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<br />129.
<br />
<br />Exhibit A
<br />City of San Marcos, Texas
<br />Terms and Conditions for Professional Services Agreements
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<br />1. Standards of Performance
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<br />(a) The performance of all services by the Contractor under this
<br />Agreement will be by persons appropriately licensed or registered
<br />under State, local and Federal laws.
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<br />(b) In performing all services under this Agreement, the
<br />Contractor will use that degree of care and skill ordinarily
<br />exercised for similar projects by professionals who possess special
<br />expertise in the types of services involved under this Agreement.
<br />
<br />(c) Any provisions in this Agreement pertaining to the City's
<br />review, approval and lor acceptance of written materials prepared
<br />by the Contractor and/or its subcontractors in connection with this
<br />Agreement will not diminish the Contractor's responsibility for the
<br />materials.
<br />
<br />(d) The Contractor will perform all of its services in coordination
<br />with the City. The Contractor will advise the City of data and
<br />information the Contractor needs to perform its services, and the
<br />Contractor will meet with City representatives at mutually
<br />convenient times to assemble this data and information.
<br />
<br />( e) In performing all services under this Agreement, the
<br />Contractor will comply with all local, State and Federal laws.
<br />
<br />2. City's Responsibilities
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<br />(a) The City will provide information to the Contractor regarding
<br />the City's requirements for the Contractor's services under this
<br />Agreement. The City will furnish the Contractor with copies of
<br />data and information in the City's possession needed by the
<br />Contractor, at the Contractor's request.
<br />
<br />(b) The City will designate an authorized representative to act on
<br />the City's behalf with respect to this Agreement. The City will
<br />examine documents and information submitted by the Contractor,
<br />and promptly render responses to the Contractor on issues
<br />requiring a decision by the City.
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<br />3. Contractor's Records
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<br />(a) All expense records of the Contractor related to this
<br />Agreement will be kept on a recognized accounting basis
<br />acceptable to the City and will be available to the City at mutually
<br />convenient times.
<br />
<br />(b) The City, its auditors and federal and state agencies that have
<br />monitoring or auditing responsibilities for this Agreement will
<br />have access to any books, documents, papers and records of the
<br />Contractor which are directly pertinent to this Agreement for the
<br />purpose of making audit, examination, excerpts, copying and
<br />transcriptions.
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<br />( c) The Contractor will furnish to the City at such time and in such
<br />form as the City may require, financial statements including
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<br />audited financial statements, records, reports, data and information, as
<br />the City may request pertaining to the matters covered by this
<br />Agreement.
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<br />4. Ownership and Use of Documents
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<br />(a) All documents prepared by the Contractor in connection with this
<br />Agreement will become the property of the City.
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<br />(b) The Contractor will retain all of its records and supporting
<br />documentation relating to this Agreement, and not delivered to the City,
<br />for a period ofthree years, except that in the event the Contractor goes
<br />out of business during that period, it will turn over to the City all of its
<br />records relating to the Project for retention by the City.
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<br />5. Term; Termination of Al!reement
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<br />(a) The term of this Agreement begins upon the date of the letter
<br />agreement, and will renew automatically unless terminated in
<br />accordance with this Section.
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<br />(b) This Agreement may be terminated by either party upon 15 days
<br />prior written notice should the other party fail substantially to perform
<br />in accordance with its terms through no fault of the party initiating the
<br />termination.
<br />
<br />(c) This Agreement may be terminated at will by the City upon at least
<br />30 days prior written notice to the Contractor.
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<br />(d) In the event of termination as provided in this Section, the
<br />Contractor will be compensated for all services performed to the
<br />termination date which are deemed by the City to be in accordance with
<br />this Agreement. This amount will be paid by the City upon the
<br />Contractor's delivering to the City all information and materials
<br />developed or accumulated by the Contractor in performing the services
<br />described in this Agreement, whether completed or in progress. The
<br />expense of the reproduction ofthese items will be borne by the City.
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<br />6. Insurance and Indemnity
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<br />(a) The Contractor will hold harmless, indemnity and defend the City
<br />and its employees, agents, officers and servants from any and all
<br />lawsuits, claims, demands and causes of action of any kind arising from
<br />the negligent or intentional acts, errors or omissions of the Contractor,
<br />its officers, employees or agents. This will include, but not be limited
<br />to, the amounts of judgments, penalties, interest, court costs, reasonable
<br />legal fees, and all other expenses incurred by the City arising in favor of
<br />any party, including the amounts of any damages or awards resulting
<br />from claims, demands and causes of action for personal injuries, death
<br />or damages to property.
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<br />(b) The Contractor will procure and maintain at its expense insurance
<br />with insurance companies authorized to do business in the State of
<br />Texas, covering all operations under this Agreement, whether performed
<br />by the Contractor or its agents, subcontractors or employees. Before
<br />commencing the work the Contractor will furnish to the City a
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