19-R-112 - Professional Services Agreement with Sledge Engineering LLC and AG/CM for on-callRESOLUTION NO. 19 -R -112
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AND APPROVING A
PROFESSIONAL SERVICES AGREEMENT WITH SLEDGE
ENGINEERING LLC AND AGICM FOR ON -CALL OWNER'S
REPRESENTATIVE AND PROJECT MANAGEMENT SERVICES AND
ALL MATTERS IN CONNECTION THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City ") has determined that the City
requires a professional services agreement with Sledge Engineering LLC and AGICM. relating to
on -call owner's representative and project management services for the City; and
WHEREAS, City staff has determined that Sledge Engineering LLC and AGICM are
qualified to provide such services for the City; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with Sledge Engineering LLC and AGICM pursuant to the Professional Services
Agreement for Owner's Representative and Project Management 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 Sledge Engineering LLC and AGICM 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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 3rd day of September, 2019.
ATTEST:
c.- r
Secretary
50506887.1
CITY OPPTIERTZ, TEXAS
Carpenter, Mayor
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL OWNER'S
REPRESENTATIVE AND PROJECT MANAGEMENT SERVICES
50506887.1 A -1
CITY OF SCHERTZ
STANDARD PROFESSIONAL SERVICES AGREEMENT
THE STATE OF TEXAS §
GUADALUPE COUNTY §
This Professional Services Agreement ( "Agreement ") is made and entered by and between the
City of Schertz, Texas, (the "City ") a Texas municipality, and Sledge Engineering LLC
( "Professional ").
Section 1. Duration.
This Agreement shall become effective upon execution by the City and shall remain in effect until
satisfactory completion of the Scope of Work unless terminated as provided for in this Agreement.
Section 2. Scope of Work.
(A) Professional shall perform the Services as more particularly described in the Scope of Work
attached hereto as Exhibit "A ". The work as described in the Scope of Work constitutes
the "Project ". Unless otherwise provided in the Scope of Work, the anticipated submittal
of all Project deliverables is immediately upon completion of the Project.
(B) The Quality of Services provided under this Agreement shall be performed with the
professional skill and care ordinarily provided by competent Professionals practicing in the
same or similar locality and under the same or similar circumstances and professional
license, and as expeditiously as is prudent considering the ordinary professional skill and
care of a competent Professional holding the same professional license.
(C) The Professional shall perform its Services for the Project in compliance with all statutory,
regulatory and contractual requirements now or hereafter in effect as may be applicable to
the rights and obligations set forth in the Agreement.
(D) The Professional may rely upon the accuracy of reports and surveys provided to it by the
City except when defects should have been apparent to a reasonably competent
professional or when it has actual notice of any defects in the reports and surveys.
Section 3. Compensation.
(A) The Professional shall be paid in the manner set forth in Exhibit `B" and as provided herein.
(B) Billing Period: The Professional may submit monthly, or less frequently, an invoice for
payment based on the estimated completion of the described tasks and approved work
schedule. Subject to Chapter 2251, Texas Government Code (the "Prompt Payment Act "),
payment is due within thirty (30) days of the City's receipt of the Professional's invoice.
Interest on overdue payments shall be calculated in accordance with the Prompt Payment
Act.
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(C) Reimbursable Expenses: Any and all reimbursable expenses related to the Project shall be
included in the scope of services (Exhibit A) and accounted for in the total contract amount
in Exhibit `B ". If these items are not specifically accounted for in Exhibit A they shall be
considered subsidiary to the total contract amount.
Section 4. Changes to the Project Work: Additional Work.
(A) Changes to Work: Professional shall make such revisions to any work that has been completed
as are necessary to correct any errors or omissions as may appear in such work. If the City finds
it necessary to make changes to previously satisfactorily completed work or parts thereof, the
Professional shall make such revisions if requested and as directed by the City and such services
will be considered as additional work and paid for as specified under following paragraph.
(B) Additional Work. The City retains the right to make changes to the Scope of Work at any
time by a written order. Work that is clearly not within the general description of the Scope of
Work and does not otherwise constitute special services under this Agreement must be approved
in writing by the City by supplemental agreement before the additional work is undertaken by the
Professional. If the Professional is of the opinion that any work is beyond that contemplated in
this Agreement and the Scope of Work governing the project and therefore constitutes additional
work, the Professional shall promptly notify the City of that opinion, in writing. If the City agrees
that such work does constitute additional work, then the City and the Professional shall execute a
supplemental agreement for the additional work and the City shall compensate the Professional
for the additional work on the basis of the rates contained in the Scope of Work. If the changes
deduct from the extent of the Scope of Work, the contract sum shall be adjusted accordingly. All
such changes shall be executed under the conditions of the original Agreement. Any work
undertaken by Professional not previously approved as additional work shall be at risk of the
Professional.
Section 5. Time of Completion.
The prompt completion of the services under the Scope of Work is critical to the City. Unnecessary
delays in providing services under a Scope of Work shall be grounds for dismissal of the
Professional and termination of this Agreement without any or further liability to the City other
than a prorated payment for necessary, timely, and conforming work done by Professional prior to
the time of termination. The Scope of Work shall provide, in either calendar days or by providing
a final date, a time of completion prior to which the Professional shall have completed all tasks
and services described in the Scope of Work.
Section 6. Insurance.
Before commencing work under this Agreement, Professional shall obtain and maintain the
liability insurance provided for in attached Exhibit C throughout the term of this Agreement and
thereafter as required herein.
In addition to the insurance provided for in Exhibit C, Professional shall maintain the following
limits and types of insurance:
Professional Liability Insurance: professional errors and omissions liability insurance with limits of
liability not less than $1,000,000 per occurrence covering all work performed by the Professional, its
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employees, sub - contractors, or independent contractors. If this coverage can only be obtained on a
"claims made" basis, the certificate of insurance must clearly state coverage is on a "claims made"
basis and coverage must remain in effect for at least two years after final payment with the Professional
continuing to furnish the City certificates of insurance.
Workers Compensation Insurance: The Professional shall carry and maintain during the term of
this Agreement, workers compensation and employers liability insurance meeting the
requirements of the State of Texas on all the Professional's employees carrying out the work
involved in this contract.
General Liability Insurance: The Professional shall carry and maintain during the term of this
Agreement, general liability insurance on a per occurrence basis with limits of liability not less
than $1,000,000 for each occurrence and for fire damage. For Bodily Injury and Property Damage,
coverage shall be no less than $1,000,000. As a minimum, coverage for Premises, Operations,
Products and Completed Operations shall be $2,000,000. This coverage shall protect the public or
any person from injury or property damages sustained by reason of the Professional or its
employees carrying out the work involved in this Agreement. The general aggregate shall be no
less than $2,000,000.
Automobile Liability Insurance: Professional shall carry and maintain during the term of this
Agreement, automobile liability insurance with either a combined limit of at least $1,000,000 per
occurrence for bodily injury and property damage or split limits of at least $1,000,000 for bodily
injury per person per occurrence and $1,000,000 for property damage per occurrence. Coverage
shall include all owned, hired, and non -owned motor vehicles used in the performance of this
contract by the Professional or its employees.
Subcontractor: In the case of any work sublet, the Professional shall require subcontractor and
independent contractors working under the direction of either the Professional or a subcontractor
to carry and maintain the same workers compensation and liability insurance required of the
Professional.
Qualifying Insurance: The insurance required by this Agreement shall be written by non - assessable
insurance company licensed to do business in the State of Texas and currently rated "B +" or better
by the A.M. Best Companies. All policies shall be written on a "per occurrence basis" and not a
"claims made" form.
