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Home My WebLink AboutRes 2022-10-1280 Agreement with Freese and Nichols for Hurricane Creek Line Interceptor Sewer ProjectCITY OF ANNA, TEXAS RESOLUTION NO. Ag22_(0 - (a80 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROJECT SPECIFIC PURCHASE ORDER FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF ANNA, TEXAS AND FREESE AND NICHOLS, INCORPORATED FOR ENGINEERING DESIGN SERVICES RELATED TO THE HURRICANE CREEK LINE INTERCEPTOR SEWER PROJECT FROM FM 455 TO THE NORTHERN CITY LIMIT, IN A FORM APPROVED BY THE CITY ATTORNEY, PER THE PROFESSIONAL SERVICES AGREEMENT SHOWN IN EXHIBIT "A" ATTACHED HERETO, AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Anna Wastewater Master Plan identifies a large trunk sewer main to be constructed along Hurricane Creek from Fm 455 to the northern City Limits in the City of Anna, Texas; and, WHEREAS, Freese and Nichols, Incorporated for the project earlier this year; and, completed the conceptual engineering design WHEREAS, the project is required to provide sewer service to the west side of US 75 in Anna from FM 455 to the northern City Limits; and, WHEREAS, the project is essential to the development of the US 75 corridor and the west side of Anna; and, WHEREAS, the services provided by Freese &Nichols, Incorporated will be funded through Wastewater Impact Fees; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization. A. That the funding shall be $1,111,965 in Wastewater Impact Fees. B. That the City Council hereby approves entering into and authorizes the City Manager to execute a professional services agreement with Freese and Nichols, Incorporated for the scope of services identified in Exhibit "A" attached hereto. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this ay of A' 4 o_, 202Z ATTEST: City Secretary, Carrie L. Land APPROVED: 0 o fF i � 17y' f M�aarot Nate �`ifF,td dt3 4� tv i Y CR W� O a� n §LL u $g PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES STATE OF TEXAS § COUNTY OF COLLIN § THIS AGREEMENT is made and entered into as of the 41 day of September, 2022, by and between the City of Anna, Texas, a Texas municipal corporation, with its principal office at 111 North Powell Parkway, Anna, Collin County, Texas 75409, hereinafter called "OWNER" and Freese and Nichols, Inc. with its corporate office at 801 Cherry Street, Suite 2800, Fort Worth, Texas 76102, hereinafter called "CONSULTANT," acting herein, by and through their July authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT OF CONSULTANT OWNER hereby contracts with CONSULTANT, as an independent contractor, and CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, the general services traditionally performed by a municipally retained or employed engineer including without limitation the services described under Article 2.A. of this Agreement ARTICLE 2 SCOPE OF SERVICES CONSULTANT shall perform the following services in a professional manner: A. CONSULTANT shall perform all those services as necessary and as described under "Scope of Services" as set forth under OWNER's Request for Qualifications, which is attached hereto and made a part hereof as Exhibit "A" as if written word for word herein and in addition: 1. Provide review of plats, site plans, concept plan, specifications, bidding documents, construction plans, studies prepared by other Professional Engineers and Registered Professionals Land Surveyors that are submitted to the City in conformance with City's subdivision regulations. Review is for general conformance to the City's standards and good engineering practice. The review does not guarantee the completeness, accuracy rKUrt551oNAL. SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 1 of 11 or correctness of the documents prepared by other professionals licensed or registered by the State of Texas. 2. Provide engineering consultation services relative to the administration of the City's Flood Prevention Ordinance. 3. Preparation of specifications, contract documents and construction plans for City Capital Improvements project, rehabilitation projects and any other project that falls within the realm of a municipal public works civil engineering project. 4. Complete engineering, topographic and boundary surveys as requested by the City. 5. Land surveys and office computations required to develop plats and metes and bounds descriptions for easements, property acquisition, CCN acquisitions or municipal annexations. 6. Complete feasibility studies as requested by the City. B. To, upon request by OWNER, perform the types of services set forth in CONSULTANT's Statement of Qualifications, which proposal is attached hereto and made a part hereof as Exhibit "B" as if written word for word herein. C. CONSULTANT shall perform appropriate services set forth in individual task orders which shall be governed by the terms of this Agreement. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement or any task orders, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE 3 ADDITIONAL SERVICES Additional services to be performed by CONSULTANT, if authorized by OWNER, whether included in the above -described Scope of Services, are described as follows: A. During the course of the Project, as requested by OWNER, CONSULTANT will be available to accompany OWNER's personnel when meeting with or having dealings with the Texas Commission on Environmental Quality, U.S. Environmental Protection Agency, or other regulatory agencies. CONSULTANT will assist OWNER's personnel on an as -needed basis in preparing compliance schedules, progress reports, and providing general technical support for OWNER's compliance efforts. Be Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 2 of 11 C. Sampling, testing, or analysis beyond that specifically included in the above -described Scope of Services. D. Preparing copies of computer aided drafting (CAD) electronic data bases, drawings, or files for OWNER's use in a future CAD system. E. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. F. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to OWNER. G. Providing geotechnical investigations, including soil borings, related analyses, and recommendations. ARTICLE 4 PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by OWNER and CONSULTANT and upon issue of a notice to proceed by OWNER and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule(s) established by OWNER, acting through its City Manager or his designee. ARTICLE 5 COMPENSATION A. COMPENSATION TERMS: 1. "Subcontract Expense" is defined as expenses incurred by CONSULTANT in employment of others in outside firms for services in the nature of, geotechnical evaluations, traffic engineering and other necessary support labor incident to the work required under the Scope of Services and Additional Services. 2. "Direct Non -Labor Expense" is defined as that expense for any OWNER - authorized assignment incurred by CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 3 of 11 B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by CONSULTANT herein, OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit "C" which is attached hereto and made a part of this Agreement as if written word for word herein. Partial payments to CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. OWNER shall not be required to make any payments to CONSULTANT when CONSULTANT is in default under this Agreement. It is specifically understood and agreed that CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by OWNER for any charge, expense, or reimbursement above any maximum not4o-exceed fee as stated within any specified task order, without first having obtained written authorization from OWNER. CONSULTANT shall not proceed to perform any services without obtaining prior written authorization from the City Manager or his designee. C. ADDITIONAL SERVICES: For additional services authorized in writing by OWNER in Article 3, CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit "C." Payments for additional services shall be due and payable upon submission by CONSULTANT and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If OWNER fails to make payments due CONSULTANT for services and expenses within 60 days after receipt of CONSULTANT's undisputed statement thereof, the amounts due CONSULTANT will be increased by the rate of one percent (1 %) per month from the said 60t" day, and, in addition, CONSULTANT may, after giving seven days' written notice to OWNER, suspend services under this Agreement until CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require OWNER to pay the late charge of one percent (1 %) set forth herein if OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article 5, "Compensation." ARTICLE 6 OBSERVATION AND REVIEW OF THE WORK CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to OWNER any defects or deficiencies in the work of CONSULTANT or any subcontractors or subconsultants. PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 4 of 11 ARTICLE 7 OWNERSHIP OF DOCUMENTS All documents prepared or furnished by CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service and shall become the property of OWNER upon the termination of this Agreement. CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by CONSULTANT are intended only to be applicable to this Project, and OWNER Is use of these documents in other projects shall be at OWNER's sole risk and expense. In the event OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein and by CONSULTANT at the time such information and materials are delivered, CONSULTANT is released from any and all liability relating to such use in that project. CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. OWNER shall not control the means, methods, sequences, procedures, or techniques utilized by CONSULTANT to perform work or services under this Agreement or any associated task order. ARTICLE 9 AUDITS AND INSPECTION OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. CONSULTANT shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, CONSULTANT shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents, and other evidence pertaining to this agreement, and to allow OWNER similar access to those documents. All books and records will be made available within a 50-mile radius of the City of Anna. The cost of the audit will be borne by OWNER unless the audit reveals an overpayment of 1 % or greater. If an overpayment of 1 % or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by CONSULTANT which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in OWNER's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 5 of 11 be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE 10 INDEMNITY AGREEMENT CONSULTANT shall indemnify, save and hold harmless OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, that is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the CONSULTANT or the CONSULTANT'S agent, another consultant under contract, or another entity over which the CONSULTANT exercises control. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 11 INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. CONSULTANT shall furnish insurance certificates or insurance policies at OWNER's request to evidence such coverages. Except for workers compensation and professional liability, the insurance policies shall name OWNER as an additional insured PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page6of11 and shall contain a provision that such insurance shall not be canceled or reduced with respect to by coverages or endorsements without 30 days' prior written notice to OWNER and CONSULTANT. In such event, CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 12 TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving 30 days' advance written notice to the other party. B. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to OWNER within 30 days after the date of termination. OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article 5 "Compensation." Should OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to OWNER on or before the date of termination but may maintain copies of such documents for its use. ARTICLE 13 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by OWNER for any defect in the design or other work prepared by CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE 14 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three days after mailing. PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 7 of 11 To CONSULTANT: Managing Partner/Owner Firm Name 11910 Greenville Ave., Suite 600 Dallas, Texas 75243 City Manager City of Anna 120 W. 7th Street P.O. Box 776 Anna, Texas 75409 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three days after mailing. ARTICLE 15 ENTIRE AGREEMENT This Agreement constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 16 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 17 COMPLIANCE WITH LAWS CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE 18 DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 19 PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 8 of 11 PERSONNEL A. CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of or have any contractual relations with OWNER. CONSULTANT shall inform OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by CONSULTANT or under its supervision. All personnel engaged in work shall be qualified and shall be authorized and permitted under state and local laws to perform such services. ARTICLE 20 ASSIGNABILITY CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of OWNER. ARTICLE 21 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 22 MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A —Scope of Services (15 pages) Exhibit B —Master Service Agreement with the City (28 pages) Exhibit C —Fee Schedule (2 pages) B. CONSULTANT agrees that OWNER shall, until the expiration of four years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 9 of 11 be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Collin County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Daniel Huffines, PE. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by OWNER. F. OWNER shall assist CONSULTANT by placing at CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for CONSULTANT to enter in or upon public and private property as required for CONSULTANT to perform services under this Agreement. Additional information to be provided by the City is set forth in Exhibit "D" as if written word for word herein. G. CONSULTANT shall at all times maintain OWNER'S confidential or proprietary information in confidence and shall disclose same to third parties only as specifically instructed by OWNER. Any disclosure of privileged or confidential information by OWNER to CONSULTANT is in furtherance of OWNER's purposes and is not intended to and does not waive any privileges that may exist with regard to such information. H. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 10 of 11 IN WITNESS HEREOF, the City of Anna, Texas has caused this Agreement to be executed by its duly authorized City Manager, Agreement through its duly authorized undersignedifel ATTEST: CARRIE LAND, WITNESS: BY: CITY SECRETARY • • I 12 a -• CITY OF ,q(NNAI JIM CE, CITY ANAGER FREESE AND NICHOLS, INC. CLAYTON C. BARNARD PRINCIPAL / VICE PRESIDENT PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 11 of 11 SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER ARTICLE I 1�►.iai� IIrI.1 PROJECT DESCRIPTION: The City of Anna (Owner) is proceeding with design and construction of the Hurricane Creek 48" Wastewater Interceptor (The Project) to support continued growth in the Hurricane Creels wastewater basin. The Project will include the design of approximately 9,900 linear feet (LF) of the 48" wastewater interceptor and generally follow the selected alignment depicted as Phase I in the alignment study mapbook provided on August 26, 2022. The proposed interceptor will begin at a proposed junction structure at the downstream FM 455 connection to the Proposed 30" wastewater inceptor being provided by others and terminate at the southern boundary of the Mantua development. As noted, the project is anticipated to have one junction structure at the downstream connection. Currently no other structures, odor control, nor aerial/siphoned channel crossings are anticipated, but can be provided as an additional service if determined necessary as design progresses. FNI's final design will include gravity interceptor plan and profile, construction details, suggested by-pass pumping plan (if necessary), and technical specifications. Bid and construction phase services will be included in addition to the final design. Topographic survey, geotechnical services, environmental services, geomorphic assessment, easement documents and sub -surface utility engineering services will be utilized for final design and will be provided as Special Services. FNI will utilize the Owner's current master plan for general location and sizing aspects. No planning and/or modeling efforts are included with this Project. The Project will include the following construction bid packages: 1. Hurricane Creek 48" Wastewater Interceptor If more construction or material bid packages are included, then they can be provided as an additional service. The Project procurement method will include conventional bid procurement and will include the conventional design -bid -build delivery method. BASIC SERVICES: FNI shall render the following professional services in connection with the development of the Project: GENERAL REQUIREMENTS Upon execution of this Agreement and throughout the duration of the project, FNI shall perform the below items. These services will be incorporated accordingly into the subsequent tasks. 1. Conduct kickoff meeting to review scope, schedule, and budget; determine any special conditions that may affect design and/or construction; discuss administrative requirements of Owner; and to develop design criteria. 2. Manage efforts of internal design team and sub -consultants on the Project and perform Quality Control review of all deliverables. 3. Prepare meeting agendas and minutes and attend the following meetings: a. Attend up to four (4) meetings with third parties, utility providers, including developers or other consultants providing services to Owner. b. Attend up to two (2) workshops for review of milestone design submittals (60% and 95%). c. Attend up to four (4) periodic meetings throughout the final design phase. d. No public or planning/development meetings are anticipated, but can be provided as an additional service. 4. Prepare a Microsoft Project schedule and provide monthly updates including necessary revisions to bring the Project back on schedule if needed. The project schedule will not be resource loaded. 5. Prepare monthly reporting including status report, recent activities, upcoming activities, action items log, decisions made log, budget updates, schedule updates, and scope changes. Prepare monthly invoices. 