18-R-61 - Agreement for additional professional services with Jackson A&E Inc related to design/build project for Playscape restroom projectRESOLUTION NO. 18 -R -61
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AGREEMENT FOR
ADDITIONAL PROFESSIONAL SERVICES WITH JACKSON A &E
ASSOCIATES, INC. RELATED TO THE DESIGN/BUILD PROJECT FOR
THE CONSTRUCTION OF THE SCHERTZ PLAYSCAPE RESTROOM
PROJECT, AND OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City ") has determined that the City
requires additional professional services relating to monitoring and managing the Playscape
Restroom Project on behalf of the City; and
WHEREAS, City staff has determined that Jackson A &E Associates, Inc. is uniquely
qualified to provide such services for the City; and
WHEREAS, pursuant to Section 252.022(a)(4) of the Texas Local Government Code, 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
execute a contract with Jackson A &E Associates, Inc., pursuant to the Professional Services
Agreement attached hereto as Exhibit A (the "Agreement "), related to monitoring and managing
the Playscape Restroom Project.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. Section 1. The City Council hereby authorizes the Acting City
Manager to execute and deliver the Agreement with Jackson A &E Associates, Inc., in
substantially the form set forth on Exhibit A, totaling no more than $17,500, plus other
applicable reimbursable expenses in accordance with the attached agreement.
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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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 22nd day of May, 2018.
CITY OF SCHERTZ, TEXAS
Mayor; Michael R. Carpenter
ATTEST:
Brenda Dennis, City Secretary
(CITY SEAL)
EXHIBIT A
JACKSON A&E ASSOCIATES, INC. PROFESSIONAL SERVICES AGREEMENT
A -1
JACKSON
JACKSON A &E ASSOCIATES, INC.
" Architectural and Engineering Consulting 2204 Grayson Road McKinney, Texas 75070 214 - 673 -7557 www.jacksonae.com
ASSOCIATES
April 5, 2018
Mr. Brian James
Interim City Manager
City of Schertz, Texas
1400 Schertz Parkway
Building 2
Schertz, Texas 78154
RE: Proposal for Owner's Representative Services
Dear Mr. James:
Jackson A &E Associates, Inc. (JA &E) is pleased to submit this Proposal to perform
Owner's Representative Services for the City of Schertz, Texas. We appreciate the
opportunity to provide our professional services and look forward to working with the
City of Schertz staff.
Presented below is our understanding of the proposed projects and the proposed scope
of services, as well as, information about the potential project schedule, fee structure,
terms and conditions and authorization documents.
111011 ltftd I 111 ;: •1 1TI tlomil
The project consists of the provision of Owner's Representative Services for tasks as
directed by the City of Schertz (City), Texas to assist in the Design /Build project for the
construction of the Schertz Park Restroom Building on the site of the Playscape.
The City will provide all information available regarding the project, project site and
surrounding utilities, including any details regarding road and infrastructure
improvements necessary.
The Total Scope of Services for Owner's Representation Services for the above project
is proposed to follow thru until the completion of the project or twelve months
beginning on the acceptance of this Proposal.
JACKSON
City of Schertz, Texas - JA &E Proposal April 5, 2018
A-E Restroom Building - Schertz, Texas Page 2 of 10
ASSOCIATES
The following items are excluded from the Scope of Services:
® Post construction control and administration.
• Facilitation of formal partnering with the entire project team throughout the
project.
• Coordination of any required formal dispute resolution in concert with City
Attorney.
• Participation in the development and implementation of a project commissioning
plan.
• Move management.
Additional services for this project may be added to the Scope of Services by written
scope and an Agreement Amendment.
Jackson A &E Associates, Inc. can begin work on this project upon receipt of your
written acceptance of this proposal and understands that the desired time frame for
project initiation is immediate. The total time frame anticipated to perform all phases of
the Scope of Services is anticipated not to exceed 160 calendar days. A secure office
space and facility access will be provided by the City for JA &E's use and storage of
project plans and documentation.
