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Res 135-83 8/2/1983RESOLUTION NO. /BS 1$ RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT FOR PROGRAMMING THE CITY'S TRAFFIC CONTROL COMPUTER. WHEREAS, the State Department of Highways and Public Transportation allocated funds for the addition of four (4) intersections to the City's Traffic Control Computer and it is deemed advisable to employ Mr. David M. Jones to provide this service. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: A contract with Mr. David M. Jones, to provide computer programming for the addition of four (4) traffic intersections to the city's traffic control computer for a fixed fee of $6,500.00, is approved and the City Manager is authorized to execute same. PASSED AND APPROVED THIS the 2nd day of August 1983 M A Y O R p R O ATTEST: 7y4 City Clerk PROFESSIONAL SERVICES CONTRACT THE STATE OF TEXAS X KNOW ALL MEN BY THESE PRESENTS COUNTY OF WICHITA This agreement made and entered into this the day of 1983, but effective for all purposes as of June 1, 1982, by and between the City of Wichita Falls, Texas, a municipal corporation (hereinafter called "City"), and David McClellan Jones hereinafter called "Contractor"), WITNESSETH: For and in consideration of the mutual covenants and obligations herein contained, and other good and valuable considerations, City and Contractor agree as follows: I. Services to be rendered by Contractor. Contractor shall (a) modify existing programs as shall be deemed necessary by Contractor for use in the proposed com- puter operation of four intersections (hereinafter described) located within the municipal limits of the City (hereinafter called the "Intersections"), (b) programming for the operation of one additional and (c) provide for any and all other services in addition to the above that Contractor deems necessary or sufficient to satisfactorily fulfill his obligations under this Contract. II. Definitions A. "Intersections" shall mean those four street intersections selected by City each of which is controlled by a. fully actuated traffic controller of configuration similar to the traffic control device ("Kell Device") located at the intersection of Kell Boulevard and Brook Street within the City, and each such controller shall be adaptable to computer control by the computer system through the use of the same modification kit used in the Kell Device for such purpose. B. "Computer System" shall mean the Vehicular Traffic Control System run by the IBM 1800 computer presently located on the bottom floor of the Municipal Audi- torium Building in Wichita. Falls, Texas, III. Obligations of the City. City shall perform all work necessary to enable each of the Intersections to be controlled by the Computer System and in the manner contemplated by this Contract. City shall provide appropriate assistance from City's traffic engineering staff during the modification and/or development, implementation and testing of Contractor's programs, and supplies which are actually necessary for Contractor to perform under this Contract, which shall include, but not be limited to such items as paper and computer cards. City shall have the sole responsibility for monitoring and maintaining all intersections which from time to time are not under computer control. IV. The Programs. All programs modified or prepared by Contractor shall be written in IBM 1800 assembly language. All modifications of existing programs or programs developed by Contractor shall become the exclusive property of the City upon payment in full by City to Contractor of the amount due under this Contract. Contractor shall have the right to retain copies of all work done and programs written either under this Contract or under prior contract or employment with the City, provided however that any and all rights of copyright, patent or the right to sell or use any program shall belong to City after the consideration for this Contract has been paid in full. Anything to the contrary notwithstanding herein contained, title to all modi- fications of existing programs or new programs developed by Contractor shall remain in Contractor until the time that City has paid in full to Contractor the monetary con- sideration due under this Contract. 2- V. Term of Contract. Contractor shall complete and perform such work and services required of him to enable computer control of the Intersections on or before August 1, 1983 the ("End Date"). Any act or omission by the City, its employees or agents which is a nonperformance of a material obligation hereunder by City, its employees or agents, including lack of access by Contractor to the IBM 1800 computer, shall extend the End Date by an amount of days equal to the number of days such non- performance caused delay to Contractor in performance of his oblications under this Contract. If Contractor has encountered any problems which may have an adverse effect upon the performance of his obligations under this contract, either time-wise or mechanical-wise, he shall so state to the City. VI. Payment. City agrees to pay to Contractor upon completion and acceptance of the job as provided herein the sume of $6,500.00. VII. Liaison. The liaison for City shall be Jack H. Griffin. All matters dealing with the contract including technical matters or with the relationship between Contractor and any of the City's employees or agents, shall be submitted to the City's liaison by Contractor. VIII. Death or disability. If Contractor shall during the term of this contract and before its completion, either die or become disabled so that he is unable to effectively perform his obligations under this contract, then this contract shall termini.to and be of no further force and effect except, that City shall pay to Contractor or to his estate, as the case may be, the reasonable value, if any, of the services performed by Contractor under this contract up to the date of such termination and in such event, all workproduct of Contractor shall be given to City. IX. Acceptance criteria. Within ten (10) days after Contractor demonstrates that all of the Intersections function in accordance with the terms of this contract and same perform in accordance with the specifications delineated herein and that contractor has 3- otherwise performed his obligations hereunder, then the City shall give written notice of acceptance of Contractor's work. Within ten (10) days of acceptance of Contractor's work, City shall pay Contractor the monetary consideration due him under this contract. X. Default. Upon failure or default of any party hereunder of any obligation or convenant imposed herein, the party aggrieved shall give the defaulting party 30 days written notice of the default. Should the defaulting party fail to cure the default within the time herein specified, then the aggrieved party shall have the option to declare this contract terminated. XII. Contractor shall have no duty nor obligation to monitor the display board while the computer is offline, nor shall he have any duty nor obligation with respect to any intersection which is not being controlled while the computer is online. XIII. Indemnity. City agrees to defend, save and hold Contractor harmless from any and all claims including, not by way of limitation but as examples, bodily injury or property damages, made by any person, corporation, partnership or any other entity either civil or governmental, arising during the time Contractor is using the IBM 1800 computer or arising from or out of Contractor's use of said computer for the develop- ment, implementation and testing of any Programs, the existing Computer System, or otherwise using the computer facilities, while the said computer is either in an off-line or on-line status. Provided, however, this shall not apply to the portion of any claim based on contractor's negligence. XIV. This contract evidences the entire agreement between City and Contractor, and all prior agreements and understandings are merged herein. It is understood that prior to the signing of this contract that Contractor has performed certain services for City, including preliminary programming and a trip to, Wichita. Falls to review, study and work with the existing Computer System. Amendments to this contract shall be 4- made only by written agreement signed by all the parties hereto. In witness whereof, the parties hereto have caused this agreement to be executed in duplicate counterparts and dated the day and year first above stated. CITY OF WICHITA FALLS BY CONTRACTOR David McClellan Jones ATTEST: City Clerk 5-