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Res 2021-07-951 Master Agreements for Professional Services Including Engineering, Land Surveying, Materials Testing, etc.
CITY OF ANNA, TEXAS RESOLUTION NO. oiDA qf5i A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE MASTER AGREEMENTS FOR PROFESSIONAL SERVICES INCLUDING ENGINEERING, LAND SURVEYING, MATERIALS TESTING, ACQUISITION & APRAISAL SERVICES IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Anna conducted a public Request for Qualifications process to seek qualified professional service firms for future projects in the City of Anna; and, WHEREAS, the City of Anna Request for Qualifications Process included the review and scoring of all submittals received in order to identify the most qualified firms; and, WHEREAS, the City of Anna is seeking to enter into Master Agreements with the highest scoring firms in order to create a list of qualified firms for future projects; and, WHEREAS, the City of Anna will select from the list of qualified firms within each specific professional service category to award projects and enter into project -specific agreements as new projects arise; and, WHEREAS, project specific agreements and funding for new projects shall be subject to the approval of the City Council of the City of Anna as required by City policies and procedures; 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 of Master Agreements. That the City Council of the City of Anna authorizes the City Manager to enter into a Master Agreement for Professional Services with the firms identified in Exhibit "A" attached hereto on behalf of the City of Anna, Texas, in a form approved by the City Attorney as shown in Exhibit "B" attached hereto. That an executed Master Agreement is not a guarantee of award of a specific project or sum of money for professional services to any individual firm which enters into a Master Agreement. Project Specific Agreements shall be used to award a qualified firm with a project and shall be subject to the approval of the City Council of the City of Anna as required by City policies and procedures. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this day of July 2021. ATTEST: APPROVED: llllfl�'/ of:A // Ik •° a o 1 City Secretary, Carrie Land = o *Mayor, Nate Pike i e • „� '�� � o°•oaso•oo ��` `i/�11ff[li11 1���, Exhibit A - RFQ Selection for Professional Services - Engineering, Surveying, Testing, & Property Services 000©00©0©© Amtech ARS Engineers AZB Baseline BLOC Design -Build Bridge Farmer Cobb Fendley D&S Engineering Henderson HKS Lee Engineering Marshal Lancaster MaierHJA North Texas Surveying Prime Controls Specialty Land Services Walter P. Moore Legend - Submitted In Category Selected in Category (;following Page). MASTER AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF ANNA, TEXAS, AND HUITT-ZOLLARS 2021-2026 Made as of the 27th day of July 20 21 ("Effective Date") Between the City: The City of Anna, Texas 101 S. Powell Parkway Anna, Texas 75409 Telephone: (972) 924-3325 and the Firm: HUITT-ZOLLARS 5430 LBJ FREEWAY SUITE 1500 DALLAS, TX 75240 for the following Project: Master Agreement for Category M - Structural Engineering 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 ("City"), and HUITT-ZOLLARS [M - Structural Engineering] ("Firm"), to be effective from and after the date as provided above. City and Firm are at times each referred to herein as a "party" or collectively as the "parties." WHEREAS, the City desires to engage the services of the Firm to provide professional services as describe for Category M - Structural Engineering on an on -call basis ("Project'); and WHEREAS, the Firm desires to render such professional services for the City upon the terms and conditions provided herein. NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: That for and in consideration of the covenants contained herein, for the mutual benefits 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 Engagement of the Firm — At City's request and in City'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' prior to said separation unless circumstances City of Anna, Texas — Master Professional Services Agreement Page 1 Category M - Structural Engineering 3199870 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 ("Scope 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 Orders)"). 