Evidence of such insurance shall be attached as Exhibit "D ".
Failure of Certificate Holder to demand a certificate or other evidence of full compliance with these
insurance requirements or failure of Certificate Holder to identify a deficiency from evidence that is
provided will not be construed as a waiver of Insured's obligation to maintain such insurance.
Section 7. Miscellaneous Provisions.
(A) Subletting. The Professional shall not sublet or transfer any portion of the work under this
Agreement or any Scope of Work issued pursuant to this Agreement unless specifically approved
in writing by the City, which approval shall not be unreasonably withheld. Subcontractors shall
comply with all provisions of this Agreement and the applicable Scope of Work. The approval or
acquiescence of the City in the subletting of any work shall not relieve the Professional of any
responsibility for work done by such subcontractor.
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(B) Ownership of Documents. Upon completion or termination of this Agreement, all documents
prepared by the Professional or furnished to the Professional by the City shall be delivered to and
become the property of the City. All drawings, charts, calculations, plans, specifications and other
data, including electronic files and raw data, prepared under or pursuant to this Agreement shall
be made available, upon request, to the City without restriction or limitation on the further use of
such materials PROVIDED, HOWEVER, THAT SUCH MATERIALS ARE NOT INTENDED
OR REPRESENTED TO BE SUITABLE FOR REUSE BY THE CITY OR OTHERS. ANY
REUSE WITHOUT PRIOR VERIFICATION OR ADAPTATION BY THE PROFESSIONAL
FOR THE SPECIFIC PURPOSE INTENDED WILL BE AT THE CITY'S SOLE RISK AND
WITHOUT LIABILITY TO THE PROFESSIONAL. Where applicable, Professional shall retain
all pre- existing proprietary rights in the materials provided to the City but shall grant to the City a
non - exclusive, perpetual, royalty -free license to use such proprietary information solely for the
purposes for which the information was provided. The Professional may, at Professional's
expense, have copies made of the documents or any other data furnished to the City under or
pursuant to this Agreement.
(C) Professional's Seal. To the extent that the Professional has a professional seal it shall placed
on all documents and data furnished by the Professional to the City. All work and services
provided under this Agreement will be performed in a good and workmanlike fashion and shall
conform to the accepted standards and practices of the Professional's industry. The plans,
specifications and data provided by Professional shall be adequate and sufficient to enable those
performing the actual work to perform the work as and within the time contemplated by the City
and Professional. The City acknowledges that Professional has no control over the methods or
means of work nor the costs of labor, materials or equipment. Unless otherwise agreed in writing,
any estimates of costs by the Professional are for informational purposes only and are not
guarantees.
(D) Compliance with Laws. The Professional shall comply with all federal, state and local laws,
statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative,
or regulatory bodies in any matter affecting the performance of this Agreement, including, without
limitation, worker's compensation laws, minimum and maximum salary and wage statutes and
regulations, and licensing laws and regulations. When required, the Professional shall furnish the
City with satisfactory proof of compliance.
(E) Independent Contractor. Professional acknowledges that Professional is an independent
contractor of the City and is not an employee, agent, official or representative of the City.
Professional shall not represent, either expressly or through implication, that Professional is an
employee, agent, official or representative of the City. Income taxes, self - employment taxes,
social security taxes and the like are the sole responsibility of the Professional.
(F) Non - Collusion. Professional represents and warrants that Professional has not given, made,
promised or paid, nor offered to give, make, promise or pay any gift, bonus, commission, money
or other consideration to any person as an inducement to or in order to obtain the work to be
provided to the City under this Agreement. Professional further agrees that Professional shall not
accept any gift, bonus, commission, money, or other consideration from any person (other than
from the City pursuant to this Agreement) for any of the services performed by Professional under
or related to this Agreement. If any such gift, bonus, commission, money, or other consideration
is received by or offered to Professional, Professional shall immediately report that fact to the City
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and, at the sole option of the City, the City may elect to accept the consideration for itself or to
take the value of such consideration as a credit against the compensation otherwise owing to
Professional under or pursuant to this Agreement.
(G) Force Majeure. If the performance of any covenant or obligation to be performed hereunder
by any party is delayed as a result of circumstances which are beyond the reasonable control of
such party (which circumstances may include, without limitation, pending litigation, acts of God,
war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather
conditions [such as, by way of illustration and not of limitation, severe rain storms or below
freezing temperatures, or tornados] labor action, strikes or similar acts, moratoriums or regulations
or actions by governmental authorities), the time for such performance shall be extended by the
amount of time of such delay, but no longer than the amount of time reasonably occasioned by the
delay. The party claiming delay of performance as a result of any of the foregoing force majeure
events shall deliver written notice of the commencement of any such delay resulting from such
force majeure event not later than seven (7) days after the claiming party becomes aware of the
same, and if the claiming party fails to so notify the other party of the occurrence of a force majeure
event causing such delay and the other party shall not otherwise be aware of such force majeure
event, the claiming parry shall not be entitled to avail itself of the provisions for the extension of
performance contained in this subsection.
(H) In the case of any conflicts between the terms of this Agreement and wording contained
within the Scope of Services, this Agreement shall govern. The Scope of Services is intended to
detail the technical scope of services, fee schedule, and contract time only and shall not dictate
Agreement terms.
(I) The City of Schertz may not enter into a contract with a company for goods and services
unless the contract contains a written verification from the company that; (i) it does not Boycott
Israel; and (ii) will not Boycott Israel during the term of the contract. (Texas Government Code
chapter 2270) by accepting this purchase order, the vendor (Professional or other applicable term
defining the contracting party) verifies that it does not Boycott Israel, and agrees that during the
term of this agreement (contract as applicable) will not Boycott Israel as that term is defined in the
Texas Government Code Section 808.001, as amended.
Relevant definitions from the bill:
"Company" means a for - profit sole proprietorship, organization, association, corporation,
partnership, joint venture, limited partnership, limited liability partnership, or limited liability
company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or
affiliate of those entities or business associations that exists to make a profit.
"Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict economic harm on, or limit commercial
relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -
controlled territory, but does not include an action made for ordinary business purposes.
Section 8. Termination.
(A) This Agreement may be terminated:
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(1) By the mutual agreement and consent of both Professional and City;
(2) By either party, upon the failure of the other party to fulfill its obligations as set forth
in either this Agreement or a Scope of Work issued under this Agreement;
(3) By the City, immediately upon notice in writing to the Professional, as consequence of
the failure of Professional to perform the services contemplated by this Agreement in
a timely or satisfactory manner;
(4) By the City, at will and without cause upon not less than thirty (30) days written notice
to the Professional.
(B) If the City terminates this Agreement pursuant to Section 5 or subsection 8(A)(2) or (3),
above, the Professional shall not be entitled to any fees or reimbursable expenses other than
the fees and reimbursable expenses then due and payable as of the time of termination and
only then for those services that have been timely and adequately performed by the
Professional considering the actual costs incurred by the Professional in performing work
to date of termination, the value of the work that is nonetheless usable to the City, the cost
to the City of employing another Professional to complete the work required and the time
required to do so, and other factors that affect the value to the City of the work performed
at time of termination. In the event of termination that is not the fault of the Professional,
the Professional shall be compensated for all basic, special, and additional services actually
performed prior to termination, together with any reimbursable expenses then due.