6. Deliverables include the following: a. Agendas and minutes for all meetings b. Project schedule updated monthly c. Monthly reporting d. Monthly invoices A. FINAL DESIGN PHASE: FNI shall provide professional services in this phase as follows: 1. Advise Owner as to the necessity of Owner's providing or obtaining data or services from others and assist Owner in connection with any such services. Collect and review existing data, reports, mapping, and records from Owner. Review documents associated with the project. Provide analyses of Owner's requirements for the Project, including planning, surveys, site evaluations and comparative studies of prospective sites and solutions. 2. Make changes to the accepted alignment based on continued development within the pipeline corridor and field feedback received from the environmental and geomorphic teams. 3. Provide GIS aligrunent to surveyor to commence property boundary and topographical survey Owner and FNI will coordinate Right of Entry aspects. 4. Prepare gravity interceptor improvement plans based on Special Services survey, SUE, environmental, and geomorphic considerations. 5. The 95% design will include the design and details for the downstream junction box structure. 6. Prepare front end documents, including bid documents, general conditions, and special conditions for the construction and equipment packages, based upon FNI's standard documents. Meet with Owner to resolve review comments, and revise documents accordingly. 7. Advise Owner• of need for• and recommend scope of additional Special Services, not already included in Article II of this Scope of Worlc. The cost of such additional Special Services shall be paid by Owner and are not included in the services performed by FNI. 8. Prepare applications for routine permits such as road and utility crossing permits, and TCEQ Approval. Environmental and United States Army Corp of Engineers (USAGE) permitting are included as Special Service in Article I1. 9. Furnish such information necessary to utility companies whose facilities may be affected, or services may be required for the Project. 10. Prepare opinion of probable construction cost at the 60% and 95%submittals. 11. 60% Review: Prepare drawings, specifications, construction contract documents, designs, and layouts of improvements to be constructed. Prepare bidder's proposal forms (project quantities) of the improvements to be constructed. Furnish Owner three (3) sets of copies of drawings, specifications, and bid proposals marked "Preliminary" for approval by Owner. FNI will meet with the Owner to present the plans and specifications and receive comments. Review documents will include dimensional layout drawings, plans, sections and elevations for all the trades, typical details, and most special details. The draft specifications will include major material items. Pipeline plans will include plan and profile sheets, pipeline appurtenances, and typical details. FNI will receive comments from Owner and address comments in the 95% Review. 12. 95%Review: Furnish Owner three (3) sets of copies of drawings, specifications, and bid proposals marked "Preliminary" for approval by Owner. FNI will meet with the Owner to present the plans and specifications and receive comments. Review documents will include all plans and specifications with minor corrections and notes remaining. FNI will receive comments fi•om Owner and address comments in the Final Draft. Upon final approval by Owner, FNI will provide Owner three (3) sets of copies of Final "Sealed" plans and specifications. 13. Deliverables for the Final Design Phase include: a. Front end documents for construction b. Routine Permit Applications (Road Crossing, Utility Crossing, and TCEQ Approval) c. Information to utility companies to acquire utility service (electric, telephone, water, wastewater, gas) d. OPCC at 60% and 95% submittals e. 60% submittal of Plans and Specifications f. 95% submittal of Plans and Specifications g. Final "Sealed" Plans and Specifications B. BID OR NEGOTIATION PHASE: Upon completion of the design services and approval of Final "Sealed" drawings and speccations by Owner, FNI will proceed with the performance of services in this phase as follows: 1. Assist Owner in securing bids. Issue a Notice to Bidders to prospective contractors and vendors listed in FNI's database of prospective bidders, and to selected plan rooms. Provide a copy of the notice to bidders for Owner to use in notifying construction news publications and publishing appropriate legal notice. The cost for publications shall be paid by Owner. 2. Submit electronic copies of plans, specifications and bidding documents to CIVCAST. Prospective bidders may download and print documents from CIVCAST, who will maintain plan holder list and post addenda. FNI will also list bid projects on the FNI website. 3. Assist Owner by responding to questions and interpreting bid documents. Prepare and issue addenda to the bid documents to CIVCAST if necessary. 4. Assist the Owner in conducting apre-bid conference for the construction projects and coordinate responses with Owner•. Response to the pre -bid conference will be in the form of addenda issued after the conference. Attend the tour of the project site after the pre -bid conference. 5. FNI will assist Owner in the opening, tabulating, and analyzing the bids received. Review the qualification information provided by the apparent low bidder to determine if, based on the EXHIBIT A-3 information available, they appear to be qualified to construct the project. Recommend award of contracts or other actions as appropriate to be taken by Owner. 6. Assist Owner in the preparation of ConsuLlctlon Contract Documents for construction contracts. Provide ten (10) sets of Construction Contract Documents which include information from the selected bidders' bid documents, legal documents, and addenda bound in the documents for execution by the Owner and construction contractor. Distribute five (5) copies of these documents to the contractor with a notice of award that includes directions for the execution of these documents by the construction contractor. Provide Owner with the remaining five (5) copies of these documents for use during construction. Additional sets of documents can be provided as an additional service. 7. Furnish contractor copies of the drawings and specifications for construction pursuant to the General Conditions of the Construction Contract, 8. Deliverables for the Bid or Negotiation Phase include: a. Notice to Bidders b. Electronic copies of plans, specifications, bidding documents, and addenda c. Recommendation of Award with tabulation of bids d. Notice of award to selected bidder e. Conformed contract documents for execution f. Copies of conformed contract documents for Contractor and Owner C. CONSTRUCTION PHASE: Upon completion of the bid or negotiation phase services, FNI will proceed with the performance of construction phase services as described below. FNI will endeavor to protect Owner in providing these services however, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for supervision of the Contractor's operation and employees. FNI shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. These services are based on the use of FNI standard General Conditions for construction projects. Modifications to these services required by use of other general conditions or contract administration procedures are an additional service. If general conditions other than FNI standards are used, the Owner agrees to include provisions in the construction contract documents that will require the construction contractor to include FNI and their subconsultants on this project to be listed as an additional insured on contractor's insurance policies. 1. Assist Owner in conducting pre -construction conference(s) with the Contractor(s), review construction schedules and proposed estimate of monthly cash requirements prepared by the Contractor(s) pursuant to the requirements of the construction. 2. Establish communication procedures with the Owner and contractor. Submit monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, cash flow, construction schedule and pending and approved contract modifications. 3. Establish and maintain a project documentation system consistent with the requirements of the construction contract documents. Monitor the processing of contractor's submittals and provide for filing and retrieval of project documentation. Produce monthly reports indicating the status of all submittals in the review process. Review contractor's submittals, including, requests for information, modification requests, shop drawings, schedules, and other submittals in accordance EXHIBIT A4 with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. 4. Based on FNI's observations as an experienced and qualified design professional and review of the Payment Requests and supporting documentation submitted by Contractor, determine the amount that FNI recommends Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract, 5. Malce monthly (12) and ancillary visits (6), up to a total of eighteen (18) meetings, appropriate to the stage of construction to the site (as distinguished fiom the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. In this effort FNI will endeavor to protect the Owner against defects and deficiencies in the work of Contractors and will report any observed deficiencies to Owner. Visits to the site in excess of the specified number are an additional service. 6. Notify the contractor of non -conforming work observed on site visits. Review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the Construction contract documents. 7. Review the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control shall be paid by Owner and is not included in the services to be performed by FNI. 8. Interpret the drawings and specifications for Owner and Contractor(s). Investigations, analyses, and studies requested by the Contractors) and approved by Owner, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. 9. Establish procedures for administering constructive changes to the construction contracts. Process conhact modifications and negotiate with the contractor on behalf of the Owner to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the Owner. Documentation of field orders, where cost to Owner is not impacted, will also be prepared. Investigations, analyses, studies or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the Owner are an additional service. Substitutions of materials or equipment or design modifications requested by the Owner are an additional service. 10. Prepare documentation for contract modifications required to implement modifications in the design of the project. Receive and evaluate notices of contractor claims and make recommendations to the Owner on the merit and value of the claim on the basis of information submitted by the contractor or available in project documentation. Endeavor to negotiate a settlement value with the Contractor on behalf of the Owner if appropriate. Providing these services to review or evaluate construction contractor(s) claim(s), supported by causes not within the control of FNI are an additional service. 11. Conduct, in company with Owner's representative, afinal review of the Project for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before recommendation of final payment. Assist the Owner in obtaining legal releases, permits, warranties, spare parts, and keys from the contractor. Review and comment on the certificate of completion and the EXHIBIT A-5 recommendation for final payment to the Contractor(s). Visiting the site to review completed work in excess of two trips are an additional service. 12. Revise the construction drawings in accordance with the information furnished by construction Contractor(s) reflecting changes in the Project made during construction. Two (2) sets of prints of "Record Drawings" shall be provided by FNI to Owner. ARTICLE II SPECIAL SERVICES: Special Services to be performed by FNI include the following: A. TOPOGRAPHICAL SURVEY: FNI will subcontract with a surveying firm to provide surveying services. The services listed below are based upon survey of up to 9,900 linear feet of interceptor alignment. A detailed scope of work, is described below: 1. Locate all improvements along the interceptor alignment, 100 feet wide, (up to 9,900 linear feet of interceptor alignment) provided by FNI. Surveyor shall contact Texas811, or other statewide utility locate company, as well as coordinate with the Owner to mark existing utilities and incorporate all marked utilities into the design survey. Attempt to have Texas811 mark utilities along the project length shall be limited to three (3) attempts. Provide elevations of all tops and toes of slope and at all vertical changes within 50 feet either side of the proposed final pipeline centerline. This information shall be sufficient to generate a contour model (DTM) of the proposed pipeline. Record a general description of the existing terrain. This shall include the top elevation of all manholes as well as the invert elevations of all conduits entering and exiting the manholes and tree's six (6) inches and larger in diameter. Prepare a final digital topographic/design survey drawing in AutoCad (latest version) format at a scale of 1"=20' including contour lines. The drawing shall show all features located, horizontal and vertical control points, property lines, existing easement lines, and existing visible utilities. Other deliverables shall include a copy of all field notes and field sketches, a hard copy coordinate list of points located in the field and a digital ASCII point list. 2. Locate underground utilities horizontally with existing visible features. Additional QTM services will be provided under Special Services Tasl, C. 3. Establish permanent vertical control benchmarks and horizontal control points at the beginning and the end of the proposed reuse and along the centerline at a minimum of 23500-foot intervals from Texas State Plane Coordinate System NAD 83 and NAVD 88 control. Provide all work in surface coordinates. All work shall meet the requirements of the TSPS Manual of Practice for Land Surveying in the State of Texas, categories 7 and 8, second order. B. EASEMENT DOCUMENTS: FNI's survey subconsultant will provide the following exhibits: 1. Provide supporting coordination between the subconsultant and the Owner in development of the easement documents. 2. Prepare up to nine (9) parcel maps and descriptions for permanent easements, signed and sealed by a Registered Professional Land Surveyor. 3. Prepare up to nine (9) parcel maps and descriptions for temporary easements, signed and sealed by a Registered Professional Land Surveyor. C. SUBSURFACE UTILITY ENGINEERING (SUE): FNI will subcontract with a SUE firm to provide the following SUE services: EXHIBIT A-6 l . SUE Quality Level "A" (QLA) — Provide QLA information for a total of six (6) test hole locations, along various points throughout the pipeline alignment. QLA services will be in accordance with ASCE Publication CUASCE 38-02 (Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data). Subconsultant will excavate test holes by means of non- destructive vacuum excavation methods. Subconsultant will produce a summary sheet containing the coordinates and elevation to the top of the utility at each test hole location with test holes incorporated in the surveyor's topographic survey file. 2. SUE Quality Level B (QLB) —Designate horizontal location information for select portions of the project with expected utilities, along the public ROW of FM 455 and in the proximately of the Atmos transmission main located on the upstream portion of the alignment. This information is obtained through the application and interpretation of appropriate non-destructive surface geophysical methods. A variety of electromagnetic equipment will be used to complete the process. Residential services and irrigation systems will not be mapped, commercial services will be mapped should they cross or parallel the alignment. Un-locatable lines will be depicted as per records fi•om the utility if available. D. ENVIRONMENTAL SERVICES: FNI will render the following professional environmental services in connection with the project. 1. Data Compilation and Pedestrian Survey a. FNI's environmental scientists will compile existing study information and review pertinent data to the project area, such as soils maps, topographic maps, floodplain maps, National Wetland Inventory and National Hydrography Dataset information, to guide the pedestrian survey described below. b. FNI's environmental scientists will conduct a pedestrian survey along within the project area to document existing conditions of the alignment and identify environmental constraints. This investigation will include the following: i. FNI's environmental scientists will GPS the boundaries of jurisdictional waters such as streams, wetlands, or open waterbodies within the project area. This scope does not include a full delineation to the level of detail required for submittal to the USACE. ii. Identification of potential habitat for federally listed threatened or endangered species. 2. Environmental Permitting Memorandum a. This scope assumes that the proposed pipeline can be designed to meet the terms and conditions of Nationwide Permit (NWP) 58, Utility Line Activities for Water and Other Substances, without the preparation and submittal of a pre -construction notification (PCN) to the USACE. b. FNI's environmental scientists will review design information and prepare a technical memorandum documenting the findings of the pedestrian survey, an estimate of potential impact to WOTUS, other environmental considerations, and recommendations and conclusions. c. FNI's environmental scientists will coordinate with the Project Team (City and Design Team) to discuss the findings of the site visit, comments to the draft technical memorandum, and provide environmental permitting input on the design. E. ARCHEOLOGICAL INVESTIGATION SERVICES: FNI will subcontract with an archeological subconsultant to complete the following services: 1. Archeological Coordination - FNI will coordinate with archeological subconsultant who will conduct an archeological survey along the alignment within the proposed limits of construction, prepare a report documenting the results of the survey, and consult with Texas Historical Commission, 2. Antiquities Permit Application - Subcontractor to the Consultant will prepare an Antiquities Permit application per the requirements of the Antiquities Code of Texas (ACT). This permit application package will include a summary of the known resources in the vicinity, the proposed field methods, and an application form. The application will be submitted to the Owner for their review, approval, and signature on the permit application form as a sponsor of the project prior to submittal. The fully signed permit application package will then be submitted to the THC for their review and eventual permit issuance. Simultaneously with permit application preparation, make final arrangements for on -site survey. 