[a] 0YAW14:4VA Lai
The fee for JA &E's professional services on the Projects as described in this proposal is
based upon the information provided for the project, the Scope of Services only, the
time frame anticipated, the referenced terms and conditions, and is $3,500.00 per
month or portion thereof which does not include direct expenses. Travel to and from
Schertz, lodging, automobile rental, meals and parking costs shall be reimbursed at the
actual costs without markup. Reasonable telephone, postage and copying expenses are
included. One color paper copy and one electronic copy (in PDF format) of all
correspondence and reports are included. Other reimbursable expenses or direct costs
attributable to the project required will be billed in addition to these with no markup.
Professional Liability Insurance cost shall be billed at the actual cost plus ten percent.
JACKSON
City of Schertz, Texas - JA &E Proposal April 5, 2018
Restroom Building - Schertz, Texas Page 3 of 10
ASSOCIATES
Any additional professional services required beyond this scope will be billed at the rate
of $175.00 per hour. Professional services related to legal proceedings shall be billed at
one and one -half times the scheduled rate.
City agrees to pay JA &E's invoice upon receipt. If payment is not received within 30
days from the City's receipt of JA &E's invoice which is considered past due, City agrees
to pay a service charge on the past due amount at the greater of 1% per month or the
allowable legal rate, including reasonable attorney's fees and expenses if collected
through an attorney. After five days prior notice to City, JA &E may suspend services
until paid on any project where payment of invoiced amounts not reasonably in dispute
is not received by JA &E within 45 days of City's receipt of JA &E's invoice. City receipt
of invoice will be presumed one day after hand or electronic delivery.
SUMMARY
Jackson A &E Associates, Inc. understands your need for Owner's Representative
Services and is committed to providing you responsive, effective and timely consulting
services on this project.
To authorize this proposal, please return one signed copy of the Contract for our files.
This proposal, with the attached Terms and Conditions, will constitute the agreement for
this project
Respectfully submitted,
Jackson A &E Associates, Inc.
Philip R Gaudreau, Assoc AIA, CSI
Managing Principal
City of Schertz, Texas
Brian James, Interim City Manager
JACKSON
ASSOCIATES
City of Schertz, Texas - JA &E Proposal
Restroom Building - Schertz, Texas
APPERDIX
SCOPE OF SERVICES
During the professional services procurement, we will:
April 5, 2018
Page 4 of 10
A. Participate in discussions with representatives of the City of Schertz to refine
the scope of the project.
B. Meet with the City selected Design /Build firm and the City User Group as
needed.
C. The need for specialty consultants will be evaluated for issues such as
geotechnical engineers, Materials Testing Laboratories as needed.
During the documentation preparation phase, we will:
A. Conduct periodic meetings of the entire project team to address project
status, issues and concerns.
B. Review and analyze the drawings, budgets, meeting minutes and other
descriptive material produced.
C. Review geotechnical,and environmental reports and advise the City on issues,
potential effects and risks to the project.
D. Review information produced applicable to local, state and federal codes and
regulations, including zoning, energy, handicap access, storm -water runoff,
and others which typically cause impact for projects of the nature anticipated.
During the construction observation phase, we will:
A. Make scheduled site review visits to the Project and such additional site
review visits, as directed by City, to observe the quality of workmanship,
substantiation of costs in place and the adequacy of balances complete, and
JACKSON
n 'b
ASSOCIATES
City of Schertz, Texas - JAM Proposal
April 5, 2018
Restroom Building - Schertz, Texas Page 5 of 10
the status of construction completion.
B. Review and provide additional information for construction reports submitted
to those interested parties that includes information concerning the
description of obvious conflicts, deficiencies and omissions between the
construction observed in place and the contract documents. In addition,
outstanding defects or deviations noted in previous construction reports will
be described noting the correction or resolution, if any.
