2011-R-46 Amendment Professional Services Agreement Ford EngineeringRESOLUTION NO. Il.-R-46
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AMENDMENT TO A
PROFESSIONAL SERVICES AGREEMENT WITH FORD
ENGINEERING, INC., AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City") has determined that the City
requires an amendment to the existing professional services agreement with Ford Engineering,
Inc. relating to engineering services for the City; and
WHEREAS, City staff has determined that Ford Engineering, Inc. is uniquely qualified to
provide such services for the City; and
WHEREAS, pursuant to Section 252.022{a)(4), the City is not required to seek bids or
proposals with respect to a procurement for personal, professional, or planning puzposes; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with Ford Engineering, Inc. pursuant to the First Amendment to Agreement for
Engineering Services attached hereto as Exhibit A (the "Agreement").
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with Ford Engineering, Inc. in substantially the form set forth on Exhibit
A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all puzposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
50~4~E2583.1
EXHIBIT A
FIRST AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES
so~a2ss3. i A-1
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADAPTED, this 27~h day of September, 2Qll.
CITY S HERTZ, XAS
or
ATTEST:
i Secretary
(CITY SEAL)
so~azss3.i
FIRST AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES
This First Amendment to Agreement for Engineering Services (this "Amendment") is dated October 1,
2011 (the "Effective Date") and is entered into by the City of 5chertz, hereinafter called "C1TY", and Ford
Engineering, Inc., hereinafter called "FORD", and amends the Agreement for Engineering Services dated
February 9, 2010 (the "Original Agreement") between CITY and FORD.
I. TERM OF AMENDMENT
1.1 This Amendment shall remain in effect from October 1, 2011 to the earlier of December 31, 2011
or the appointment by the Cify Manager of CITY of a new designated City Engineer. This
Amendment may be extended far a maximum of three (3} one-month extensions, to a maximum
term ending on the earlier of March 31, 2012 or the appointment by the City Manager of CITY of a
new designated City Engineer.
II. SCOPE OF SERVICES
2.1 In addition to FORD's obligations and rights under the Original Agreement as further described in
Section 7.1, FORD agrees to undertake the following additional duties and to provide the
following additional services during the term of this Amendment:
2.1.1 Ed Ford, CEO of FORD, shall serve as interim Cify Engineer. In such capacity, he, or the
principal day-to-day contact at FORD, sha11 sign plans and plats on behalf of the CITY,
advise and make recommendations to City management and staff regarding
development issues, aftend meetings of and advise as necessary, City Commissions
including but not limited to Development Services, Planning and zoning, Transportation
Safety Advisory Commission, Economic Development Commission, and provide
engineering analysis and recommendations to staff and management when requested.
He may in writing delegate some or all of such duties to Larry Dublin, who was formerly
the City Engineer and who is continuing on an interim basis as Deputy City Engineer #o
provide certain engineering consulting services to CITY. Ed Ford shall not act as the City
Engineer as contemplated in the Original Agreement or in the two similar agreements
between CITY and Professional Engineering Design Group and Vickery & Associates,
respectively; Larry Dublin, in consultation with the City Manager or his designee, shall
perform the City Engineer's obligations as described in such agreements.
2.1.2 Mark Hill of FORD shall be the principal day-to-day contact at FORD for the services to
be provided by FORD to CITY under this Amendment.
fll. COMPENSATION FOR AMENDMENT SERVtC1=S
3.1 CITY shall compensate FORD for its services in accordance with the Rate Schedule included as
Attachment 1, FORD shall invoice CITY on a biweekly basis for its services and out-of-pocket
expenses hereunder, providing all necessary supporting documentation, and CITY shall pay such
invoices within ten (10) working days of receipt.
IV. COORDINATION WITH CITY
4.1 FORD representatives shall hold regular conferences with the City Manager or his designated
representatives to coordinate the services to be provided by FORD hereunder. To assist FORD in
this coordination, CITY shall make available for FORD's use all existing plans, maps, statistics,
computations and other data in its possession relative to existing facilities and #o a particular
project, at no cost to FORD. However, any and all such information shall remain the property of
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CITY and shall be returned by FORD upon termination or completion of the Project or if instruc#ed
#o do so by the City Manager.
V. TERMINATION
5.1 This Amendment may be terminated by either party by ten (7Q} days' written notice to the o#her
party. Termination of this Amendment shall not affect the Original Agreement.
