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Exhibit A
<br />City of San Marcos, Texas
<br />Terms and Conditions for Professional Services Agreements
<br />1. Standards of Performance
<br />(a) The performance of all services by the Contractor under
<br />this Agreement will be by persons appropriately licensed or
<br />registered under State, local and Federal laws.
<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.
<br />(c) Any provisions in this Agreement pertaining to the City's
<br />review, approval and /or acceptance of written materials
<br />prepared by the Contractor and/or its subcontractors in
<br />connection with this Agreement will not diminish the
<br />Contractor's responsibility for the materials.
<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 at
<br />mutually convenient times to assemble this data and information.
<br />(e) In performing all services under this Agreement, the
<br />Contractor will comply with all local, State and Federal laws.
<br />2. City's Responsibilities
<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.
<br />(b) The City will designate an authorized representative to
<br />act 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 renders responses to the Contractor on
<br />issues requiring a decision by the City.
<br />3. Contractor's Records
<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.
<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.
<br />(c) The Contractor will furnish to the City at such time and
<br />in such form as the City may require, financial statements
<br />including audited financial statements, records, reports, data and
<br />information, as the City may request pertaining to the matters
<br />covered by this Agreement.
<br />4. Ownership and Use of Documents
<br />(a) All documents prepared by the Contractor in connection
<br />with this Agreement will become the property of the City.
<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.
<br />5, Term; Termination of Agreement
<br />(a) The term of this Agreement begins upon the date of the
<br />letter agreement, and will renew automatically unless terminated in
<br />accordance with this Section.
<br />(b) This Agreement may be terminated by either party upon 15
<br />days prior written notice should the other party fail substantially
<br />to perform in accordance with its terms through no fault of the party
<br />initiating the termination.
<br />(c) This Agreement may be terminated at will by the City upon
<br />at least 30 days prior written notice to the Contractor.
<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 />bonze by the City.
<br />6. Insurance and Indemnity
<br />(a) The Contractor
<br />will hold harmless, indemnify and defend the City and its employees,
<br />agents, officers and servants from any and all lawsuits, claims,
<br />demands and causes of action of any kind arising from the negligent
<br />or intentional acts, errors or omissions of the Contractor, its officers,
<br />employees or agents. This will include, but not be limited to, the
<br />amounts of judgments, penalties, interest, court costs, reasonable legal
<br />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.
<br />(b) The Contractor will procure and maintain at its expense
<br />insurance with insurance companies authorized to do business in the
<br />State of Texas, covering all operations under this Agreement, whether
<br />performed by the Contractor or its agents, subcontractors or
<br />employees. Before commencing the work the Contractor will furnish
<br />to the City a certificate or certificates in a form satisfactory to the
<br />City, showing that Contractor has complied with this paragraph. All
<br />certificates will provide that the policy will not be canceled until at
<br />least 30 days written notice has been given to the City, and will name
<br />the City as an additional insured on all coverages except workers'
<br />compensation and professional liability. The ]rinds and amounts of
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