Section 9. Indemnification. Professional agrees to indemnify and hold the City of Schertz,
Texas and all of its present, future and former agents, employees, officials and
representatives harmless in their official, individual and representative capacities from any
and all claims, demands, causes of action, judgments, liens and expenses (including
attorney's fees, whether contractual or statutory), costs and damages (whether common law
or statutory), costs and damages (whether common law or statutory, and whether actual,
punitive, consequential or incidental), of any conceivable character, for injuries to persons
(including death) or to property (both real and personal) created by, arising from or in any
manner relating to the services or goods performed or provided by Professional expressly
including those arising through strict liability or under the constitutions of the United States
or Texas BUT ONLY TO THE EXTENT ALLOWABLE BY SEC. 271.904(a) OF THE
TEXAS LOCAL GOVERNMENT CODE AS APPLICABLE.
Section 10. Notices. Any notice required or desired to be given from one party to the other party
to this Agreement shall be in writing and shall be given and shall be deemed to have been served
and received (whether actually received or not) if (i) delivered in person to the address set forth
below; (ii) deposited in an official depository under the regular care and custody of the United
States. Postal Service located within the confines of the United States of America and sent by
certified mail, return receipt requested, and addressed to such party at the address hereinafter
specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate
another address within the confines of the continental United States of America for notice, but
until written notice of such change is actually received by the other party, the last address of such
party designated for notice shall remain such party's address for notice.
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Section 11. No Assignment. Neither party shall have the right to assign that parry's interest in
this Agreement without the prior written consent of the other party.
Section 12. Severabilitr . If any term or provision of this Agreement is held to be illegal, invalid
or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of
this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or
unenforceable term or provision, there shall be added automatically to this Agreement a legal,
valid or enforceable term or provision as similar as possible to the term or provision declared
illegal, invalid or unenforceable.
Section 13. Waiver. Either City or the Professional shall have the right to waive any requirement
contained in this Agreement that is intended for the waiving party's benefit, but, except as
otherwise provided herein, such waiver shall be effective only if in writing executed by the party
for whose benefit such requirement is intended. No waiver of any breach or violation of any term
of this Agreement shall be deemed or construed to constitute a waiver of any other breach or
violation, whether concurrent or subsequent, and whether of the same or of a different type of
breach or violation.
Section 14. Governing Law, Venue. This Agreement and all of the transactions contemplated
herein shall be governed by and construed in accordance with the laws of the State of Texas. The
provisions and obligations of this Agreement are performable in Guadalupe County, Texas such
that exclusive venue for any action arising out of this Agreement shall be in Guadalupe County,
Texas.
Section 15. Paragraph Heading; Construction. The paragraph headings contained in this
Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of
the various and several paragraphs hereof. Both parties have participated in the negotiation and
preparation of this Agreement and this Agreement shall not be construed either more or less
strongly against or for either party.
Section 16. Binding Effect. Except as limited herein, the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
devisees, personal and legal representatives, successors and assigns.
Section 17. Gender. Within this Agreement, words of any gender shall be held and construed to
include any other gender, and words in the singular number shall be held and construed to include
the plural, unless the context otherwise requires.
Section 18. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which shall constitute but one and the same
instrument.
Section 19. Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes wherever reference is made to the same.
Section 20. Entire Agreement. It is understood and agreed that this Agreement contains the
entire agreement between the parties and supersedes any and all prior agreements, arrangements
or understandings between the parties relating to the subject matter. No oral understandings,
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statements, promises or inducements contrary to the terms of this Agreement exist. This
Agreement cannot be changed or terminated orally.
Section 21. Relationship of Parties. Nothing contained in this Agreement shall be deemed or
construed by the parties hereto or by any third parry to create the relationship of principal and
agent or of partnership or of joint venture or of any association whatsoever between the parties, it
being expressly understood and agreed that no provision contained in this Agreement nor any act
or acts of the parties hereto shall be deemed to create any relationship between the parties other
than the relationship of independent parties contracting with each other solely for the purpose of
effecting the provisions of this Agreement.
23. Dispute Resolution. In accordance with the provisions of Subchapter I, Chapter 271, TEX.
LOCAL GOv'T CODE, the parties agree that, prior to instituting any lawsuit or other proceeding
arising from a dispute under this agreement, the parties will first attempt to resolve the dispute by
taking the following steps: (1) A written notice substantially describing the nature of the dispute
shall be delivered by the dissatisfied party to the other party, which notice shall request a written
response to be delivered to the dissatisfied parry not less than 5 days after receipt of the notice of
dispute. (2) If the response does not reasonably resolve the dispute, in the opinion of the
dissatisfied party, the dissatisfied party shall give notice to that effect to the other party whereupon
each party shall appoint a person having authority over the activities of the respective parties who
shall promptly meet, in person, in an effort to resolve the dispute. (3) If those persons cannot or
do not resolve the dispute, then the parties shall each appoint a person from the highest tier of
managerial responsibility within each respective party, who shall then promptly meet, in person,
in an effort to resolve the dispute.
24. Disclosure of Business Relationships /Affiliations: Conflict of Interest !Questionnaire.
Professional represents that it is in compliance with the applicable filing and disclosure
requirements of Chapter 176 of the Texas Local Government Code.
Certificate of Interested Parties
Effective January 1, 2016, pursuant to House Bill 1295 passed by the 84th Texas Legislature
(Section 2252.908, Texas Government Code, as amended) and formal rules released by the Texas
Ethics Commission (TEC), all contracts with private business entities requiring approval by the
Schertz City Council will require the on -line completion of Form 1295 "Certificate of Interested
Parties." Form 1295 is also required for any and all contract amendments, extensions or renewals.
Contractors are required to complete and file electronically with the Texas Ethics Commission
using the online filing application.
Please visit the State of Texas Ethics
httl�s_ / /www. ethics .state.tx.us /whatsnew /elf info forml295.htm
httl ,s: / /www.ethics.state.tx.us /tec /1295- Info.htrn for more information.
Commission website,
and
IF YOU HAVE ANY QUESTIONS ABOUT COMPLIANCE, PLEASE CONSULT YOUR
OWN LEGAL COUNSEL. COMPLIANCE IS THE INDIVIDUAL RESPONSIBILITY OF
EACH PERSON OR AGENT OF A PERSON WHO IS SUBJECT TO THE FILING
REQUIREMENT. AN OFFENSE UNDER CHAPTER 176 IS A CLASS C MISDEMEANOR.
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EXECUTED on this the day of
CITY:
, 20_
PROFESSIONAL:
By: By:
Name: Dr. Mark Browne Name:
Title: City Manager Title:
ADDRESS FOR NOTICE:
CITY: PROFESSIONAL:
City of Schertz Sledge Engineering LLC
Attn: Dr. Mark Browne, City Manager 481 Tucek Road
1400 Schertz Parkway Taylor, Texas 76574
Schertz, Texas 78154 512- 365 -1888
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Exhibit A
SCOPE OF WORK
Scope of Work
The scope of services is to perform typical and complete owner's representative /
project management services in conjunction with multiple CITY OF SCHERTZ
Facilities Construction projects working with the City staff and any appropriate
consultants. Specific projects are not known at this time, but the following are work
tasks assumed necessary to complete a particular project. The ability to work by
the hour or by the project and as directed and agreed upon.
1. Project Planning:
1.1 Meet with City staff to review the scope of the project, establish project
procedures and become familiar with any concerns.
1.2 Participate in the development of RFQ, RFPs, etc. to facilitate the selection
of additional project consultants, construction managers, construction
materials testing firms, etc. and in the execution of contracts as needed.
1.3 Attend all project team meetings during redesign, bidding, negotiations,
preconstruction and construction.
1.4 Prepare periodic presentations for and attend meetings with the City Staff,
City Manager's office, and City Council during all phases of the project.
2. Documents Preparation:
2.1 Conduct periodic meetings of the entire project team to address project
status, issues and concerns.
