2011-R-45 Professional Services Agreement Larry DublinRESOLUTION NO. 11-R-AS
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A PROFESSIONAL SERVICES
AGREEMENT WITH LARRY DUBLIN, AND OTHER MATTERS IN
CONNECTION THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City"} has determined that the City
requires professional services relating to interim engineering services far the City; and
WHEREAS, City staff has detei•~nined that Larry Du61in is uniquely qualified to provide
such services for the City; and
WHEREAS, pursuant to Section 252.022(a)(4}, the City is not required to seek bids or
proposals with respect to a procurement for personal, professional, or planning purposes; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with Larry Dublin pursuant to the Professional Services Agreement 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 Larry Dublin 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 ar 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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 offcially 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.
soaaassi.~
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 27`h day of Septennber, 2011.
_ CITY RT TEXAS
1
Mayor
ATTEST:
City Secretary
(CITY SEAL)
50442581.1
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT
so~azssi.i A-1
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (this "Agreement"), effective as of October 1,
2011, is between the City of Schertz, Texas (the "City") and Larry Dublin, an individual licensed
professional engineer (the "Contractor"),
WHEREAS, the City desires that the Contractor provide engineering consulting services;
WHEREAS, the City and the Contractor have determined to enter into this Agreement
relating to the provision of engineering consulting services and to set out the terms, rights, duties,
and responsibilities of the City and the Contractor with respect thereto;
NOW, THEREFORE, in consideration of the foregoing and the agreements contained
herein, the City and the Contractor agree as follows:
Section 1.1. Services to he Provided b the Contractor.
(a) The Contractor is hereby appointed as, and shall take the official oath of
office to act as, the City's Deputy City Engineer. The Contractor will perform engineering
consulting services for the City relating to the City's construction and engineering activities,
including, but not limited to, the following tasks: review and recommend revisions and
modifications to the City's engineering and construction practices and procedures; develop
protocols for coordinating engineering department activities with public works, planning, parks
and recreation, and economic development department activities fox the City; outline suggested
engineering department strategies for anticipated short-term (3-5 years) and mid-term (5-10
years} City growth; and approve plans and plats and undertake additional project-specific
engineering tasks from time to time as delegated to the Contractor by the designated primary
City Engineer.
(b) The Contractor's Services hereunder will primarily be rendered at the
City's Public Works Department located at 10 Commercial Place, Schertz, Texas 781 S~1 and the
City's administrative offices located at 1400 Schertz Parkway, Schertz, Texas 78151.
(c) The City and the Contractor agree that the Contractor is an independent
contractor and, while he shall be an appointed officer of the City, he shall not be an agent or
employee of the City, and the Contractor shall not be under the general direction, control, or
supervision of the City except to the extent that the City may be required by law to exercise
certain supervision over services provided for the City. The City will not impose duties or
constraints of any kind on the Contractor that would make the Contractor an employee or agent
of the City. The City and the Contractor agree that their relationship arising from this
Agreement does not constitute a general agency, joint venture, partnership, employment
relationship, or franchise between them,
(d) The Contractor acknowledges that he will control the conduct and means
of performing the services required under this Agreement. The Contractor will provide all of the
services himself or will utilize his own employees or his own independent contractors. The
Contractor agrees to adhere to all appropriate professional standards, including the maintenance
50443658.2 1
of all licenses and permits required by law for any of the services to be performed by him, and to
complete all work in a timely manner.
(e) The Contractor shall be solely responsible (i} far all wages and benefits
and contractual payments owing to his employees and independent contractors, if any, (ii) for all
withholding and all other obligations with respect to all federal or state taxes relating to such
persons and to himself, and (iii} compliance with all federal, state, and local laws resulting from
his legal relationship with such persons, if any. The Contractor agrees that the City will have no
responsibility or obligation for or with respect to any such matters.
(f) The Contractor warrants that he will provide all required workers
compensation coverage to all persons employed by him in delivering the services.
Section 1.2. Cit..~~~ations. John Bierschwale shall be the Contractor's primacy
contact with the City.