1.2.1 Requirement of Written Change 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 CHANGE 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 - 9/30/2026 , unless sooner terminated as provided herein. City of Anna, Texas — Master Professional Services Agreement Page 2 Category M - Structural Engineering 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 Project 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 Project 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 M - Structural Engineering 3199870 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 Consultation and Approval by Governmental Authorities and Franchised 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. 3.1.4 Substantial Compliance with Architectural Barriers Act — Should the Scope of Services fall within the regulatory requirements of the Texas Architectural Barriers Act (the "Barriers Act"), 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 mail, ship, or hand -deliver the construction documents to TDLR not City of Anna, Texas — Master Professional Services Agreement Page 4 Category M - Structural Engineering 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 Firm 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 Project Inspection — Firm shall request an inspection from TDLR or a TDLR locally approved RAS no later than 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 Project Inspection - When corrective modifications to achieve substantial compliance are required, the TDLR inspector or the RAS shall provide the Firm 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 Professional Services Agreement Category M - Structural Engineering 3199870 Page 5 3.2 ❑irect_EMenses — Direct Expenses are included in the Firm'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 Payment — 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 Payment 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 (21 st) 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 Category M - Structural Engineering 3199870 Page 6 contesting any invoice or portion thereof that has background materials supporting the submitted charges. 3.6 Failure to Pay — Failure of 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 (10th) 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 provision(s) of this Agreement. 3.7 Adjusted 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 Project Order Suspension — If the Firm's work is suspended or abandoned in whole 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 City — 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 M - Structural Engineering 3199870 4.1.1 Work for Hire —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, appraisals 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 follow 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 that 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. City of Anna, Texas — Master Professional Services Agreement Page 8 Category M - Structural Engineering 3199870 4.1.1.3 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 14 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. 4.1.1.6 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 Subject 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 — Master Professional Services Agreement Page 9 Category M - Structural Engineering 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 Anna, Texas — Master Professional Services Agreement Page 10 Category M - Structural Engineering 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 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. 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 performed 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 City of Anna, Texas — Master Professional Services Agreement Page 11 Category M - Structural Engineering 3199870 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 10 INDEMNITY FIRM SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS PAST, PRESENT AND FUTURE OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES (COLLECTIVELY, City of Anna, Texas — Master Professional Services Agreement Category M - Structural Engineering 3199870 Page 12 "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, BROUGHT 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 Category M - Structural Engineering 3199870 Page 13 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 271.904 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 TO 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 OR 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 RESERVES 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 this Agreement shall 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 City of Anna, Texas — Master Professional Services Agreement Page 14 Category M - Structural Engineering 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: HUITT-ZOLLARS ATTN: BOB MCDERMOTT 5430 LBJ FREEWAY SUITE 1500 DALLAS, TX 75240 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 Category M - Structural Engineering and Firm Response dated: 7/27/2021 12.1.3 Exhibit C, City of Anna Benchmarks (as amended) hftp://www.Annatexas.govldepartments/planning/benchmarks.php. 