3. Archeological Field Survey - Once a permit has been issued and schedule allows, subconsultant's staff archeologists will travel to the survey area to conduct an archeological survey in accordance with the THC's minimum standards, including shovel testing and potentially required backhoe trenching. Observations will be recorded through notes, photographs, field forms, and with hand- held GPS. Archeological sites observed within the survey tract will be documented in accordance with THC standards. 4. Draft Archeology Survey Report -After field investigations, subconsultant to prepare standard documentation for archeological site(s) recorded. Prepare a comprehensive report that details project components, field methods and observations, recorded sites (if any), and regulatory recommendations for the proposed project. A draft will be electronically submitted to the consultant and the Owner for review and comment, then (upon revision/approval) sent to the THC for their review under the ACT and to the USACE for their review under Section 106 of the National Historic Preservation Act. 5. Cur•ation and Final Report Preparation -Upon THC approval (typically 30 days after receipt), subconsultant to prepare final reports in accordance with the Antiques Permit requirements and the scope provided and submit all photographs, notes, and forms to a state approved curation facility for permanent curation. F. GEOTECHNICAL SERVICES: The proposed geotechnical scope of work will consist of field exploration, laboratory testing, and reporting for purposes of providing geotechnical data and information on the anticipated subsurface conditions at select locations along the proposed interceptor alignment for prospective bidding contractors. 1. Field Exploration: a. Exploration activities will include seven (7) geotechnical borings along the proposed pipeline at accessible points best serving the road, creels, and junction structure locations. The anticipated boring schedule is provided below. i. Four (4) borings to a depth of 40 feet below grade ii. Three (3) boring to a depth of 30 feet below grade b. Coordinate and subcontract with a drilling contractor to drill the borings. A tuck -mounted drill rig will be used to drill the borings. It is assumed that an all -terrain dt711ing rig will not be needed for access to the interceptor alignment. It is assumed that the borings will be drilled within existing rights -of -way or utility easements and traffic control will not be needed. It is also assumed that right of entry access along the pipelines will be obtained by others unless EXHIBIT A-8 borings are located within existing City ROW or utility easements. i. The borings will be advanced using standard rotary drilling equipment with continuous -flight augers (solid or hollow stem) or rotary wash methods. Subsurface samples will be collected using 3-inch diameter push tubes for cohesive soils and a 2- inch diameter split -spoon sampler in conjunction with the Standard Penetration Test (SPT) for intermediate and non -cohesive soils. Rock and rock -like materials, if encountered, will be cored within the deeper borings at highway and creels crossings and/or tested in situ using the Texas Cone Penetration (TCP) Test or the SPT, as appropriate for the material. ii. Groundwater observations within the borings will be recorded at the time of drilling and at the completion of drilling and sampling. iii. The borings will be backfilled with auger cuttings upon completion of drilling and sampling. iv. It is assumed that all borings drilled for the interceptor alignment will be located outside of roadways. c. Conduct up to two (2) site visits prior to drilling to locate and mark the boring locations, determine drill rig access and suitable ingress and egress routes, and coordinate with the Owner and franchise utilities to confirm boring locations are clear of existing utilities. d. Provide an Engineer or Geologist experienced to direct the drilling and log the borings. Visual classification of the subsurface stratigraphy shall be provided according to ASTM D2488 and the Unified Soil Classification System (USCS) during drilling and sampling. 2. Laboratory Testing: a. Testing shall be performed by a geotechnical testing subcontractor on samples obtained from the borings to determine soil classification and pertinent engineering properties of the subsurface materials. b. FNI will select samples for laboratory testing, assign tests, and review the test results. c. Laboratory tests will be appropriately assigned for the specific subsurface materials encountered during exploration, but are expected to include: i. Classification tests (liquid and plastic limits and percent passing the no. 200 sieve or gradation) ii. Moisture content iii. Unit dry weight iv. Unconfined compressive strength 3. Reporting: a. Prepare a Geotechnical Investigation Data Report for the geotechnical investigation that will include the following: i. Appendix with the boring locations, boring logs, laboratory test results, and a key to the symbols used. ii. Discussion of subsurface conditions and soil properties indicated by the field and laboratory work, and implications for design. iii. Foundation and lateral earth recommendations for the junction boxes. iv. General discussion of expected construction related issues. v. Earthwork related, bored crossing and pipe backfill recommendations for use during development of the plans and specifications. EXHIBIT A-9 b. Submittals will include one (1) electronic PIN copy of the Geotechnical Investigation Report, 4. Geotechnical Assumptions and Additional Services: a. This scope of work has been prepared based on the following assumptions: i. Right of entry access will be obtained by others prior to drilling. ii. A trucic-mounted drilling rig will be used to access the borings. 5. Additional services not included in this scope, requg additional fees, may include: a. Additional exploratory drilling and associated laboratory testing due to soft or loose soil conditions, depth of rock, other unexpected site conditions, or additional structures. b. Detailed settlement studies or other engineering issues resulting from soft and/or loose soil conditions, or other unexpected site conditions. c. Site clearing for drill rig access. d. All -terrain drill rig to access boring locations. e. Use of traffic control during field investigation. G. GEOMORPHIC ASSESSMENT: This scope of services includes a geomorphic assessment that will document the existing geomorphic conditions at relevant features along the proposed sewer line alignment and outline the potential for future changes in channel conditions. It is assumed up to four (4) locations will be evaluated. 1. Project Management and Meetings -FNI will provide project updates and attend meetings as necessary. 2. Desktop Evaluation -FNI will perform a desktop evaluation of the project site. This may include the following tasks: a. Obtain and review previous relevant watershed studies, HEC-RAS models, reports, and record drawings for the study area. b. Obtain and review available GIS data, topographic maps, geologic maps, soil maps, and historical aerial photographs. c. Assess historical watershed development and drainage area. If feasible, assess changes in the planfoim of Hurricane Creek through time using historical aerial photographs. 3. Field Reconnaissance: a. FNI will conduct a site visit to examine the existing geomorphic conditions at relevant features along the proposed alignment. All drainage features and water bodies crossing or closely paralleling the proposed sewer line alignment will be examined, though emphasis will be placed on Doe Branch. b. FNI will catalogue geomorphic features and characteristics such as mass failures, areas of channel scour, headcuts, channel evolution stage, banlcfull indicators, and substrate. c. FNI will evaluate potential for future channel changes. This may include the following: EXHIBIT A-10 i. Erosion assessment using the Bank Erosion Hazard Index (BEHI) method at representative locations within the project area. Emphasis will be placed on evaluating erosion potential near structures and where the proposed sewer line crosses or closely parallels the stream. ii. Measurement of existing channel geometry (e.g., channel cross sections and profiles) iii. Collection of up to two (2) pebble counts or bed sediment samples from the stream for potential future use in scour equations to predict future channel downcutting, if feasible. d. FNI will document site conditions with field notes and geotagged photographs. 4. Data Analysis -FNI will compile and analyze desktop and field data collected in Desktop Evaluation and Field Reconnaissance tasks to describe existing stream conditions and to estimate potential future stream conditions. 5. Design Support —FNI will review the current alignment and using data collected during the geomorphic site visit and desktop analysis make necessary adjustments to project alignment to protect from future downcutting or lateral migration of the stream. If needed, erosion protection can be provided as an additional service. 6. Technical Memorandum -FNI will provide a technical memorandum that summarizes the results of the geomorphic investigation. The memorandum will outline the existing geomorphic conditions of relevant features in the project area, evaluate potential for future changes, and provide recommendations for future actions necessary to protect the sewer line from potential stream impacts (e.g., alignment offset). ARTICLE III ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by Owner, which are not included in the above described basic services, are described as follows: A. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by Owner. B. Providing renderings, model, and mock-ups. C. Making revisions to drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by Owner or 2) due to other causes not solely within the control of FNI. D. Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction and providing services as may be required in connection with the replacement of such Work. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. Any services required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. Providing services after the completion of the construction phase not specifically listed in Article II. Visits to the site in excess of the number of trips included in Article II for periodic site visits, coordination meetings, or contract completion activities. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of FNI. Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. Provide follow-up professional services during Contractor's warranty period. EXHIBIT A-11 E. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by Owner. F. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. G. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required as a result of equipment failing the initial test. H. Preparing data and reports for assistance to Owner in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. I. Furnishing the services of a Resident Project Representative to act as Owner's on -site representative during the Construction Phase. The Resident Project Representative will act as directed by FNI in order to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on -site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, FNI shall endeavor to provide further protection for Owner against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article I, D and Attachment RPR. If Owner provides personnel to support the activities of the Resident Project Representative who is FNI or FNI's agent or employee, the duties, responsibilities and limitations of authority of such personnel will be set forth in an Attachment attached to and made a part of this Agreement before the services of such personnel are begun. It is understood and agreed that such personnel will work under the direction of and be responsible to the Resident Project Representative. Owner agrees that whenever FNI informs him in writing that any such personnel provided by the Owner are, in his opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. J. Assisting Owner in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). K. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. L. Assisting Owner in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. M. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues. N. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement. O. Services required to resolve bid protests or to rebid the projects for any reason. EXHIBIT A-12 P. Providing basic or additional services on an accelerated time schedule. The scope of this service include cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the Owner. ARTICLE IV TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this Agreement and agrees to complete the services in accordance with the following schedule: Final Desi n 8 months from NTP Bid Phase 3 months (assumed) Construction Phase 12 months assumed If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in Owner or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this Agreement and in Exhibit C. ARTICLE V RESPONSIBILITIES OF Owner: Owner shall perform the following in a timely manner so as not to delay the services of FNI: A. Owner recognizes and expects that certain Change Orders may be required. Unless noted otherwise, the Owner shall budget a minimum of 5% for new construction and a minimum of 10% for construction that includes refurbishing existing structures. Further, Owner recognizes and expects that certain Change Orders may be required to be issued as the result in whole or part of imprecision, incompleteness, errors, omission, ambiguities, or inconsistencies in the Drawings, Specifications, and other design documentation furnished by Engineer or in the other professional services performed or furnished by Engineer under this Agreement ("Covered Change Orders"). Accordingly, Owner agrees to pay for Change Orders and otherwise to make no claim directly or indirectly against Engineer on the basis of professional negligence, breach of contract, or otherwise with respect to the costs of approved Covered Change Orders unless the aggregate costs of all such approved Covered Change Orders exceed 2% for new construction and 4% for reconstruction. Any responsibility of Engineer for the costs of Covered Changed Orders in excess of such percentage will be determined on the basis of applicable contractual obligations and professional liability standards. For purposes of this paragraph, the cost of Covered Change Orders will not include: • any costs that Owner would have incurred if the Covered Change Order work had been included originally in the Contract Documents and without any other error or omission of Engineer related thereto, • Any costs that are due to unforeseen site conditions, or • Any costs that are due to changes made by the Owner. • Any costs that are due to the Contractor Nothing in this provision creates a presumption that, or changes the professional liability standard for determining if, Engineer is liable for the cost of Covered Change Orders in excess of the percent of Construction Cost stated above or for any other Change Order. Wherever used in this document, the term Engineer includes Engineer's officers, directors, partners, employees, agents, and Engineers Consultants. EXHIBIT A-13 B. Designate in writing a person to act as Owner's representative with respect to the services to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to FNI's services for the Project. C. Provide all criteria and full information as to Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the drawings and specifications. D. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. E. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this Agreement. F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as Owner deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of FNI. G. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. Pay all fees for permit applications. H. Owner shall make or arrange to have made all subsurface investigations, including but not limited to borings, test pits, soil resistivity surveys, and other subsurface explorations. Owner shall also make or arrange to have made the interpretations of data and reports resulting from such investigations. All costs associated with such investigations shall be paid by Owner. I. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as Owner may require or FNI may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as Owner may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as Owner may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. J. Owner shall determine, prior to receipt of construction bid, if FNI is to furnish Resident Project Representative service so the Bidders can be informed. K. If Owner designates a person to serve in the capacity of Resident Project Representative who is not FNI or FNI's agent or employee, the duties, responsibilities and limitations of authority of such Resident Project Representative(s) will be set forth in an Attachment attached to and made a part of this Agreement before the Construction Phase of the Project begins. Said attachment shall also set forth appropriate modifications of the Construction Phase services as defined in Attachment SC, Article I, together with such adjustment of compensation as appropriate. L. Attend the pre -bid conference, bid opening, preconsttuction conferences, construction progress and other job related meetings and substantial completion inspections and final payment inspections. EXHIBIT A-14 M. Give prompt written notice to FNI whenever Owner observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work of any Contractor. N. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article III of this Agreement or other services as required. O. Bear all costs incident to compliance with the requirements of this Article V. ARTICLE VI DESIGNATED REPRESENTATIVES: FNI and Owner designate the following representatives: Owner's Designated Representative —Justin Clay, iclay cr,annatexas.gov, (214) 901-4616 Owner's Accounting Representative —Alan Guard, a and ,annatexas.gov, (972) 924-3325 FNI's Designated Representative —Daniel Huffines, dwh(c�freese.com, (214) 217-2218 FNI's Accounting Representative —Lisa Broussard, lisa.broussardna,freese.com, (972) 331-6021 EXHIBIT A-15 EXHIBIT B MASTER SERVICE AGREEMENT WITH THE CITY MASTER AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF ANNA, TEXAS, AND FREESE & NICHOLS 2021-2026 Made as of the 27th day of July 20 21 ("Effective Date") Between the City: and the Firm: The City of Anna, Texas 101 S. Powell Parkway Anna, Texas 75409 Telephone: (972) 924-3325 FREESE & NICHOLS 5 305 MAIN ST. SUITE B FRISCO, TX 75034 for the following Project: Master Agreement for Category H -Utility Collection &Distribution THIS MASTER AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered into by and between the City of Anna, Texas, a home -rule municipality ("C�"), and FREESE & NICHOLS [H - Utility Collection & Distribution] ("Firm"), to be effective from and after the date as provided above. City and Firm are at times each referred to herein as a "par " or collectively as the "parties," WHEREAS, the City desires to engage the services of the Firm to provide professional services as describe for Category H - Utility Collection & Distribution on an on -call basis ("Pro ect"); and WHEREAS, the Firm desires to render such professional services for the City upon the terms and conons provided herein. NOW, YHEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: That for and in consideration of the covenants contained herein, for the mutual benefiits to be obtained hereby and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 FIRM'S SERVICES 1.1 Enaaaement of the Firm — At Ciry's request and in Clty's sole discretion, City is entitled to engage Firm from time to time to perform professional services in accordance with the terms and conditions of this Agreement ("Services"). Firm agrees to perform such Services in accordance with the terms and conditions of this Agreement and with any individual written Project Order Issued pursuant to Article 1.2 hereof. City reserves the right, in its sole discretion, to hire other firms or Firms for any reason and for any purpose. If any employee of Firm, who is performing the day-to-day Services under this Agreement, is separated, for any reason, from employment with Firm, Firm shall provide City with written notice thereof at least five (5) business days' priorto said separation unless circumstances Clty of Anne, Texas —Master Praresslonal Services Agreement Page 1 Category H -Utility Collection &Distribution 31 g9i370 reasonably warrant a shorter notice period, which shall not exceed two (2) business days following the separation. 1.2 Scope of Services —The Services to be provided by Firm to City shall be as mutually agreed to in a separate written Project Order, in the format as stated in Exhibit A, executed by City and Firm ("Scone of Services"). Whenever used in this Agreement, the term Services shall mean those services specified in this Agreement and in a Project Order issued pursuant to this Agreement and all related work. Each Project Order shall include, directly or by reference, appropriate cost and pricing data and such other documentation as required by the City. Each Project Order shall be subject to and integrated into this Agreement, and the terms of this Agreement are incorporated into and made a part of each Project Order by reference to this Agreement. All Services within the Scope of Services shall be performed by the employees of Firm or Firm's officers, employees, agents, representatives, sub -contractors or sub -Firms unless otherwise provided in a Project Order. Firm shall be wholly and solely responsible for any Services or subcontracted Services provided by any officer, employee, agent, representative, sub- contractors or sub -Firms of Firm (collectively, "Firm's Personnel"). If at any time after entering into this Agreement, City has any objection to Firm's representative or to any of Firm's Personnel, or any objection to any personnel of sub -Firm retained by Firm and assigned to perform the Services, Firm shall promptly propose substitutes to whom City has no objection. The parties understand and agree that deviations or modifications to the Scope of Services, in the form of written change orders, may be authorized from time to time by City ("Change Order(s)"). 1.2.1 Reauirement of Written Chans�e Order — "Extra" work, or "claims" invoiced as "extra" work, or "claims" that have not been issued as a duly executed, written Project Order or Change Order issued by the Anna City Manager, will not be authorized for payment and/or shall not become part of the subcontracts. A duly executed written Change Order shall be preceded by the Anna City Council's authorization for the Anna City Manager to execute said Change Order, 1.2.2 FiRM SHALL NOT PERFORM ANY "EXTRA" WORK AND/OR ADDITIONAL SERVICES WITHOUT A DULY EXECUTED WRITTEN CFfANGE ORDER ISSUED BY THE ANNA CITY MANAGER. Firm acknowledges that Project Managers, Superintendents, and/or Inspectors of the City are not authorized to issue verbal or written change orders. 1.3 Schedule of Work —Firm agrees to commence work immediately upon the execution of a Project Order, and to proceed diligently with said work to completion as described in such Project Order. 1.4 Standard of Care —Firm shall perform the Services required hereunder: {1} with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent professional under the same professional license. 1.5 Term The term of this Agreement shall begin on the Effective Date and shall continue until 8/1/2021 - 9/30/2Q26 ,unless sooner terminated as provided herein. Cfty of Anna, Texas —Master Professional Services Agreement Page 2 Category H -Utility Collection &Distribution 3199870 1.6 Subcontracted Services —When necessary, subcontracted services shall be procured by Firm in connection with the Services provided pursuant to this Agreement, subject to City's prior written consent. Firm shall issue subcontracts for such subcontracted services in Firm's own name. Firm shall be compensated for subcontracted services for the actual amount invoiced by the subcontractor. Except as set forth in this Agreement, neither Firm nor City may assign, sublet, transfer, or otherwise convey (together, an "Assignment"), and neither Firm nor City has the power to enter into an Assignment of any or all of the rights, duties and obligations or interest in this Agreement without the prior written consent of the other party. Unless specifically stated to the contrary in any written consent to an Assignment, no Assignment will release or discharge the assignor from any duty or responsibility under this Agreement. ARTICLE 2 THE CITY'S RESPONSIBILITIES City shall use reasonable efforts to not delay the Services of Firm as follows: 2.1 Protect Data —The City shall furnish information that is reasonably requested by Firm and that City has in its possession at the time of Firm's request as expeditiously as necessary for the orderly progress of the Services, and Firm shall be entitled to rely upon the accuracy and completeness of the information furnished by City under this Article 2.1. 2.2 City Protect Manager —The City shall designate, when necessary, a representative authorized to act on City's behalf with respect to the Services ("Protect manager City, or the authorized Project Manager, shall on an as -needed basis, issue Project Orders to Firm in accordance with the Scope of Services, in the format as stated in Exhibit A. City, or the authorized Project Manager shall examine the documents submitted by Firm and shall render any required decisions pertaining thereto as soon as practicable to avoid unreasonable delay in the progress of Firm's Services. Firm understands and agrees that the Project Manager and his or her authorized designee are not authorized to issue verbal or written Change Orders for "extra" work or "claims" invoiced as "extra" work. ARTICLE 3 FIRM'S COMPENSATION 3.1 Compensation for Firm's Services —Compensation by the City to Firm for Services shall be on a fixed fee or a time and materials basis as specified in the applicable Professional Services Project Order ("Firm's Fee"), All time shall be billed at Firm's labor billing rates agreed upon by City. Said rates shall only be adjusted in writing as may be agreed to between the Parties. 3.1.1 Completion of Record Documents —City and Firm agree that the completion of any Record Documents and/or "As -Built" Documents, including hard copy formatting and electronic formatting, shall be completed, submitted to, and accepted by the City prior to payment of the final five percent (5%) of the Firm's Fee, unless expressly stated otherwise in the applicable Project Order, The City of Anna, Texas —Master Professional Services Agreement Page 3 Category H -Utility Collection & DisUibution 3199670 electronic formatting shall be consistent with the standards established in Exhibit D, City of Anna Guidelines for Computer Aided Design and Drafting (" CADD" ). Completion of the Record Documents and/or "As -Built" documents shall be included in the Firm's Fee and considered to be within the Scope of Services defined under this Agreement. 3.1.2 Disputes between City and Construction Contractor — If the Scope of Services involves the Firm performing Construction Administration Services relating to an agreement between a Construction Contractor (the "Contractor' and the City, and upon receipt of a written request by City, Firm shall research previous and existing conditions of the Services, and make a determination whether or not to certify that sufficient cause exists for the City to declare the Contractor in default of the terms and conditions of the agreement. Firm shall submit his findings in writing to the City, or submit a written request for a specific extension of time (including the basis for such extension), within fifteen (15) calendar days of receipt of the written request from the City. City and Firm agree that if requested by the City, completion of this task shall be included in the Firm's Fee and considered to be within the Scope of Services as defined under this Agreement. 3.1.3 Utilities — Firm shall be responsible for identifying and analyzing the requirements of governmental agencies and all franchise utilities involved with the Scope of Services, and to participate in consultation with said agencies in order to obtain all necessary approvals and/or permissions. The Firm shall be responsible for preparation and timely submittal of documents required for review, approval, and/or recording by such agencies. The Firm shall be responsible for making such changes in the Construction Documents as may be required by existing written standards promulgated by such agencies at no additional charge to City. Substantial Compliance with Architectural Barriers Act --Should the Scope of Services fall within the regulatory requirements of the Texas Architectural Barriers Act (the "Barriers Actti as solely determined by the City, Firm shall comply with the Barriers Act. As part of the Scope of Services, it is the sole responsibility of the Firm to identify and analyze the requirements of the Barriers Act and to become familiar with the governmental authorities having jurisdiction to approve Firm's design and/or construction Services. Firm shall participate in consultations with said authorities in order to obtain approval for such design and/or construction. As part of the Services, the Firm shall obtain the Notice of Substantial Compliance for the Services from the Texas Department of Licensing and Regulation (the "TDLR" ). The Firm shall, without additional compensation, immediately correct any errors, omissions, or deficiencies in the design services and/or construction documents identified by TDLR and/or a Registered Accessibility Specialist ("RAS") at any phase of the Services, either by review of the construction documents, or Inspection of the design at the commencement of construction, during the construction of the work, or at the completion of construction. 3.1.4.1 Submission of Construction Documents to TDLR The Firm shall mall, ship, or hand -deliver the construction documents to TDLR not City of Anna, Toxas —Master Pro(esslonal Services Agreement Page 4 Category H - Ufilily Collection & Distribution 3199870 later than five (5) calendar days after the Firm issues the construction documents for the work. 3.1.4.2 Completion of Registration Form to TDLR — Firm shall complete an Elimination of Barriers Project Registration Form for each subject building or facility within the Scope of Services, and submit the registration form(s) along with the applicable fees not later than fourteen (14) calendar days after the Firm completes the submittal of the construction documents to TDLR. 3.1.4.3 TDLR Approval of Construction Documents. —After review of the construction documents by TDLR, the Firrrt shall be notified in writing of the results; however, it is the Firm's responsibility to obtain TDLR's written comments. The Firm shall address all comments that prevent TDLR approval of the construction documents, including comments relating to Conditional Approval that must be addressed in the design and construction of the work. Firm shall resubmit construction documents to TDLR for review prior to the commencement of construction of the work. 3.1.4.4 TDLR Proiect Inspection —Firm shall request an inspection from TDLR ora TDLR locally approved RAS no laterthan thirty (30) calendar days after the completion of construction of the work. The Firm shall advise the City in writing of the results of each Inspection. City reserves the right to verify the written results with TDLR at any time during design, construction, or at the completion of the work. 3.1.4.5 Corrective Modifications following TDLR Proiect Inspection - When corrective modifications to achieve substantial compliance are required, the TDLR inspector or the RAS shall provide the all a list of deficiencies and a deadline for completing the modifications. Firm shall provide the City with this list within five (5) calendar days of receipt. It is the sole responsibility of the Firm to completely address the deficiencies by the stated deadline or to obtain a written notice of extension from the TDLR. When the corrective measures have been completed, Firm shall provide the TDLR (and/or the RAS who completed the inspection) and the City with written verification of the corrective measures completed. 3.1.4.6 TDLR Notice of Substantial Compliance —TDLR shall provide a Notice of Substantial Compliance to the City after the newly constructed work has had a satisfactory inspection, or Firm has submitted verification of corrective modifications. City and Firm agree that the final five percent (5%) of Firm's Fee, unless expressly stated otherwise in a Project Order, shall not be paid until the City is in receipt of the TDLR's Notice of Substantial Compliance for all components and/or phases of the work. City of Anna, texas —Master Professlanal Services Agreamonl Pago 5 Category H -Utility Collection &Distribution 3199870 3.2 rect Expenses — Direct Expenses are included in the Fimn S Fee as described in Article 3_1 and Include actual reasonable and necessary expenditures made by the Firm and the Firm's Personnel in connection with the Services. All submitted Direct Expenses are to be within the amounts as set forth in the applicable Project Order, and consistent with Exhibit E, City of Anna Guidelines for Direct Expenses, General and Administrative Markup, and Travel and Subsistence Expenses, The Firm shall be solely responsible for the auditing of all Direct Expenses prior to submitting to the City for reimbursement, and shall be responsible for the accuracy thereof. Any over_payment by the City for errors in submittals for reimbursement may be deducted from the Firm's subsequent payment for Services, provided, however this shall not be the City's sole and exclusive remedy for said overpayment. 3.3 Invoices — No payment to Firm shall be made until Firm tenders an invoice to the City. Invoices are to be submitted to City immediately upon completion work as set forth in the applicable Project Order. On all submitted invoices, Firm shall include appropriate background materials and sufficient detail for the City to verify the Services performed and Direct Expenses incurred in support of the submitted charges on said invoice. Such background material shall include employee timesheets, invoices for work obtained from other parties, and receipts and/or log information relating to Direct Expenses. Each invoice shall constitute a representation of the Firm that the proportion of the Services has been fully performed in accordance with this Agreement, that the Direct Expenses have been actually incurred and that payment of the indicated amount has been earned by, and is properly due and payable to, the Firm in accordance with this Agreement. Notwithstanding the presentation of any invoice to the City, the amount reflected thereon shall be due and payable to the Firm only to the extent earned by the Firm in accordance with the terms of this Agreement. All invoices for payment shall provide a summary methodology for administrative markup and/or overhead charges. 3.4 Timing of Pavment —City shall make payment to Firm for said invoices within thirty (30) days following receipt and acceptance thereof. The parties agree that payment by City to Firm is considered to be complete upon mailing of payment by City. Furthermore, the parties agree that the payment is considered to be made and mailed on the date that the payment is postmarked. If the City makes any payment by electronic means, the payment is considered to be made on the date that the City requests and authorizes the payment to be made. 3.5 Disputed Pavment Procedures — In the event of a disputed or contested invoice by City, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. City shall notify Firm of a disputed invoice, or portion of an invoice, in writing by the twenty-first (2151) calendar day after the date the City receives the invoice. The written notice shall include a detailed statement of the amount of the Invoice which is disputed and the City shall provide Firm an opportunity to cure the basis of the dispute. If a dispute is resolved in favor of the Firm, City shall proceed to process said invoice, or the disputed portion of the invoice, within the provisions of Article 3.4. If a dispute is resolved in favor of the City, Firm shall submit to City a corrected invoice, reflecting any and all payment(s) of the undisputed amounts, documenting the credited amounts, and identifying outstanding amounts on said invoice to aid City in processing payment for the remaining balance. Such revised invoice shall have a new invoice number, clearly referencing the previous submitted invoice. City agrees to exercise reasonableness in City of Anna, Texas — Master Professional Services Agreement Page 6 Category H - Utility Collecllon & Distribution 3199870 contesting any invoice or portion thereof that has background materials supporting the submitted charges. 3.ti Failure to Pav —Failure %J the City to pay an invoice, for a reason other than upon written notification as stated In the provisions of Article 3.5 to the shall grant the Firm the right, in addition to any and all other rights provided, to, upon written notice to the City, suspend performance under this Agreement, and such act or acts shall not be deemed a breach of this Agreement. However, Firm shall not suspend performance under this Agreement prior to the tenth (101") calendar day after the Firm gives written notice of suspension to the City, in accordance with Chapter 2251, Subchapter "D" of the Texas Government Code, The City shall not be required to pay any invoice submitted by the Firm if the Firm is in breach of any provisions) of this Agreement. 