2.2 Review and analyze the drawings, budgets, schedules, draft and review
meeting minutes and other descriptive material produced.
2.3 Assist the City in understanding the options and implications of various
options presented by the project team for decisions to be made including
those on materials and /or building systems.
2.4 Review information produced applicable to local, state and federal codes and
regulations, including zoning, energy, accessibility, storm -water runoff, and
others which typically cause impact for projects of the nature anticipated.
2.5 Provide design reviews and written comments to the project team concerning
contract documents produced at applicable phases of the project.
2.6 Prepare a presentation to the City on the progress of the drawings, budgets,
schedules and other descriptive materials during plans preparation and at
the completion of construction documents.
2.7 During the course of the various phases and after the bids for the project are
received, represent the City during the value engineering process to aid in
achieving a balance between cost and the facility requirements.
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3. Bidding / Negotiation:
3.1 Work with the Construction Manager in their qualification process for
contractors and subcontractors for the project, participate in the review of
potential bidders and assist in appropriate contractor and subcontractor
selection process.
3.2 Review all construction related costs (including soft costs) and provide an
opinion as to its adequacy and appropriateness in relation to industry
standard costs.
3.3 Review the construction progress schedule and form an opinion as to
appropriateness of the projected sequencing, duration of work items, and
realism of the estimated project completion based on the scope of the project
and the availability of both materials and labor.
4. Construction / Construction Administration:
4.1 Conduct project observation and site visits necessary and appropriate to the
state of redesign and / or construction
4.2 Review and provide feedback on all schedules, submittals, requests for
proposals, requests for information, change orders, schedule of values,
billings, etc.
4.3 Review the construction progress 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, to observe the quality
of workmanship, substantiation of costs in place and the adequacy of
balances complete, and the status of construction completion.
4.4 Review and provide information concerning the description of obvious
conflicts, deficiencies and omissions observed between the construction 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.
4.5 Review construction materials 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.
4.6 Provide quality, labeled, color or digital photographs, if desired, within the
monthly construction report to more explicitly relate to the observations
described.
4.7 Review project team 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.
5. Contract Closeout:
5.1 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,
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add to it as needed, and see to the timely completion and resolution of such
items on the punch list.
5.2 Review applicable municipal or governmental final sign -offs, which are
provided to consultant including, but not limited to, final certificates of
occupancy.
5.3 Review project record drawings, operations and maintenance manuals, final
documentation, etc. for correctness and completeness. Oversee project
audits if needed.
6. Schedule:
Time is of the essence on Facilities Construction projects and schedules will be
developed by the Owner's Representative as individual projects are assigned.
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Exhibit B
COMPENSATION
Price
Total Fee: Click here to enter text.
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Exhibit C
REQUIREMENTS FOR ALL INSURANCE DOCUMENTS
The Professional shall comply with each and every condition contained herein. The Professional shall provide and maintain
the minimum insurance coverage set forth below during the term of its agreement with the City. Any Subcontractor(s) hired
by the Professional shall maintain insurance coverage equal to that required of the Professional. It is the responsibility of
the Professional to assure compliance with this provision. The City of Schertz accepts no resl >onsibilii,, arising from the
conduct, or lack of conduct, of the Subcontractor.
INSTRUCTIONS FOR COMPLETION OF INSURANCE DOCUMENT
With reference to the foregoing insurance requirements, Professional shall specifically endorse applicable insurance policies
as follows:
1. The City of Schertz shall be named as an additional insured with respect to General Liability and Automobile
Liability on a se crate endorsement.
2. A waiver of subrogation in favor of The City of Schertz shall be contained in the Workers Compensation and all
liability policies and must be provided on a separate endorsement.
3. All insurance policies shall be endorsed to the effect that The City of Schertz will receive at least thirty (30) days
written notice prior to cancellation or non - renewal of the insurance.
4. All insurance policies, which name The City of Schertz as an additional insured, must be endorsed to read as primary
and non - contributory coverage regardless of the application of other insurance.
5. Chapter 1811 of the Texas Insurance Code, Senate Bi11425 82(R) of 2011, states that the above endorsements
cannot be on the certificate of insurance. Separate endorsements must be provided for each of the above.
6. All insurance policies shall be endorsed to require the insurer to immediately notify The City of Schertz of any
material change in the insurance coverage.
7. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions.
8. Required limits may be satisfied by any combination of primary and umbrella liability insurances.
9. Professional may maintain reasonable and customary deductibles, subject to approval by The City of Schertz.
10. Insurance must be purchased from insurers having a minimum AmBest rating of B +.
11. All insurance must be written on forms filed with and approved by the Texas Department of Insurance. (ACORD
25 2010/05). Coverage must be written on an occurrence form.
12. Contractual Liability must be maintained covering the Professionals obligations contained in the contract.
Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall
contain provisions representing and warranting all endorsements and insurance coverages according to requirements
and instructions contained herein.
13. Upon request, Professional shall furnish The City of Schertz with certified copies of all insurance policies.
14. A valid certificate of insurance verifying each of the coverages required above shall be issued directly to the City
of Schertz within ten (10) business days after contract award and prior to starting any work by the successful
Professional's insurance agent of record or insurance company. Also, prior to the start of any work and at the same
time that the Certificate of Insurance is issued and sent to the City of Schertz, all required endorsements identified
in sections A, B, C and D, above shall be sent to the City of Schertz. The certificate of insurance and endorsements
shall be sent to:
City of Schertz emailed to: 1urchasing, a schertz.com
Purchasing Department Faxed to: 210 - 619 -1169
1400 Schertz Parkway
Schertz, TX 78154
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(Instructions for completing and submitting a certificate to the City of Schertz)
Complete the certificate of insurance with the information listed below:
A) Certificate of Insurance date
B) Producer (Insurance Agency) Information — complete name, address, telephone information, & email address.
C) Insured's (Insurance Policy Holder) Information — complete name & address information
D) Insurer (name /names of insurance company) * *(Remember the city requires all insurance companies to be
Authorized to do business in the State of Texas be rated by A.M. Best with a rating of B+ (or better) Class VI (or
higher) or otherwise be acceptable to the City if not rated by A.M. Best)
E) NAIC # (National Association of Insurance Commissioners, a # that is assigned by the State to all insurance
companies)
F) Insurer letter represents which insurance company provides which type of coverage from D
G) General Liability Insurance Policy — must have an (x) in box. Also, "Occurrence" type policy — must have an (x) in
the box (occurrence policy preferred but claims made policy can be accepted with special approval)
H) This section shall be filled in with "Y" for yes under Additional Insured for all coverages, except for Professional
Liability and Workers' Compensation. There shall also be a "Y" for yes under all coverages for subrogation waived.
I) Automobile Liability Insurance — must be checked for Any Auto, All Owned Autos, Hired Autos
J) Umbrella Coverage — must be checked in this section and by occurrence whenever it is required by written contract
and in accordance with the contract value.
K) Worker's Compensation and Employers Liability Insurance — information must be completed in this section of the
certificate of insurance form (if applicable).
L) Builder's Risk Policy — for construction projects as designated by the City of Schertz.
Professional Liability Coverage — for professional services if required by the City of Schertz.
M) Insurance Policy #'s
N) Insurance policy effective dates (always check for current dates)
O) Insurance Policy limits (See Insurance Requirements Checklist)
P) This section is to list projects, dates of projects, or location of project. Endorsements to the insurance policy(ies)
must be provided separately and not in this section. The following endorsements are required by the City of Schertz.
