|
<br />GI~~~~~.Y
<br />
<br />PROFESSIONAL SERVICES AGREEMENT
<br />
<br />THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is entered into as of August 25, 2009 (the "Effective
<br />Date"), by and between GATEWAY PLANNING GROUP, INC. ("Contractor"), located at 101 Summit Ave. Suite 606, Fort Worth.
<br />Texas 76102 and the CITY OF LA PORTE DEVELOPMENT CORPORATION. ("Client"), located at 604 Fairmont Parkway, La Porte,
<br />Texas 77571 phone 281.471.5020; Attn: John Joerns, Asst. City Manager
<br />
<br />I. ENGAGEMENT. Client hereby retains Contractor and
<br />Contractor hereby accepts engagement from Client to provide
<br />services set forth in the tasks delineated on Schedule ".",
<br />attached hereto (the "Services") for the development of a Master
<br />Plan and Code for the Sylvan Beach District.
<br />
<br />2. COMPENSATION. Client shall pay Contractor a fixed fee of
<br />$169,100.00 based on the tasks in Schedule ".", plus reimbursable
<br />expenses not to exceed $16,910.00, including, without limitation,
<br />travel, lodging, reprographics, facilities rental, workshop supplies,
<br />and plotting. Specific allocations, deductions or credits affecting the
<br />compensation to Contract must be detailed in writing on Schedule
<br />"." and established at the outset of the engagement contemplated
<br />herein. Contractor shall invoice client on a monthly basis pursuant
<br />to a percentage completion of the tasks delineated in Schedule
<br />"I", along with reimbursable expenses incurred to date. All
<br />invoices shall be due upon presentation and payable within twenty
<br />(20) business days. Any local, state or federal taxes applicable to any
<br />of the services provided by Contractor shall be added to the amount
<br />due. All other services undertaken by Contractor and authorized by
<br />Client in writing beyond those specified in Schedu.e "I" shall be
<br />compensated at the rate of $300.00 per hour for principals, $225.00
<br />per hour for senior designers and planners, $175.00 per hour for
<br />designers and planners, and $105.00 per hour for professional
<br />support staff, unless other arrangements are made by mutual
<br />agreement. Contractor may sub-contract any portion of the
<br />Services set forth on Schedule "."; provided, however, any
<br />increase in fees or compensation due to the use of such sub-
<br />contracted services shall be approved in writing and signed by
<br />Client.
<br />
<br />3. PROFESSIONAL STANDARDS. Contractor shall be responsible,
<br />to the level of competency presently maintained by other practicing
<br />professionals in the same type of work in Client's community, for
<br />the professional and technical soundness, accuracy, and adequacy of
<br />the work furnished under this Agreement.
<br />
<br />4. TERMINATION. Either Client or Contractor may terminate this
<br />Agreement by giving 30 days written notice to the other party. In
<br />such event, Client shall forthwith pay Contractor in full for all work
<br />previously authorized and performed prior to the effective date of
<br />termination. If no notice of termination is given, relationships and
<br />obligations created by this Agreement shall be terminated upon
<br />completion of all applicable requirements of this Agreement.
<br />
<br />5. ACCESS TO RECORDS and WORKPRODUCT. Contractor
<br />
<br />agrees that Client shall, until expiration of one (I) year after final
<br />payment by Client to Contractor, have access to and the right to
<br />examine and photocopy directly pertinent documents, papers and
<br />records of Contractor involving transactions relating to this
<br />Agreement. Upon forty-eight (48) hours notice, Contractor shall
<br />give Client access during normal working hours to all necessary
<br />facilities and shall be provided adequate and appropriate work
<br />space in order to conduct audits in compliance with the
<br />provisions of this section. Contractor at all times shall retain co-
<br />ownership of all final work product resulting from this Agreement
<br />and may utilize it for any purposes including, without limitation,
<br />marketing. Contractor shall retain sole ownership of source files,
<br />digital files, drafts and working documents for all work product. If
<br />Contractor displays contractor's logo or copyright designation on
<br />any draft or final workproduct provided to Client, Client shall
<br />continue to utilize and display on the workproduct that logo or
<br />copyright designation if the workproduct is reproduced, used,
<br />disseminated or displayed publicly or disseminated to any third
<br />party unless other arrangements have been made by mutual
<br />agreement. Contractor reserves the right to enforce its copyright
<br />through all legal means including common law, statutory and
<br />equitable remedies.
<br />
<br />6. INSURANCE. During the term of this Agreement, Contractor
<br />shall keep in force General Liability and Professional Liability
<br />Insurance coverage up to $1,000,000.00 per occurrence and
<br />$1,000,000.00 in aggregate total coverage, respectively.
<br />
<br />7. ENTIRE AGREEMENT! MODIFICATION. This Agreement,
<br />including Schedule "I", attached, is the entire agreement
<br />between the parties and supersedes all prior negotiations,
<br />agreements and understanding relating to the subject matter of
<br />this Agreement. This Agreement may only be modified or
<br />amended in writing. Email communication constitutes a writing.
<br />
<br />PROFESSIONAL SERVICES AGREEMENT
<br />
<br />Page 1
<br />
|