3.7 Adiusted Compensation — If the Scope of Services or if the Firm's Services are materially changed due to no error on behalf of Firm in the performance of Services under this Agreement, the amounts of the Firm's compensation shall be equitably adjusted as approved by City. Any additional amounts paid to the Firm as a result of any material change to the Scope of the Services shall be authorized by written change order duly executed by both parties before the services are performed. 3.8 Praiect Order Suspension — If the Firm's work is suspended or abandoned in whale or In part for more than three (3) months for reasons that are not wholly or partially the Firm's fault, Firm shall be entitled to compensation for any and all work completed to the satisfaction of City in accordance with the provisions of this Agreement prior to suspension or abandonment. In the event of such suspension or abandonment, Firm shall deliver to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs, and/or any other items prepared by Firm in connection with this Agreement prior to Firm receiving final payment. If the work is resumed after being suspended for more than three (3) months, the Firm's compensation shall be equitably adjusted as approved by the City. Any additional amounts paid to the Firm after the work is resumed shall be agreed upon in writing by both parties before the services are performed. ARTICLE 4 OWNERSHIP OF DOCUMENTS 4.1 Documents Property of the Citv —The Firm's work in connection with the Services is the property of the City, and Firm may not use the documents, plans, data, studies, surveys, drawings, maps, models, reports, photographs, and/or any materials for any other purpose not relating to the Services without City's prior written consent. City shall be furnished with such reproductions of the plans, data, documents, maps, and any other Information as defined in the applicable Project Order. Upon completion of the work, or any earlier termination of this Agreement under Article 3 and/or Article 7, Firm will revise plans, data, documents, maps, and any other information as defined in the applicable Project Order to reflect changes while performing the Services and promptly furnish the same to the City in an acceptable electronic or other format. All such reproductions shall be the property of the City who may use them without the Firm's permission for any purpose relating to the Services, including, but not limited to, completion of the Services, and/or additions, alterations, modifications, and/or revisions to the Services. City of Anna, Texas — Master Professional Services Agreement Page 7 Category H - Utility Collectlon & Distribution 3199870 4.1.1 Wark far Mire— The agreements and obligations set forth in this Article 4.1.1 are supported by the mutual considerations and covenants set forth in this Agreement and also by consideration of the payment of $10.00 by the City to Firm, and other good and valuable consideration, the payment and sufficiency of which is hereby acknowledged. 4.1.1.1 The term "Work" as used in this Section 4.1.1 means the materials created by Firm as part or in furtherance of the Services Including without limitation any and all documents, plans, data, studies, surveys, drawings, maps, models, reports, photographs, assessments, memorandums, appralsals and/or any other materials or copies thereof in any reproducible, tangible, or electronic form or medium. The Work conceived, or originated by Firm or others for the Firm, or on behalf of the Firm, or performed in connection with the Services is and will be of original development by Firm and are to be considered works made for hire as that term is defined in the Copyright Act (17 U.S.C. §101) and shall be the sole and exclusive property of the City, without any consideration paid to Firm beyond that set forth under this Agreement. All rights of Firm with respect to all designs and copyrights, trademarks, trade names, and other proprietary rights relating to the Work are by this Agreement assigned to the City. Firm agrees to promptly support and give all reasonable assistance to enable the City to prepare, file and prosecute any United States or foreign application for all types of design trademark or copyright registrations related to the Work that the City deems appropriate, and Firm will execute all appropriate documents and assignments for such. The City shall have the sole right to determine the treatment of information received from Firm, including but limited to the right to keep the same as a trade secret, to use, disclose, and publish the same with or without prior copyright registration and to file, license or share the same in its own name or the name of an affiliate or to foHow any other procedure that the City may deem appropriate. 4.1.1.2 To the extent that any material produced under this Agreement may not be considered works made for hire, or to the extent tha# Article 4.1.1 or any portion thereof is declared Invalid either in substance or purpose, in whole or In part, Firm agrees to irrevocably transfer, grant, convey, assign, and relinquish exclusively to the City all of Firm's right, title, and interest, including ownership of copyright and patent rights, to any material developed by Firm under this Agreement, without the necessity of further consideration. Firm shall have no right to disclose or use any of the Work for any purpose whatsoever except as expressly set forth in this Agreement. Further, the rights conveyed by this instrument include the right and authority of the City, at its expense, to make timely application for the renewal and extension of any copyright of the Work as allowed by the laws now or later In force in the United States and in any other country. Firm irrevocably constitutes and appoints the City "attorney in fact" to apply for renewal within one year before the expiration of the initial copyright term, and covenants to execute any further instruments that may be necessary to perfect the City's full enjoyment of the renewal right. Clly of Anna, Yexas —Master Professional Services Agreement Page 8 Category H - Utility Collection & DlsUibutlon 3199670 4. Ia1.3 No rights or licenses, expressed or implied, in any other work or other information is granted to Firm by this agreement, and no license, partnership, or assignment of any right, title, or interest is created, granted or implied by the City under this Agreement. 4.1.1.4 Furthermore, Firm acknowledges and agrees that the Work —to the extent permitted by applicable law —is confidential and proprietary trade secret information of the City, and of substantial value to the City. Firm agrees that it will not use the Work in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement. Firm also agrees not to disclose to any third party any part of the Work except as is necessary to perform the Services. Firm will take reasonable precautions at least as stringent as it takes to protect its own most highly confidential and proprietary information to protect the confidentiality of the Work. Firm's breach of this obligation will result in irreparable and continuing damage to the City for which there will be no adequate remedy at law, entitling the City to injunctive relief and a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). 4.1.1.5 Firm affirms that the Work is original, that all statements asserted as facts are based on careful investigation and research for accuracy, that the Work does not, in whole or part, infringe any copyright or violate any right or privacy or other personal or property right whatsoever, that it has not been published or used in total or in part and is not being submitted or considered for publication or use in total or in part elsewhere, and that Firm has full power and authority to enter into this Agreement and to make the grants and transfers contained herein, Subject to any limitations stated in Article 10 of this Agreement, Firm will indemnify, and hold harmless the City, its officials, officers, agents, representatives and anyone directly or indirectly employed by it against damages, losses, and expenses, including attorney's fees and related expenses, arising out of infringement of any rights during or after completion of the Work, and will defend all claims in connection with any alleged infringement of those rights utilizing legal counsel approved by the City. 4.1.1.E The obligations imposed by this Article 4.1.1 shall remain in effect indefinitely and shall survive any termination or expiration of the Agreement, whether by expiration of time, operation of law or otherwise. 4.2 Documents Subiect to Laws Regarding Public Disclosure —Firm acknowledges that City is a governmental entity and that all documents, plans, data, studies, surveys, drawings, maps, models, reports, photographs, and/or any items prepared or furnished by Firm (and Firm's Personnel) under this Agreement are property of the City and upon completion of the Services shall thereafter be subject to the Texas Public Information Act (Texas Government Code, Chapter 552) the ("PIA") and exceptions to the PiA and any other applicable laws requiring public disclosure of the information contained in said items. City of Anna, Texas — Mastar Professional Services Agreamenl Page 9 Category H -Utility Collection & Dislri6uUon 3199870 ARTICLE 5 FIRM'S INSURANCE REQUIREMENTS 5.1 Required General Liability Insurance —Consistent with the terms and provisions of Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no expense to City, a general liability (errors and omissions) Insurance policy with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount not less than One Million and 00/100 Dollars ($1,000,000.00) for each occurrence, and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate. Such policy shall name the City, its past, present and future officials, officers, agents, representatives, and employees as additional insureds as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to City at least thirty (30) days prior to cancellation or non -renewal of any policies. In the event that there is a material modification to such policy, Firm shall provide written notice of such modification to City at least thirty (30) days prior to such material modification. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. 5.2 Required Professional Liability Insurance —Consistent with the terms and provisions of Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no expense to City, a professional liability (errors and omissions) insurance policy with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount not less than One Million and 00/100 Dollars ($1,000,000,00) for each occurrence, and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate. Such policy shall name the City, its past, present and future officials, officers, agents, representatives, and employees as additional insureds as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to City at least thirty (30) days prior to cancellation or non -renewal of any policies. In the event that there is a material modification to such policy, Firm shall provide written notice of such modification to City at least thirty (30) days prior to such material modification. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. 5.3 Required Workers Compensation Insurance —Consistent with the terms and provisions of Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no expense to City, all Statutory Workers Compensation Insurance as required by the laws of the State of Texas. Such insurance policy shall be with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent service(s), and authorized to transact business in the State of Texas. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to City at least thirty (30) days prior to cancellation, non -renewal, or material modification of any policies. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. City of Anne, Texas — Master Professional Services Agreement Page 10 Category H • Utility Collection & Distribution 3199870 5.4 Required Umbrella Coverage or Excess Liability Coverage — Firm shall maintain, at no expense to the City, an umbrella coverage or excess liability coverage insurance policy with a company that maintains a minimum rating of "A" by At Best's Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount of Two Million and 00/100 Dollars ($2,000,000.00). Consistent with the terms and provisions of Exhibit F, such policy shall name the City, its past, present and future officials, officers, agents, representatives, and employees as additional insureds as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the City for Injuries, including death, property damage, or any other loss to the extent that the same Is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to the City at least thirty (30) days prior to cancellation, non -renewal, or material modification of any policies, evidenced by return receipt or United States Certified Mail. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. 5.5 Circumstances Requiring Explosion, Collapse, Underground Property Coverage — If the Scope of Services warrant, and if Identified on the checklist located in Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no expense to the City, an explosion, collapse, underground coverage policy with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount of Two Million and 00/100 Dollars ($2,000,000.00). Consistent with the terms and provisions of Exhibit F, such policy shall name the City, its past, present and future officials, officers, agents, representatives, and employees as additional insureds as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that the same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to the City at least thirty (30) days prior to cancellation, non -renewal, or material modification of any policies, evidenced by return receipt or United States Certified Mail. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. ARTICLE 6 FIRM'S ACCOUNTING RECORDS Records of Direct Expenses and expenses pertaining to work pertormed in conjunction with the Services shall be kept on the basis of generally accepted accounting principles. Invoices will be sent to the City as indicated in Article 3. Copies of employee time sheets, receipts for direct expense items and other records of expenses will be included in the monthly invoices. ARTICLE 7 AUDITS AND RECORDS / COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS AND CiTY CHARTER The Firm agrees that at any time during normal business hours and as often as the City may deem necessary, Firm shall make available to representatives of the City for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the City to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, and Clty of Anna, Texas —Master Professional Services Agreement Page 11 Category H -Utility Collecllon 8 D stribulion 3199670 for a period of four(4) years from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. The Firm agrees that it is aware of the Compliance with Federal, State, Local Laws and City Charter requirements as set forth in Exhibit G, and is in compliance therewith. Firm agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of Firm shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit H and incorporated herein for all purposes. ARTICLE 8 TERMINATION OF AGREEMENT / REMEDIES City may, upon thirty (30) days written notice to Firm, terminate this Agreement or any Individual Project Order, for any reason or no reason at all, before the termination date hereof, and without prejudice to any other remedy it may have. If City terminates this Agreement or a Project Order due to a default of and/or breach by Firm and the expense of finishing the Services exceeds the Firm's Fee at the time of termination, Firm waives its right to any portion of Firm's Fee as set forth in Article 3 herein and agrees to pay any costs over and above the fee which the City is required to pay in order to finish the Services. On any default and/or breach by Firm, City may elect not to terminate the Agreement or a Project Order, and in such event it may make good the deficiency in which the default consists, and deduct the costs from the Firm's Fee that would otherwise be due to Firm as set forth in Article 3 herein. If City terminates this Agreement and Firm is not in default of the Agreement or a Project Order, Firm shall be entitled to compensation for any and all work completed to the satisfaction of the City in accordance with the provisions of this Agreement prior to termination. In the event of any termination, Firm shall deliver to City all finished and/or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any items prepared by Firm in connection with this Agreement prior to Firm receiving final payment. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. ARTICLE 9 DISPUTE RESOLUTION /MEDIATION In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or dispute arising out of or relating to the interpretation or performance of this Agreement, or breach thereof, by voluntary, nonbinding mediation to be conducted by a mutually acceptable mediator. ARTICLE 40 INDEMNITY FIRM SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND IT5 PAST, PRESENT AND FUTURE OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES (COLLECTIVELY, Clly of Anna, Texas —Master Professional Services Agreement Page 12 Category H -Utility Collection & Dlstribullon 3199870 "INDEMNIFIED PARTIES") FROM AND AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS, PROPERTY DAMAGES (INCLUDING LOSS OF USE, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES INCURRED IN ENFORCING THIS INDEMNITY), CAUSED BY THE NEGLIGENT, GROSSLY NEGLIGENT, AND/OR INTENTIONAL ACT AND/OR OMISSION OF FIRM, ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, LICENSEES, INVITEES OR ANY OTHER THIRD PARTIES FROM WHOM FIRM IS LEGALLY RESPONSIBLE, IN ITS/THEIR PERFORMANCE OF THIS AGREEMENT AND/OR ARISING OUT OF GOODS AND/OR SERVICES PROVIDED BY FIRM PURSUANT TO THIS AGREEMENT, REGARDLESS OF THE JOINT OR CONCURRENT NEGLIGENCE OF THE CITY (COLLECTIVELY, "CLAIMS"). THIS INDEMNIFICATION PROVISION AND THE USE OF THE TERM "CLAIMS" IS ALSO SPECIFICALLY INTENDED TO APPLY TO, BUT NOT LIMITED TO, ANY AND ALL CLAIMS, WHETHER CIVIL OR CRIMINAL, BRQUGHT AGAINST CITY BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED TO ANY PERSON PROVIDING SERVICES UNDER THIS AGREEMENT THAT ARE BASED ON ANY FEDERAL IMMIGRATION LAW AND ANY AND ALL CLAIMS, DEMANDS, DAMAGES, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, EXISTING OR CLAIMED TO EXIST, RELATING TO OR ARISING OUT OF ANY EMPLOYMENT RELATIONSHIP BETWEEN FIRM AND ITS EMPLOYEES OR SUBCONTRACTORS AS A RESULT OF THAT SUBCONTRACTOR'S OR EMPLOYEE'S EMPLOYMENT AND/OR SEPARATION FROM EMPLOYMENT WITH THE FIRM, INCLUDING BUT NOT LIMITED TO ANY DISCRIMINATION CLAIM BASED ON SEX, SEXUAL ORIENTATION OR PREFERENCE, RACE, RELIGION, COLOR, NATIONAL ORIGIN, AGE OR DISABILITY UNDER FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION, AND/OR ANY CLAIM FOR WRONGFUL TERMINATION, BACK PAY, FUTURE WAGE LOSS, OVERTIME PAY, EMPLOYEE BENEFITS, INJURY SUBJECT TO RELIEF UNDER THE WORKERS' COMPENSATION ACT OR WOULD BE SUBJECT TO RELIEF UNDER ANY POLICY FOR WORKERS COMPENSATION INSURANCE, AND ANY OTHER CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE, FIRM IS EXPRESSLY REQUIRED TO DEFEND CITY AGAINST ALL SUCH CLAIMS; PROVIDED, HOWEVER, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE CITY (WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY) HAS JOINT, CONCURRENT OR SOLE NEGLIGENCE FOR THE CLAIMS, IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS ("JUDGMENT"), THEN FIRM IS NOT REQUIRED TO INDEMNIFY OR DEFEND THE CITY TO THE EXTENT OF THE NEGLIGENCE APPORTIONED TO THE CITY. IN THE EVENT THE JUDGMENT PROVIDES THAT CITY IS JOINTLY, CONCURRENTLY OR SOLELY NEGLIGENT FOR THE CLAIMS REFERRED TO THEREIN, CITY AGREES TO REIMBURSE FIRM FOR ALL REASONABLE AND NECESSARY COSTS INCURRED AND PAID BY FIRM THAT ARE ATTRIBUTABLE TO CITY'S PERCENTAGE OF JOINT, CONCURRENT OR SOLE NEGLIGENCE, AS SET FORTH IN THE JUDGMENT, INCLUDING REASONABLE AND NECESSARY ATTORNEY'S FEES AND EXPENSES, WITHIN SIXTY (60) DAYS City of Anna, Texas —Master Professional Services Agreement Page 13 Category H -Utility Collection 8 DIsVi6uUon 3199870 OF THE DATE THE JUDGMENT BECOMES FINAL AND NON -APPEALABLE. NOTWITHSTANDING THE FOREGOING, IF THIS AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES, THEN FIRM'S INDEMNITY AND DEFENSE OBLIGATIONS UNDER THIS ARTICLE 10 ARE LIMITED BY, AND TO BE READ AS COMPLYING WITH, SECTION 2719904 OF THE TEXAS LOCAL GOVERNMENT CODE, SUCH THAT THE FIRM SHALL: (1) DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES AGAINST LIABILITY FOR DAMAGE TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTS FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE 70 PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE FIRM OR THE FIRM'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE FIRM EXERCISES CONTROL, AND (2) REIMBURSE THE CITY'S REASONABLE ATTORNEY'S FEES IN PROPORTION TO THE FIRM'S LIABILITY. IN ITS SOLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE QR SELECT DEFENSE COUNSEL TO BE RETAINED BY FIRM IN FULFILLING ITS OBLIGATION HEREUNDER TO DEFEND AND INDEMNIFY CITY, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. CITY RESEfZVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE; HOWEVER, CITY IS UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY CITY IS NOT TO BE CONSTRUED AS A WAIVER OF FIRM'S OBLIGATION TO DEFEND CITY OR AS A WAIVER OF FIRM'S OBLIGATION TO INDEMNIFY CITY PURSUANT TO THIS AGREEMENT. FIRM SHALL RETAIN CITY -APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF CITY'S WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF FIRM FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, CITY SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND FIRM SHALL BE LIABLE FOR ALL COSTS INCURRED BY CITY. THE RIGHTS AND OBLIGATIONS CREATED BY THIS ARTICLE SHALL SURVIVE TERMINATION OF THIS AGREEMENT, ARTICLE 11 NOTICES Firm agrees that all notices or communications to City permitted or required under khis Agreement shalt be delivered to City at the following addresses: Jim Proce City Manager City of Anna P.O. Box 776 Anna, TX 75409-0776 Mandatory copy to. Wolfe, Tidwell & McCoy, LLP City of Anna Attorney Glty of Anna, Texas — Master Professional Services Agreement Page 14 Category H - Utility Collection & Distribution 3199870 2591 Dallas Pkwy, Suite 300 Frisco, Texas 75034 City agrees that all notices or communication to Firm permitted or required under this Agreement shall be delivered to Firm at the following addresses: FREESE & NICMOLS ATTN: CLAYTON BARNARD 5805 MAIN ST. SUITE B FRISCO, TX 75034 Any notice provided in writing under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. All notices or communication required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is postmarked and deposited in the U.S. mail with proper postage by the sending party. Each party may change the address to which notice may be sent to that party by giving notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 12 MISCELLANEOUS 12.1 Complete Agreement —This Agreement, including the exhibits hereto labeled "A"through "H," all of which are incorporated herein for all purposes, constitute the entire Agreement by and between the parties regarding the subject matter hereof and supersedes all prior and/or contemporaneous written and/or oral understandings. This Agreement may not be amended, supplemented, and/or modified except by written agreement duly executed by both parties. The following exhibits are attached below and made a part of this Agreement: 12.1.1 Exhibit A, Professional Services Project Order Form 12.1.2 Exhibit B, City RFQ Categgory H -Utility Collection &Distribution and Firm Response dated: 7/2/2021 12.1.3 Exhibit C, City of Anna Benchmarks (as amended) httg://www.Annatexas.gov/departments/planning/benchmarks.ohp . 12.1.4 Exhibit D, City of Anna Guidelines for Computer Aided Design and Drafting {CADD}. Per industry standards. 12.1.5 Exhibit E, City of Anna Guidelines for Direct Expenses; General and Administrative Markup; Travel and Subsistence Expenses. 12.1.E Exhibit F, City of Anna Contractor Insurance Requirements, 12.1.7 Exhibit G, City of Anna Compliance with Federal, State, Local Laws and Ciiy Charter City of Anne, Texas — Masler Professional Services Agreement Page 15 Category H -Utility Collection & Disltibut(on 319987Q 12.1.$ Exhibit H, Conflict of Interest Questionnaire, Form CIQ. To the extent that Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G or Exhibit H are in conflict with provisions of this Agreement or each other, the provisions of this Agreement, then the provisions of Exhibit A, Exhibit C, Exhibit D, Exhibit E, Exhi it F, Exhibit G, Exhibit H or Exhibit B shall prevail in that order. 12.4 Severability - In the event of a term, condition, or provision of this Agreement is determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of this Agreement shall remain in full force and effect as if such invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 12.5 Governins� Law/Venue —This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. The exclusive venue for any action arising out of this Agreement shall be a court of appropriate jurisdiction in Collin County, Texas. 12.6 Execution 1 Consideratian —This Agreement is executed by the parties hereto without coercion or duress for any substantial consideration, the sufficiency of which is forever confessed. 12.7 Authority —The individuals executing this Agreement on behalf of the respective parties below represent to each other that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the other party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. 12.8 Waiver —Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance. 12.9 Headinus —The headings of the various sections of this Agreement are included solely for convenience of reference and are not to be full or accurate descriptions of the content thereof. 12.10 Multiple Counteraarts —This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for a!I purposes. An electronic mail and/or facsimile signature will also be deemed to constitute an original if properly executed and delivered to the other party. 12.11 Immunity The parties acknowledge and agree that, in executing and performing this Agreement, City has not waived, nor shall be deemed to have waived, any defense or immunity, including governmental, sovereign and official immunity, that would otherwise be available to it against claims arising in the exercise of governmental powers and Clty of Anna, Texas — Mastor Proresslonal Services Agreement Page 16 Category H -Utility Collection & Dlstribulion 3199870 functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein. 12.12 Attornev's Fees — If either party files any action or brings any proceeding against the other arising from this Agreement, then as between City and Firm, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, reasonable and necessary attorney's fees and litigation expenses both at trial and on appeal, subject to the limitations set forth in TEx, Loc. Gov'T CODE § 271.153, as it exists or may be amended, if applicable. 12.13 Additional Representations —Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had the opportunity to confer with its counsel. 12.14 Independent Contractor — In performing this Agreement, Firm and Firm's Personnel shall act as an independent contractor with respect to City. In no event shall this Agreement be construed as establishing a partnership, joint venture or similar relationship between the parties and nothing herein shall authorize either party to act as agent for the other. Firm shall be liable for its own debts, obligations, acts and omissions, including the payment of all required withholding, social security and other taxes and benefits with respect to all of Firm's officers, directors, partners, employees and representatives, who shall not be considered City employees and shall not be eligible for any employee benefit plan offered by City. At no time shall the City have any control or direction, direct or indirect, over the Firm's means, methods, sequences, techniques, procedures, supervision, subcontractors or other undertakings utilized to perform the Services. 12.15 Miscellaneous Drafting Provisions —This Agreement shall be deemed drafted equally by all parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any party shall not apply. 12.16 Na Third Party Beneficiaries —Nothing in this Agreement shall be construed in create any right in any third parry not a signatory to this Agreement, and the parties do not intend to create any third party beneficiaries by entering into this Agreement. 12.17 Duty to Facilitate Compliance with Public Information Act ( a) The obligations in this section apply if this Agreement (1) has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by City; or (2) results in the expenditure of at least $1 million in public funds for the purchase of goods or services by City in a fiscal year of the Anna City Council. {b} If this Agreement is described in subsection (a) above, Firm shall comply with the following obligations, which are set forth in Subchapter J, Chapter 552, Texas Government Code. (1) preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to Anna for the duration of this Agreement; City arAnna, Texas — Master Professional Services Agreement Page 17 Category H -Utility Collection &Distribution 3199870 (2) promptly provide to Anna any contracting information related to this Agreement that is in the custody or possession of Firm on request of Anna; and (3) on completion of this Agreement, either: (1) provide at no cost to City all contracting Information related to the contract that is in the custody or possession of Firm; or (2) preserve the contracting information related to this Agreement as provided by the records retention requirements applicable to City. (c) As used in this provision, the term "contracting information" shall have the same meaning as that term is defined in Section 552,003, Texas Government Code, as amended. (d) The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and the Firm agrees that this Agreement can be terminated if the Firm knowingly or intentionally fails to comply with a requirement of that subchapter. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest day as reflected by the signatures below. Effective Date: July 27, 2021 CITY: Jim oc�, C ty M Hager Date: I 15 1 FIRM: FREESE & NICHOLS Clayton Barnard, Vice President Date: September 1, 2021 Clly of Anna, Texas — Masler Professional Services Agreement Page 18 Cal©gory H -Utility Coll©ctlon & ❑istribulinn 3188870 STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Jim Proce, known to me to be the person whose name is subscribed to the foregoing Instrument and acknowledged to me that he executed the same for the purpose and consideration expressed, and In the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ¢`day of Not�(ry Public Ir My commission _��°'� °�e,^ JOANNA GOLLEHER Notary ID #128310086 My Commission Expires June 4, 2025 STATE OF COUNTY OF �Q BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared, known to me to be the person whose name is subscribed to the for oing i strument and acknowledged to me that he/she executed the same for the purpose and consideration expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this Ly day of , 20N. APRIL DENISE CRANE * � * Natary Public, State of Texas Comm. Expires 02-02.2024 Notary ID12300507.6 nry Pii)lic In and For the State of commission expires: City of Anna, Toxas — Maslar Professional Services Agroemenl Page 19 Calogory H • Ulilily Collection &Distribution 3199870 EXHIBITS to MASTER AGREEMENT FOR PROFESSIONAL SERVICES EXHIBIT A PROFESSIONAL SERVICES PROJECT ORDER FORM: individual "Professional Services Project Orders" will be issued for each project. Sample PSPO is included in the City's RFQ, EXHIBIT B CITY RFQ and FIRM RESPONSE Exhibit B-1: City RFQ (on file with the City Purchasing Department) Exhibit B-2: Firm's Response (on file with the City Purchasing Department} EXHtBlT C CITY OF ANNA GUIDELINES FOR SURVEYING AND BENCHMARKING City of Anna Benchmarks (as amended) EXHIBIT D CITY OF ANNA GUIDELINES FOR COMPUTER AIDED DESIGN AND DRAFTING (CADD) Per industry standards City of Anna, Texas —Master Profossional Services Agreement Page 20 Category M - UUliry Golleclion &Distribution 3199B70 EXHIBIT E CITY OF ANNA GUIDELINES FOR DIRECT EXPENSES; GENERAL AND ADMINISTRATIVE MARKUP; TRAVEL AND SUBSISTENCE EXPENSES I. FIRM'S RESPONSIBILITY. The Oliva shall be solely responsible far the auditing of all direct expense, approved markup (general and/or administrative), and approved travel and/or subsistence charges, including those to be included under a sub -contract, prior to the City for reimbursement, and Firm shall be responsible for the accuracy thereof. Any overpayment by the City for errors in submittals for reimbursement may be deducted from the Firm's subsequent payment(s) for services; however, this shall not be the City's sole and exclusive remedy for said overpayment. II. GUIDELINES FOR DIRECT EXPENSES. A. Local Transportation —Transportation in connection with the Services, when such transportation is not a function of routine performance of the duties of the Firm in connection with the Services, and when such transportation exceeds beyond fifty (50) miles from the Services site, shall be reimbursed at a standard mileage rate consistent with that as issued, and periodically revised, by the United States Internal Revenue Service (IRS). Under no circumstances shall City reimburse Firm at a higher standard mileage rate or pay additional markup on charges for local transportation. Completion of City's Standard Mileage Log is required for submittal of these charges for reimbursement, including justification for each submitted expense. Under no circumstances are charges associated with rental cars for local transportation eligible for reimbursement by City. Toll road subscriptions or toll plaza receipts are not reimbursable. Firm agrees to place these standards In all subcontracts for work on the Services. B. Supplies. Material, Equipment —City shall reimburse the actual cost of other similar direct Services -related expenses, which are duly presented in advance and approved by City's Project Manager in writing. C. Commercial Reproduction —City shall reimburse the actual cost of reproductions, specifically limited to progress prints prepared for presentation to City at each phase of progress, and final Construction Documents prepared for distribution at bidding phase, provided that the Firm has duly obtained at least three (3) quotations from commercial firms and has chosen the best value for the City. Firm shall provide such documentation to City for review prior to submitting these expenses for reimbursement. Firm agrees to place these standards in all subcontracts for work on the Services. D. In -House Reproduction -Firm shall make arrangements with the City for prior approval of in- house reproduction rates prior to submitting these expenses for reimbursement. City shall provide Firm with a standard format for documenting these charges. Completion of the City's reproduction log is required as a prerequisite for payment, including the number or reproductions, the date, time, description, the approved standard rate, and a justification for each submitted expense for reimbursement. Firm agrees to place these standards in all subcontracts for work on the Services. E. Commercial Plotting — Clry shall reimburse the actual cost of plots, specifically limited to final documents, provided the Firm has duly obtained at least three (3) quotations from commercial firms and has chosen the best value for the City. Firm shall provide such documentation to City for review prior to submitting these expenses for reimbursement. Firm agrees to place these standards In all subcontracts for work on the Services. F. In -House Plotting —Firm shall make arrangements with City for prior written approval of in-house plotting rates prior to submitting these charges for reimbursement. City shall provide Firm with a standard format for documenting these charges. Completion of the City's reproduction log is City of Anna, Texas —Master Professional Services Agreement Page 21 Category H -Utility Collection 8 DisUibuUon 319987t) required as a prerequisite for payment, Including the number of plots, the date, time, description, the approved standard rate, and a justification for each submitted charge for reimbursement. G. Communications —Reimbursement for expenses relating to electronic communications shall be limited to long-distance telephone or fax toll charges specifically required in the discharge of professional responsibilities related to the Services. Telephone service charges including office or cellular phones, WATTS, or Metro line services or similar charges are not reimbursable. H. Postage, Mail, and Delivery Service —City shall reimburse the actual cost of postage and delivery of Instruments of Service, provided the Firm duly considers all circumstances (including available time for assured delivery) of the required delivery and selects the best value for the City, which may require comparison of delivery costs offered by three (3) or more sources or methods of delivery, which at a minimum shall include U.S. Mail. Courier service is acceptable only in circumstances requiring deadline -sensitive deliveries and not for the convenience of the Firm and/or the Firm's employees. Firm agrees to place these standards in all subcontracts for work on the Services. I. Meals and Other Related Chases —Meals ar any other related expenses are not reimbursable unless incurred outside a fifty (50) mile radius of the Service site, and then only reimbursable for the actual cost subject to compliance with the City's currently adopted policy. Non -allowable costs include, but are not limited to, charges for entertainment, alcoholic beverages, and gratuities. Ill. GUIDELINES FOR GENERAL AND ADMINISTRATIVE MARKUP. 