(1) Adding the City of Schertz as an additional insured. The "additional insured" endorsement is not required for
professional liability and workers compensation insurance; and
(2) Waiver of Subrogation
(3) Primary and Non - Contributory
(4) Cancellation Notice
Q) City of Schertz's name and address information must be listed in this section
R) Notice of cancellation, non - renewal, or material change to the insurance policy(ies) must be provided to the City of
Schertz in accordance with a cancellation notice endorsement to the policy and /or per the policy provisions based
on the endorsement adding the city as an additional insured. (Sec. 1811.155, Tex. Ins. Code)
S) The certificate must be signed by the Authorized Agent in this section of the certificate form.
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Exhibit D
EVIDENCE OF INSURANCE
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CITY OF SCHERTZ
STANDARD PROFESSIONAL SERVICES AGREEMENT
THE STATE OF TEXAS §
GUADALUPE COUNTY §
This Professional Services Agreement ( "Agreement ") is made and entered by and between the
City of Schertz, Texas, (the "City ") a Texas municipality, and AGICM Inc. ( "Professional ").
Section 1. Duration.
This Agreement shall become effective upon execution by the City and shall remain in effect until
satisfactory completion of the Scope of Work unless terminated as provided for in this Agreement.
Section 2. Scone of Work.
(A) Professional shall perform the Services as more particularly described in the Scope of Work
attached hereto as Exhibit "A ". The work as described in the Scope of Work constitutes
the "Project ". Unless otherwise provided in the Scope of Work, the anticipated submittal
of all Project deliverables is immediately upon completion of the Project.
(B) The Quality of Services provided under this Agreement shall be performed with the
professional skill and care ordinarily provided by competent Professionals practicing in the
same or similar locality and under the same or similar circumstances and professional
license, and as expeditiously as is prudent considering the ordinary professional skill and
care of a competent Professional holding the same professional license.
(C) The Professional shall perform its Services for the Project in compliance with all statutory,
regulatory and contractual requirements now or hereafter in effect as may be applicable to
the rights and obligations set forth in the Agreement.
(D) The Professional may rely upon the accuracy of reports and surveys provided to it by the
City except when defects should have been apparent to a reasonably competent
professional or when it has actual notice of any defects in the reports and surveys.
Section 3. Comvensation.
(A) The Professional shall be paid in the manner set forth in Exhibit "B" and as provided herein.
(B) Billing Period: The Professional may submit monthly, or less frequently, an invoice for
payment based on the estimated completion of the described tasks and approved work
schedule. Subject to Chapter 2251, Texas Government Code (the "Prompt Payment Act "),
payment is due within thirty (30) days of the City's receipt of the Professional's invoice.
Interest on overdue payments shall be calculated in accordance with the Prompt Payment
Act.
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(C) Reimbursable Expenses: Any and all reimbursable expenses related to the Project shall be
included in the scope of services (Exhibit A) and accounted for in the total contract amount
in Exhibit `B ". If these items are not specifically accounted for in Exhibit A they shall be
considered subsidiary to the total contract amount.
Section 4. Chances to the Project Work, Additional Work.
(A) Changes to Work: Professional shall make such revisions to any work that has been completed
as are necessary to correct any errors or omissions as may appear in such work. If the City finds
it necessary to make changes to previously satisfactorily completed work or parts thereof, the
Professional shall make such revisions if requested and as directed by the City and such services
will be considered as additional work and paid for as specified under following paragraph.
(B) Additional Work: The City retains the right to make changes to the Scope of Work at any
time by a written order. Work that is clearly not within the general description of the Scope of
Work and does not otherwise constitute special services under this Agreement must be approved
in writing by the City by supplemental agreement before the additional work is undertaken by the
Professional. If the Professional is of the opinion that any work is beyond that contemplated in
this Agreement and the Scope of Work governing the project and therefore constitutes additional
work, the Professional shall promptly notify the City of that opinion, in writing. If the City agrees
that such work does constitute additional work, then the City and the Professional shall execute a
supplemental agreement for the additional work and the City shall compensate the Professional
for the additional work on the basis of the rates contained in the Scope of Work. If the changes
deduct from the extent of the Scope of Work, the contract sum shall be adjusted accordingly. All
such changes shall be executed under the conditions of the original Agreement. Any work
undertaken by Professional not previously approved as additional work shall be at risk of the
Professional.
Section 5. Time of Completion.
The prompt completion of the services under the Scope of Work is critical to the City. Unnecessary
delays in providing services under a Scope of Work shall be grounds for dismissal of the
Professional and termination of this Agreement without any or further liability to the City other
than a prorated payment for necessary, timely, and conforming work done by Professional prior to
the time of termination. The Scope of Work shall provide, in either calendar days or by providing
a final date, a time of completion prior to which the Professional shall have completed all tasks
and services described in the Scope of Work.
Section 6. Insurance.
Before commencing work under this Agreement, Professional shall obtain and maintain the
liability insurance provided for in attached Exhibit C throughout the term of this Agreement and
thereafter as required herein.
In addition to the insurance provided for in Exhibit C, Professional shall maintain the following
limits and types of insurance:
Professional Liability Insurance: professional errors and omissions liability insurance with limits of
liability not less than $1,000,000 per occurrence covering all work performed by the Professional, its
employees, sub - contractors, or independent contractors. If this coverage can only be obtained on a
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"claims made" basis, the certificate of insurance must clearly state coverage is on a "claims made"
basis and coverage must remain in effect for at least two years after final payment with the Professional
continuing to furnish the City certificates of insurance.
Workers Compensation Insurance: The Professional shall carry and maintain during the term of
this Agreement, workers compensation and employers liability insurance meeting the
requirements of the State of Texas on all the Professional's employees carrying out the work
involved in this contract.
General Liability Insurance: The Professional shall carry and maintain during the term of this
Agreement, general liability insurance on a per occurrence basis with limits of liability not less
than $1,000,000 for each occurrence and for fire damage. For Bodily Injury and Property Damage,
coverage shall be no less than $1,000,000. As a minimum, coverage for Premises, Operations,
Products and Completed Operations shall be $2,000,000. This coverage shall protect the public or
any person from injury or property damages sustained by reason of the Professional or its
employees carrying out the work involved in this Agreement. The general aggregate shall be no
less than $2,000,000.
Automobile Liability Insurance: Professional shall carry and maintain during the term of this
Agreement, automobile liability insurance with either a combined limit of at least $1,000,000 per
occurrence for bodily injury and property damage or split limits of at least $1,000,000 for bodily
injury per person per occurrence and $1,000,000 for property damage per occurrence. Coverage
shall include all owned, hired, and non -owned motor vehicles used in the performance of this
contract by the Professional or its employees.
Subcontractor: In the case of any work sublet, the Professional shall require subcontractor and
independent contractors working under the direction of either the Professional or a subcontractor
to carry and maintain the same workers compensation and liability insurance required of the
Professional.
Qualifying Insurance: The insurance required by this Agreement shall be written by non - assessable
insurance company licensed to do business in the State of Texas and currently rated "B +" or better
by the A.M. Best Companies. All policies shall be written on a "per occurrence basis" and not a
"claims made" form.
Evidence of such insurance shall be attached as Exhibit "D ".
Failure of Certificate Holder to demand a certificate or other evidence of full compliance with these
insurance requirements or failure of Certificate Holder to identify a deficiency from evidence that is
provided will not be construed as a waiver of Insured's obligation to maintain such insurance.
Section 7. Miscellaneous Provisions.
(A) Subletting. The Professional shall not sublet or transfer any portion of the work under this
Agreement or any Scope of Work issued pursuant to this Agreement unless specifically approved
in writing by the City, which approval shall not be unreasonably withheld. Subcontractors shall
comply with all provisions of this Agreement and the applicable Scope of Work. The approval or
acquiescence of the City in the subletting of any work shall not relieve the Professional of any
responsibility for work done by such subcontractor.
