19-R-16 Extending a contract Jackson A&Eri_15
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with Jackson A &E Associates, Inc., in substantially the form set forth on
Exhibit A, totaling no more than $132,000.
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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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
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 5th day of February, 2019.
CITY OF SCHEVTZ, TEXAS
Michael R. Carpenter
ATTEST:
Brenda Dennis, City Secretary
A -1
JACKSON
1 \1 JACKSON A &E ASSOCIATES, INC.
L— Architectural and Engineering Consulting • 2204 Grayson Road • McKinney, Texas 75070.214- 673 - 7557 - www.jacksonae.com
ASSOCIATES
November 30, 2019
Dr. Mark Browne
City Manager
City of Schertz, Texas
1400 Schertz Parkway
Building 2
Schertz, Texas 78154
RE: Proposal for Owner's Representative Services
Dear Dr. Browne:
Jackson A &E Associates, Inc. (JA &E) is pleased to submit this Proposal to perform
Owner's Representative Services for the City of Schertz, Texas. We appreciate the
opportunity to provide our professional services and look forward to continuing
working with the City of Schertz staff.
Presented below is our understanding of the proposed project and the proposed
scope of services, as well as, information about the potential project schedule, fee
structure, terms and conditions and authorization documents.
PROJECT INFORMATION
The project consists of the provision of Owner's Representative Services for tasks as
directed by the City of Schertz (City), Texas to continue to assist in the construction
process for Fire Station Number 3.
The City will provide all information available regarding the project site and
surrounding utilities, including any details regarding road and infrastructure
improvements necessary.
SCOPE OF SERVICES
JACKSON
ASSOCIATES
City of Schertz, Texas - JA &E Proposal
Fire Station #3 - Schertz, Texas
November 30, 2019
Page 2 of 11
The Total Scope of Services for Owner's Representation Services for the above project
is proposed to follow through until the completion of Fire Station Number 3 or twelve
months beginning March 1, 2019.
EXCLUDED SCOPE ITEMS
The following items are excluded from the Scope of Services:
• Coordination of the purchase and installation of furniture, fixtures and
equipment and other direct purchase vendors
• Post construction control and administration
• Facilitation of formal partnering with the entire project team throughout the
project
• Coordination of any required formal dispute resolution in concert with City
Attorney
• Participation in the development and implementation of a project
commissioning plan
• Move management
ADDITIONAL SERVICES
Additional services for this project may be added to the Scope of Services by written
scope and an Agreement Amendment.
SCHEDULE
Jackson A &E Associates, Inc. can continue to work on this project upon receipt of your
written acceptance of this proposal and understands that the desired time frame for
project initiation is immediate. A secure office space and facility access will be
provided by the City for JA &E's use and storage of project plans and documentation.
PROFESSIONAL SERVICE FEES
The fee forJA &E's professional services on the Project as described in this proposal is
JACKSON
ASSOCIATES
City of Schertz, Texas - JA &E Proposal November 30, 2019
Fire Station #3 - Schertz, Texas Page 3 of 11
based upon the information provided for the project, the Scope of Services only, the
time frame anticipated, the referenced terms and conditions, and is $11,000.00 per
month with a not to exceed value of $132,000.00 which does not include expenses.
Travel to and from Schertz, lodging, automobile rental, meals and parking costs shall
be reimbursed at the actual costs plus a ten percent markup. Reasonable telephone,
postage and copying expenses are included. One color paper copy and one electronic
copy (in PDF format) of all correspondence and reports are included. Other
reimbursable expenses or direct costs attributable to the project required will be
billed in addition to these with no markup. Professional Liability Insurance cost, if
required, shall be billed at the actual cost plus ten percent.
Any additional professional services required beyond this scope will be billed at the
rate of $200.00 per hour. Professional services related to legal proceedings shall be
billed at one and one -half times the scheduled rate.
PAYMENTS
City agrees to pay JA &E's invoice upon receipt. If payment is not received within 30
days from the City's receipt of JA &E's invoice which is considered past due, City
agrees to pay a service charge on the past due amount at the greater of 1 % per month
or the allowable legal rate, including reasonable attorney's fees and expenses if
collected through an attorney. After five days prior notice to City, JA &E may suspend
services until paid on any project where payment of invoiced amounts not reasonably
in dispute is not received by JA &E within 45 days of City's receipt of JA &E's invoice.
