Loading...
Res 13-15 Approving a Contract with Humphrey Associates TOWN OF WESTLAKE RESOLUTION NO. 13-15 A RESOLUTION OF THE TOWN COUNCIL OFT E TOWN OF WESTLAKE, TEXAS, AWARDING THE BID AND ENTER AN AGREEMENT WITH HUMPHREY & ASSOCIATES FOR THE INSTALLATION OF UNDERGROUND POWER UTILITIES FOR THE THREE (3) TEMPORARY CLASSROOM BUILDINGS AT THE WESTLAKE ACADEMY. WHEREAS, the Town of Westlake owns and operates the Westlake Academy and provides facilities for Town and Academy use; and, WHEREAS, add three (3) temporary buildings which would add six (6) additional classrooms allow for any enrollment growth over the next several months; and, WHEREAS, the agreement would include the install underground utility to the three (3) portable buildings located at the Westlake Academy; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town of Westlake Town Council does hereby approve the contract with Humphrey & Associates relating to the new portables that will allow for a number of options to be executed based upon enrollment growth over the next several months attached as Exhibit "A SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 13-15 Page 1 of 2 SECTION 4e That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 22nd DAY OF APRIL 2013. ATTEST: Laura,L. Wheat, Mayor Kelly'Edward Town Secretary Thomas E. Bryme ,vwn Manager APPROVED AS TO FORM: OF ,. L. Stanton Lov6, Town Attorney S Resolution 13-15 Page 2 of 2 AGREEMENT BETWEEN TOWN AND CONTRACTOR THIS AGREEMENT is dated as of the 11 th day of April in the year 2013,by and between the Town of Westlake,Texas (hereinafter called OWNER) and Humphrey&Associates,Inc. (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article k.WORK. CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents,The Work is generally described as follows: The work to be done as covered by these contracts and specifications consists of the famishing of all labor,shipping,materials,equipment,and incidentals for the Town of Westlake Civic Campus located at 2600 JT Ottinger Rd. Westlake,Tx. 76262 which include three or more temporary classroom buildings which include six classroom and restrooms. An itemized list is provided on the scope work and site plan. All manufacture and warrant information must be provided in two-three ring notebook. Article 2.CONTRACT TIME. . 2.1. CONTRACTOR agrees to commence work within ten(5)days after the date of written notice to commence work,and to complete the work on which he has bid by June 30,2013 as provided in the General Conditions. Article 3.CONTRACT PRICE. 3.1 OWNER shall pay CONTRACTOR for completion of the Work on a Unit Price Work Basis in accordance with the Contract Documents in current funds based on the measured quantities and the unit prices stated in the Proposal. Article 4.PAYMENT PROCEDURES. 4.1 CONTRACTOR shall submit Applications for Payment on work completed during the previous month on the first day of the month. CONTRACTOR shall present only one Application for Payment each month. Applications for Payment will be processed by OWNER shall make payment to CONTRACTOR within thirty(30)days of the date of the invoice. 17 Resolution 13-15A h -- ---- ----- ------------------ Article 5. INTEREST. 5.1 All moneys not paid when due shall bear interest at the maximum rate allowed by law at the place of the Project. Article 6.CONTRACTOR'S REPRESENTIONS. In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 6.1 CONTRACTOR has familiarized itself with the nature and extent of the Contract Documents,Work,site,locality, and all local conditions and Laws and Regulations that in any manner may affect cost,progress,performance or furnishing of the Work. 6.2 CONTRACTOR binds itself to use such materials and so construct the work that it will remain in good repair and condition for and during the period of two (2)years from the date of the repair and to maintain said work in good repair and condition for said term of two (2)years. CONTRACTOR binds itself to repair or replacement in part at any time within said period,if in the opinion of the owner, it is necessary. 6.3 To the fullest extent permitted by laws and Regulations, CONTRACTOR shall indemnify and hold harmless OWNER and their consultants,agents and employees from and against all claims,damages, losses and expenses, direct,indirect or consequential(including but not limited to fees and charges of engineers, architects,attorneys and other professionals and court and arbitration costs) arising out of or resulting from the perform Performance of Work,provided that any such claim,damage,loss or expense(a) is attributable to bodily injury, sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself)including the loss of use resulting there from and(b is caused in whole or in part by any negligent act or omission of CONTRACTOR, and Subcontractor,any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable,regardless of whether or not it is caused in part by a party indemnified hereunder or arises by or is imposed by Laws and Regulations regardless of the negligence of any such party. 