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12-R-87 Amendment to Professional Services Agreement with Vickrey & Assoc.RESOLUTION NO. 12-R-87 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT WITH VICKREY & ASSOCIATES, INC., AND OTHER MATTERS IN CONNECTION THEREWITH WIlEREAS, 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 Vickrey & Associates, Inc. relating to engineering services for the City; and WHEREAS, City staff has determined that Vickrey & Associates, Inc. is uniquely qualified to provide such services for the City; and WIlEREAS, 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 Vickrey & Associates, Inc. pursuant to the Second 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 Second Amendment to Agreement with Vickrey & Associates, Inc. in substantially the form set forth on Exhibit A. Section 2, The recitals contained in the preamble hereof az~e 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resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution is hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain conholling as to the matters resolved herein. Section 4. This Resolution shall be consrived 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 final passage, and it is so resolved. PASSED AND ADOPTED, this 25th day of September, 2012. ATTEST: ~~~ City Secretary (CITY SEAL) CITY CHE TEXAS 6k/1 /~/cfla~c C,9,li`~IZ~G~ L'1/9Gt 50506887.1 EXHIBIT A SECOND AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES 50506887.1 [~- j SECOND AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES This Second Amendment to Agreement for Engineering Services (this "Amendment") is entered into as of the date of the. last signature to be effective as of September 30, 2012 (the "Effective Date") and is entered into by the City of Schertz, .hereinafter called "CITY°, and Vickrey & Associates, Inc., hereinafter called "VICKREY", and amends the Agreement for Engineering Services dated February 9, 2010 (the "Engineering Agreement") between CITY and VICKREY, which Engineering Agreement was amended by the First Amendment to Agreement for Engineering Services between CITY and VICKREY (referred to in the First Amendment as Vickery & Associates, Inc. or Vickery) dated as of April 17, 2012 (the "First Amendment", and collectively with the Engineering Agreement, the "Original Agreement"). I. TERM; TERMINATION 1.1 This Amendment extends the term of the Original Agreement from the Effective Date of this Amendment through March 31, 2013. 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 VICKREY shall provide services in accordance with the terms of the Original Agreement. 111. COMPENSATION FOR AMENDMENT SERVICES 3.1 CITY shall compensate VICKREY for its services in accordance with the terms of the Original Agreement. VICKREY 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 VICKREY under this Amendment shall not affect CITY's or VICKREY'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 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. VI. ENTIRE AGREEMENT 6.1 This Amendment, together with the Original Agreement, represents the entire and integrated agreement between CITY and VICKREY 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 VICKREY. 50541623.1 _ .1_ VII. VENUE 7.1 The obligations of the parties to this Amendment shall be pertormable 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. 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 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. If intended for CITY, to: City of Schertz, 1400 Schertz Parkway Schertz, Texas 78154 Attention: John C. Kessel, City Manager If intended for VICKREY, to: Vickrey & Associates, Inc. 12940 Country Parkway San Antonio, Texas 78216 Attention: Brenda Vickrey Johnson, President IX. INDEPENDENT CONTRACTOR 9.1 In performing services under the Original Agreement as amended by this Amendment, VICKREY is acting in an independent contractor relationship with the CITY. By the execution of this Amendment, VICKREY and CITY do not change the independent contractor status of VICKREY. VICKREY 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 VICKREY in the pertormance of the Original Agreement as amended by this Amendment shall be construed as making VICKREY the agent, servant, or employee of CITY, or as making VICKREY 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 J 50541623.1 _2_ IN WITNESS WHEREOF, the parties to this Amendment hereby execute this Amendment to be effective as of the Effective Date. CITY OF SCHERTZ VICKREY 8 ASSOCIATES, INC. By: John C. Kessel, City Manager Date: By: Brenda Vickrey Johnson, President Date: 50541623.1 S_1 SECOND AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES This Second Amendment to Agreement for Engineering Services (this "Amendment") is entered into as of the date of the, last signature to be effective as of September 30, 2012 (the "Effective Date") and is entered into by the City of Schertz, .hereinafter called "CITY", and Vickre 8 Associates, Inc., hereinafter called "VICKREY", and amends the Agreement for Engineering Services dated February 9, 2010 (the "Engineering Agreement") between CITY and VICKREY, which Engineering Agreement was amended by the First Amendment to Agreement for Engineering Services between CITY and VICKREY (referred to in the First Amendment as Vickery & Associates, Inc. or Vickery) dated as of April 17, 2012 (the "First Amendment", and collectively with the Engineering Agreement, the "Original Agreement"). I. TERM; TERMINATION 1.1 This Amendment extends the term of the Original Agreement from the Effective Date of this Amendment through March 31, 2013. 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 VICKREY shall provide services in accordance with the terms of the Original Agreement. III. COMPENSATION FOR AMENDMENT SERVICES 3.1 CITY shall compensate VICKREY for its services in accordance with the terms of the Original Agreement. VICKREY 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 VICKREY under this Amendment shall not affect CITY's or VICKREY'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 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. VI. ENTIRE AGREEMENT 6.1 This Amendment, together with the Original Agreement, represents the entire and integrated agreement between CITY and VICKREY 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 VICKREY. 50541623.1 .1. VII. 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 civil litigation, is necessary in connection therewith, exclusive venue shall lie in Guadalupe County, Texas. VIII. NOTICES 8.1 Exdept 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 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. If intended for CITY, to: City of Schertz, 1400 Schertz Parkway Schertz, Texas 78154 Attention: John C. Kessel, City Manager If intended for VICKREY, to: Vickrey & Associates, Inc. 12940 Country Parkway San Antonio, Texas 78216 Attention: Brenda Vickrey Johnson, President IX. INDEPENDENT CONTRACTOR 9.1 In performing services under the Original Agreement as amended by this Amendment, VICKREY is acting in an independent contractor relationship with the CITY. By the execution of this Amendment, VICKREY and CITY do not change the independent contractor status of VICKREY. VICKREY shall exercise independent judgment in performing its duties and obligations under this Amendment acid 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 VICKREY in the performance of the Original Agreement as amended by this Amendment shall be construed as making VICKREY the agent, servant, or employee of CITY, or as making VICKREY 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 J 50541623.1 _2, IN WITNESS WHEREOF, the parties to this Amendment hereby execute this Amendment to be effective as of the Effective Date. CITY OF SCHERTZ By: n C. Kessel, City Manager Date: t o -' I I- ~ `~ VICKREY & ASSOCIATES, INC. By: Brenda Vi <rey Johnson, President Date: OU ' S' /~ 50541623.1 g_1