1. Reauirement of Prior Approval —Firm may be allowed to charge a General and/or Adm inistrative Markup on work completed if Firm can clearly define to City specifically what costs are included in the markup calculation. To apply General and/or Administrative Markup, Firm must also document to City what costs would be considered direct costs. City shall issue approval In writing to allow Firm to charge General and/or Administrative Markup. City reserves the right to reject any and all requests for General and/or Administrative Markup. IV. GUIDELINES FOR TRAVEL AND SUBSISTENCE EXPENSES. 1. Reauirement of Prior Approval —City shall reimburse the actual cost of travel and/or subsistence expenses upon prior written approval by the City's Project Manager. 2. Adherence to Currently Adopted Citv Travel Policy, —Reimbursements shall be governed by the same travel policies provided for City employees according to current adopted policy. Prior to the event, Firm shall request, and the City's Project Manager shall provide the provisions and the restrictions that apply to out-of-town reimbursements. END OF SECTION City of Anna, Toxas —Master Profess(onal Services Agreement Page 22 Category H -Utility Collection &Distribution 3199870 EXHIBIT F CITY OF ANNA CONTRACTOR INSURANCE GUIDELINES I. Requirement of Insurance — A. All required insurance policies shall name the City, its past, present, and future officials, officers, agents, representatives, and employees as additional insured as to all applicable coverage with the exception of workers compensation insurance and professional liability insurance. B. Such policies shall require the provision of written notice to City at least thirty (30) days prior to cancellation, non -renewal, or material modification of any policies C. Such policies shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of the insurance. II. Insurance Company Qualification —All insurance companies providing the required insurance shall be authorized to transact business in the State of Texas, and shall have a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s). III. Certificate of Insurance — A Certificate of Insurance and applicable endorsements evidencing the required insurance shall be submitted with the contractor's bid or response to proposal. If the contract is renewed or extended by the City a Certificate of Insurance and applicable endorsements shall also be provided to the City prior to the date the contract is renewed or extended. Insurance Checklist — "X" means that the following coverage is required for this Agreement. Coples of all endorsements for each policy required. Coverage Required X 1. Worker's Compensation & Employer's Liability X 2. General Liability _ 3, XCU Coverage X 4. Professional Liability X Umbrella Coverage or Excess Liability Coverage Ltmlts ■ Statutory Limits of the State of Texas ■ Minimum $ 1,000,000.00 each occurrence; • Minimum $1,000,000.00 per occurrence; ■ Minimum $ 2,000,000.00 aggregate. • Minimum $ 1,000,000.00 each occurrence; ■ Minimum $ 2,000,000,00 in the aggregate. • An amount of $ 2,000,000.00. X 6. City and its past, present, and future officials, officers, agents, representatives, and employees named as additional insured on General Liability Policy and Umbrella or Excess Liability Coverage. Th(s coverage is primary to all other coverage the City may possess. Clly or Anna, Texas —Master Professional Services Agreement Page 23 Category H -Utility Collection 8 �lstribullon 3199870 X 7. General Liability Insurance provides for a Waiver of Subrogation against the City for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the Insurance. All insurance policies that are required to name the City as an additional insured must be endorsed to read as primary and non-contributory coverage regardless of the application of other insurance. X $. Thirty (30) days notice of cancellation, non renewal, or material change required. X 9, Insurance company has a minimum rating of "A° by A.M. Best's Key Rating Guide, or other equivalent rating service(s). X 10. Each Policy and Certificate of Insurance must state the project title and Professional Service Project Order number. ,_ 11. Other Insurance Requirements (Slate Below): END OE SECTION Ctty of Anna, Toxas —Master Professional Services Agreement Page 24 Category H -Utility Collection 8 Distribution 3199870 EXHIBIT G COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER 6y submitting a response to the solicitation and entering into a contract with the City, the Firm hereby verifies and certifies that he/she/it is in compliance with all applicable federal, state and local laws, and the City Charter, The Firm also certifies the following: CERTIFICATION OF ELIGIBILITY The bidder/proposer certifies that at the time of submission, he/she/it is not on the Federal Government's list of suspended, Ineligible, or debarred contractors. In the event of placement on the list between the time of bidJproposal submission and time of award, the bidder/proposer will notify the City of Anna Purchasing Agent, Failure to do may result in terminating this contract for default. DISCLOSURE OF INTERESTED PARTIES (Form 12951 By submitting a bid or proposal in response to this solicitation, the bidder/proposer agrees to comply with Texas Government Code Section 2252.908, Bidder/proposer agrees to provide the City of Anna Finance Department, and/or requesting department, the "Certificate of Interested Parties," FORM 1295 as required, with in ten (10) business days from notification of award, renewal, amended or extended contract. Visit https://www,ethics.state,tx,us/whatsnew/elf info form1295.htm for more information. The bidder/proposer certifies that he/she/it is in compliance with all provisions of Immigration and Nationality Act ("INA") and Immigration Reform and Control Act of 1986 ("IRCA") in regards to his/her/its employees/laborers and that employment eligibility has been verified by the bidder/proposer for all persons who will provide services to City. COMPLIANCE INDEMNIFICATION: INCONSIDERATION FOR THE AGREEMENT BETWEEN CONTRACTOR AND THE CITY OF ANNA, VENDER AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY OF ANNA AND ITS PAST, PRESENT, AND FUTURE OFFICIALS, OFFICERS, COUNCIL MEMBERS, REPRESENTATIVES, AGENTS AND EMPLOYEES ("INDEMNIFIED PARTIES") FROM ANY AND ALL CLAIMS, WHETHER CIVIL OR CRIMINAL, BROUGHT AGAINST THE CITY OF ANNA BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED TO ANY PERSON OR ENTITY PROVIDING SERVICES BY, THROUGH OR UNDER VENDOR'S AGREEMENT WITH THE CITY OF ANNA THAT ARE BASED ON ANY FEDERAL IMMIGRATION LAW, INCLUDING BUT NOT LIMITED TO INA AND IRCA. NOTWITHSTANDING THE FOREGOING, IF THE AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES, THEN VENDOR'S INDEMNITY AND DEFENSE OBLIGATIONS UNDER ARE LIMITED BY, AND TO BE READ AS COMPLYING WITH, SECTION 271 W904 OF THE TEXAS LOCAL GOVERNMENT CODE, SUCH THAT THE VENDOR SHALL; (1) DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES AGAINST LIABILITY FOR DAMAGE TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTS FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE 7O PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE VENDOR OR THE VENDOR'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE VENDOR EXERCISES CONTROL; AND (2) REIMBURSE THE CITY'S REASONABLE ATTORNEY'S FEES IN PROPORTION TO THE VENDOR'S LIABILITY. NO PROHIBITED INTEREST IN of Anna, Texas —Hasler Professional Services Agreement Page 25 Category H - UIllity Golleclion & DislnbuUon 3199870 EXHIBIT G CONIPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER I, the undersigned, declare and affirm that no person or officer of the submitting firm or its partners are either employed by the City of Anna or is an elected official of the City of Anna and who has a financial interest, direct or indirect, in any contract with the City of Anna or has a financial interest, directly or indirectly, in the sale to the City of Anna of any land, or rights or interest in any land, materials, supplies or service. As per Section 11.02 of the Anna City Charter, interest represented by ownership of stock by a City of Anna employee or official is permitted if the ownership amounts to less than one (1) per cent of the corporation stock. I further understand and acknowledge that the existence of a prohibited interest at any time during the term of this contract will render the contract voidable. DISCLOSURE OF CERTAIN RELATIONSHIPS Chapter 176 of the Texas Local Government Code requires that any vendor or person considering doing business with a local government entity disclose in the Questionnaire Form CIQ, the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. By law, this questionnaire must be filed with the records administrator of The City of Anna no later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176,006, Local Government Code. A person commits an offense if the person violates Section 176,006, Local Government Code. An offense under this section is a Class C misdemeanor. By submitting a response to this request, the vendor represents that it is In compliance with the requirements of Chapter 176 of the Texas Local Government Code. Form is attached to the bid specifications and to this Agreement as Exhibit H. DISCLOSURE OF COMMERCIAL OR SOCIA! RELATIONSHIP WITH ISRAEL Section 2271.002, Texas Government Code: the Firm entering into a contract with the City verifies that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract and any subsequent renewals. DISCLOSURE OF BUSINESS RELATIONSHIPS WITH IRAN, SUDAN OR A FOREIGN TERRORIST ORGANIZATION Section 2252.153 or Section 2270.0201, Texas Government Code: provides that the City may not enter into a governmental contract with" (1) a Firm that is identified on a list prepared and maintained by the comptroller and that does business with Iran, Sudan, or a foreign terrorist organization; or (2) a company that the United States government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, its federal sanctions regime relating to Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to contract prohibition under this subchapter. Authorized Representative: Company Name: Freese and Nichols, Inc Date: September 1, 2021 Printed Name: Clayton C. Barnard City of Anna, Toxas —Master Professional Services Agreement Page 2ti Category H -Utility Collection & Distnbulion 3199870 EXHIBIT G COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER Title: Principal/ Vice President Signature: SWORN AND SUBSCRIBED to before me this Eday of , 20 to certify with witness my hand and official seal_ APRIL DENISE CRANE * * Notary Pubtk, 5tatd of Texas Comm. Explres02-02.202a Notar�ylD 12300507-6 Public`in and for the State of City of Anna, Texas —Master Protesstonal Services Agreement Page 27 Category H - Ulilily Collection &Distribution 3199870 EXHIBIT H CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ CONFLICT OF INTEREST GIUESTIONNAIRE For vendor doing business with local govemrtrental entity Name of vendor tNa ttA3 abuunesa relstlo+atfyf vrtef local gerez11r1xntsl er1Wy. N/A tJtntfa of Ortca FORM CIQ A. b Yet efe local g>Ktrrvnenl ottieer or a farnly mtmoer of the deicer recenrYfg a likely le reedve taxab8 Irfoortfe, otltet ciao Investmem Ircarfe, trap the vender? F7 No B. h the vendor retching Or likely to rceiee taraCle ifearne. other etas InveaUftenl Intbme. Aem a N the d rettlon d the Iota! pwernmem ottrxr Of a tamdj nfemhd m nfe otlloer AND the tanble ntome is not received 4em the led gtrvemrnen7al ensly7 OYes F'j No ❑Cheek this Hez a irfe vendor has given the bcet powxnmcrfl aftlmr or a Lamy member d the ofriecr one or more grits as de�strlbed to 5ecliaf 179,DD�{aN�i@I. cndtaling gins ddnllfed in Section 17t1.OD�(e•f i September 1, 2021 wax emits alai tr.l � w Ctty of Anna, Texas —Master Professional Services Agreement Page 2i3 Category H -Utility Collection &Distribution 3199870 EXHIBIT C PROJECT FEE SCHEDULE EXHIBIT C PROJECT COMPENSATION SCHEDULE / HOURLY RATES Compensation to FNI for Basic Services in Attachment SC shall be the lump sum of Eight Hundred Thirty Thousand Dollars ($8301000). Compensation to FNI for Speclai Services in Attachment SC shall be computed on the basis of the following Schedule of Charges, but shall not exceed Two Hundred Eighty One Thousand Nine Hundred Sixty Five Dollars ($281,965). If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services described as Additional Services in Attachment SC, FNI will notify OWNER for OWNER's approval before proceeding. Additional Services shall be computed based on the following Schedule of Charges. Houriv Rate Position Min max Professional 1 89 157 Professional2 117 183 Professional3 112 256 Professlonal4 177 267 Professionals 210 375 Professional6 227 443 Construction Manager 1 111 144 Construction Manager 2 97 185 Construction Manager 3 142 174 Construction Manager 4 166 227 Construction Manager 5 205 286 Construction Manager 6 253 322 Construction Representative 1 90 92 Construction Representative 2 93 101 Construction Representative 3 106 170 Construction Representative 4 123 194 CAD Technician/Designer 1 73 154 CAD Technician/Designer 2 120 179 CAD Technician/Designer 3 157 228 Corporate Project Support 1 61 125 Corporate Project Support 2 80 199 Corporate Project Support 3 126 298 Intern / Coop 53 90 Rates for In -House Services and Eouipment Mileage Bulk Printing and Reproduction Equipment Standard IRS Rates B&W Color Valve Crew Vehicle (hour) $75 Small Format (per copy) $0.10 $0.25 Pressure Data Logger (each) $200 Technology Charge Large Format (per sq. ft.) Water Quality Meter (per day) $100 $8.50 per hour Bond $0.25 $0.75 Microscope (each) $150 Glossy / Mylar $0.75 $1.25 Pressure Recorder (per day) $100 Vinyl / Adhesive $1.50 $2.00 Ultrasonic Thickness Guage (per day) $275 Coating Inspection Kit (per day) $275 Mounting (per sq. ft.) $2.00 Flushing / Cfactor (each) $500 Binding (per binding) $0.25 Backpack Electrofisher(each) $1,000 SurvevGrade Standard Drone (per day) $200 $100 GPS(perday) $150 $50 OTHER DIRECT EXPENSES: Other direct expenses are reimbursed at actual cost times a multiplier of 1.15. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office. for other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members, these services will be billed at a cost times a multipler of 1.15. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. These ranges and/or rates will be adjusted annually in February. Last updated 2022. 375062022 EXHIBIT C4 EXHIBIT C PROJECT COMPENSATION SCHEDULE / HOURLY RATES (CONT.) Basic Services: Cost _ Final Design Phase °$ 537,3OO B_ Bid Phase °$ 35,650 C_ Construction Phase °$ 257ZO50 Subtotal Basic Services (LS) $ 830,000 Special Services: A_ Topographical Survey °$ 98,195 B_ Easement Documents °$ 292485 C_ Subsurface utility Engineering (SUE) °$ 26,600 D_ Environmental Services °$ 21250 E_ Archeological Investigation Services °$ 322300 F. Geotechnical Services °$ 43J50 G_ Geomorphic Assessment °$ 30z985 Subtotal Special Services (Not to Exceed) $ 281,965 Total Conrlfensatan °� 1,111,9�5 Technology and expense charges included in above serc�ice tasks_ EXHIBIT C-2 OPINION OF PROBABLE CONSTRUCTION COST ITEM DESCRIPTION QUANTITY ' UNIT UNIT PRICE TOTAL Hurricane Creek WW Interceptor- Alignment - B -Phase 1 1 48-inch Sanitary Sewer Pipe by Open Cut 8844 LF $ 720,00 $ 61367,536 2 48-inch Sanitary Sewer Pipe by Other than Open Cut 1000 LF $ 816,00 $ 816,000 3 66-inch Steel Casing by Other than Open Cut 1000 LF $ 11650,00 $ 1,650,000 4 6-foot Sanitary Sewer Manhole 16 EA $ 25,000.00 $ 400,000 5 Downstream Junction Structure 1 LS $ 100,000000 $ 1001000 6 Trench Safety 8844 LF $ 5.00 $ 44,219 7 SWPP 1 LS $ 25,000.00 $ 25,000 8 Traffic Control 1 LS $ 10,000.00 $ 10,000 9 Hydromulch Seeding 87604 SY $ 2.00 $ 175,208 SUBTOTAL CONTINGENCY0' SUBTOTAL •: • SUBTOTAL $ $ $ 91587,963 12,4641352 13,087,569 The Engineer has no control over the cost of labor, materials, equipment, or over the Contractor's methods of determining prices or over competitive bidding or market conditions. Opinions of probable costs provided hereto are based on the Information known to Engineer at this time and represent only the Engineer's judgment as a design professional familiarwith the construction industry. The Engineer cannot and does not guarantee that proposals, bids, or actual construction costs will not vary from its opinions of probable costs. NOTES: 1 FNI OPCC classified as an AACE Class 5 Estimate with accuracy range or -30 to + 50. 2 FNI OPCC does not include costs associated with engineering fees, permits, surveying, etc. Page 1 of 1 a O ,�aPecc��o$ �SaCSc��S�a�c��2�?�e�ao�5 SacSm��vaE o��r� ooze„ ��S LL as"�s�LLLLr�� ,r�LLLL��seLLr�,cr,:�sLL�s��LL�LL�a��aa"sas 3�r�LLs��LL�� PFcc "c c$aS S"��ceaaea aa�S eSSc�ma"cm Soa�caa ,mad r r Y i LL f s i f E i i i i P i i i i Y i S i i i f i i i i f i E F i f c L o E o ` E 3 L Zji C E a 9 u o o B- fo s ` ;sa x- n € o o�xa�� ;f € �E 3°'V83m za shy �a�� X e m a n 3° E E .: u 3 E E 6i E A E 8 k 6 7 a v R R x LL LL 4 R a R c a R M R o ff e i i a e ia�iaiajx�aice'iain a R ala ala:alala a aiaia a ala RiRiA R Res o a a s :i:: 'vi: s a RiR a R R a R R s le ia 2 yy C � u u 3 r r E E E u� $ f N 0 �3 r d s STATE [�F TEXAS COUNTY OF COLLIN § Tt-tIS AGREEI+�ENT is r>aade and entered into as of the 27{� day of September, 2022, by and between the City of Anna. Texas, a Texas municipal corporation, with its principal office at 111 North Powell Parkway, Anna, Collin County, Texas 75409, hereinafter called "OWNER" and Freese and Nichols, Inc. with its corporate office at 801 Cherry Street, Suite 2800, Fart North, Texas 76102, hereinafter called "CONSULTANT, it acting herein, by and through their July authorized representatives. �JfTNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: Ca�'JNER hereby contracts with CC)NSULTANT, as an independent contractor, ar�d CUNSUk_TANT hereby agrees to perform the services herein in connection Witll the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, w�rithacrt limitation, tine general services traditionally performed by a municipally retained or employed engineer including w��rithout limitation the services described Linder Article 2.A. of this Agreement CGNSULTANT shall perfiarm the fallowing services in a professional manner: A. CONSULTANT shaft perform all these services as necessary and as described under "Scope of Services" as set fork under t�itVNER's Request far Qualifications, which is attached hereto and made a part hereof as Exhibit "A" as if written word for word herein and in addition: 1 . Provide review of plats,. site plans, concept pion, specifications, bidding documents, cor�structian plans, studies prepared by other Professional Engineers and Registered Professionals Land Surveyors that are submitted to the City in conformance with City's subdivision regulations. Review is for general conformance to the City's standards and good engineering practice. The reviewer does not guarantee the completeness, accuracy PROFESSIONAL SERVICES AGREEMEfdT FOR ENGitd'EERING SERVICES Page 9 of '11 ar correctness of the documents prepared by other professionals licensed ar registered by the State of Texas. . Provide engineering consultation services relative to the adrntnistratian of Ills City's Flood Prevention Ordinance. 