C. Report on the progress of the construction to date in relation to the
Design /Build firm's projected construction schedule, noting concerns or issues
with sequencing or completion timing.
D. Review existing and ongoing soils, concrete and other testing results (as
prepared by others) for compliance with specification requirements and
describe the effect, if any, upon the use of the structure in the event of a
deficiency.
E. Notify the City of unsatisfactory work or plan deviations observed, and
review and report on corrective action taken.
F. Review the construction progress to date to determine that the work has
been generally accomplished in a good and workmanlike manner and is in
general accordance with the intent of the contract documents.
G. Provide quality, labeled, color or digital photographs, if desired, within the
Construction Report(s) to more explicitly relate to the observations described.
H. Review monthly reports and draw requests, as well as proposed changes in
order to provide opinion to City as to the appropriateness of the progress
and request for funds with respect to percent complete of work items.
I. Review safety programs developed by the Design /Build firm for the
contractors and subcontractors and note any deficiencies in the
implementation of such programs.
During the contract closeout phase and upon substantial completion of the
Project, we will:
A. Assist in the creation of the City's punch list.
B. Review the Architect's punch list identifying the remaining items necessary for
correction and completion of Contractor's work and evaluate whether said list
JACKSON
City of Schertz, Texas - JA &E Proposal April 5, 2018
'> R'> estroom Building - Schertz, Texas Page 6 of 10
l
ASSOCIATES
is complete and correct based on previous monthly observation, and see to
the timely completion and resolution of such items on the punch list.
JACKSOyN
ASSOCIATES
City of Schertz, Texas — JA &E Proposal
April 5, 2018
Restroom Building — Schertz, Texas Page 7 of 10
JA &E TERMS AND CONDITIONS
Jackson A &E Associates, Inc. (JA &E) is pleased to provide the services described in the foregoing proposal. The
purpose of this document is to obtain your authorization for the work requested and the terms and conditions
under which these services are provided as shown on this document. Compensation for services rendered will be
based on the attached rate schedule (or as otherwise indicated in the proposal) which is a part of this work
authorization.
1. SERVICES. Jackson A &E Associates, Inc., through and by its officers, employees, and subcontractors,
(hereinafter JA &E) is an independent consultant and agrees to provide Client, for its sole benefit and exclusive
use, consulting services set forth in our proposal. No third party beneficiaries are intended by this Agreement.
2. PAYMENT TERMS. Client agrees to pay JA &E's invoice upon receipt. If payment is not received within 30
days from the Client's receipt of JA &E's invoice which is considered past due, Client agrees to pay a service
charge on the past due amount at the greater of 1% per month or the allowable legal rate.. After five days
prior notice to Client, JA &E may suspend services until paid on any project where payment of invoiced amounts
not reasonably in dispute is not received by JA &E within 45 days of Client's receipt of JA &E's invoice. Client
receipt of invoice will be presumed one day after hand or email delivery by JA &E. Time is of the essence of
this provision.
Either party may terminate this Agreement without cause upon 30 days prior written notice. This Agreement
will terminate automatically upon the insolvency of the Client. In the event Client requests termination prior to
completion of proposed services, Client agrees to pay JA &E for all reasonable charges incurred to date and
associated with termination of the work.
3. STANDARD OF CARE. JA &E will perform its services using that degree of care and skill ordinarily exercised
under similar conditions by reputable members of JA &E's profession practicing in the same or similar locality at
the time of service. No other warranty, express or implied, is made or intended by our proposal or by our oral
or written reports.
4. INSURANCE. JA &E maintains insurance coverage as follows:
Automobile Liability Insurance above the Texas minimum.
