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On Call Engineering Service Professional Services AgreementAttachment A CITY OF SCHERTZ ON CALL ENGINEERING SERVICES AGREEMENT THE STATE OF TEXAS § GUADALUPE COUNTY § This On Call Engineering Services Agreement ( "Agreement ") is made and entered by and between the City of Schertz, Texas, (the "City ") a Texas municipality, and ( "Professional "). Section 1. Duration. This Agreement shall become effective upon the date executed below and shall remain in effect for a period of three years from its execution unless terminated as provided for herein. This Agreement may be extended if approved by the City Council for a period of one year. A maximum of two extensions may be made. This Agreement shall remain in force automatically beyond the effective term for a period which may reasonably be required for the satisfactory completion of a project which is already underway at the time of term expiration unless otherwise terminated as provided for herein. Section 2. Scope of Work. (A) In consideration of the Professional's three year authority to provide the Services provided for herein, and other consideration the sufficiency and receipt of which is hereby acknowledged, the Professional shall provide on -call engineering services to the City for purposes of general consulting, design, bid, and construction phase services the City of Schertz to include: 1. Water Transmission and distribution 2. Wastewater collection and conveyance 3. Streets, drainage and site work Projects for which services will be needed may include new infrastructure, miscellaneous improvements, modifications, and upgrades to existing facilities, which will require a Scope of Services to be provided by a qualified consultant(s) or consulting firm(s) or team. (B) The Professional shall provide plans, technical specifications, bid and construction phase support, and other related services, as requested, not limited to: 1. General Service including presentations at meetings and other Professional services as requested. On Call Engineering Service Professional Services Agreement _Schertz_02282014_(cez)_Final Page 1 2. Design services including field surveys, testing, design concepts. providing probable construction costs, document progress intervals, provide detailed plans and specifications, and other related services to design the project and prepare it to bid. 3. Prepare documents for, and coordinate with other utilities and associated local, state, and federal agencies (including TCEQ, EPA, TxDOT, ACOE, etc.) as required for the approval of all necessary permits. 4. During construction phase, provide construction stakes as requested, prepare change orders, specifications and documentation, make recommendations on Contractor change order requests, attend progress meetings and monitor construction schedule, provide observation and owner representation during construction, review and process all submittals, recommend substantial completion of the project, prepare record drawings, perform final inspection and report on final completion of the project. The provisions of Service required shall be referred to herein as the "Scope of Work ". (C) The quality of Services provided under this Agreement shall be of the level of professional quality performed by Professionals regularly rendering this type of service. (D) 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. (E) The Professional may rely upon the accuracy of reports and surveys provided 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. (F) The Professional shall be required to execute a project contract in substantially the same for as the attached "Exhibit A" for each assigned Scope of Services project. Section 3. Compensation. The Professional shall be compensated pursuant to the agreed upon fee schedule which shall be attachment "B" to this Agreement. Section 4. Time of Completion. The prompt completion of the services relating to any Scope of Work is critical to the City. Unnecessary delays in providing services under the 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 On Call Engineering service Professional Services Agreement _Schertz_02282014_(cez)_Final Page 2 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 5. Additional 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. (B) 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. (C) 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. (D) 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 take the value of such consideration as a credit against the compensation otherwise owing to Professional under or pursuant to this Agreement. (E) 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 On Call Engineering Service Professional Services Agreement _Schertz_02282014_(cez)_Final Page 3 contract time only and shall not dictate Agreement terms. Section 6. Termination. (A) This Agreement may be terminated: (1) By the mutual agreement and consent of both Professional and City; (2) 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; (3) By the City, at will and without cause upon not less than thirty (30) days written notice to the Professional. Section 7. 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 underthe 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 8. 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. On Call Engineering Service Professional Services Agreement _Schertz_02282014_(cez)_Final Page 4 Section 9. No Assignment. Neither party shall have the right to assign that party's interest in this Agreement without the prior written consent of the other party. Section 10. Severabilitv. 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 11. 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 12. Governina 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 13. Paraoraah Headinas: 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 14. Bindina 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 15. 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. On Call Engineering Service Professional Services Agreement _Scheriz_02282014_(cez)_Final Page 5 Section 16. 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 17. 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 Agreement cannot be changed or terminated orally. Section 18. 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. EXECUTED on this the day of CITY: By: Name: John C. Kessel Title: City Manager ADDRESS FOR NOTICE: CITY City of Schertz Attn: John C. Kessel, City Manager 1400 Schertz Parkway Schertz, Texas 78154 with a copy to: City Attorney City of Schertz, Texas Attn: Charles E. Zech 2517 N. Main Avenue San Antonio, Texas 78212 , 2014 CONTRACTOR: By: Name: Title: CONTRACTOR On Call Engineering Service Professional Services Agreement _Schertz_02282014_(cez)_Final Page 6