12-R-32 - Vickery & AssociatesRESOLUTION NO. 12 -R -32
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AMENDMENT TO A
PROFESSIONAL SERVICES AGREEMENT WITH VICKERY &
ASSOCIATES, 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 Vickery &
Associates, Inc. relating to engineering services for the City; and
WHEREAS, City staff has determined that Vickery & Associates, Inc. is uniquely
qualified to provide such services for the City; and
WHEREAS, pursuant to Section 252.022(a)(4) of the Texas Local Government Code the
City is not required to seek bids or proposals with respect to a procurement for personal,
professional, or planning purposes; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with Vickery & Associates, 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
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the First Amendment to Agreement with Vickery ,& Associates, 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 purposes 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any provision of this Resolution is hereby repealed to the extent of such conflict, and the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
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 fmal
passage, and it is so resolved.
PASSED AND ADOPTED, this 17th day of April, 2012.
CITY, f SCHERTZ, TEXAS
Mayor Pr6 -T
ATTEST:
dty Secretary
(CITY SEAL.)
50506887.1
J VII C__
FIRST AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES
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FIRST AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES
his R t Arne dmerit to Agreement for Engineering Services (this "Amendment") is dated
L,-2012 (the LLEflective Dateu) and is entered into by the City of Schertz, hereinafter
call 'CITY, and Vickery & Associates, Inc., hereinafter called "VICKERY ", and amends the Agreement
for Engineering Services dated February 9, 2010 (the "Original Agreement") between CITY and
VICKERY.
1. TERM; TERMINATION
1.1 This Amendment extends the term of the Original Agreement from the Effective Date of this
Amendment through September 30, 2012.
1.2 The Original Agreement, as amended by this Amendment, may be terminated by either party by
ten (10) days` written notice to the other party.
II. SCOPE OF SERVICES
2.1.1 VICKERY shall provide services in accordance with the terms of the Original Agreement.
Ill. COMPENSATION FOR AMENDMENT SERVICES
3.1 CITY shall compensate VICKERY for its services in accordance with the terms of the Original
Agreement. VICKERY 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. ORIGINAL AGREEMENT
4.1 The Obligations of CITY and VICKERY under this Amendment shall not affect CITY's or
VICKERY's obligations under the Original Agreement except. to the extent explicitly set forth
herein.
V. SEVERABILITY
5.1 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 Amendment held invalid or unenforceable, and the invalidity
or unenforceabiiity 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.
VI. ENTIRE AGREEMENT
6.1 This Amendment, together with the Original Agreement, represents the entire and integrated
agreement between CITY and VICKERY and supersedes all prior negotiations, representations,
or agreements, either oral or written. This Amendment may be amended only by written
instrument signed by both CITY and VICKERY.
Vll. VENUE
7.1 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
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civil litigation, is necessary In connection therewith, exclusive venue shall lie in Guadalupe
County, Texas.
VIII. NOTICES
8.1 Except as may be provided elsewhere herein, all notices, communications, and reports required
or permitted under the Original Agreement as amended by 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 notlfted 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.
If intended for CITY, to: City of Schertz,
1400 Schertz Parkway
Schertz, Texas 76154
Attention: City Manager
If intended for VICKERY, to: Vick elates, Inc.
Attention:
IX, INDEPENDENT CONTRACTOR
9.1 In performing services under the Original Agreement as amended by this Amendment, VICKERY
is acting in an independent contractor relationship with the CITY. By the execution of this
Amendment, VICKERY and CITY do not change the independent contractor status of VICKERY.
VICKERY shall exercise independent judgment 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 are to be performed. No term or provision of this
Amendment or act of VICKERY in the performance of the Original Agreement as amended by this
Amendment shall be construed as making VICKERY the agent, servant, or employee of CITY, or
as making VICKERY or any of its agents or employees eligible for any fringe benefits, such as
retirement, insurance, and workers' compensation, which CITY provides to or for its employees.
[ Signatures on the following page I
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IN WITLESS WHEREOF, the parties to this Amendment hereby execute this Amendment effective as of
the Effective Date,
CITY OF SCHERTZ
By:
ohn C. el, City Manager
5051 0846,1 - 5 -1
VICKERY & ASSOCIATES, INC.
By:
Name: l �N j V l k-jlt-6�l 0. '50
Title: Pp t,,s i