S. PROFESSIONAL LIABILITY. JA &E does not carry Professional Liability Insurance. For additional
consideration from JA &E of $1.00, receipt of which is hereby acknowledged, Client agrees that
JA &E's liability, and that of its officers, directors, employees, agents and subcontractors, to
Client or any third party due to any negligent professional acts, errors or omissions or breach
of contract by JA &E will be limited to an aggregate of $10,000.00. If Client requires JA &E to have
professional liability, JA &E agrees to try to acquire such insurance up to a maximum of $1,000,000, upon
Client's written request at the time of accepting our proposal, provided Client agrees to pay an additional
consideration of ten percent of JA &E's total costs. This limitation shall not apply to the extent prohibited by
law.
6. EXTENSION OF PROTECTION. Client agrees that any all limitations of JA &E's liability and indemnifications
by the Client to JA &E shall include and extend to those individuals and entities JA &E retains for performance
of the services under this Agreement, including but not limited to JA &E's officers, partners and employees and
their heirs and assigns, as well as JA &E's subconsultants and their officers, employees, heirs and assigns.
CORPORATE PROTECTION. It is intended by the parties to this Agreement that JA &E's services shall not
subject JA &E's individual employees, officers, directors, managers or partners to any personal legal exposure
for the risks associated with the services. Therefore, and notwithstanding anything to the contrary herein,
Client agrees that as the Client's sole and exclusive remedy, any claim, demand or suit shall be directed and /or
asserted only against JA &E, a Texas Corporation, and not against any of JA &E's individual employees officers,
directors, managers or partners.
JACKSON
(, City of Schertz, Texas — JA &E Proposal April 5, 2018
Restroom Building — Schertz, Texas Page 8 of 10
ASSOCIATES
8. SITE OPERATIONS. Client will arrange for right -of -entry to the property for the purpose of performing
project management, studies, tests and evaluations pursuant to:4he agreed services. Client represents that it
possesses necessary permits and licenses required for its activities at the site.
JA &E is not responsible for any damage or loss due to undisclosed or unknown surface or subsurface
conditions owned by Client or third parties, except to the extent such damage or loss is a result of JA &E's
negligence. Otherwise, Client agrees for the additional consideration of $1.00, receipt of which is hereby
acknowledged, to the extent permitted by law, to indemnify JA &E, its officers, directors, employees, agents and
subcontractors, from any such claim, suits or losses, including related reasonable attorney's fees.
JA &E will take reasonable precautions to minimize damage to the property caused by our operations. Unless
otherwise stated in JA &E's proposal, our charges do not include cost of restoration due to any related damage
which may result. If Client requests JA &E to repair such damage, JA &E will do so at an appropriate additional
cost.
9. FIELD REPRESENTATIVE. The presence of JA &E's or its subcontractor's field personnel, either full -time or
part-time, may be for the purposes of providing project administration, assessment, observation and /or field
testing of specific aspects of the project as authorized by Client. Should a contractor(s) not retained by JA8&E
be involved in the project, Client will advise such contractor(s) that JA &E's services do not include supervision
or direction of the means, methods or actual work of the contractor(s), its employees or agents. Client will also
inform contractor that the presence of JA &E's field representative will not relieve the contractor of its
responsibilities for performing the work in accordance with its agreement with Client.
If a contractor (not a subcontractor of JA &E) is involved in the project, Client agrees, in accordance with
generally accepted construction practices, that the contractor will be solely and completely responsible for
working condition on the job site, including security and safety of all persons and property during performance
of the work, and compliance with all Client safety requirements and OSHA regulations. These requirements will
apply continuously and will not be limited to normal working hours. It is agreed that JA &E will not be
responsible for job or site safety or security on the project, other than for JA &E's employees and
subcontractors, and that JA &E does not have the duty or right to stop the work of the contractor.
10. UNFORESEEN CONDITIONS OR OCCURRENCES. It is possible that unforeseen conditions or
occurrences may be encountered at the site which could substantially alter the necessary services or the risks
involved in completing JA &E's services. If this occurs, JA &E will suspend services and promptly notify and
consult with Client, but will act based on JA &E's sole judgment where risk to JA &E personnel is involved.