(B) Ownership of Documents. Upon completion or termination of this Agreement, all documents
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prepared by the Professional or furnished to the Professional by the City shall be delivered to and
become the property of the City. All drawings, charts, calculations, plans, specifications and other
data, including electronic files and raw data, prepared under or pursuant to this Agreement shall
be made available, upon request, to the City without restriction or limitation on the further use of
such materials PROVIDED, HOWEVER, THAT SUCH MATERIALS ARE NOT INTENDED
OR REPRESENTED TO BE SUITABLE FOR REUSE BY THE CITY OR OTHERS. ANY
REUSE WITHOUT PRIOR VERIFICATION OR ADAPTATION BY THE PROFESSIONAL
FOR THE SPECIFIC PURPOSE INTENDED WILL BE AT THE CITY'S SOLE RISK AND
WITHOUT LIABILITY TO THE PROFESSIONAL. Where applicable, Professional shall retain
all pre- existing proprietary rights in the materials provided to the City but shall grant to the City a
non - exclusive, perpetual, royalty -free license to use such proprietary information solely for the
purposes for which the information was provided. The Professional may, at Professional's
expense, have copies made of the documents or any other data furnished to the City under or
pursuant to this Agreement.
(C) Professional's Seal. To the extent that the Professional has a professional seal it shall placed
on all documents and data furnished by the Professional to the City. All work and services
provided under this Agreement will be performed in a good and workmanlike fashion and shall
conform to the accepted standards and practices of the Professional's industry. The plans,
specifications and data provided by Professional shall be adequate and sufficient to enable those
performing the actual work to perform the work as and within the time contemplated by the City
and Professional. The City acknowledges that Professional has no control over the methods or
means of work nor the costs of labor, materials or equipment. Unless otherwise agreed in writing,
any estimates of costs by the Professional are for informational purposes only and are not
guarantees.
(D) Compliance with Laws. The Professional shall comply with all federal, state and local laws,
statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative,
or regulatory bodies in any matter affecting the performance of this Agreement, including, without
limitation, worker's compensation laws, minimum and maximum salary and wage statutes and
regulations, and licensing laws and regulations. When required, the Professional shall furnish the
City with satisfactory proof of compliance.
(E) Independent Contractor. Professional acknowledges that Professional is an independent
contractor of the City and is not an employee, agent, official or representative of the City.
Professional shall not represent, either expressly or through implication, that Professional is an
employee, agent, official or representative of the City. Income taxes, self - employment taxes,
social security taxes and the like are the sole responsibility of the Professional.
(F) Non - Collusion. Professional represents and warrants that Professional has not given, made,
promised or paid, nor offered to give, make, promise or pay any gift, bonus, commission, money
or other consideration to any person as an inducement to or in order to obtain the work to be
provided to the City under this Agreement. Professional further agrees that Professional shall not
accept any gift, bonus, commission, money, or other consideration from any person (other than
from the City pursuant to this Agreement) for any of the services performed by Professional under
or related to this Agreement. If any such gift, bonus, commission, money, or other consideration
is received by or offered to Professional, Professional shall immediately report that fact to the City
and, at the sole option of the City, the City may elect to accept the consideration for itself or to
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take the value of such consideration as a credit against the compensation otherwise owing to
Professional under or pursuant to this Agreement.
(G) Force Majeure. If the performance of any covenant or obligation to be performed hereunder
by any party is delayed as a result of circumstances which are beyond the reasonable control of
such party (which circumstances may include, without limitation, pending litigation, acts of God,
war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather
conditions [such as, by way of illustration and not of limitation, severe rain storms or below
freezing temperatures, or tornados] labor action, strikes or similar acts, moratoriums or regulations
or actions by governmental authorities), the time for such performance shall be extended by the
amount of time of such delay, but no longer than the amount of time reasonably occasioned by the
delay. The party claiming delay of performance as a result of any of the foregoing force majeure
events shall deliver written notice of the commencement of any such delay resulting from such
force majeure event not later than seven (7) days after the claiming party becomes aware of the
same, and if the claiming party fails to so notify the other party of the occurrence of a force majeure
event causing such delay and the other party shall not otherwise be aware of such force majeure
event, the claiming party shall not be entitled to avail itself of the provisions for the extension of
performance contained in this subsection.
(H) In the case of any conflicts between the terms of this Agreement and wording contained
within the Scope of Services, this Agreement shall govern. The Scope of Services is intended to
detail the technical scope of services, fee schedule, and contract time only and shall not dictate
Agreement terms.
(I) The City of Schertz may not enter into a contract with a company for goods and services
unless the contract contains a written verification from the company that; (i) it does not Boycott
Israel; and (ii) will not Boycott Israel during the term of the contract. (Texas Government Code
chapter 2270) by accepting this purchase order, the vendor (Professional or other applicable term
defining the contracting party) verifies that it does not Boycott Israel, and agrees that during the
term of this agreement (contract as applicable) will not Boycott Israel as that term is defined in the
Texas Government Code Section 808.001, as amended.
Relevant definitions from the bill:
"Company" means a for - profit sole proprietorship, organization, association,. corporation,
partnership, joint venture, limited partnership, limited liability partnership, or limited liability
company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or
affiliate of those entities or business associations that exists to make a profit.
"Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict economic harm on, or limit commercial
relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -
controlled territory, but does not include an action made for ordinary business purposes.
Section 8. Termination.
(A) This Agreement may be terminated:
(1) By the mutual agreement and consent of both Professional and City;
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Page 5
(2) By either party, upon the failure of the other party to fulfill its obligations as set forth
in either this Agreement or a Scope of Work issued under this Agreement;
(3) By the City, immediately upon notice in writing to the Professional, as consequence of
the failure of Professional to perform the services contemplated by this Agreement in
a timely or satisfactory manner;
(4) By the City, at will and without cause upon not less than thirty (30) days written notice
to the Professional.
(B) If the City terminates this Agreement pursuant to Section 5 or subsection 8(A)(2) or (3),
above, the Professional shall not be entitled to any fees or reimbursable expenses other than
the fees and reimbursable expenses then due and payable as of the time of termination and
only then for those services that have been timely and adequately performed by the
Professional considering the actual costs incurred by the Professional in performing work
to date of termination, the value of the work that is nonetheless usable to the City, the cost
to the City of employing another Professional to complete the work required and the time
required to do so, and other factors that affect the value to the City of the work performed
at time of termination. In the event of termination that is not the fault of the Professional,
the Professional shall be compensated for all basic, special, and additional services actually
performed prior to termination, together with any reimbursable expenses then due.
Section 9. Indemnification. Professional agrees to indemnify and hold the City of Schertz,
Texas and all of its present, future and former agents, employees, officials and
representatives harmless in their official, individual and representative capacities from any
and all claims, demands, causes of action, judgments, liens and expenses (including
attorney's fees, whether contractual or statutory), costs and damages (whether common law
or statutory), costs and damages (whether common law or statutory, and whether actual,
punitive, consequential or incidental), of any conceivable character, for injuries to persons
(including death) or to property (both real and personal) created by, arising from or in any
manner relating to the services or goods performed or provided by Professional expressly
including those arising through strict liability or under the constitutions of the United States
or Texas BUT ONLY TO THE EXTENT ALLOWABLE BY SEC. 271.904(a) OF THE
TEXAS LOCAL GOVERNMENT CODE AS APPLICABLE.