Section 1.3. Compensation, In consideration of the services provided by the
Contractor, the City will pay the Contractor Fifty and No/100 Dollars {$50.00} per hour. It is
anticipated that the Contractor will work up to a total of approximately forth (40) hours per
calendar week, but the Contractor may vary the anticipated weekly time as he feels appropriate,
while accomplishing the tasks described in Section 1.1(a}. Payments shall be made within five
(5) business days of the date that Contractor invoices the City for his services hereunder. The
Contractor will not be eligible to receive any City benefits, and the City will not be responsible
for any tax withholding for the Contractor.
Section 1.4. Term. This Agreement shall be for a term commencing October 1, 2411
and continuing tlu•ough no later than December 31, 2011. This Agreement may be terminated by
either party with thirty (30} days written notice to the other party.
Section 1.5, Approvals or ,Consents. Whenever this Agreement requires or permits
approvals or consents to be hereafter given by any party hereto, such parties agree that such
approval or consent shall not be uru•easonably withheld. Such approval or consent shall be given
in writing and shall be effective without regard to whether given before the time required herein.
Section 1.6. Implied Waiver. The failure of either party hereto to insist, in any one or
more instances, upon performance of any of the terms, covenants, or conditions of this
Agreement shall not be construed as a waiver of relinquishment of the future performance of any
such term, covenant or condition by the other party hereto, but the obligation of such other party
with respect to such future performance shall continue in full force and effect.
Section 1.7. Notice. Any notices contemplated under this Agreement shall be deemed
effectively given when personally delivered or received through United States certified mail
posted to the noticed party at its address set forth below or the last-known post office address,
unless other addresses have been designated by written notice:
50943658.2 2
If to the City: City of Schertz, Texas
1400 Schertz Parkway
Schertz, TX 78154
Attn: John Kessel
with a copy ta: Fulbright & Jaworski L.L.P.
300 Convent Street, Suite 2200
San Antonio, TX 78205
Attn: Michael Spain
If to Contractor: Larry Dublin
541 Ginsberg
Schertz, TX 78154
Section 1.8. Severability. The provisions of this Agreement are severable, and if any
word, phrase, clause, sentence, paragraph, section or other part of this Agreement ar the
application thereof to any person or circumstance shall ever be held by any court of competent
jurisdiction to be invalid or unconstitutional far any reason, the remainder of this Agreement and
the application of such work, phrase, clause, sentence, paragraph, section or other part of this
Agreement to the other persons or circumstances shall not be affected thereby.
Section 1.9. Merger. This Agreement constitutes the entire agreement between the
parties relative to the subject matter hereof. There have been and are no agreements, covenants,
representations, or warranties between the parties as to the subject matter hereof other than those
expressly stated or provided for herein,
Section 1.10. Cooperation. Each party hereby agrees that it will take alI actions and
execute all documents necessary to fully cant' out the pwpase and intent of this Agreement.
Section 1.11. Governin Law and Venue. This Agreement is governed by the laws of
the State of Texas, and the parties agree that venue shall be in the courts of Guadalupe County,
Texas.
Section 1.12. Counterparts, This Agreement may be executed in multiple counterparts
but will be considered as a single instrument when it has been finally executed by all of the
panics.
[The remainder of this page intentionally lef blank.]
50443658.2 3
IN WITNESS WHEREOF, the undersigned have entered into this Professional Services
Agreement, effective as of the date first above written.
CITY OF SCHERTZ, TEXAS
By:
C y Manager
LARRY DUBLIN
50443558.2 4
In the name and by the authority of
The State of Texas
BATH OF OFFICE
I Larry Dublin, do solemnly swear (or affirm), that I will faithfully execute
the duties of De ut Cit En ineer Cit of Schertz, and will to the best of
my ability preserve, protect, and defend the Constitution and laws of the
United States and of this State, so help me God.
Affiant
SWORN TO and subscribed before me by affiant on the 28th day of
September 2411.
Signature of Person Administering Oath
~saaq ]~ {''e ~.
Print d Name
~es2
Title
Form #2204