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. 12.1.6 Exhibit F, City of Anna Contractor Insurance Requirements. 12.1.7 Exhibit G, City of Anna Compliance with Federal, State, Local Laws and City Charter City of Anna, Texas — Master Professional Services Agreement Page 15 Category M - Structural Engineering 3199870 12.1.8 Exhibit H, Conflict of Interest Questionnaire, Form CIQ. To the extent that Exhibit A, Exhibit B, Exhibit C, Exhibit ❑, 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, Exhibit F, Exhibit G, Exhibit H or Exhibit B shall prevail in that order. 12.4 Se►►erability — 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 Governinq LawfVenue — 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 / Consideration — 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 Headings,— 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 Counterparts — This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all 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 City of Anna, Texas — Master Professional Services Agreement Category M - Structural Engineering 3199870 Page 16 functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein. 12.12 Attorney'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 No Third Pa!ly Beneficiaries — Nothing in this Agreement shall be construed to create any right in any third party 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 of Anna, Texas — Master Professional Services Agreement Category M - Structural Engineering 3199870 Page 17 (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 Finn 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: M - Structural Englneedng FIRM: HUITT ZOU4kRS By: A A,, Jo Ho, PE, Vice President Date: August 20, 2021 Hgreemem rage io 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. S% GIVEN UNDER MY HAND AND SEAL OF OFFICE this c9/ day of4&M�Wr 20.�1 . Notaq Public In and or the Stale 4 Texas My commission ex s: ' --2625- ------------- °Q' JOANNAGOLLEHER Notary 10 #128310086 My Commission Expires W June 4, 2025 STATE OF TVMS COUNTY OF DAIMS § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared John Ho, known to me to be the person whose name is subscribed to the foregoing instrument 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 20 day of AIA&M`j_, 20 R. IS CYNTHIA SLAYDES Notary ID p125424021Notary Publ I and r the St a ofMy Commission Expires 2 October 28, 2024 My commission expires: 10 2S ma, texas —master rrme M - Structural Engineering 31 Page 19 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) EXHIBIT 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 Professional Services Agreement Category M - Structural Engineering 3199870 Page 20 EXHIBIT E CITY OF ANNA GUIDELINES FOR DIRECT EXPENSES; GENERAL AND ADMINISTRATIVE MARKUP; TRAVEL AND SUBSISTENCE EXPENSES I. FIRM'S RESPONSIBILITY. The Firm shall be solely responsible for 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 E ui ment — 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 — City 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 M - Structural Engineering 3199870 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. 1. Meals and Other Related Charles — Meals or 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. III. GUIDELINES FOR GENERAL AND ADMINISTRATIVE MARKUP. 1. Re uirement of Prior Approval — Firm may be allowed to charge a General and/or Administrative 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. Requirement 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 City 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, Texas — Master Professional Services Agreement Category M - Structural Engineering 3199870 Page 22 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 — "V means that the following coverage is required for this Agreement. Copies 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 Limits • 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. This coverage is primary to all other coverage the City may possess. City of Anna, Texas — Master Professional Services Agreement Page 23 Category M - Structural Engineering 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 8. 