Section 10. Notices. Any notice required or desired to be given from one party to the other party
to this Agreement shall be in writing and shall be given and shall be deemed to have been served
and received (whether actually received or not) if (i) delivered in person to the address set forth
below; (ii) deposited in an official depository under the regular care and custody of the United
States Postal Service located within the confines of the United States of America and sent by
certified mail, return receipt requested, and addressed to such party at the address hereinafter
specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate
another address within the confines of the continental United States of America for notice, but
until written notice of such change is actually received by the other party, the last address of such
party designated for notice shall remain such party's address for notice.
Section 11. No Assignment. Neither party shall have the right to assign that party's interest in
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this Agreement without the prior written consent of the other party.
Section 12. Severability. If any term or provision of this Agreement is held to be illegal, invalid
or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of
this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or
unenforceable term or provision, there shall be added automatically to this Agreement a legal,
valid or enforceable term or provision as similar as possible to the term or provision declared
illegal, invalid or unenforceable.
Section 13. Waiver. Either City or the Professional shall have the right to waive any requirement
contained in this Agreement that is intended for the waiving party's benefit, but, except as
otherwise provided herein, such waiver shall be effective only if in writing executed by the party
for whose benefit such requirement is intended. No waiver of any breach or violation of any term
of this Agreement shall be deemed or construed to constitute a waiver of any other breach or
violation, whether concurrent or subsequent, and whether of the same or of a different type of
breach or violation.
Section 14. Governing Law, Venue. This Agreement and all of the transactions contemplated
herein shall be governed by and construed in accordance with the laws of the State of Texas. The
provisions and obligations of this Agreement are performable in Guadalupe County, Texas such
that exclusive venue for any action arising out of this Agreement shall be in Guadalupe County,
Texas.
Section 15. Para < (uraph Reading; s: Construction. The paragraph headings contained in this
Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of
the various and several paragraphs hereof. Both parties have participated in the negotiation and
preparation of this Agreement and this Agreement shall not be construed either more or less
strongly against or for either party.
Section 16. Binding Effect. Except as limited herein, the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
devisees, personal and legal representatives, successors and assigns.
Section 17. Gender. Within this Agreement, words of any gender shall be held and construed to
include any other gender, and words in the singular number shall be held and construed to include
the plural, unless the context otherwise requires.
Section 18. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which shall constitute but one and the same
instrument.
Section 19. Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes wherever reference is made to the same.
Section 20. Entire Agreement. It is understood and agreed that this Agreement contains the
entire agreement between the parties and supersedes any and all prior agreements, arrangements
or understandings between the parties relating to the subject matter. No oral understandings,
statements, promises or inducements contrary to the terms of this Agreement exist. This
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Agreement cannot be changed or terminated orally.
Section 21. Relationship of Parties. Nothing contained in this Agreement shall be deemed or
construed by the parties hereto or by any third party to create the relationship of principal and
agent or of partnership or of joint venture or of any association whatsoever between the parties, it
being expressly understood and agreed that no provision contained in this Agreement nor any act
or acts of the parties hereto shall be deemed to create any relationship between the parties other
than the relationship of independent parties contracting with each other solely for the purpose of
effecting the provisions of this Agreement.
23. Dispute Resolution. In accordance with the provisions of Subchapter I, Chapter 271, TEX.
LOCAL Gov'T CODE, the parties agree that, prior to instituting any lawsuit or other proceeding
arising from a dispute under this agreement, the parties will first attempt to resolve the dispute by
taking the following steps: (1) A written notice substantially describing the nature of the dispute
shall be delivered by the dissatisfied party to the other party, which notice shall request a written
response to be delivered to the dissatisfied party not less than 5 days after receipt of the notice of
dispute. (2) If the response does not reasonably resolve the dispute, in the opinion of the
dissatisfied party, the dissatisfied party shall give notice to that effect to the other party whereupon
each party shall appoint a person having authority over the activities of the respective parties who
shall promptly meet, in person, in an effort to resolve the dispute. (3) If those persons cannot or
do not resolve the dispute, then the parties shall each appoint a person from the highest tier of
managerial responsibility within each respective party, who shall then promptly meet, in person,
in an effort to resolve the dispute.
24. Disclosure of Business Relationships/Affiliations, Conflict of Interest Ouestionnaire.
Professional represents that it is in compliance with the applicable filing and disclosure
requirements of Chapter 176 of the Texas Local Government .Code.
Certificate of Interested Parties
Effective January 1, 2016, pursuant to House Bill 1295 passed by the 84th Texas Legislature
(Section 2252.908, Texas Government Code, as amended) and formal rules released by the Texas
Ethics Commission (TEC), all contracts with private business entities requiring approval by the
Schertz City Council will require the on -line completion of Form 1295 "Certificate of Interested
Parties." Form 1295 is also required for any and all contract amendments, extensions or renewals.
Contractors are required to complete and file electronically with the Texas Ethics Commission
using the online filing application.
Please visit the State of Texas Ethics Commission website,
helps: // www.ethics.state.tx.us /whatsnew /elf info form1295.htm and
httL)s:/ /www.ethics.state.tx.us /tec /1295 - Info.htm for more information.
IF YOU HAVE ANY QUESTIONS ABOUT COMPLIANCE, PLEASE CONSULT YOUR
OWN LEGAL COUNSEL. COMPLIANCE IS THE INDIVIDUAL RESPONSIBILITY OF
EACH PERSON OR AGENT OF A PERSON WHO IS SUBJECT TO THE FILING
REQUIREMENT. AN OFFENSE UNDER CHAPTER 176 IS A CLASS C MISDEMEANOR.
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EXECUTED on this the
CITY:
day of , 20_.
PROFESSIONAL:
By: By:
Name: Dr. Mark Browne Name:
Title: City Manager Title:
ADDRESS FOR NOTICE:
CITY:
City of Schertz
Attn: Dr. Mark Browne, City Manager
1400 Schertz Parkway
Schertz, Texas 78154
PROFESSIONAL:
AGICM Inc.
11503 Jones Maltsberger, Ste 1153
San Antonio, Texas 78216
210- 403 -2284
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Exhibit A
SCOPE OF WORK
Scope of Work
The scope of services is to perform typical and complete owner's representative /
project management services in conjunction with multiple CITY OF SCHERTZ
Facilities Construction projects working with the City staff and any appropriate
consultants. Specific projects are not known at this time, but the following are work
tasks assumed necessary to complete a particular project. The ability to work by
the hour or by the project and as directed and agreed upon.
1. Project Planning:
1.1 Meet with City staff to review the scope of the project, establish project
procedures and become familiar with any concerns.
1.2 Participate in the development of RFQ, RFPs, etc. to facilitate the selection
of additional project consultants, construction managers, construction
materials testing firms, etc. and in the execution of contracts as needed.
1.3 Attend all project team meetings during redesign, bidding, negotiations,
preconstruction and construction.
1.4 Prepare periodic presentations for and attend meetings with the City Staff,
City Manager's office, and City Council during all phases of the project.
2. Documents Preparation:
2.1 Conduct periodic meetings of the entire project team to address project
status, issues and concerns.
2.2 Review and analyze the drawings, budgets, schedules, draft and review
meeting minutes and other descriptive material produced.
2.3 Assist the City in understanding the options and implications of various
options presented by the project team for decisions to be made including
those on materials and /or building systems.
2.4 Review information produced applicable to local, state and federal codes and
regulations, including zoning, energy, accessibility, storm -water runoff, and
others which typically cause impact for projects of the nature anticipated.
2.5 Provide design reviews and written comments to the project team concerning
contract documents produced at applicable phases of the project.
2.6 Prepare a presentation to the City on the progress of the drawings, budgets,
schedules and other descriptive materials during plans preparation and at
the completion of construction documents.
