13-R-34 - 4th Amendment Engineering Services Ford EngineeringRESOLUTION NO. 13-R-34
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A FOURTH AMENDMENT TO A
PROFESSIONAL SERVICES AGREEMENT WITH FORD
ENGINEERING, INC., AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City") has determined that the City
requires a fourth amendment to the existing professional services agreement with Ford
Engineering, Inc. relating to engineering services for the City; and
WHEREAS, City staff has detei7nined that Ford Engineering, Inc. is uniquely qualifed 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 pLUposes; and
WHEREAS, the City Council has detei7nined that it is in the best interest of the City to
contract with Ford Engineering, Inc. pursuant to the Fourth Amendment to Agreement for
Engineering Services attached hereto as Exhibit A (the "Agreement").
THAT:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with Ford Engineering Inc. in substantially the form set forth on Exhibit
A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. AlI 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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 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 requixed 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 23rd day of April , 2013.
CITY SCHE EXAS
Mayor, Michael R. Carpenter
ATTEST:
o~~. m
Brenda Dennis, City Secretary
(CITY SEAL)
50506887.1
EXHIBIT A
FOURTH AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES
sasasss~.~ A-1
FOURTH AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES
This Fourth Amendment to Agreement for Engineering Services (this "Amendment") is dated April 30,
2013 (the "Effective Date") and is entered into by the City of Schertz, hereinafter called "CITY", and Ford
Engineering, Inc., hereinafter called "FORD", and amends the Agreement for Engineering Services dated
February 9, 2010, as fhe same was amended by the First Amendment to Agreement far Engineering
Services dated October 1, 2011 and by the Second Amendment for Engineering Services dated April 1,
2012 and by the Third Amendment for Engineering Services dated October 30, 2012 (collectively, the
"Original Agreement") between CITY and FORD.
1. TERM OF AMENDMENT
1.1 This Amendment shall remain in effect from April 30, 2013 to the earlier of October 30, 2013, or
the appointment by the City Manager afi CITY of a new designated City Engineer.
II. SCOPE OF SERVICES
2.1 In addition to FORD's obligations and rights under the Original Agreement as further described in
Section 7.1, FORD agrees to undertake the following additional duties and to provide the
following additional services during the term of this Amendmen#:
2.1.1 Ed Ford, CEO of FORD, shall serve as interim City Engineer, fn such capacity, he, or the
principal day-to-day contact at FORD, shall sign plans and plats on behalf of the CITY,
advise and make recommendations to City management and staff regarding
development issues, attend meetings of and advise as necessary, City Commissions
including but not limited to Development Services, Planning and Zoning, Transportation
Safety Advisory Commission, Economic Development Commission, and provide
engineering analysis and recommendations to staff and management when requested.
He may in writing delegate some or all of such duties to Larry Busch Jr., who is the
Assistant City Engineer. Ed Ford shall not act as the City Engineer as contemplated in
the Original Agreement or in the two similar agreements between CITY and Professional
Engineering Design Group and Vickery ~ Associates, respectively; tarry Busch Jr., in
consultation with the City Manager or his designee, shall perform the City Engineer's
obligations as described in such agreements.
2.1.2 Mark Hill of FORD shall be the principal day-to-day contact at FORD for the services to
be provided by FORD to CITY under this Amendment.
III. COMPENSATION FOR AMENDMENT SERVICES
3.1 CITY shall compensate FORD for its services in accordance with the Rate Schedule included as
Attachment i. FORD shall invoice CITY on a biweekly basis for its services and out-of-pocket
expenses hereunder, providing all necessary supporting documentation, and CITY shall pay such
invoices within ten (10) working days of receipt.
IV. COORDINATION WITH CITY
4.1 FORD representatives shall hold regular conferences with the City Manager or his designated
representatives to coordinate the services to be provided by FORD hereunder. To assist FORD in
this coordination, CITY shall make available for FORD's use all existing plans, maps, statistics,
computations and other data in its possession relative to existing facilities and to a particular
project, at no cost to FORD. However, any and all such information shall remain the property of
CITY and shall be returned by FORD upon termination or completion of fhe Project or if instructed
to do so by the City Manager.
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V. TERMINATION
5.1 This Amendment may be terminated by either party by ten (10) days' written notice to the other
party. Termination of this Amendment shall not affect the Original Agreement.
VI. INDEMNIFICATION
6.i FORD, WWOSE WORK PRODUCT AND SERVICES ARE THE SUBJECT OF THIS
AMENDMENT, AGREES TO INDEMNIFY AND HOLD CITY, ITS ELECTED OFFICIALS,
OFFICERS, AGENTS AND EMPLOYEES HARMi_E5S AGAINST ANY AND ALL CLAIMS BY
THIRD PARTIES, LAWSUITS, JUDGMENTS, COSTS, LIENS, LOSSES, EXPENSES, FEES
(INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS OF DEFENSE),
PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF
ANY KIND AND NATURE, INCI_UD1NG BUT NOT LIMITED TO, PERSONAL INJURY
(INCLUDING DEATH), PROPERTY DAMAGE, OR OTHER HARM. FOR WHICH RECOVERY
OF DAMAGES 15 SOUGHT THAT MAY ARISE OUT OF OR BE OCCASIONED OR CAUSED
BY A NEGLIGENT ACT, ERROR, OR OMISSION OF OR BY FORD, ANY AGENT, OFFICER,
ENGINEER, REPRESENTATIVE, EMPLOYEE OF FORD OR SUBCONSULTANT OF FORD,
AND THEIR RESPECTIVE OFFICERS, AG>=NTS, EMPLOYEES,- ENGINEERS AND
REPRESENTATIVES WHILE IN THE EXERCISE OF PERFORMANCE OF THE SERVICES,
RIGHTS OR DUTIES UNDER THIS AMENDMENT. THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE
NEGLIGENCE OF CITY, ITS OFFICERS OR EMPLOYEES, IN INSTANCES WHERE SUCH
NEGLIGENCE CAUSES PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE. IN THE
EVENT FORD AND CITY ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT
JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE
WITH THE LAWS .OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAt_ IMMUNITY AVAILABLE TO CITY UNDER TEXAS LAW AND WITHOUT
WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW.