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 (State Below): END OF SECTION City of Anna, Texas — Master Professional Services Agreement Page 24 Category M - Structural Engineering 3199870 EXHIBIT G COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER By 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 bid/proposal 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 1295) 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. CERTIFICATION OF COMPLIANCE WITH IMMIGRATION LAWS 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: IN CONSIDERATION 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 271.904 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 TO 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 City of Anna, Texas — Master Professional Services Agreement Page 25 Category M - Structural Engineering 3199870 EXHIBIT G COMPLIANCE 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 SOCIAL 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: Huitt - Zollars, Inc. Date: August 20, 2021 Printed Name: John Ho, PE City of Anna, Texas — Master Professional Services Agreement Page 26 Category M - Structural Engineering 3199870 EXHIBIT G COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER Title. Vice President Signature: SWORN AND SUBSCRIBED to before me this `V day of 1i(7V,s f .20 21 to certify with witness my hand and official seal. CYNTHIA BLAYDES IF i Notary ID #125424021 (Wa 0&e� y My Commission Expires Notary PubI16 in and or the JAte of -M far October 28, 2024 City of Anna, Texas — Master Professional Services Agreement Category M - Structural Engineering 3199870 Page 27 EXHIBIT H CONFLICT OF INTEREST QUE==STIONNAIRF=. FORM CIQ CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doling business with local governmental entity This quesronnalre ralMcis changes make to the law "H.9. ?'S, e44h Lag., Regular Saeston. OFFiCEUSEONLY This maslimnave is trang bled in acmrrir win Chaper s.F • incv G»omrenl Code b/ a vendor who C W. Pvc—w his a business ralatiansh p as dnhrad by SeitIW 1 +6 o'Jtt l al wah a lacy gaior anontal onluy and the vondor meets roquaernerls urdor Saclm ICU 0051al ij law Ihes quaslionnalle must be Alan wifr the racnrds adminw ale+ cr'tro local 9m,ornmonlal eMly not Inter than rho )Vi business exy alter Ino dune Iha varda 0—arri s aware al lads Inal ragwre It'. slalm l to be 5Iod Sea Section 176 W&.a I} Lccal Vovarnmenl Coda A vendor camrrvts r GN—nse it :ho vendor knawrgy •oolales S icr, 1 T6 CIO% Local Gi orrnmLrr 6xia An ohonse under the w=cn in a insdernoanar LJ Name of vendor who has a buskless relationship wilts local governmental entity. Huitt-Zollars, Inc. Check this boa if you are fling an updala to a previously filed questionnaire. IThe law lequ+res Ihx you He an updated Corllfileted queslriilftelre will) the appin tpriare filmy aulhuoy nut ^fiber than Ilse 7th bu.;liess day aher the dale oil wlrCh you b beams aware that the Lviyinally f±:3ed gaesLWjrtlwlre was llxralVtete N u1aLufale.} 2J Name of local govemmenl officer about whom the Informs ion is behtg dlsciosed. N/A taafne ul' PC& 21 Describe each employment: or other business relallooship with the local government officer, or a family member of the olRcer, as described by Seetton 11711.003(aj(2)(Ay. Also describe any Mori relationship with the local governmerpt officer. Complete subparts A and B for each employment at busdrx ss rLdations i described. Attach additional pages to this Form CIO as necessary_ N/A A. Is Me'ucal govefirvi*rlt ulfa>er 41 a lAfrilly R1miner hl Vie ulr.,cer mce%v+ng N likely to reoeiye laxaUe irlUa* tither thaA inveshnehl inL re, ficlio tI,*'oeodor? El Yes F--j No 9 1t H* voidis reCt lvii ig ur Irctky to i cci.," tarYi]le piwi tie, uTlrei 11 ovi to we0irrnt n%cmin?, from or u1 If*dl recliCL1 of it* Ir}; yr gWL4 illneril Ulf xt Vr ;I l nyity we mbar of "to 01fAm AND I* Tne able IrlWrne 13 1161 reteived honi lire 7rN.