2.7 During the course of the various phases and after the bids for the project are
received, represent the City during the value engineering process to aid in
achieving a balance between cost and the facility requirements.
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3. Bidding / Negotiation:
3.1 Work with the Construction Manager in their qualification process for
contractors and subcontractors for the project, participate in the review of
potential bidders and assist in appropriate contractor and subcontractor
selection process.
3.2 Review all construction related costs (including soft costs) and provide an
opinion as to its adequacy and appropriateness in relation to industry
standard costs.
3.3 Review the construction progress schedule and form an opinion as to
appropriateness of the projected sequencing, duration of work items, and
realism of the estimated project completion based on the scope of the project
and the availability of both materials and labor.
4. Construction / Construction Administration:
4.1 Conduct project observation and site visits necessary and appropriate to the
state of redesign and / or construction
4.2 Review and provide feedback on all schedules, submittals, requests for
proposals, requests for information, change orders, schedule of values,
billings, etc.
4.3 Review the construction progress 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, to observe the quality
of workmanship, substantiation of costs in place and the adequacy of
balances complete, and the status of construction completion.
4.4 Review and provide information concerning the description of obvious
conflicts, deficiencies and omissions observed between the construction 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.
4.5 Review construction materials 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.
4.6 Provide quality, labeled, color or digital photographs, if desired, within the
monthly construction report to more explicitly relate to the observations
described.
4.7 Review project team 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.
5. Contract Closeout:
5.1 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,
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add to it as needed, and see to the timely completion and resolution of such
items on the punch list.
5.2 Review applicable municipal or governmental final sign -offs, which are
provided to consultant including, but not limited to, final certificates of
occupancy.
5.3 Review project record drawings, operations and maintenance manuals, final
documentation, etc. for correctness and completeness. Oversee project
audits if needed.
6. Schedule:
Time is of the essence on Facilities Construction projects and schedules will be
developed by the Owner's Representative as individual projects are assigned.
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Exhibit B
COMPENSATION
Price
Total Fee: Click here to enter teat.
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Exhibit C
REQUIREMENTS FOR ALL INSURANCE DOCUMENTS
The Professional shall comply with each and every condition contained herein. The Professional shall provide and maintain
the minimum insurance coverage set forth below during the term of its agreement with the City. Any Subcontractor(s) hired
by the Professional shall maintain insurance coverage equal to that required of the Professional. It is the responsibility of
the Professional to assure compliance with this provision. The City of Schertz accepts no responsibility arising from the
conduct, or lack of conduct, of the Subcontractor.
INSTRUCTIONS FOR COMPLETION OF INSURANCE DOCUMENT
With reference to the foregoing insurance requirements, Professional shall specifically endorse applicable insurance policies
as follows:
I. The City of Schertz shall be named as an additional insured with respect to General Liability and Automobile
Liability on a separate endorsement.
2. A waiver of subrogation in favor of The City of Schertz shall be contained in the Workers Compensation and all
liability policies and must be provided on a separate endorsement.
3. All insurance policies shall be endorsed to the effect that The City of Schertz will receive at least thirty (30) days
written notice prior to cancellation or non - renewal of the insurance.
4. All insurance policies, which name The City of Schertz as an additional insured, must be endorsed to read as primary
and non - contributory coverage regardless of the application of other insurance.
5. Chapter 1811 of the Texas Insurance Code, Senate Bill 425 82(R) of 2011, states that the above endorsements
cannot be on the certificate of insurance. Separate endorsements must be provided for each of the above.
6. All insurance policies shall be endorsed to require the insurer to immediately notify The City of Schertz of any
material change in the insurance coverage.
7. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions.
8. Required limits may be satisfied by any combination of primary and umbrella liability insurances.
9. Professional may maintain reasonable and customary deductibles, subject to approval by The City of Schertz.
10. Insurance must be purchased from insurers having a minimum AmBest rating of B +.
11. All insurance must be written on forms filed with and approved by the Texas Department of Insurance. (ACORD
25 2010/05). Coverage must be written on an occurrence form.
12. Contractual Liability must be maintained covering the Professionals obligations contained in the contract.
Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall
contain provisions representing and warranting all endorsements and insurance coverages according to requirements
and instructions contained herein.
13. Upon request, Professional shall furnish The City of Schertz with certified copies of all insurance policies.
14. A valid certificate of insurance verifying each of the coverages required above shall be issued directly to the City
of Schertz within ten (10) business days after contract award and prior to starting any work by the successful
Professional's insurance agent of record or insurance company. Also, prior to the start of any work and at the same
time that the Certificate of Insurance is issued and sent to the City of Schertz, all required endorsements identified
in sections A, B, C and D, above shall be sent to the City of Schertz. The certificate of insurance and endorsements
shall be sent to:
City of Schertz emailed to: purchasiny_(&schertz.com
Purchasing Department Faxed to: 210 - 619 -1169
1400 Schertz Parkway
Schertz, TX 78154
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CERTIFICATE OF UABILITY INSURANC 0
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(Instructions for completing and submitting a certificate to the City of Schertz)
Complete the certificate of insurance with the information listed-below:
A) Certificate of Insurance date
B) Producer (Insurance Agency) Information — complete name, address, telephone information, & email address.
C) Insured's (Insurance Policy Holder) Information — complete name & address information
D) Insurer (name /names of insurance company) * *(Remember the city requires all insurance companies to be
Authorized to do business in the State of Texas be rated by A.M. Best with a rating of B+ (or better) Class VI (or
higher) or otherwise be acceptable to the City if not rated by A.M. Best)
E) NAIC # (National Association of Insurance Commissioners, a # that is assigned by the State to all insurance
companies)
F) Insurer letter represents which insurance company provides which type of coverage from D
G) General Liability Insurance Policy — must have an (x) in box. Also, "Occurrence" type policy — must have an (x) in
the box (occurrence policy preferred but claims made policy can be accepted with special approval)
H) This section shall be filled in with "Y" for yes under Additional Insured for all coverages, except for Professional
Liability and Workers' Compensation. There shall also be a "Y" for yes under all coverages for subrogation waived.
I) Automobile Liability Insurance — must be checked for Any Auto, All Owned Autos, Hired Autos
J) Umbrella Coverage — must be checked in this section and by occurrence whenever it is required by written contract
and in accordance with the contract value.
K) Worker's Compensation and Employers Liability Insurance — information must be completed in this section of the
certificate of insurance form (if applicable).
L) Builder's Risk Policy — for construction projects as designated by the City of Schertz.
Professional Liability Coverage — for professional services if required by the City of Schertz.
M) Insurance Policy #'s
N) Insurance policy effective dates (always check for current dates)
O) Insurance Policy limits (See Insurance Requirements Checklist)
P) This section is to list projects, dates of projects, or location of project. Endorsements to the insurance policy(ies)
must be provided separately and not in this section. The following endorsements are required by the City of Schertz.
(1) Adding the City of Schertz as an additional insured. The "additional insured" endorsement is not required for
professional liability and workers compensation insurance; and
(2) Waiver of Subrogation
(3) Primary and Non - Contributory
(4) Cancellation Notice
Q) City of Schertz's name and address information must be listed in this section
R) Notice of cancellation, non - renewal, or material change to the insurance policy(ies) must be provided to the City of
Schertz in accordance with a cancellation notice endorsement to the policy and /or per the policy provisions based
on the endorsement adding the city as an additional insured. (Sec. 1811.155, Tex. Ins. Code)
S) The certificate must be signed by the Authorized Agent in this section of the certificate form.
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Exhibit D
EVIDENCE OF INSURANCE
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