CITY
OF SUGAR LAND
GENERAL
SERVICES CONTRACT
Form Revised 10/16/06
This Contract (Contract) is
made between the City of Sugar Land,
Texas (City), and Contractor. The City and Contractor agree to the terms
and conditions of this Contract, which consists of the following parts:
III.
Standard Contractual Provisions
IV.
Special Terms and Conditions
V. Contract Attachments
I. Summary of Contract Terms.
Contractor: Null-Lairson,
P.C.
Description
of Services: Auditing Services for Fiscal Year 2008
Maximum
Contract Amount: $74,500
Effective Date: On the latest date of the dates executed
by both parties
Termination Date: Upon completion of all obligations
by both parties
CITY OF SUGAR LAND* CONTRACTOR:
________________________________ __________________________________
Signed
by: Date: __________________ Title:______________________________
____City
Manager
____Assistant
City Manager Date: _____________________________
____Director
____
Program Manager
*Contract
Signature Authority: Program Manager -$2,999 or less
Director
- $3,000 to $15,000
Executive
Director/City Manager/Assistant City Managers - $15,000 to $25,000
Attest: City Secretary
_________________________________
Reviewed
for Legal Compliance:
III. Standard Contractual Provisions.
A. Definitions.
Contract means this Standard Services Contract.
Services means the services for which the City solicited bids
or received proposals as described in this Contract.
B. Services and Payment. Contractor will furnish Services to the City
in accordance with the terms and conditions specified in this Contract. Contractor will bill the City for the
Services provided at intervals of at least 30 days, except for the final
billing. The City shall pay Contractor for the Services in accordance with the
terms of this Contract, but all payments to be made by the City to Contractor,
including the time of payment and the payment of interest on overdue amounts,
are subject to the applicable provisions of Chapter 2251 of the Government
Code.
C. Termination Provisions.
(1)
City Termination for Convenience. Under this paragraph, the City may terminate
this Contract during its term at any time for the City’s own convenience where the
Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under
this paragraph, the
City will pay the Contractor for all services rendered in accordance with this
Contract to the date of termination.
(2) Termination for Default. Either party to this Contract may terminate this Contract
as provided in this paragraph if the other party fails to comply with its
terms. The party alleging the default
will give the other party notice of the default in writing citing the terms of
the Contract that have been breached and what action the defaulting party must
take to cure the default. If the party
in default fails to cure the default as specified in the notice, the party
giving the notice of default may terminate this Contract by written notice to
the other party, specifying the date of termination. Termination of this Contract under this
paragraph does not affect the right of either party to seek remedies for breach
of the Contract as allowed by law, including any damages or costs suffered by
either party.
(3) Multi-Year Contracts and Funding. If this Contract extends beyond the City’s fiscal year in
which it becomes effective or provides for the City to make any payment during
any of the City’s fiscal years following the City’s fiscal year in which this
Contract becomes effective and the City fails to appropriate funds to make any
required Contract payment for that successive fiscal year and there are no
funds from the City’s sale of debt instruments to make the required payment,
then this Contract automatically terminates at the beginning of the first day
of the City’s successive fiscal year of the Contract for which the City has not
appropriated funds or otherwise provided for funds to make a required payment
under the Contract.
D. Liability and Indemnity. Any provision of any attached contract document that
limits the Contractor’s liability to the City or releases the Contractor from
liability to the City for actual or compensatory damages, loss, or costs
arising from the performance of this Contract or that provides for contractual
indemnity by one party to the other party to this Contract is not applicable or
effective under this Contract. Except
where an Additional Contract Document provided by the City provides otherwise,
each party to this Contract is responsible for defending against and liable for
paying any claim, suit, or judgment for damages, loss, or costs arising from
that party's negligent acts or omissions in the performance of this Contract in
accordance with applicable law. This provision does not affect the right of
either party to this Contract who is sued by a third party for acts or
omissions arising from this Contract to bring in the other party to this
Contract as a third-party defendant as allowed by law.
E.
Assignment. The Contractor shall not assign this Contract
without the prior written consent of the City.
F.
Law
Governing and Venue. This Contract is governed by the law of the
State of Texas and a lawsuit may only be prosecuted on this Contract in a court
of competent jurisdiction located in or having jurisdiction in Fort Bend
County, Texas.
G. Entire Contract. This Contract represents the entire Contract between
the City and the Contractor and supersedes all prior negotiations,
representations, or contracts, either written or oral. This Contract may be amended only by written
instrument signed by both parties.
H. Independent
Contractor. Contractor shall
perform the work under this Contract as an independent contractor and not as an
employee of the City. The City has no
right to supervise, direct, or control the Contractor or Contractor’s officers
or employees in the means, methods, or details of the work to be performed by
Contractor under this Contract. The City
and Contractor agree that the work performed under this Contract is not
inherently dangerous, that Contractor will perform the work in a workmanlike
manner, and that Contractor will take proper care and precautions to insure the
safety of Contractor’s officers and employees.
I. Dispute Resolution Procedures. The Contractor and City desire an expeditious means
to resolve any disputes that may arise between them regarding this
Contract. If either party disputes any
matter relating to this Contract, the parties agree to try in good faith,
before bringing any legal action, to settle the dispute by submitting the
matter to mediation before a third party who will be selected by agreement of
the parties. The parties will each pay one-half of the mediator’s fees.
J. Attorney’s
Fees. Should either party to this Contract bring
suit against the other party for breach of contract or for any other cause
relating to this Contract, neither party will seek or be entitled to an award
of attorney’s fees or other costs relating to the suit.
K. Severability. If a court finds or rules that any part of
this Contract is invalid or unlawful, the remainder of the Contract continues
to be binding on the parties.
IV. Special Terms or Conditions. None.
V. Additional Contract
Documents. The
following specified documents attached to this Contract are part of this
Contract, except as follows: any provision
contained in any of the Contractor’s Additional Contract Documents specified
below that conflicts with a Contract provision not included in the Contractor’s
Additional Contract Documents, does not apply to this Contract.
A. Contractor’s Additional Contract Documents:
1. Null-Lairson, P.C. Letter Dated May 6, 2008
(8 pages)
B.
City’s Additional Contract Documents:
1. Insurance for Designated Professional Service
Contracts [Form PU-111F-2 (3 pages)]