`dl gvverpinreow arrbty, ❑Yes F-1Nu jj Describe each employment or Wsk ass relationship that the vendor named in section t maintains with a corporation of other business enthy with respect to which the facet govemment officer serves as an officer at director, or holds an ownership interest of one percent or more. N/A J C11tict� IhiG but •! Iht J rear FiaoE 4 t k]u.11 ijvrW iuriLWd ct}a:ui de q 1;Irniy ttYen+rkl W tl+e ulfti�t+ uivs of mrxe 4flx 5s dexn I In 5ecii 1 176.003 w(2 9t. aFciudit'y cjihs tle&CP04d al Sea.'fiun T76.0031.i t r AA� - 8/19/21 lgruk.ro o • nq bunnons roil• he wvan'neerai MTlly Wall Farm prov+dad by Texas LthiLN—tmmstn wew ethics state Ix us itayn5 d ill uouvi City of Anna, Texas — Master Professional Services Agreement Page 28 Category M - Structural Engineering 3199870 DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE ka.� 1 8/18I2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Risk Strate ie5 NAME: Joe Bryant _ 12801 Nort Central Expy. Suite 1710 PHONE 214 323-4602 (AICFAX No 214 503-8899 Dallas, TX 75243 EMAIL __ w:n AFFORDING COVERAGE NAIC # ce Comoanv 32603 INSURED Huitt-Zollars, Inc. 5430 LBJ Freeway INSURER B wsuRERc: Suite 1500 INSURER13 — Dallas TX 75240 INSURER F rnVFRAnPn rI=RTIFIf_oT1= NIIMRFR• 94AnOAR'3 REVISION NUMRER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IR TYPE OF INSURANCE AODL 517BR POLICYNUMBER PWOY YY POLDICD/ EXP LTR LT LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE n OCCUR PREMISES Ea occurrence) $ MED EXP (Any oneperson) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY W LOC PRODUCTS - COMP/OP AGG $ OTHER, $ AUTOMOBILE LIABILITY COM81NED SINGLE LIMIT Es accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS PROPERTYDAMAGE P dent HIRED NON -OWNED $ AUTOS ONLY AUTOS ONLY UMBRELLALIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE EXCESS LIAB $ DIED I RETENTION $ $ WORKERS COMPENSATION STATUTE ER AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability AEC-9042055-05 1/23/2021 1/23/2022 Per Claim $1,000,000 Pollution Liability Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible. Thirty (30) day notice of cancellation in favor of certificate holder on all policies. A walver of subrogation is shown in favor of the cr:rtificate holderfany Other entities that apply on Professional Liability as required by written contract. Re: Category M - Structural Engineering. CERTIFICATE HOLDER CANCELLATION The City of Anna, Texas 101 S. Powell Parkway Anna TX 75409 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORVJ ❑ REPRESENTATIVE Joe Bryant ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 63409483 1 21/22 PL Master I Patra 1 8/18/2021 5:29:43 PM (EDT) I Page 1 of 1 DATE (MMIDDIYYYY) ACQRDP CERTIFICATE OF LIABILITY INSURANCE 8/18/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(lies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT Stacy Brimer MHBT, a Marsh & McLennan Agency, LLC company PHONE FAX 8144 Walnut Hill Lane, 16th FI , • 972-376-8108 Dallas TX 75231 aDQREss.. stac .brimer marshmma.com INSURED HUITTZOL Huitt-Zollars, Inc. 5430 LBJ Freeway, Suite 1500 Dallas TX 75240 INSURERS AFFORDING COVERAGE NAIC # INSURER -A- Hartford Casual!y Insurance Com an 29424 INSURERB: Federal Insurance Company 20281 INSURERC: Hartford Underwriters Insurance Company 30104 INSURER D : INSURER E INSURER F CAVFRA[.FR CFRTIFICATF NIIMRFR- 1R53RRdnAA RFVISIC)N NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR� TYPE OF INSURANCE ADDL SUER POLICY EFFPOLICY EXP LTR POLICY NUMBER DD LIMITS A X COMMERCIAL GENERAL LIABILITY 46UUNOL5275 9/1/2020 9/1/2021 EACH OCCURRENCE $1000000 CLAIMS -MADE FRI OCCUR DAPAGrm PREMISES lEa occurrence) $ 300000 X Deductible: $0 MED EXP (Any oneperson) $ 10000 PERSONAL & ADV INJURY $ 1000000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2000000 POLICY � PE� LOC F1 PRODUCTS -COMP/OP AGG $ 2000000 OTHER $ A AUTOMOBILE LIABILITY 46UENOL5276 9/1/2020 9/1/2021 MOINEDSIN LE LIMIT Ir $1000000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLYkXAUTOS PROPERTYi1AMAGE er acclden $ HIRED NON -OWNED AUTOS ONLYAUTOS ONLY $ X C011li1.0DD camp $1,001) A X UMBRELLALIAB X OCCUR 46XHUOL5274 9/1/2020 9/1/2021 EACH OCCURRENCE $10000000 AGGREGATE $ 10000000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ nrim. I $ p WORKERS COMPENSATION 46WE0L6H1G 9/1/2020 9/1/2021 .X STATUTE ERH AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1000000 OFFICERIMEMBEREXCLUDED? E] NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1000000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1000000 A Hired Car Physical Dam: $50,000 46UENOL5276 9/1/2020 9/l/2021 Hired PD Comp/Coll Ded $1,000/$1,000 B Employee Theft 82241508 9/1/2020 9/1/2021 Employee Theft Limit:$1,000,000 A Valuable Papers 46UUNOL5275 9/1/2020 9/1/2021 Valuable Papers Limit: $25,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Additional