4-26-06 Attachment A Sample PSA.pdf

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PROFESSIONAL SERVICES AGREEMENT

STATE OF TEXAS §

COUNTY OF BRAZORIA §

This Agreement for professional services (“Agreement” or “Contract”) is made and entered into by and between BRAZORIA COUNTY TOLL ROAD AUTHORITY (“BCTRA”), a political subdivision of the State of Texas, hereinafter referred to as the “Authority” and [__________] Insert Consultant Company Name, a [Texas] Corporation, hereinafter referred to as “Consultant”.

RECITALS

The Authority intends to [insert Project Description], hereinafter called the “Project”

The Authority desires that Consultant perform certain professional engineering and related services in connection with the Project; and

Consultant represents that it is qualified and desires to perform such services.

In consideration of the mutual covenants, agreements and benefits to the Parties hereto, it is agreed as follows:

TERMS

Article 1 Scope of Agreement

1.01 The Consultant agrees to perform professional engineering services as set forth in the Exhibits attached hereto and incorporated herein.

Article 2 Character and Extent of Services

2.01 The Consultant shall perform its obligations under this Contract in accordance with the Scope of Work within the Consultant’s proposal attached hereto as Exhibit “A.” The Authority and Consultant may agree to amend this contract. All amendments to this contract will be added as “Exhibit F-*” (F-1, F-2, etc.).

2.02 The Consultant and the Authority agree and acknowledge that the Authority is entering into this Contract in reliance on the Consultant’s competence and qualifications, as those were presented to the Authority by Consultant with respect to professional services. The Consultant, in consideration for the compensation set forth expressly herein, shall at all times utilize its skill and attention to fully, timely, and properly render professional services for the development of the

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Project to final completion as set out in, or reasonably inferred from, the Scope of Work. This shall be done in a manner utilizing the degree of care ordinarily used by consultants performing similar services on projects of a similar nature and scope within the State of Texas.

2.03 [Include in Contracts for Engineering Services] The Consultant shall be represented by a professional engineer, who has been assigned by Consultant to manage the Project, licensed to practice in the State of Texas, at meetings of any official nature concerning the Project, including, but not limited to, scope meetings, status meetings, pre-bid meetings, pre-construction meetings and construction meetings with the Authority and staff and/or its contractors, unless otherwise set forth in the Scope of Work or approved in writing by the Authority.

2.04 Work, labor, services, and materials to be furnished by Consultant shall fully comply with applicable Federal, state and local laws, rules, regulations, statutes, ordinances and directives related to the Consultant and/or the Work. In the event of any change in the applicable Federal, state and local laws, rules, regulations, statutes, ordinances and directives related to the Consultant and/or the Work for the Project, which occur after the Effective Date of the Contract, and which Consultant was not and should not reasonably have been aware of, which require changes to the Work that has already been completed by the Consultant, or require work outside the Scope of Work, then the Consultant and the Authority shall attempt to agree in writing on the required modifications to the Scope of Work and an equitable fee and time adjustment resulting from such additional Scope of Work. Conflicts between any applicable Federal, state and local laws, rules, regulations, statutes, ordinances and directives related to the Consultant and/or the Work shall be brought to the attention of the Authority by Consultant.

2.05 Consultant shall comply with all Federal laws, including but not limited to, the specific laws identified and attached hereto as Exhibit “C” and incorporated herein and made part of this contract. The Consultant shall require and ensure that its contractors and subcontractors comply with all applicable laws.

2.06 All work provided under this Agreement shall conform to and be in the format required by Federal and state funding agencies, including guidelines and requirements of the Federal Transit Administration, the Federal Highway Administration, the Federal Emergency Management Agency, the Environmental Protection Agency, the Texas Commission on Environmental Quality, and the Texas Department of Transportation, as applicable to the Project. Other Federal and local funding sources may impose additional and/or differing requirements. The Project may utilize funding from the following: grants, ad valorem taxes, toll road revenue, toll road revenue bonds, surplus revenue or other funding, and this Contract shall adhere to the requirements applicable to the source of funding.

2.07 The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Contract, and the Consultant agrees that this Contract may be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter.

