Attachment A-Mowing & Trimming ServicesTHE STATE OF TEXAS
GUADALUPE COUNTY
This Mowing and Trimming Services Agreement ("Agreement") is made and entered
by and between the City of Schertz, Texas, (the "City") a Texas municipality, and
Vendor- _ ("Professional").
Section 1. Duration. This Acireement shall become effective upon the date executed
below and shall remain in effect for a period of one year with an option to renew no more
than two consecutive years (in one year increments) from its execution unless terminated
as provided for herein.
(A) In consideration of the Professional's exclusive authority to provide the Services
provided for herein the Professional shall provide Mowing and Trimming service to the City.
The Professional shall perform the services as specified in the Service Schedule
(Attachment A) and in general:
1 Provide all supervision, labor, equipment, personal protective equipment
(PPE), insurance protection and administration to assure performance of
services as specified;
2. Strive for maximum efficiency and productivity in order to provide quality
service at the lowest possible labor cost;
3. Provide employees who have been determined to be honest, dependable
and neat, both as to their personal appearance and in their work habits;
4. Be responsible for safe handling of equipment and personnel safety;
5. Instruct all employees to abide by the City's rules and regulations pertaining
to safety while on City property;
6. Exercise in the performance of its duties that degree of care necessary to
prevent damage to any City property;
7� Provide Automotive Liability, General Liability, Excess Liability and Statutory
Workers Compensation Insurance in the required amounts and to furnish
Certificates evidencing such insurance, and to hold the City harmless and
indemnified from loss, damage cost or expense by reason of any negligence
arising from or caused by the operations of Professional Service in or upon
Professional Services Agreement for Mowing and Trimming services Page I
the premises, except such as may be caused by the negligence of the
City's officers, agents or employees.
(B) The quality of Services provided under this Agreement shall be of the level of
professional quality performed by Professionals regularly rendering this type of
service.
(C) The Professional shall perform its Services for the Project in compliance with
all statutory, regulatory and contractual requirements now or hereafter in effect as
may be applicable to the rights and obligations set forth in the Agreement.
Section 3. Compensation. The Professional shall be compensated pursuant to
Attachment B, "Summary of Charges", billed monthly to the City's Finance
Department-Accounts Payable, 1400 Schertz Parkway, Schertz, TX 78154,
Section 4. Time of Completion. The prompt completion of the services under
Attachment A, "Performance Schedule", is critical to the City. Unnecessary delays
and substandard performance in providing services under the Service Schedule
shall be grounds for dismissal of the Professional and termination of this
Agreement without any or further liability to the City other than a prorated payment
for necessary, timely, and conforming work done by Professional priorto the time of
termination.
(A) Subletting. The Professional shall not sublet or transfer any portion of the work
under this Agreement or the Service Schedule issued pursuant to this Agreement
unless specifically approved in writing by the City.
(B) Compliance with Laws. The Professional shall comply with all federal, state
and local laws, statutes, ordinances, rules and regulations, and the orders and
decrees of any courts, administrative, or regulatory bodies in any matter affecting
the performance of this Agreement, including, without limitation, worker's
compensation laws, minimum and maximum salary and wage statutes and
regulations, and licensing laws and regulations. When required, the Professional
shall furnish the City with satisfactory proof of compliance.
(C) Independent Contractot*. Professional acknowledges that Professional is an
independent contractor of the City and is not an employee, agent, official or
representative of the City. Professional shall not represent, either expressly or
through implication, that Professional is an employee, agent, official or
representative of the City. Income taxes, self-employment taxes, social security
taxes and the like are the sole responsibility of the Professional.
Standard Professional Services Agreement for Mowing and Trimming Service Page 2
(D) Non-Collusion. Professional represents and warrants that Professional has not
given, made, promised or paid, nor offered to give, make, promise or pay any gift,
bonus, commission, money or other consideration to any person as an inducement
to or in order to obtain the work to be provided to the City under this Agreement.
Professional further agrees that Professional shall not accept any gift, bonus,
commission, money, or other consideration from any person (other than from the
City pursuant to this Agreement) for any of the services performed by Professional
under or related to this Agreement. If any such gift, bonus, commission, money, or
other consideration is received by or offered to Professional, Professional shall
immediately report that fact to the City and, at the sole option of the City, the City
may elect to accept the consideration for itself or to take the value of such
consideration as a credit against the compensation otherwise owing to Professional
under or pursuant to this Agreement.
(E) In the case of any conflicts between the terms of this Agreement and wording
contained within the Service Schedule, this Agreement shall govern. TheService
Agreement is intended to detail the technical scope of services, fee schedule, and
contract tirne only and shall not dictate Agreement terms.