VI. INDEMNIFICATION
6.1 FORD, WHOSE WORK PRODUCT AND SERVICES ARE THE SUBJECT OF THIS
AMENDMENT, AGREES TO INDEMNIFY AND HOLD CITY, ITS ELECTED OFF[CIALS,
OFFICERS, AGENTS AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS BY
THIRD AARTIES, LAWSUITS, JUDGMI~NTS, COSTS, LIENS, LOSSES, EXPENSES, FEES
(INCLUDING REASONABLE ATTORNEY'S FEES AND COST5 OF DEFENSE),
PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF
ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PER50NAL fNJURY
(INCLUDING DEATH}, PROPERTY DAMAGE, OR OTHER HARM FOR WHICH RECOVERY
OF DAMAGI=S IS SOUGHT THAT MAY ARISE OUT OF OR BE OCCASIONED OR CAUSED
BY A NEGL[GENT ACT, ERROR, OR OMISSION OF OR BY FORD, ANY AGENT, OFFICER,
ENGINEER, REPRESENTATIVE, EMPLOYEI~ OF FORD OR SUBCONSULTANT OF FORD,
AND THEIR RESPECTIVE OFFICI=RS, AGENTS, EMPLOYEES, ENGINEERS AND
REPRESENTATIVES WHILE IN THE EXERCISE OF PERFORMANCE OF THE SERVICES,
RIGHTS OR DUT[ES UNDER THIS AMENDMENT. THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE
NEGLIGENCE OF CITY, ITS OFFICERS OR EMPLOYEES, IN INSTANCES WHERE SUCH
NEGLIGENCE CAUSI=S PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE. IN THE
EVENT FORD AND CITY ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT
JURISDICTION, LIABILITY SWALt_ BE APPORTIONED COMPARATIVELY IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAL IMMUNITY AVAILABLE TO CITY UNDER TEXAS LAW AND WITHOUT
WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW.
6.2 FORD shall advise CITY in writing within 24 hours of any claim or demand against CITY or
FORD, known to FORD, related #o or arising out of FORD's activities under this Amendment.
6.3 The provisions of this Article are solely for the benefit of the parties hereto and not intended to
create or grant any rights, contractual or otherwise, to any other person or entity.
VII. ORIGINAL AGREEMENT
7.1 The Obligations of CITY and FORD under this Amendment shall not affect CITY's or FORD's
obligations under the Original Agreement except to the extent explicitly set forth herein.
VIII. SEVERABILITY
8.7 If for any reason, any one or more paragraphs of this Amendment are held invalid or
unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the
remaining paragraphs of this Amendment but shall be confined in its effect to the specific section,
sentences, clauses or parts of this Amendmenk held invalid or unenforceable, and the invalidity or
unenforceability of any section, sentence, clause or parts of this Amendment in any one or more
instance shall not affect or prejudice in any way the validity of this Amendment in any other
instance.
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IX. IENTIRE AGREEMENT
9.1 This Amendment, together with Attachment 1 and the Original Agreement, represents the entire
and integrated agreement between CITY and FORD and supersedes all prior negotiations,
representations, or agreements, either oral or written. This Amendment may be amended only by
wri#ten instrument signed by both CITY and FORD.
X. VENUE
10.1 The obligations of the parties to this Amendment shall be performable in the City of Schertz,
which is located in Bexar, Comal, and Guadalupe Counties, Texas, and if legal action, such as
civil litigation, is necessary in connection therewith, exclusive venue shall lie in Guadalupe
County, Texas.
XI. NOTICES
11.i Except as may be provided elsewhere herein, all notices, communications, and reports required
or permitted under this Amendment shall be personally delivered or mailed to the respective party
by depositing the same in the United States Postal Service addressed to the applicable address
shown below, unless and until either party is otherwise notified in writing by the other party of a
change of such address. Mailed notices shall be deemed communicated as of five {5) calendar
days of mailing. Notices provided via E-MAIL shall be deemed communicated as of the next
business day after the notice is sent.
If intended for CITY, to: City of Schertz,
1400 Schertz Parkway
Schertz, Texas 78154
Attention: City Manager
If intended for FORD, to: Ford Engineering, Inc.
10927 Wye Street, Suite 104
San Antonio, TX 78217-2542
Attention: Ed Ford
Xll. INDEPENDENT CONTRACTOR
12.1 In performing services under this Amendment, FORD is acting in an independent contractor
relationship with the CITY. By the execution of this Amendment, FORD and CITY do not change
the independen# contractor status of FORD. FORD shall exercise independent judgmenk in
performing its duties and obligations under this Amendment and is solely responsible for setting
working hours, scheduling or prioritizing the work flow and determining how the services
described in Section 2.1.3 and Attachment 1 are to be performed. No term or provision of this
Amendment or act of FORD in the performance of this Amendment shall be construed as making
FORD the agent, servant or employee of CITY, or as making FORD or any of its agents or
employees eligible for any fringe benefits, such as retirement, insurance and worker's
compensation, which CITY provides to or for its employees.
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IN WITNESS WHI=REOF, the parties to this Amendment hereby execute this Amendmenk effective as of
the Effective Date.
CITY OF SCHERTZ
FORD ENGINEERING, INC.
sy: By
Jo C. Kessel, City Manager
5Q441576.3 S-i
ATTACHMENT 1
SCOPE OF SERVICES
Principals, P_E. $155.00
Sr. Engiueers, P.E_ $145.00
Engiueers, P.E. $135.00
Enguueer In Traiiung (E_I.T.} $ $5.00
Design Tech ~ SS.Op
LAUD Tecln~icians I $ 55.00
CADD Tecluiici~uis II $ X5,00
GAUD Tecluucian III $ 75.00
Clerical SSaff $ 50.00
Registered Prof~SSional L~~cld Surveyor, (R.P.L.S.) $110A0
Sunr~`r TeCluuclanfCADI]
J $ 80.00
One-F
erson Survey Crew $142.00
'I~vo-Person Survey Cre-v $120.00
Three-Person Suuvey Crew $140.00
Folir-Person Surrey Crew $10.00
ReimbtiirsaUles Uilled at cost plus 15%
50441576.3 Attachment 1, Page 1