City receipt of invoice will be presumed one day after hand or electronic delivery.
SUMMARY
Jackson A &E Associates, Inc. understands your need for Owner's Representative
Services and is committed to providing you responsive, effective and timely consulting
services on this project.
To authorize this proposal, please return one signed copy of the Contract for our files
This proposal, with the attached Terms and Conditions, will constitute the agreement
for this project
Respectfully submitted,
JACKSON
ASSOCIATES
pity of Schertz, Texas -)A &E Proposal
Fire Station #3 - Schertz, Texas
Jackson A &E Associates, Inc.
Philip R Gaudreau, Assoc AIA, CSI
Managing Principal
November 30, 2019
Page 4 of 11
City of Schertz, Texas
A
Dr. Mark Browne, City Manager
JACKSON
ASSOCIATES
thy of Schertz, Texas - JA &E Proposal
Fire Station #3 - Schertz, Texas
APPENDIX A
SCOPE OF SERVICES
OWNER REPRESENTATION SERVICES
November 30, 2019
CONSTRUCTION MONITORING AND CONTRACT CLOSEOUT
During the Construction Monitoring phase, we will:
Page 5 of 11
A. Make scheduled bi- weekly site review visits to the Project and such
additional site review visits, as directed by City, to observe the quality of
workmanship, substantiation of costs in place and the adequacy of balances
complete, and the status of construction completion.
B. Review and provide additional information for construction reports
submitted to those interested parties that includes information concerning
the description of obvious conflicts, deficiencies and omissions between the
construction observed in place and the contract documents. In addition,
outstanding defects or deviations noted in previous construction reports will
be described noting the correction or resolution, if any.
C. Report on the progress of the construction to date in relation to the
Construction Manager's projected construction schedule, noting concerns
or issues with sequencing or completion timing.
D. Review existing and ongoing soils, structural steel, concrete and other
testing results (as prepared by others) for compliance with specification
requirements and describe the effect, if any, upon the use of the structure
in the event of a deficiency.
E. Notify the City of unsatisfactory work or plan deviations observed, and
review and report on corrective action taken.
F. Review the construction progress to date to determine that the work has
been generally accomplished in a good and workmanlike manner and is in
general accordance with the intent of the contract documents.
JACKSON
ASSOCIATES
pity of Schertz, Texas -JA &E Proposal
Fire Station #3 - Schertz, Texas
November 30, 2019
Page 6 of 11
G. Provide quality, labeled, color or digital photographs, if desired, within the
Construction Report(s) to more explicitly relate to the observations
described.
H. Review monthly reports and draw requests, as well as proposed changes in
order to provide opinion to City as to the appropriateness of the progress
and request for funds with respect to percent complete of work items.
During the Contract Closeout phase and upon substantial completion of the
Project, we will:
I. Assist in the creation of the City's punch list.
J. Review the Architect's punch list identifying the remaining items necessary
for correction and completion of Contractor's work and evaluate whether
said list is complete and correct based on previous monthly observation,
and see to the timely completion and resolution of such items on the punch
list.
JACKSON
�K
ASSOCIATES
Uty of Schertz, Texas - JA &E Proposal
Fire Station #3 - Schertz, Texas
JA &E TERMS AND CONDITIONS
November 30, 2019
Page 7 of 1 1
Jackson A &E Associates, Inc. (JA &E) is pleased to provide the services described in the foregoing proposal. The
purpose of this document is to obtain your authorization for the work requested and the terms and conditions
under which these services are provided as shown on this document. Compensation for services rendered will
be based on the attached rate schedule (or as otherwise indicated in the proposal) which is a part of this work
authorization.
1. SERVICES. Jackson A &E Associates, Inc., through and by its officers, employees, and subcontractors,
(hereinafter JA &E) is an independent consultant and agrees to provide Client, for its sole benefit and
exclusive use, consulting services set forth in our proposal. No third party beneficiaries are intended by this
Agreement.
2. PAYMENT TERMS. Client agrees to pay JA &E's invoice upon receipt. If payment is not received within 30
days from the Client's receipt of JA &E's invoice which is considered past due, Client agrees to pay a service
charge on the past due amount at the greater of 1% per month or the allowable legal rate.. After five days
prior notice to Client, JA &E may suspend services until paid on any project where payment of invoiced
amounts not reasonably in dispute is not received by JA &E within 45 days of Client's receipt of JA &E's
invoice. Client receipt of invoice will be presumed one day after hand or email delivery by JA &E. Time is of
the essence of this provision.