U�* ��
(A) This Agreement may be terminated:
(1) By the mutual agreement and consent of both Professional and City;
(2) By the City, immediately upon notice in writing to the Professional, as
consequence of the failure of Professional to perform the services contemplated by
this Agreement in a timely or satisfactory manner;
(3) By the City, at will and without cause upon not less than thirty (30) days
written notice to the Professional,
(B) If the City terminates this Agreement pursuant to Section 4 or subsection
6(A)(2) or (3), above, the Professional shall not be entitled to any fees other than
the fees then due and payable as of the time of tei mination and only then for those
services that have been timely and adequately performed by the Professional to
date of termination, the value of the work that is nonetheless usable to the City, the
cost to the City of employing another Professional to complete the work required
and the time required to do so, and other factors that affect the value to the City of
the work performed at time of termination. In the event of termination not the fault
of the Professional, the Professional shall be compensated for all fees for services
actually performed prior to termination,
Standard Professional Services Agreement for Mowing and Trimming Service Page 3
Section 7. Indemnification. Professional agrees to indemnify and hold the
City of Schertz, Texas and all of its present, future and former agents,
employees, officials and representatives harmless in their official, individual
and representative capacities from any and all claims, demands, causes of
action, judgments, lions and expenses (including attorney's fees, whether
contractual or statutory), costs and damages (whether common law or
statutory), costs and damages (whether common law or statutory, and
whether actual, punitive, consequential or incidental), of any conceivable
character, for injuries to persons (including death) or to property (both real
and personal) created by, arising from or in any manner relating to the
services or goods performed or provided by Professional — expressly
including those arising through strict liability or underthe constitutions of the
United States or Texas.
Section 8. Notices. Any notice required or desired to be given from one party to
the other party to this Agreement shall be in writing and shall be given and shall be
deemed to have been served and received (whether actually received or not) if (i)
delivered in person to the address set forth below; (ii) deposited in an official
depository under the regular care and custody of the United States Postal Service
located within the confines of the United States of America and sent by certified
mail, return receipt requested, and addressed to such party at the address
hereinafter specified; or (iii) delivered to such party by courier receipted delivery.
Either party may designate another address within the confines of the continental
United States of America for notice, but until written notice of such change is
actually received by the other party, the last address of such party designated for
notice shall remain such party's address for notice.
Section 9. No Assignment. Neither party shall have the right to assign that party's
interest in this Agreement without the prior written consent of the other party.
Section 10. Severability. If any term or provision of this Agreement is held to be
illegal, invalid or unenforceable, the legality, validity or enforceability of the
remaining terms or provisions of this Agreement shall not be affected thereby, and
in lieu of each such illegal, invalid or unenforceable ternn or provision, there shall be
added automatically to this Agreement a legal, valid or enforceable term or provision
as similar as possible to the term or provision declared illegal, invalid or
unenforceable.
Section 11. Waiver. Either City or the Professional shall have the right to waive
any requirement contained in this Agreement that is intended for the waiving party's
benefit, but, except as otherwise provided herein, such waiver shall be effective only
Standard Professional Services Agreement for Mowing and Trimming Service Page 4
if in writing executed by the party for whose benefit such requirement is intended.
No waiver of any breach or violation of any term of this Agreement shall be deemed
or construed to constitute a waiver of any other breach or violation, whether
concurrent or subsequent, and whether of the same or of a different type of breach
or violation.
Section 12. Governihq1AALYqn!Le. This Agreement and all of the transactions
contemplated herein shall be governed by and construed in accordance with the
laws of the State of Texas. The provisions and obligations of this Agreement are
performable in Guadalupe County, Texas such that exclusive venue for any action
arising out of this Agreement shall be in Guadalupe County, Texas.
SOGtion 13. Paragraph Headings; Construction. The paragraph headings
contained in this Agreement are for convenience only and shall in no way enlarge or
limit the scope or meaning of the various and several paragraphs hereof. Both
parties have participated in the negotiation and preparation of this Agreement and
this Agreement shall not be construed either more or less strongly against or for
either party.
Section 14. Except as limited herein, the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, devisees, personal and legal representatives, successors
and assigns.
Section 16. Gender. Within this Agreement, words of any gender shall be held
and construejto —include any other gender, and words in the singular number shall
be held and construed to include the plural, unless the context otherwise requires.
Section 16. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
Section 17. Entire Wre(1m2.nt. It is understood and agreed that this Agreement
contains the entire agreement between the parties and supersedes any and all prior
agreements, arrangements or understandings between the parties relating to the
subject matter. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist, This Agreement cannot be changed
or terminated orally,
Section 18. Disclosure of Businems Relationsh
_B2!q1jqnabjps1.Affifiafions, Conflict of
Interest Questionnaire. Professional represents that it is in compliance with the
applicable filing and disclosure requirements of Chapter 176 of the Texas Local
Government Code.
Standard Professional Services Agreement for Mowing and Trimming Service Page 5
EMEMM3��
Standard Professional Services Agreement for Mowing and Trimming Service Page 6
EXECUTED on this the _ day of 12014.
CITY: CONTRACTOR:
By: By:
Name: John C. Kessel Na
Title: City Manager Titl
BE
City of Schertz
Attn: John C. Kessel, City Manager
1400 Schertz Parkway
Schertz, Texas 78154
with a copy to:
City Attorney
City of Schertz, Texas
Attn: Charles E. Zech
2517 N, Main Avenue
San Antonio, Texas 78212
Attachment A-Professional Services Agreement for Vlovviinq and Trimming Services Page 7