6.4 In any and all claims against OWNER or any of their consultants,agents or employees by any employee of CONTRACTOR,any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, the indemnification obligation under paragraph 6.3 shall not be limited in any way by any limitation on the amount or type of damages,compensation or benefits payable by or for CONTRACTOR or any such Subcontractor or other person or organization under workers'or workmen's compensation acts, disability benefit acts or other employee benefit acts. 18 Resolution 13-15A Article 7.Contract Documents 7.1 The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the Work consist of the following: o Site location map o Notice to Bidders o Instructions to Bidders o Bid Proposal o This Agreement o Pre Bid Bond o Maintenance Bonds o Performance Bond o Payment Bond o Bidder's Requirement o Indemnification o Town of Westlake Proof of Liability Insurance o Experience records There are no Contract Documents other than those listed above in this Article 7. .Article 8.TERMINATION. ATION. 8.1 OWNER may terminate contract if CONTRACTOR persistently fails to perform the work in accordance with the Contract Documents including,but not limited to,failure to supply sufficient skilled workers, or suitable materials or equipment,or otherwise violates in any substantial way any provisions of the Contract Documents. OWNER may, after giving CONTRACTOR seven(7) days written notice and to the extent permitted by Laws and Regulations,terminate the services of CONTRACTOR,exclude CONTRACTOR from the site and take possession of the Work. 19 Resolution 13-15A Article 9.MISCELLANEOUS. OUS. 9.1 No assignment by a party hereto of any lights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound, and specifically but without limitation moneys that may become due and moneys that are due may not be assigned without such consent(except to the extent that the effect of this restriction may be limited by law),and unless specifically stated to the contrary in any written consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. OWNER and CONTRACTOR each binds itself, its partners, successors,assigns and legal representatives to the other party hereto,its partners, successors,assigns and legal representatives in respect of all covenants,agreements and obligations contained in the Contract Documents. IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed three(3) copies of the Agreement. Two counterparts each have been delivered to OWNER and CONTRACTOR.. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR. This agreement will be effective on the 11 th day of April '2013. OWNER: CONTRACTOR: Humphrey &Associates,Inc. Town ofs ke, s By' ,_ , i F' By: Thomas E.Dryme'�'—, Stephen Hump }xe uti e Vice President Town Manager ATTEST: '' Kelly dward own SecATTEST' an 'It P. phrey,C Secretary retary Address for giving notices: Address for giving notices: 3 Village Circle, Suite 202 11235 Shady Trail Westlake,Texas 76262 Dallas,Texas 75229 (If OWNER is a public body,attach List name of person to whose attention Resolution authorizing execution of notices are to be sent: Agreement. Judy Sawberger,AR Manager (If CONTRACTOR is a Corporation, attach evidence of authority to sign.) 20 Resolution 13-15A INDEMNIFICATION BY CONTRACTOR Town shall not be liable or responsible for, and shall be saved and held harmless by Contractor from and against any and all suits, actions, losses, damages, claims, or liability of any character, type, or description, including 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, directly or indirectly,the performance of Contractor under this agreement, including claims and damages arising in part from the negligence of Town, without; however, waiving any governmental immunity available to the Town under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. It is the expressed intent of the parties to this Agreement that the indemnity provided for in this section is an indemnity extended by Contractor to indemnify and protect Town from the consequences of Town's own negligence, provided, however, that the indemnity provided for in this section shall apply only when the negligent act of Town is a contributory cause of the resultant injury, death, or damage, and shall have no application when the negligent act of Town is the sole cause of the resultant injury, death, or damage, unmixed with the legal fault of another person or entity. Contractor further agrees to defend, at its own expense, and on behalf of Town and in the name of Town, any claim or litigation brought in connection with any such injury, death, or damage. The Contractor will secure and maintain Contractual Liability insurance to cover this indemnification agreement that will be primary and noncontributory as to any insurance maintained by the Town for its own benefit, including self-insurance. In addition, Contractor shall obtain and file with Town a Town of Westlake Certificate of Insurance evidencing.the required coverage. Hurn]2hrey,&Associates,Inc. Comp n Name (Con r) 7- Signature Stephen Humphrey Jr. Name (Please Print) Executive Vice President Title 8 Resolution 13-15A