Possible actions could include:
a) Complete the original Scope of Services in accordance with the procedures originally intended in our
proposal, if practical in JA &E's judgment;
b) Agree with Client to modify the Scope of Services and the estimate of charges to include study of the
unforeseen conditions or occurrences, with such revision agreed to in writing;
c) Terminate the services effective on the date specified by JA &E in writing.
11. DOCUMENTS. JA &E will furnish Client the agreed upon number of documents and supporting information.
These instruments of service are furnished for Client's exclusive internal use and reliance, use of Client's
counsel, use of Client's qualified bidders and for regulatory submittal in connection with the proposed services
provided for in this Agreement, but not for advertising or other type of distribution, and are subject to the
following:
a) All documents generated by JA &E under this Agreement shall remain the sole property of JA &E. JA &E
shall retain all common law, statutory and other reserved rights, including the copyright thereto. Any
unauthorized use or distribution of JA &E's work shall be at Client's and recipient's sole risk and without
liability to JA &E. JA &E may retain a confidential file copy of its work product and related documents.
b) If Client desires to release, or for JA &E to provide, our work product(s) to a third party not described
above for that party's reliance, JA &E will agree to such release provided we receive written acceptance
from such third party to be bound by acceptable terms and conditions similar to this Agreement (e.g.
JACKSON
\ City of Schertz, Texas — JA &E Proposal April 5, 2018
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_ Restroom Building — Schertz, Texas Page 9 of 10
ASSOCIATES
Secondary Client Agreement). Work product(s) provided for disclosure of information only will not require
separate agreement. Client acknowledges and agrees to inform such third party that JA &E's work
product(s) reflects conditions only at the time of the study and may not reflect conditions at a later time.
Client further acknowledges that such request for release creates a potential conflict of interest fog JA &E
and by this request waives any such claim should JA &E comply with the request.
c) Client agrees that all documents furnished to Client or Client's agents or designees, if not paid for, will be
returned upon demand and will not be used by Client or any other entity for any purpose whatsoever.
Client further agrees that documents provided by JA &E pursuant to this Agreement will not be used for
any project not expressly provided for in this Agreement without JA &E's prior written approval.
d) Client shall furnish documents or information reasonably within Client's control and deemed necessary by
JA &E for proper performance of our services. JA &E may rely upon Client - provided documents in
performing the services under this Agreement; however, JA &E assumes no responsibility or liability for
their accuracy. Client - provided documents will remain the property of Client, but JA &E may retain one
confidential file copy as needed to support our work product.
12. CLAIMS. The parties agree to attempt to resolve any dispute without resort to litigation, including use of
non - binding mediation, prior to filing of any suit. However, in the event a claim results in litigation, and the
claimant does not prevail at trial, then the claimant shall pay all costs incurred in pursuing and defending the
claim, including reasonable attorney's fees.
13. OPINIONS OF COST. If requested, JA &E will use its best efforts and experience on similar projects to
provide realistic opinions of probable costs for remediation, repair or construction as appropriate based on
reasonably available data or JA &E's recommendations. However, such opinions are intended primarily to
provide information on the order of magnitude or scale of such costs and are not intended for use in firm
budgeting or negotiation unless specifically agreed otherwise in writing by JA &E. Client understands actual
costs of such work depend heavily on regional economics, local construction practices, material availability, site
conditions, weather conditions, contractor skills, and many other factors beyond JA &E's control. JA &E makes
no warranty, express or implied, that bids or negotiated costs of such work will not vary from JA &E's opinions
of probable costs.
14. TESTIMONY. Should JA &E or any JA &E employee be compelled by law to provide testimony or other
evidence by any party, whether at deposition, hearing or trial, in relation to services provided under this
Agreement, and JA &E is not a party in the dispute, then JA &E shall be compensated by Client for the
associated reasonable expenses and labor for JA &E's preparations and testimony at appropriate unit rates.
