Item 4JCITY OF
SOUTH LAKE
MEMORANDUM
February 7, 2011
TO: Shana Yelverton, City Manager
FROM: Chris Tribble, Director of Community Services
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SUBJECT: Approve Assignment of Contract from MESA Design to Studio
Outside for development of the Bob Jones Nature Center &
Preserve Master Plan
Action Requested: City Council approval of the assignment of contract from
Mesa Design to Studio Outside for the development of the
Bob Jones Nature Center and Preserve Master Plan.
Background
Information: On May 4, 2010 City Council approved a professional
services agreement contract with MESA Design firm to
develop a Master Plan for the Bob Jones Nature Center &
Preserve in the amount of $58,000.
In a meeting with staff in November 2010, MESA informed
the City that the two partners with MESA had made a
decision to dissolve their partnership. The individual
members of the MESA project team assigned to the project
also left MESA and joined a new firm, Studio Outside,
formed by one of the two original MESA partners.
To preserve continuity of the master plan project, it is staff's
recommendation to transfer the contract for development of
the master plan to Studio Outside. In working with the
consultants, city staff is confident the quality, integrity and
reputation that convinced City Council initially to enter into a
contract with MESA Design for the nature center master plan
will follow the new design firm Studio Outside.
Staff has been working with the City Attorney who has
drafted a Memorandum of Understanding and corresponding
Assignment and Assumption of Professional Services
Contract with Studio Outside. This assignment will not affect
any of the previously approved provisions of the original
contract. All provisions will be transferred to Studio Outside.
As a refresher, the scope of professional services included:
• Prepare inventory of preserve and facility
Shana Yelverton, City Manager
Meeting Date — February 15, 2011
Page 2 of 2
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• Identify preserve and facility opportunities and constraints
• Identify goals and objectives to include the Bob Jones
Nature Center organization's Strategic Plan
• Recommend long -term preserve development and facility
plan
• Develop maps and conceptual plans
It is staff's recommendation that City Council approve the
Assignment of the Professional Services Contract to Studio
Outside.
Financial
Considerations: Transfer of the contract will not change the previously
approved cost of $58,000 that was allocated in the FY2010
Strategic Initiative Fund for the Bob Jones Nature Center
and Preserve Master Plan.
Strategic Link: This item is linked to the City's Strategy Map related to the
focus areas of Quality Development and Infrastructure and
meets the corporate objectives to Invest to Provide High
Quality Public Assets and to Provide Attractive and Unique
Spaces for Enjoyment of Personal Interests.
Citizen Input/
Board Review: City Council will consider at their February 15, 2011 meeting.
Legal Review: The City Attorney has developed a Memo of Understanding
and Assignment and Assumption of Professional Services
Contract.
Alternatives: Alternatives include:
• City Council approval as presented
• City Council approval with input as desired
• City Council decision not to approve
Supporting
Documents: Copy of PSA with MESA approved by City Council 5/4/10
Staff
Recommendation: City Council approval of the assignment of contract from
Mesa Design to Studio Outside for the development of the
Bob Jones Nature Center and Preserve Master Plan.
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MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING ( "MOU ") is entered into by and
between the CITY OF SOUTHLAKE, TEXAS, a home rule municipality organized under the
laws of the State of Texas (the "City "), and STUDIO OUTSIDE ( "Studio Outside ").
WHEREAS, the City and Mesa Design Associates, Inc. ( "Mesa ") have entered into a
certain Professional Services Contract dated May 4, 2010 ( "Professional Services Contract ")
whereby Mesa agreed to provide services to the City which included creating a master plan for
the Bob Jones Nature Center; and
WHEREAS, Mesa desires to assign all of its right, title and interest in the Professional
Services Contract to Studio Outside, and Studio Outside desires to accept and assume such
interest; and
WHEREAS, the City desires to consent to the assignment of the Professional Services
Contract to Assignee in accordance with the terms and conditions of the Assignment attached
hereto as Exhibit "A" and incorporated herein; and
WHEREAS, the City and Studio Outside desire to express their intent regarding the
Assignment in this MOU so that Studio Outside may perform the any work or services it desires
to perform under the Professional Services Contract prior to the time when the Assignment is
approved by the City Council.
NOW, THEREFORE, the City and Studio Outside do hereby agree as follows:
1. Barring any unforeseen circumstance, force majeure, etc., the City intends to approve
the Assignment at the next regularly scheduled meeting of the City Council.
2. Any work or services provided by Studio Outside under the Professional Services
Contract prior to such approval shall be credited to Studio Outside.
3. This MOU is intended to be an expression of the parties' intent, but is not intended to
rise to the level of a binding agreement.