Insured form #HG0001 edition 09/16 applies to the General Liability policy. Waiver of subrogation form #HG0001 edition 09/16 applies to the General Liability policy. Primary & Non -Contributory General Liability form #HG0001 edition 09/16. Additional Insured form #HA9916 edition 03/12 applies to the Automobile Liability policy. Waiver of subrogation form #HA9916 edition 03/12 applies to the Automobile Liability policy. Primary & Non -Contributory Auto Liability form #HA9916 edition 03/12. See Attached... CERTIFICATE HOLDER CANCELLATION The City of Anna, Texas 101 S. Powell Parkway Anna TX 75409 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: HUITTZOL LOC #: ACC>RD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY MHBT, a Marsh & McLennan Agency, LLC company NAMED INSURED Huitt-Zollars, Inc. 5430 LBJ Freeway, Suite 1500 Dallas TX 75240 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: KI=MAKK, THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Waiver of subrogation form #WC00 edition 03/13 and #WC04 edition 03/06 and #WC420304B applies to the Workers Compensation policy. Inl Insured form #XL0003 edition 09/16 applies to the Umbrella policy. of Subrogation form #XL0003 edition 09/16 applies to the Umbrella policy. Notice of Cancellation form #I1-10307 edition 6/11 applies to the General Liability policy. Notice of Cancellation form #WC99 edition 03/94 and #WC990531 applies to the Workers Compensation policy. Notice of Cancellation form #I1-10307 edition 6/11applies to the Umbrella Liability policy. Notice of Cancellation form IH0307 edition 06/11 applies to the Auto Liability policy. The General Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability policy contains an endorsement with "Primary and NonContributory" wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Automobile Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Automobile liability policy includes waiver of subrogation wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Auto Liability policy contains an endorsement with "Primary and NonContributory" wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Umbrella policy includes additional insured endorsement to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Umbrella policy includes waiver of subrogation endorsement to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Worker's Compensation policy includes a waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability, Auto, Worker's Compensation and Umbrella liability policies includes a blanket notice of cancellation to the certificate holder endorsement, providing for (30) days' advance written notice if the policy is canceled by the company, or 10 days' written notice before the policy is canceled for nonpayment of premium. Notice is sent to certificate holders with mailing addresses on file with the agent or the company. The endorsement does not provide for notice of cancellation to the certificate holder if the named insured requests cancellation. RE: Project - Master Agreement for Category M - Structural Engineering Certificate Holder Includes: The City of Anna, Texas and its past, present, and future officials, officers, agents, representatives, and employees ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Exhibit A - RFQ Selection for Professional Services - Engineering, Surveying, Testing, & Property Services CATEGORIES FIRMS Materials Testing Land Surveying Utility Facility Engineering Utility Collection & Distribution Roadway Engineering Traffic Engineering Water Resources Engineering Site Civil Engineering Structural Engineering Real Estate Acquisition B C G H I J K L M N 2M Associates - - Alliance Alpha Testing Amtech ARS Engineers - - AZB Baseline D BHC D D Binkley & Barfield D - BLOC Design -Build Bowman Braun Imertech - Bridge Farmer - CLS Cobb Fendley - - D&S Engineering D DEC DeShazo Group ECS Eikon D EST D Freese & Nichols D D - Fugm, Gessner - - D' - Grantham & Associates D - D HALFF - D - D Hayden D D Henderson HJA H KS Huitt Zollars D D Jacobs JMT Jones & Carter D - - - JQ D Kimley Horn D D KSA LAN Lee Engineering D UA D Marshal Lancaster D MAS MB D MI Nathan D Maier - - - - Neel Schaffer - - D North Texas Surveying OEI Pape Dawson - - - - - Parkhill Smith & Cooper - - Peloton Pinnacle Plummer D' Prime Controls Specialty Land Services SPI Terracon THI TJKM TNP D Vilbig & Associates - Wade Trim Walter P. Moore - - - D _ Weaver Westwood Legend Submitted in Category Selected in Category