15. CONFIDENTIALITY. JA &E will maintain as confidential any documents or information provided by Client
and will not release, distribute or publish same to any third party without prior permission from Client, unless
compelled by law or order of a court or regulatory body of competent jurisdiction. Such release will occur only
after prior notice to Client.
16. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of Texas.
17. SURVIVAL. All provisions of this Agreement for indemnity or allocation of responsibility or liability between
Client and JA &E shall survive the completion of the services and the termination of this Agreement.
18. SEVERABILITY. In the event that any provision of this Agreement is found to be unenforceable under law,
the remaining provisions shall continue in full force and effect.
19. ASSIGNMENT. This Agreement may not be assigned by either party without the prior permission of the
other.
20. CONSIDERATION. The parties agree that the charges for JA &E's services are sufficiently adjusted to include
any specific consideration payable to Client under these terms and conditions.
JACKSON
ASSOCIATES
City of Schertz, Texas — JA &E Proposal
Restroom Building — Schertz, Texas
April 5, 2018
Page 10 of 10
21. INTEGRATION. This Agreement, the attached documents and those incorporated by reference herein
constitute the entire Agreement between the parties and cannot be changed except by a written instrument
signed by both parties.
22. STATUTES OF REPOSE AND LIMITATION. All legal causes of action between the parties to this
Agreement shall accrue and any applicable statutes of repose or limitation shall begin to run not later than the
date that JA &E's services are completed or terminated.
23. CLIENT DISCLOSURE. Client agrees to advise JA &E upon execution of this Agreement of any hazardous
substance or any condition, known or that reasonably should be known by Client, existing in, on, or near the site that
presents a potential danger to human health, the environment, or JA &E's equipment. Client agrees to provide JA &E
continuing related information as it becomes available to the Client. By virtue of entering into this Agreement or
providing services hereunder, JA &E does not assume control of or responsibility as an operator or otherwise for the
site or the person(s) in charge of the site, or undertake responsibility for reporting to any federal, state or local
public agencies any conditions at the site that may present a potential danger to public health, safety or the
environment. Client agrees under advice of its counsel to notify the appropriate federal, state or local public
agencies as required by law; or otherwise to disclose, in a timely manner, any information that may be necessary to
prevent damage to human health, safety, or the environment.
24. ENVIRONMENTAL INDEMNITY. In connection with toxic or hazardous substances or constituents, including but
not limited to mold, and to the maximum extent permitted by law, Client agrees to defend, hold harmless, and
indemnify JA &E from and against any and all claims, liabilities, or judgments, except to the extent finally determined
as being caused by JA &E's negligence or willful misconduct, resulting from:
a) Client's violation of any federal, state, or local statute, regulation, or ordinance relating to the management
or disposal of toxic or hazardous substances or constituents;
b) Client's undertaking of or arrangement for the handling, removal, treatment, storage, transportation, or
disposal of toxic or hazardous substances or constituents found or identified at the site;
c) Toxic or hazardous substances or constituents introduced at the site by Client or third persons before,
during, or after the completion of JA &E's services;
d) Allegations that JA &E is a handler, generator operator, treater, storer, transporter, or disposer unless
expressly retained by Client for such services under the Resource Conservation and Recovery Act of 1976
as amended or any other similar federal, state or local regulation, ordinance, or law due to JA &E's services;
e) A release of toxic or hazardous substances or constituents at or from the project site before, during, or
after completion of JA &E's services under this Agreement. Any third party suit or claim for damages
against JA &E alleging strict liability, personal injury (including death) or property damage from exposure.
25. SAMPLE DISPOSAL. Test specimens or samples generally are consumed or substantially altered during testing
and any remnants are disposed of immediately upon completion of tests. Remaining samples and other specimens
are disposed of 30 days after submission of JA &E's report.
END OF JA &E TERMS AND CONDITIONS