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<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
<br />registered 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
<br />special expertise in the types of services involved under this
<br />Agreement
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<br />(c) Any provisions in this Agreement pertaining to the City's
<br />review, approval and lor acceptance of written materials
<br />prepared by the Contractor andlor its subcontractors in
<br />connection with this Agreement will not diminish the
<br />Contractor's responsibility for the materials,
<br />
<br />(d) The Contractor will perform all of its services in
<br />coordination with the City, The Contractor will advise the City
<br />of data and information the Contractor needs to perform its
<br />services, and the Contractor will meet with City representatives
<br />at mutually convenient times to assemble this data and
<br />information.
<br />
<br />(e) In performing all services under this Agreement, the
<br />Contractor will comply with all local, State and Federal laws.
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<br />2. City's Responsibilities
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<br />(a) The City will provide information to the Contractor
<br />regarding the City's requirements for the Contractor's services
<br />under this Agreement The City will furnish the Contractor with
<br />copies of data and information in the City's possession needed
<br />by the Contractor, at the Contractor's request
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<br />(b) The City will designate an authorized representative to act
<br />on the City's behalf with respect to this Agreement The City
<br />will examine documents and information submitted by the
<br />Contractor, and promptly render responses to the Contractor on
<br />issues 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
<br />mutually convenient times,
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<br />(b) The City, its auditors and federal and state agencies that
<br />have monitoring or auditing responsibilities for this Agreement
<br />will have access to any books, documents, papers and records of
<br />the Contractor which are directly pertinent to this Agreement for
<br />the 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 audited
<br />financial statements, records, reports, data and information, as the
<br />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
<br />City, for a period of three years, except that in the event the
<br />Contractor goes out of business during that period, it will turn over to
<br />the City all of its records relating to the Project for retention by the
<br />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
<br />perform in accordance with its terms through no fault of the party
<br />initiating the termination,
<br />
<br />(c) This Agreement may be terminated at will by the City upon at
<br />least 30 days prior written notice to the Contractor.
<br />
<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
<br />with 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
<br />services described in this Agreement, whether completed or in
<br />progress. The expense of the reproduction of these items will be
<br />borne by the City
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<br />6. Insurance and Indemnitv
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<br />(a) The Contractor will hold harmless, indemnify and defend the
<br />City and its employees, agents, officers and servants from any and all
<br />lawsuits, claims, demands and causes of action of any kind arising
<br />from the negligent or intentional acts, errors or omissions of the
<br />Contractor, its officers, employees or agents. This will include, but
<br />not be limited to, the amounts of judgments, penalties, interest, court
<br />costs, reasonable legal fees, and all other expenses incurred by the
<br />City arising in favor of any party, including the amounts of any
<br />damages or awards resulting from claims, demands and causes of
<br />action for personal injuries, death or damages to property
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<br />(b) The Contractor will procure and maintain at its expense
<br />insurance with insurance companies authorized to do business in the
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