Either party may terminate this Agreement without cause upon 30 days prior written notice. This Agreement
will terminate automatically upon the insolvency of the Client. In the event Client requests termination prior
to completion of proposed services, Client agrees to pay JA &E for all reasonable charges incurred to date
and associated with termination of the work.
3. STANDARD OF CARE. JA &E will perform its services using that degree of care and skill ordinarily exercised
under similar conditions by reputable members of JA &E's profession practicing in the same or similar locality
at the time of service. No other warranty, express or implied, is made or intended by our proposal or by our
oral or written reports.
4. INSURANCE. JA &E maintains insurance coverage as follows:
Automobile Liability Insurance above the Texas minimum.
5. PROFESSIONAL LIABILITY. JA &E does not carry Professional Liability Insurance. For additional consideration
from JA &E of $1.00, receipt of which is hereby acknowledged, Client agrees that JA &E's liability, and that of
its officers, directors, employees, agents and subcontractors, to Client or any third parry due to any
negligent professional acts, errors or omissions or breach of contract byJA &E will be limited to an aggregate
of $25,000. If Client requires JA &E to have professional liability, JA &E agrees to try to acquire such
insurance up to a maximum of $1,000,000, upon Client's written request at the time of accepting our
proposal. Client agrees to pay an additional consideration of the cost of the Policy plus an additional ten
percent of JA &E's total costs. This limitation shall not apply to the extent prohibited by law.
6. EXTENSION OF PROTECTION. Client agrees that any all limitations of JA &E's liability and indemnifications by
the Client to JA &E shall include and extend to those individuals and entities JA &E retains for performance of
the services under this Agreement, including but not limited to JA &E's officers, partners and employees and
their heirs and assigns, as well as JA &E's subconsultants and their officers, employees, heirs and assigns.
7. CORPORATE PROTECTION. It is intended by the parties to this Agreement that JA &E's services shall not
subject JA &E's individual employees, officers, directors, managers or partners to any personal legal exposure
JACKSON
ASSOCIATES
pity of Schertz, Texas - JA &E Proposal
Fire Station #3 - Schertz, Texas
November 30, 2019
Page 8 of 1 1
for the risks associated with the services. Therefore, and notwithstanding anything to the contrary herein,
Client agrees that as the Client's sole and exclusive remedy, any claim, demand or suit shall be directed
and /or asserted only against JA &E, a Texas Corporation, and not against any of JA &E's individual employees
officers, directors, managers or partners.
8. SITE OPERATIONS. Client will arrange for right -of -entry to the property for the purpose of performing
project management, studies, tests and evaluations pursuant to the agreed services. Client represents that
it possesses necessary permits and licenses required for its activities at the site.
JA &E is not responsible for any damage or loss due to undisclosed or unknown surface or subsurface
conditions owned by Client or third parties, except to the extent such damage or loss is a result of JA &E's
negligence. Otherwise, Client agrees for the additional consideration of $1.00, receipt of which is hereby
acknowledged, to the extent permitted by law, to indemnify JA &E, its officers, directors, employees, agents
and subcontractors, from any such claim, suits or losses, including related reasonable attorney's fees.
JA &E will take reasonable precautions to minimize damage to the property caused by our operations. Unless
otherwise stated in JA &E's proposal, our charges do not include cost of restoration due to any related
damage which may result. If Client requests JA &E to repair such damage, JA &E will do so at an appropriate
additional cost.
9. FIELD REPRESENTATIVE. The presence of JA &E's or its subcontractor's field personnel, either full -time or
part -time, may be for the purposes of providing project administration, assessment, observation and /or
field testing of specific aspects of the project as authorized by Client. Should a contractor(s) not retained by
JA &E be involved in the project, Client will advise such contractor(s) that JA &E's services do not include
supervision or direction of the means, methods or actual work of the contractor(s), its employees or agents.
Client will also inform contractor that the presence of JA &E's field representative will not relieve the
contractor of its responsibilities for performing the work in accordance with its agreement with Client.