3. Preparation of specifications, contract documents and corrstrtrction flans for City Capital Improvements project, rehabilitation projects and any other project that falls within the realm of a municipal public works civil engineering project. 4. Complete engineering, tapograpl�ic and boundary surveys as rearrested by the City. �. Land surveys and aff'ce computations required to develop plats and rrretes and bounds descriptions for easements, property acquisition, CCN acquisitions or municipal annexations. �. Complete feasiblit}f studies as regr.rested by the City. B. Ta, upon request by OWNER, perform the types of services set forih in CONSULTANT's Statement of Qualifications, which proposal is attached hereto and made a part hereof as Exhibit "B" as if written word for word herein. C. CONSULTANT shall perform appropriate services set Earth in individual task orders which shall be governed by the terms of this Agreement. U. If there is any conflict between the terms of tuts Agreement and the exhibits attached to this Agreement ar any task orders, the terms and conons of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE 3 AD�ITI4NAL SERVICES Additional services to be perfiarmed by CONSULTANT, if authorized by OWNER, '�+hether included in tyre al>ave-described scope of services, are described as follows. A. During the course of the Project, as requested by OWNER, CONSULTANT will be available to accompany OWNER's personnel when meeting �1ith or having dealings Vith the Texas Commission on Environmental Quality, U.S. Environmental Protection Agency, or other regulatory agencies. CONSULTANT will assist ONER's personnel on an as -needed basis in preparing compliance schedules, progress reports, and providing general technical support for OWNER's compliance efforts. B. Assisting OWNER or contractor in the the defense or prosecution of litigation in connection with or ire addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. PROFESSIONAL SERVICES AGREEMENT FaR ENGINEERING SERVICES Sampling, testing, ar analysis beyond that specifically included ira the above -described Scope of Services. D. Preparing copies of computer aided drafting (CAaj electronic data bases, drawings, ar files for OWNER's use in a future CAD system. E. Preparing applications and supporting dacr.rments far government grants, loans,. or planning advances and providing data for detailed applications. F. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to OWNER_ G. Providing geotechnical investigations, inclr.rding soil borings, related analyses, ar�d recommendations. ARTICLE 4 13�.C•I�Z8I2 =IiyiC� Ti�is Agreement shall became effective upon execution of this Agreement by OWNER and CONSULTANT and upon issue of a notice to proceed by OWNER and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedules} established by OWNER, acting through its City Manager or his designee. A. CO['.�PENSATlON TERR�IS_ 11 . `Subcontract Expense" is defined as expenses incurred by CONSULTANT in ert�ployment of others irr outside firrt�s for services in the nature af, geotechncai evaluations, traffic engineering and other necessary support labor incident to the work required under the Scope of Services and Additional Services. �. "Direct Non -Lobar Expense" is defined as that expense for any OWNER- autharized assignment incurred by CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. PRdFESSfaNAt_ SERVICES AGl2EEMEtdT FOR ENGItdEERING SERVICES Page 3 of 11 B. BILLINt� AND PAY(�r9ENT: For and in consideration of the professional services to be performed by CONSULTANT herein, OWNER agrees to pay, Lased on the cost estimate detail at an hourly rate shown in Exhibit "C" which is attached hereto and made a part of this Agreement as if written word for word herein. Partial payments to CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require O;✓�JNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terns of this Agreement. OWNER shall not be required to make any payments to CONSULTANT when CONSULTANT is in default under this Agreement. It is specifically understood and agreed that CONSULTANT sl�ail not be authorized to undertake any work pursuant to this Agreement which would require additional payments by OWNER for any charge, expense, or reimbursement above any maximum not4o-exceed fee as stated within any specified task order, without first having obtained written authorization from OWNER. CONSULTANT shall not proceed to perform any services without obtaining prior written authorization from the City Manager or his designee. C. ADIJITIONAL SERd>ICES: For additional services autiorized in writing by OWNER in Article 3, CONSULTANT silali be paid based on the Schedule of Charges at an hourly rate shown in Exhibit "C." Payments for additional services shall be due and payable upon submission by CONSULTANT and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. �. PAYMENT: if OWNER fails to make paymen#s due CONSULTANT for services and expenses within 6tt days after receipt of CONSULTANT'S undisputed sta#ernent thereat, the amounts due CONSULTANT will be increased by the rate of one percent (1%) per month from the said 60th day, and, in addition, CONSULTANT may, after giving seven days' written notice to OWNER, suspend services under this Agreement until CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require OWNER to pay the late charge of one percent (1%) set forth herein if OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article 5, "Compensation." ARTICLE 6 OBSERVATI©N ANiD REVIEW f�F THE WORK CONSULTANT w,+ill exercise reasonable care and due diligence in discovering and promptly reporting to OWNER any defects or deficiencies in the work of CONSULTANT or any subcontractors or SubconSLInants. PROFESSIONAL SERVICES AGREEMEh9T FOR ENGItdEERING SERVICES Page # �f 11 ARTtC�E 7 OWNERSHIP OF DOCUMENTS All docr_rr�aents prepared or f�rrnished by CONSULTANT {and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service and shall become the property of OWNER upon the termination of this Agreement. CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by CONSULTANT .are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event OWNER uses any of tine information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein and by CONSULTANT at the time such information and materials are delivered, CONSULTANT is released from any and all tlability relating to such use in that project. CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. OWNER shall not control the means, methods, sequences, procedures, or techniques utilized by CONSULTANT to perform work or services under this Agreement or any associated task order, OWNER slaati have tlae right to audit and make copies of tlae books, records antl computations pertaining to this agreement_ CONSULTANT shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shalt be available, within 10 business days of written request. Further, CONSULTANT shall also require all Subcontractors, material suppliers, and other payees to retain all hooks, records, documents, and other evidence pertaining to this agreement, and to allow OWNER similar access to those documents. All books and records Neill be made available within a 50-mile radius of the City of Anna. The cost of the audit will be borne by OWNER unless the audit reveals an overpayment of .l% or greater. If an overpayment of 1 % or greater occurs, the reasonable cost of the audit, including any travel costs, must be bonne by CONSULTANT which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constit�rte, ira OWNER's sole discretion, grounds for tertaairaation thereof. Each of the terms "books", "records""documents" and "other evidence", as used above, shall PR©FESSIaidAL SERVICES AGREEMEtdT FDR ENGItdEERIPIG SERVICES be constnr ; to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE 1a INDEMNITY AGREEMENT CONSULTANT shad indemnify, save and Fold harmless OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, that is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the CONSULTANT or the CONSULTANT'S agent, another consultant under contract, or another entity over which the CONSULTANT exercises control. Notting in this Agreement shall lie construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 11 INSURANCE During the performance of the services under this Agreement,. CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating �.vith Best Rate Carriers of at least an A- or above_ A. Comprel�erasive Ueneral Liability Insr.rranee with bodily injury limits of not less than $00 000 for each occurrence cnd not less than $500,000 in the aggregate, and v»rith property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injr.rrg+ limits of not less than $500,000 for each person and not less than $500,00(l for each accident, and �rrfth property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,OQ0 for each accident. D. professional Liability Insurance with limits of not less than $f ,000,000 annual aggregate. E. CONSULTANT shall furnish insurance certificates or insurance policies at OWNER's req�rest to evidence such coverages. Except for �+vorkers compensation and professional liability, the insurance policies shall name OWNER as an additional insured PRc]FESSIC7NAL SERVICES AGREEMENT FOR ENGINEERING SERVICES and shall contain a provision that such insurance shut not be canceled or reduced+ith respect to by coverages or endorsements without 30 days' prior written notice to OWNER and CONSULTANT. In such event, CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 12 TERMINATION OF AGREEMENT A. N€�twiihstandinc� any other provision of this Agreement, either party may terminate by giving 30 days' advance written notice to the other party. i�. If tlae Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to OWNER within 30 days after the date of termination. OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article 5 "Compensation." Should OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. CONSULTANT shalt turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to OWNER on or before the date of termination but may maintain copies of such documents for its Use. ARTICLE 13 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute,. nor be deemed a release of the responsibility and liability of CONSULTANT, its employees, associates, agents, subcontractors, and subconsUitants for the accuracy and competency of their designs or other �Neork; nor shall such approval be deemed to be an assumption of such responsibility by OWNER for any defect in the design or other work prepared by CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE 14 NOTICES Ail notices, communications, and reports required or permitted under this Agreeraaerat shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherAlise specified herein. Flailed notices shall be deemed communicated as of three days after mailing: PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 7 e�f '11 To CONSULTANT. flanaging PartnerfOwner Firm Name 1 P19410 Greenville Ave., Suite 600 L alias, Texas 75243 To OWNER: City Manager City of Anna 120 W. 70 Street P.O. Box 776 Anna, Texas 75409 At1 notices small be deemed effective upon receipt by tt�e party to whore such notice is given, or within three days after nailing. ARTICLE 15 ENTIRE AGREEMENT This Agreement constitr_rtes the complete and finaE expression of the agreement of the parties and is intended as a complete and exclusive statement of the terns of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in Connection with the subject natter hereof. If any provision of this Agreement is for_tnd or deemed ley a court of competent jrrrisdictton to be invalid or rnenforceable, it small be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 17 CGMPLIANCE WITH LAWS CONSULTANT st�aii Comply with all federal, state, and local laws, rules,. regulations, and ordinances applicable to the work Covered hereunder as they may now read or hereinafter be amended, x in performing tl�e services required hereunder, the CONSULTANT shall not discriminate against any person on tt�e basis of race, Color, religion, sex, national origin or ancestry, age, or physical handicap. PRdFESS1aNAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page � �sf 1 A. CONSULTANT represents that it has or will secr.rte, at its ov4±n expense, �11 personnel required to perform all the services required under- this Agreement. Such personnel shall not be employees or officers of or have any contractual relations with OWNER. CONSULTANT shall inform OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. 13. Ali services regr.rired hereunder will toe pertormed by CONSULTANT or under its supervision. All personnel engaged in work shall be qualified and shall be authorized and permitted under state and local laws to perform such services. ARTICLE 20 ASSIGNABILITY CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of OWNER. PIDIIJ M • Na oh+diver ar Tl0difi�Cati0li Of tl'tIS Agreeillent Or Of any covenarlt, Catldlti0n, Ot llmitati0n herein cantaltled droll be vaild Unless in writing and dUly executed by the patty to be charged herewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 22 IUIISCELLANEC�US A. The fallow,+ing exhibits are attached to and made a part of this Agreement: Exhibit A — Scope of Services (1 5 pages) Exhibit S — Master Service Agreement with the City (28 pages) Exhibit C —Fee Schedule (2 pages) B. CONSULTANT agrees that OWNER shall, r.rntif the expiration of four years niter the final payment under this Agreement, brave access to and the right to examine any directly pertinent books, documents, papers, and records of CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall PRCIFESSiQNAL SERVICES AGREEMENT Ft3R ENGINEERING SERVICES Page 4 �f 11 be provided adegr.rate and appropriate warkllTg space in artier to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. �. �tenue of any suit or cause of action urTder this AgreerTTent strati lie excl>_rsvely irT Collin County, Texas_ This Agreement shall be construed in accordance with the laws of the State of Texas. D. Far tlTe purpose of this AgreerTTent, tiTe key persorTs 4�ha will ITerform mast of the v�+ark hereunder shall be Daniel Huffines, PE. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. E. CONSULTANT slTall corTTrTTence, carry an, and complete any and all projects with a!I applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by OWNER. F. OWNER shall assist CONSULTANT by placirTg at CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for CONSULTANT to enter in or upon public and private property as required for CONSULTANT to perfown services under this Agreement. Additional information to be provided by the City is set forth in Exhibit "D" as if written word for word herein_ O. CONSULTANT shall at ail tirTTes rTTaintain O'vVNER'S confidential or proprietary information in confidence and shad disclose same to third parties arTly as specifically instructed by OWNER. Any disclosure of privileged or confidential information by OWNER to CONSULTANT is in furtherance of OWNER's purposes and is not intended to and does not waive any privileges that may exist with regard to such information. H. The captions of this Agreement are for infarmatianal purposes only, and shall not in any tih+ay affect the SLII)Stantive termfi or candlttans of t1Tifi AgreerTTent. PRQFESSIt7NAL SERVICES AGREEMENT FOR ENGINEERING SERVICES Page 1ii of 11 IN WITNESS HEREt�JF, the City of Anna, Texas has caused thls Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this the r CITY OF ANNA, TEXPvS�) ATTEST: CARRIE LAND, CITY SECRETARY WITNESS: 6Y: JIM RC�CE, CI MANAGER FREESE AND NICHC�LS„ INC. CLAYTt�N C. BARNARD PRINCIPAL i VICE PRESIDENT PRQFESSloNAL SERVICES AGREEMENT FC1R ENGINEERING SERVICES Page 1'1 trf 11 " •.qu I.' Q 1 lull 4�� i Lit— I 17111ru tp It . 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H-FNI-10-11-22 Pursuant to and subject to the referenced Master Agreement for Professional Services ("Master PSA")), between the City and Firm, City hereby requests that Firm perform, and Firm agrees to perform, the work described below upon the terms and conditions set -forth in said Master PSA, which are incorporated herein by reference for all purposes, and in this "Professional Service Project Order" (PSPO). MAPES # MASTER PSA CATEGORY: H - UTILITY COLLECTION AND DISTRIBUTION ANNA PROJECT CODE: FIRM NAME Project Name: Consultant Project #: # Of Consecutive Business Days to Complete Project: Original Project Fee: FREESE AND NICHOLS, INC. Hurricane Creek 48" Wastewater Interceptor TBD 520 Business Days (Includes Est. Construction Duration) $1,111,965600 OWNER OPTIONAL INFORMATION: 1. Date and Time to Commence: Upon Receipt of Signed Professional Services Project Order, City's purchase order and Notice to Proceed. 2. Other: Architectural Barrier Requirements: Yes No X INVOICE SUBMITTAL Billin Period: Monthly -Through the end of each month, billed by the 10th of the followin month. Mail to: City of Anna Accounts Payable/Public Works P.O. Box 776 Anna, TX 75409 Include work order number, PO number, billing period, and project Invoice Mailing Instructions: name. Master PSA PSPO # Documents: The "PSPO DOCUMENTS" as that term is used herein, shall mean and include the following documents, and expressly incorporates the following by reference for all purposes. a. Master Agreement for Professional Services / effective JUIy 27, 2021; and b. This Professional Services Project Order (PSPO) # ; and This PSPO shall incorporate the terms of all the documents in their entirety. To the extent that there are any conflicts with provisions of the Master PSA, this PSPO or each other, the provisions of the Master PSA, then the provisions of this PSPO shall prevail in that order. Scope of Services (describe in detail): See attached Exhibit A. Schedule of Work and Completion Deadline(s): Final Desi n 8 months from NTP Bid Phase 3 months assumed Construction Phase 12 months assumed Acceptance: The individuals executing this Agreement on behalf of the respective parties below represent to each other that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the other party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. CITY/QF ANNA, nature Jim Proce -City Manager Printed Name &Title Date FIRM: FREESE AND NICHOLS, INC. Clayton Barnard —Principal /Vice President Printed Name &Title October 5, 2022 Date Master PSA PSPO #