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Article 3 Time for Performance

3.01 The Consultant shall complete the services called for in this Agreement as set forth in schedule specified in Exhibit “A” or as further modified in Exhibit “F-*.” Consultant understands that time is of the essence to complete the services by the scheduled deadlines.

Article 4

Consultant Compensation

4.01 For and in consideration of the services rendered by the Consultant under Article 2, the Authority shall pay to the Consultant in accordance with its Fee Schedule in Exhibit “A” or as further modified in Exhibit “F-*.”

Article 5 Time of Payment

5.01 Monthly payments shall be made based upon that portion of the work which has been completed. Consultant shall provide, no later than the last day of each calendar month a sworn statement to the Authority, setting forth the percentage of the services provided which were completed during such calendar month, the compensation due, Consultant’s hourly rates, if applicable, subcontractor invoices and the respective backup documentation, and any other documentation required to support compensation due. Said statement shall be accompanied by an affidavit signed by an officer or principal of the Consultant certifying that the work was performed, it was authorized by the Authority and that all information contained in the invoice being submitted is true and correct.

5.02 Consultant agrees to maintain, for a period of five (5) years, detailed time records identifying each person performing the services, the date or dates that the services were performed, the applicable hourly rates, the total amount billed for each person and the total amount billed for all persons, and shall provide such other details as may be requested by the Authority for verification purposes. The Consultant shall retain its records and shall keep same available for inspection during regular business hours by Authority officials.

5.03 The Consultant’s statement becomes due and payable within thirty (30) days after receipt and approval by the Authority. The approval or payment shall not be considered to be evidence of performance by the Consultant to the point indicated by such statement or of receipt or acceptance by the Authority of the work covered by such statement.

Article 6

Compliance Standards

6.01 (a) The Consultant shall use that degree of care and skill commensurate with the Consultant’s profession to comply with all applicable state, Federal and local laws, ordinances, rules and regulations relating to the work to be performed hereunder and Consultant’s performance.

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(b) [Insert for Engineer Contracts] The Consultant agrees to perform the work hereunder in accordance with the Brazoria County road and bridge specifications or Texas Department of Transportation road and bridge specifications, the Brazoria County Drainage Criteria Manual and other generally accepted standards applicable thereto.

Article 7 Procurement, Suspension and Debarment

7.01 The Consultant certifies by execution of this Agreement or Contract that it is not ineligible for such participation in Federal or state assistance programs. The Consultant further agrees to include this certification in all Agreements or Contracts between itself and any subcontractor in connection with the services performed under this Agreement or Contract. The Consultant also certifies that it will notify the Authority in writing if it is not in compliance with Federal or State assistance programs at any time during the term of this Agreement or Contract. The Consultant agrees to refund the Authority for any payments made to the Consultant that would have been properly payable or reimbursable from Federal or state funds but for the fact that such payment failed to comply with Federal or state assistance programs.

Article 8

Ownership of Documents, Copyright

8.01 The Authority shall be the absolute and unqualified owner of all drawings, preliminary layouts, electronic documents and drawings, record drawings, sketches, reports, and other documents completed or partially completed, mylar reproducibles, preliminary layouts, created, produced, developed, or prepared, pursuant to this Agreement, by the Consultant or its approved outside advisory or support consultants (collectively the “Documents”) with the same force and effect as if the Authority prepared same.

8.02 Consultant shall deliver all Documents to the Authority within thirty (30) days of the termination or upon completion of this Agreement, whichever occurs first.

8.03 The Consultant may retain one (1) set of reproducible copies of such documents and such copies shall be for the Consultant’s sole use in preparation of studies or reports for the Authority only. The Consultant is expressly prohibited from selling, licensing or otherwise marketing or donating such documents, or using such documents in the preparation of other work for any other client, without the prior express written permission of the Authority.

8.04 The Authority shall be the owner of all intellectual property rights of the services rendered hereunder including all rights of copyright therein.

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Article 9 Public Contact

9.01 Contact with the news media, citizens of Brazoria County, the State of Texas or other governmental agencies shall be the responsibility of the Authority. Under no circumstances shall the Consultant release any material or information developed in the performance of its services hereunder without the express prior written permission of the Authority.