6.2 FORD shall advise CITY in writing within 24 hours of any claim or demand against CITY or
FORD, known to FORD, related to or arising out of FORD's acfivi#ies under this Amendment.
6.3 The provisions of this Article are solely for the benefit of the parties hereto and not intended to
create or grant any rights, contractual or otherwise, to any other person or entity.
VII. ORIGINAL AGREEMENT
7.1 The Obligations of CITY and FORD under this Amendment shall not affect CITY's or FORD's
obligations under the Original Agreement except to the.exten# explicitly set forth herein.
VIII. SEVERABILITY
8.1 if for any reason, any one ar more paragraphs of this Amendment are held. invalid or
unenforceable, such invalidity ar unenforceability shall not affect, impair or invalidate the
remaining paragraphs of this Amendment but shall be confined in ifs effect to the specific section,
sentences, clauses or parts of this Amendment held invalid or unenforceable, and the invalidity or
unenforceability of any section, sentence, clause ar parts of this Amendment in any one or more
instance shall not affect or prejudice in any way the validi#y of this Amendment in any other
instance.
IX. ENTIRE AGREEMENT
9.1 This Amendment, together with Attachment 1 and the Original Agreement, represents the entire
and integrated agreement between CITY and FORD and supersedes all prior negotiations,
5D5D6890.1 _Z_
representations, or agreements, either oral or written. This Amendment may be amended only by
written instrument signed by both CITY and FORD.
X. VENUE
10.1 The obligations ofi the parties to this Amendment shall be performable in the Ci#y of Scher#z,
which is located in Bexar, Comal, and Guadalupe Counfies, Texas, and if legal action, such as
civil litigation, is necessary in connection therewith, exclusive venue shall lie in Guadalupe
County, Texas.
XI. NOTICES
11.1 Except as may be provided elsewhere herein, all notices, communications, and reports required
or permitted under this Amendment shat! be personally delivered or mailed to the respective party
by depositing the same in the United States Postal Service addressed to the applicable address
shown below, unless and until either party is otherwise notified in writing by the other party of a
change of such address. Mailed notices shall be deemed communicated as of five {5) calendar
days of mailing. Notices provided via E-MAIL shall be deemed communicated as of the next
business day after the notice is sent.
if intended for CITY, to: City of Schertz,
1400 Scher#z Parkway
Schertz, Texas 789 54
Attention: City Manager
If intended for FORD, to: Ford Engineering, Inc.
10927 Wye Street, Suite 104
San Antonio, TX 78217-2642
Attention: Ed Ford
XII. INDEPENDENT CONTRACTOR
12.1 In performing services under this Amendment, FORD is acting in an independent contractor
relationship with the CITY. By the eXecution ofi this Amendment, FORD and CITY do not change
the independent contractor status of FORD. FORD shalt exercise independent judgmen# in
performing its duties and obligations under this Amendment and is solely responsible for setting
working hours, scheduling or prioritizing the work flow and determining how the services
described in Section 2.1.3 and Attachment 1 are to be pertormed. No term or provision of this
Amendment or act of FORD in the performance of this Amendment shall be construed as making
FORD the agent, servant or employee of CITY, or as making FORD or any of its agents or
employees eligible for any fringe beneFts, such as retirement, insurance and worker's
compensation, which CITY provides to or for its employees.
50506690.1 _3_
IN WITNESS WHEREOF, the parties to this Amendment hereby execute this Amendment effective as of
the Effective Date.
CITY OF SCHERTZ
By:
C. Kessei, City Manager
FORD ENGINEERING, INC.
r
By
Ford, CEO
50506830.'f g_~
ATTACHMENT 1
SCOPE OF SERVICES
Princig~s, P_E- $1~5_flfl
Sr_ Ei~gine~s, P_E. ~1~5_fl(~
Fa~gin~ers, P.E $135.flf}
gii~tsrr in Tra~~~g (E1-T-) - ~ 85_fl[l
I]~i~n Tech $ &S.OQ
~~I]I? Te~ucia~ I $ S~.OC~
ADD TeeJituc~is II $ X5.(][7
~.4Df? Tecluuci~ iII $ ~S.Q~
~~efiical St~.ff ~ SO.flO
1~~sf~reciPres~ess~nnal L~€~ Seyor, (RF_L-~-) 11.(}0
S~~e, Tciar~l~.~DD $ 8fl.flfl
Otle-P~rscrn- ~tiuv~y Caw $1172.4}fl
T~~To-F~san u~ey ~ $10.40
T~.ire~Pgn ~tu~rcy ~~ $140A0
~~~~r Pe~ss~ uivey G~~ ~ 1 ~Q:04
I~einibursa~#.es b~~ at cast plus f S%
50506890.1 Attachment i, Page i