an independent contractor. WILLIAMS has the sole discretion to determine the manner in which the services are to be performed. ARTICLE IV. INSURANCE A. General. WILLIAMS shall procure and carry, at its sole cost and expense through the life of this Contract insurance protection hereinafter specified, in form and substance satisfactory to the City. City must approve all policies prior to the commencement of any activities whether performed by WILLIAMS, subcontractor, agents, or third parties. The insurance carrier must be an insurance company authorized to transact business in the State of Texas and have a Best's Financial rating of A:VII. A Certificate of Insurance specifying each and all coverage shall be submitted to City prior to the execution of this Contract. All insurance shall be prepared and executed by the insurance -company or it's authorized agents and shall contain an endorsement naming the City of Lubbock an additional insured. Written notice of cancellation or any material change will be provided thirty (30) days in advance of cancellation or change. All insurance, other than Workers' Compensation, shall provide a waiver of subrogation in favor of the City of Lubbock, and shall contain cross liability and severability clauses. B. Required Coverage. WILLIAMS shall obtain and maintain policies of insurance throughout the Contract term in limits specified below. Said policies shall contain a Waiver of Subrogation in favor of the City and LLC and shall name said parties as additional insureds on same. 1. Worker's Compensation. WILLIAMS shall maintain Workers' Compensation and a minimum of Five Hundred Thousand and no/100 Dollars ($500,000.00) Employer's Liability insurance coverage as required by statute or coverage approved by the City Risk Management Coordinator. 2. Commercial General Liability. WILLIAMS shall maintain Commercial General Liability coverage endorsed to include premises/operations, contractual liability, independent contractors' and completed operations. The policy shall have a minimum of One Million and no/100 Dollars ($1,000,000.00) combined single limit in the aggregate and per occurrence. 3. Commercial Automobile Liability. WILLIAMS shall maintain Commercial Automobile Liability coverage with a minimum of One Million and no/100 Dollars ($1,000,000.00) combined single for Bodily injury and Property Damage and shall include any auto or in the alternative, owned autos, non -owned autos and hired autos. 4 Contract, City of Lubbock/Lubbock Land Company/Williams & Peters Construction Co., Inc. 4. Umbrella. WILLIAMS shall maintain Umbrella coverage with a minimum of One Million and no/100 Dollars ($1,000,000.00). C. Subcontractors. WILLIAMS shall require each subcontractor with whom it contracts to provide activities as contemplated by this Contract, to obtain proof of insurance coverage as set forth herein, and to provide to WILLIAMS, prior to such person performing any such activities, a Certificate of Insurance establishing such coverage. D. LLC shall provide City an irrevocable letter in favor of and payable to City the amount of $68,431.81. ARTICLE V. EMPLOYMENT OF AGENTS WILLIAMS or LLC may employ or retain agents, consultants, contractors, or third parties, to perform certain duties of WILLIAMS and LLC under this Contract provided that WILLIAMS and LLC is in no event relieved of any obligation under this Contract. Any such agents, contractors, or third parties retained and/or employed by WILLIAMS and LLC shall be required to carry, for the protection and benefit of the City and WILLIAMS and LLC and naming said third parties as additional insureds, insurance as described above in this Contract. ARTICLE VI. CONFIDENTIALITY WILLIAMS and LLC 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 VII. INDEMNITY WILLIAMS and LLC shall indemnify and save harmless the City of Lubbock and its officers, agents, and employees from all suits, actions, losses, damages, claims, or liability of any 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 injury to any property, received or sustained by any person or persons or property, arising out of, or occasioned by, the acts of WILLIAMS and LLC, its agents or employees, in the execution of this Contract. 5 Contract, City of Lubbock/Lubbock Land Company/Williams & Peters Construction Co., Inc. ARTICLE VIII. COMPLIANCE WITH APPLICABLE LAWS WILLIAMS and LLC 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 Contract, and any amendments thereto. ARTICLE IX. NOTICE A. General. Whenever notice from WILLIAMS and LLC to City or City to WILLIAMS and LLC is required or permitted by this Contract 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. (2) facsimile, or other reasonable means (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. are: B. Contractor's Address. WILLIAMS's address and numbers for the purposes of notice Williams & Peters Construction Company, Inc. Attn: Dean Williams, President P.O. Box 3907 Lubbock, Texas 70452 Telephone: (806) 745-4171 C. Owner's Address. LLC's address and numbers for the purposes of notice are: Lubbock Land Company Attn: Randy Neugebauer 8200-C Nashville Avenue, Suite 105 Lubbock, Texas 79423 Telephone: (806) 798-0098 D. City's Address. The City's address and numbers for the purposes of notice are: City of Lubbock Attn: Larry D. Hertel P. 0. Box 2000 1625 13th Street Lubbock, Texas 79457 Telephone: (806) 775 - 2329 Facsimile: (806) 775 - 3074 6 Contract, City of Lubbock/Lubbock Land Company/Williams & Peters Construction Co., Inc. E. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party, referring specifically to this Contract, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. ARTICLE X. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any effect in construing this Contract. B. Audit. WILLIAMS and LLC shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, WILLIAMS' and LLC's books and records with respect to this Contract between WILLIAMS and LLC and City. C. Records. WILLIAMS and LLC shall maintain records that are necessary to substantiate the services provided by WILLIAMS and LLC. D. Assignability. WILLIAMS and LLC may not assign this Contract without the prior written approval of the City. E. Successor and Assigns. This Contract binds and inures to the benefit of the City, WILLIAMS and LLC, and.their respective successors, legal representatives, and assigns. F. Construction and Venue. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Contract is ever held to be invalid or ineffective by any court of competent Jurisdiction with respect to any person or circumstances, the remainder of this Contract 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. 7 Contract, City of Lubbock/Lubbock Land CompanyMilliams & Peters Construction Co., Inc. H. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Contract, and duly executed by WILLIAMS and LLC and City. I. Entire Agreement. This Contract, contains the Entire Contract between the City and WILLIAMS and LLC, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. Contract, City of Lubbock/Lubbock Land Company/Williams & Peters Construction Co., Inc. EXECUTED as of the Effective Date hereof. CITY OF ::1 r1 ,, - MAYOR A EST: jti'� Ka3jbarnelb City Secretary APPROVED AS TO CONTENT: Larry D. Hdrtel City Engineer APPROVED AS TO FORM: r� ohn M. Assistant City Attorney JMK:cp CityattlJohn\Williams-Peters-CITY.Contract June 30, 2000 Contractor: Williams & Peters Construction Co., Inc. ,v J Dean Williams, President Owner: Lubbock Land Company Randy NeugSbauer 9 Contract, City of Lubbock/Lubbock Land Company/Williams & Peters Construction Co., Inc.