Article 10 Consultant’s Insurance Requirements

10.01 Prior to commencement of the Services, Consultant shall furnish the Authority with properly executed certificates of insurance which shall evidence all insurance required and provide that such insurance shall not be canceled, except on 30 days’ prior written notice to the Authority.

Consultant shall provide certified copies of insurance endorsements and/or policies if requested by the Authority. Consultant shall maintain such insurance coverage from the time Services commence until Services are completed and provide replacement certificates, policies and/or endorsements for any such insurance expiring prior to completion of Services. Consultant shall obtain such insurance written on an Occurrence form (except Professional Liability which is on a Claims Made policy) from such companies having a “Best” rating of V/VII or better, licensed or approved to transact business in the State of Texas, and shall obtain such insurance of the following types and minimum limits set forth on Exhibit “B.”

10.02 The Authority shall be named as additional insured to all required coverage except for Workers’ Compensation and Professional Liability. All liability policies including Workers’ Compensation written on behalf of Consultant shall contain a waiver of subrogation in favor of the Authority.

10.03 If required coverage is written on a claims-made basis, Consultant represents that any retroactive date applicable to coverage under the policy precedes the effective date of the contract;

and that continuous coverage will be maintained, or an extended discovery period will be exercised for a period of 2 years beginning from the time that work under the Agreement is completed.

Article 11 Indemnification

11.01 THE CONSULTANT SHALL INDEMNIFY THE AUTHORITY FROM AND AGAINST

CLAIMS AND LIABILITY, PERFORMED UNDER THIS CONTRACT WHICH RESULT FROM

NEGLIGENT ACT, ERROR, OR OMISSION OF THE CONSULTANT OR OF ANY PERSON

EMPLOYED BY THE CONSULTANT. THE CONSULTANT SHALL IN PROPORTION OF

CONSULTANT’S LIABILITY BE RESPONSIBLE TO REIMBURSE THE AUTHORITY FOR

REASONABLE EXPENSES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S

FEES, TO THE EXTENT ARISING OUT OF THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OF

THE CONSULTANT, ITS AGENTS, OR EMPLOYEES.

11.02 CONSULTANT’S DUTY TO INDEMNIFY THE AUTHORITY SHALL AS DESCRIBED

ABOVE BE ABSOLUTE. IT SHALL NOT ABATE OR END BY REASON OF THE EXPIRATION OR

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TERMINATION OF THIS AGREEMENT UNLESS OTHERWISE AGREED BY THE AUTHORITY IN

WRITING. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THE

AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT WITH RESPECT TO ALL

SUCH MATTERS NO MATTER WHEN THEY ARISE.

Article 12

Dispute Resolution

12.01 In the event of a dispute related to the breach of this Agreement that cannot be settled through negotiation, the Authority and Consultant agree to submit the dispute to mediation.

12.02 All expenses associated with mediation shall be shared fifty (50) percent by each party.

12.03 The requirement to seek mediation shall be a condition required before filing an action at law or in equity, unless to do so would prevent either party from seeking relief in a court of law in equity under any applicable statutes of limitation.

Article 13 Termination

13.01 The Authority may terminate this Agreement at any time by notice in writing to the Consultant. Upon receipt of such notice, the Consultant shall discontinue all services in connection with the performance of this Agreement and shall proceed to promptly cancel all existing orders and contracts insofar as such orders or contracts are chargeable to this Agreement. As soon as practicable after receipt of notice of termination, the Consultant shall submit a statement, showing in detail the services performed under this Agreement to the date of termination. The Authority shall then pay the Consultant that proportion of the prescribed charges which the services actually performed under this Agreement bear to the total services called for under this Agreement, less such payments on account of the charges as have been previously made. Copies of all completed or partially completed designs, electronic data files, drawings and specifications of any kind prepared under this Agreement shall be delivered to the Authority when and if this Agreement is terminated.