4. Nothing herein shall be construed as creating a partnership or joint enterprise between
the City and Studio Outside.
{,Signature Page Fo/hm
1
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IN WITNESS WHEREOF, the City and Studio Outside have executed and delivered this
MOU to be effective on the day of February, 2011.
STUDIO OUTSIDE
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF §
On this day, before me personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument, and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Notary in and for the State of Texas
My commission expires:
CITY OF SOUTHLAKE, TEXAS
By:
Name:
Title:
ATTEST:
City Secretary
2
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EXHIBIT "A"
ASSIGNMENT AND ASSUMPTION OF
PROFESSIONAL SERVICES CONTRACT
THIS ASSIGNMENT AND ASSUMPTION OF PROFESSIONAL SERVICES
CONTRACT ( " Assignment ") is executed as of , 2011, by and between
MESA DESIGN ASSOCIATES, INC. ( " Assignor "), and STUDIO OUTSIDE ( " Assignee '), and
the CITY OF SOUTHLAKE, a municipal corporation of the State of Texas ( "C ") with
reference to the following:
RECITALS:
WHEREAS, Assignor and the City have entered into a certain Professional Services
Contract dated May 4, 2010 ( "Professional Services Contract ") whereby Assignor agreed to
provide services to the City which included creating a master plan for the Bob Jones Nature
Center; and
WHEREAS, a dispute arose among the principals of Assignor resulting in a split of the
company and the formation of Assignee; and
WHEREAS, Assignor and Assignee have mutually agreed that it is in their best interests
for Assignor to assign the Professional Services Contract to Assignee; and
WHEREAS, the Professional Services Contract does not prohibit such assignment; and
WHEREAS, the City desires to and does hereby provide its consent to the Assignment of
the Professional Services Contract to Assignee in accordance with the terms and conditions of
this Assignment.
NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Assignment and Assumption Assignor hereby assigns, conveys,
transfers unto Assignee any and all right, title and interest of Assignor in and to the Professional
Services Contract, and Assignee hereby accepts said assignment and assumes all of Assignor's
obligations, duties, liabilities and responsibilities under the Professional Services Contract,
without reservation, as of the effective date of this Assignment.
2. Compensation Assignor and Assignee agree that as of the date of this
Assignment, the City has paid to Assignor the sum of $ under the Professional
Services Contract and that as of the date of this Assignment, no further compensation of any kind
is due to Assignor. Assignor and Assignee further agree that as of the date of this Assignment,
all payments under the Professional Services Contract shall be paid to Assignee.
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3. Work Product and Other Proprietary Information Assignor hereby
agrees that copies of any and all documents, maps, correspondence or other materials created by
Assignor in furtherance of the work and services required by the Professional Services Contract
shall be provided to Assignee within 10 days from the effective date of this Assignment.
4. Successors and Assigns This Assignment shall inure to the benefit of,
and be binding upon, Assignee and the City and the successors and permitted assigns of
Assignee.
5. Governing LawNenue This Assignment shall be construed under and
enforced in accordance with the laws of the State of Texas. Venue for any legal action brought
to enforce the terms of this Assignment shall lie in Tarrant County, Texas.
6. Further Assurances Assignor and Assignee each agree to execute and
deliver to the other party, upon demand, such further documents, instruments and conveyances,
and shall take such further actions as deemed by the City to be necessary or desirable to
effectuate this Assignment.
7. Attorney's Fees; Costs Upon the bringing of any lawsuit by either party
against the other arising out of this Assignment or the subject matter hereof, the prevailing party
shall be entitled to recover from the non - prevailing parry or parties all costs and expenses of suit
including, without limitation, reasonable attorneys' fees and costs of court.
8. Counterparts This Assignment may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
9. Authority The parties hereby warrant and represent to each other that
they have duly authorized and approved this Assignment and that the persons signing this
Assignment have been duly authorized to sign this Assignment on behalf of their respective
principals. The warranties and representations of this paragraph shall survive the closing of the
Assignment.
[Signatures on following page (s)]
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IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment to be effective on the day of February, 2011.
ASSIGNOR:
MESA DESIGN ASSOCIATES, INC.,
a corporation of the State of Texas
USA
Name:
Title:
STATE OF TEXAS §
COUNTY OF §
On this day, before me personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument, and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Notary in and for the State of Texas
My commission expires:
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STATE OF TEXAS §
COUNTY OF §
ASSIGNEE:
STUDIO OUTSIDE
By:
Name:
Title:
On this day, before me personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument, and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Notary in and for the State of Texas
My commission expires:
AGREED AND CONSENTED:
CITY OF SOUTHLAKE, TEXAS
By:
Name:
Title:
ATTEST:
City Secretary
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