If a contractor (not a subcontractor of JA &E) is involved in the project, Client agrees, in accordance with
generally accepted construction practices, that the contractor will be solely and completely responsible for
working condition on the job site, including security and safety of all persons and property during
performance of the work, and compliance with all Client safety requirements and OSHA regulations. These
requirements will apply continuously and will not be limited to normal working hours. It is agreed that JA &E
will not be responsible for job or site safety or security on the project, other than for JA &E's employees and
subcontractors, and that JA &E does not have the duty or right to stop the work of the contractor.
10. UNFORESEEN CONDITIONS OR OCCURRENCES. It is possible that unforeseen conditions or occurrences may
be encountered at the site which could substantially alter the necessary services or the risks involved in
completing JA &E's services. If this occurs, JA &E will suspend services and promptly notify and consult with
Client, but will act based on JA &E's sole judgment where risk to JA &E personnel is involved. Possible actions
could include:
a) Complete the original Scope of Services in accordance with the procedures originally intended in our
proposal, if practical in JA &E's judgment;
b) Agree with Client to modify the Scope of Services and the estimate of charges to include study of the
unforeseen conditions or occurrences, with such revision agreed to in writing;
c) Terminate the services effective on the date specified byJA &E in writing.
11. DOCUMENTS. JA &E will furnish Client the agreed upon number of documents and supporting information.
These instruments of service are furnished for Client's exclusive internal use and reliance, use of Client's
JACKSON
ASSOCIATES
City of Schertz, Texas - JA &E Proposal
Fire Station #3 - Schertz, Texas
November 30, 2019
Page 9 of 11
counsel, use of Client's qualified bidders and for regulatory submittal in connection with the proposed
services provided for in this Agreement, but not for advertising or other type of distribution, and are subject
to the following:
a) All documents generated by JA &E under this Agreement shall remain the sole property of JA &E. JA &E
shall retain all common law, statutory and other reserved rights, including the copyright thereto. Any
unauthorized use or distribution of JA &E's work shall be at Client's and recipient's sole risk and without
liability to JA &E. JA &E may retain a confidential file copy of its work product and related documents.
b) If Client desires to release, or for JA &E to provide, our work product(s) to a third party not described
above for that party's reliance, JA &E will agree to such release provided we receive written acceptance
from such third party to be bound by acceptable terms and conditions similar to this Agreement (e.g.
Secondary Client Agreement). Work product(s) provided for disclosure of information only will not
require separate agreement. Client acknowledges and agrees to inform such third party that JA &E's
work product(s) reflects conditions only at the time of the study and may not reflect conditions at a later
time. Client further acknowledges that such request for release creates a potential conflict of interest
for JA &E and by this request waives any such claim should JA &E comply with the request.
c) Client agrees that all documents furnished to Client or Client's agents or designees, if not paid for, will
be returned upon demand and will not be used by Client or any other entity for any purpose whatsoever.
Client further agrees that documents provided by JA &E pursuant to this Agreement will not be used for
any project not expressly provided for in this Agreement without JA &E's prior written approval.
d) Client shall furnish documents or information reasonably within Client's control and deemed necessary
by JA &E for proper performance of our services. JA &E may rely upon Client - provided documents in
performing the services under this Agreement; however, JA &E assumes no responsibility or liability for
their accuracy. Client - provided documents will remain the property of Client, but JA &E may retain one
confidential file copy as needed to support our work product.
12. CLAIMS. The parties agree to attempt to resolve any dispute without resort to litigation, including use of
non - binding mediation, prior to filing of any suit. However, in the event a claim results in litigation, and the
claimant does not prevail at trial, then the claimant shall pay all costs incurred in pursuing and defending
the claim, including reasonable attorney's fees.
13. OPINIONS OF COST. If requested, JA &E will use its best efforts and experience on similar projects to provide
realistic opinions of probable costs for remediation, repair or construction as appropriate based on
reasonably available data or JA &E's recommendations. However, such opinions are intended primarily to
provide information on the order of magnitude or scale of such costs and are not intended for use in firm
budgeting or negotiation unless specifically agreed otherwise in writing by JA &E. Client understands actual
costs of such work depend heavily on regional economics, local construction practices, material availability,
site conditions, weather conditions, contractor skills, and many other factors beyond JA &E's control. JA &E
makes no warranty, express or implied, that bids or negotiated costs of such work will not vary from JA &E's
opinions of probable costs.
14. TESTIMONY. Should JA &E or any JA &E employee be compelled by law to provide testimony or other evidence
by any party, whether at deposition, hearing or trial, in relation to services provided under this Agreement,
and JA &E is not a party in the dispute, then JA &E shall be compensated by Client for the associated
reasonable expenses and labor forJA &E's preparations and testimony at appropriate unit rates.
15. CONFIDENTIALITY. JA &E will maintain as confidential any documents or information provided by Client and
will not release, distribute or publish same to any third party without prior permission from Client, unless
compelled by law or order of a court or regulatory body of competent jurisdiction. Such release will occur
only after prior notice to Client.
JACKSON
/& Uity of Schertz, Texas -JA &E Proposal November 30, 2019
ASSOCIATES Fire Station #3 - Schertz, Texas Page 10 of 11
16. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of Texas.
17. SURVIVAL. All provisions of this Agreement for indemnity or allocation of responsibility or liability between
Client and JA &E shall survive the completion of the services and the termination of this Agreement.
18. SEVERABILITY. In the event that any provision of this Agreement is found to be unenforceable under law, the
remaining provisions shall continue in full force and effect.
19. ASSIGNMENT. This Agreement may not be assigned by either party without the prior permission of the other.
20. CONSIDERATION. The parties agree that the charges for JA &E's services are sufficiently adjusted to include
any specific consideration payable to Client under these terms and conditions.
21. INTEGRATION. This Agreement, the attached documents and those incorporated by reference herein
constitute the entire Agreement between the parties and cannot be changed except by a written instrument
signed by both parties.
22. STATUTES OF REPOSE AND LIMITATION. All legal causes of action between the parties to this Agreement shall
accrue and any applicable statutes of repose or limitation shall begin to run not later than the date that
JA &E's services are completed or terminated.
23. CLIENT DISCLOSURE. Client agrees to advise JA &E upon execution of this Agreement of any hazardous substance
or any condition, known or that reasonably should be known by Client, existing in, on, or near the site that
presents a potential danger to human health, the environment, or JA &E's equipment. Client agrees to provide
JA &E continuing related information as it becomes available to the Client. By virtue of entering into this
Agreement or providing services hereunder, JA &E does not assume control of or responsibility as an operator or
otherwise for the site or the person(s) in charge of the site, or undertake responsibility for reporting to any
federal, state or local public agencies any conditions at the site that may present a potential danger to public
health, safety or the environment. Client agrees under advice of its counsel to notify the appropriate federal,
state or local public agencies as required by law; or otherwise to disclose, in a timely manner, any information
that may be necessary to prevent damage to human health, safety, or the environment.
24. ENVIRONMENTAL INDEMNITY. In connection with toxic or hazardous substances or constituents, including but
not limited to mold, and to the maximum extent permitted by law, Client agrees to defend, hold harmless, and
indemnify JA &E from and against any and all claims, liabilities, or judgments, except to the extent finally
determined as being caused by JA &E's negligence or willful misconduct, resulting from:
a) Client's violation of any federal, state, or local statute, regulation, or ordinance relating to the
management or disposal of toxic or hazardous substances or constituents;
b) Client's undertaking of or arrangement for the handling, removal, treatment, storage, transportation, or
disposal of toxic or hazardous substances or constituents found or identified at the site;
c) Toxic or hazardous substances or constituents introduced at the site by Client or third persons before,
during, or after the completion of JA &E's services;
d) Allegations that JA &E is a handler, generator operator, treater, storer, transporter, or disposer unless
expressly retained by Client for such services under the Resource Conservation and Recovery Act of
1976 as amended or any other similar federal, state or local regulation, ordinance, or law due to JA &E's
services;
JACKSON
ASSOCIATES
City of Schertz, Texas - JA &E Proposal
Fire Station #3 - Schertz, Texas
November 30, 2019
Page 11 of 11
e) A release of toxic or hazardous substances or constituents at or from the project site before, during, or
after completion of JA &E's services under this Agreement. Any third party suit or claim for damages
against JA &E alleging strict liability, personal injury (including death) or property damage from exposure.
25. SAMPLE DISPOSAL. Test specimens or samples generally are consumed or substantially altered during testing and
any remnants are disposed of immediately upon completion of tests. Remaining samples and other specimens
are disposed of 30 days after submission of JA &E's report.
END OF JA &E TERMS AND CONDITIONS