Article 14 Notice

14.01 Any notice permitted or required to be given to the Authority hereunder may be given by hand-delivery or certified United States mail, postage prepaid, return receipt requested addressed to:

BCTRA: Consultant:

Brazoria County Toll Road Authority Consultant Company Name 451 N. Velasco, Suite 230 Consultant Company Address 1 Angleton, Texas 77515 Consultant Company Address 2 ATTN: Karen McKinnon ATTN: Consultant Point of Contact Email: BCTRA@brazoriacountytx.gov Email: Consultant Point of Contact Email Phone: 979-864-1265 Phone: Consultant Point of Contact Phone

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14.02 Such notice shall be deemed given upon receipt of hand-delivery or, if mailed, three days after the date of deposit of the notice in the United States mail as aforesaid.

Article 15 Successors and Assigns

15.01 Neither the Authority nor the Consultant shall assign, sublet, or transfer its or his interest in this Agreement without the prior written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any public body which may be a party hereto.

Article 16 Applicable Law

16.01 The laws of the State of Texas govern all disputes arising out of or relating to this Agreement. The parties hereto acknowledge that venue is proper in Brazoria County, Texas for all legal actions or proceedings arising out of or relating to this Agreement and waive the right to sue or be sued elsewhere. Nothing in this Agreement shall be construed to waive any sovereign, governmental or other immunity applicable to the Authority.

Article 17 Modifications

17.01 This instrument contains the entire Agreement between the parties related to the rights herein granted and obligations herein assumed. Any oral or written representations or modifications concerning this instrument shall be of no force and effect excepting a subsequent modification in writing signed by both parties.

Article 18 Authority of BCTRA Managers

18.01 The BCTRA Managers shall decide any and all questions which may arise as to the interpretation of this Agreement and all questions as to the acceptable fulfillment of this Agreement by the Consultant. The decision of the BCTRA Managers shall be final. It is mutually agreed by both parties that the BCTRA Managers shall act as referee in all questions arising under the terms of this Agreement between the parties hereto and that the decisions of the BCTRA Managers in such shall be final and binding alike on both parties hereto. But, nothing contained in this Article shall be construed to authorize the BCTRA Managers to alter, vary or amend any of the terms or provisions of this Agreement.

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Article 19 Severability

19.01 If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable.

Article 20 Merger

20.01 The Parties agree that this Agreement contains all of the terms and conditions of the understanding of the parties relating to the subject matter hereof. All prior negotiations, discussions, correspondence and preliminary understandings between the parties and others relating hereto are superseded by this Agreement.

Article 21 Boycott Verification

21.01 This verification is required pursuant to Sections 808, 809, 2271, and 2274 (87(R) Senate Bill 13 and 19 versions) of the Texas Government Code:

Definitions:

1. Per Government Code Chapter 808, “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purpose

2. Per Government Code Chapter 809, "Boycott energy company" means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company:

(A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or

(B) does business with a company described by Paragraph (A).

3. Per Government Code Chapter 2274 (87(R) Senate Bill 19), "Discriminate against a firearm entity or firearm trade association":

(A) means, with respect to the entity or association, to:

(i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association;

(ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association;

or

(iii)terminate an existing business relationship with the entity or association based

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4. “Company” has the meaning assigned by Texas Government Code Sections 808.001(2), 809.001(2), and 2274.001(2) (87(R) Senate Bill 19).

This verification is only required for a contract that is between a governmental entity and a company with 10 or more full-time employees; and has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. If your contract value or number of employees does not reach that threshold, please provide a written certification of the contract amount and number of employees.

By signing this Contract, Consultant makes the following verifications to the extent required by the statutory authority referenced above: Consultant (including any affiliate of Consultant):

(A) does not boycott Israel currently;

(B) will not boycott Israel during the term of this Contract;

(C) does not boycott energy companies currently;

(D) will not boycott energy companies during the term of this Contract;

(E) does not discriminate against firearm entities or firearm trade associations currently;

and

(F) will not discriminate against firearm entities or firearm trade associations during the term of this Contract.

21.02 All requirements of Subtitle A, Title 8, Texas Government Code, Chapter 808, apply to this Contract, and the Consultant, by signing below, hereby verifies its understanding of the exemptions contained therein.

21.03 Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of this Article.

Article 22 Attachments

22.01 The following attachments are a part of this Agreement:

Exhibit A Scope of Work, Fee Schedule and Project Schedule Exhibit B Authority’s minimum insurance requirements Exhibit C Compliance with Laws Exhibit D Certificate of Interested Parties Exhibit E Conflict of Interest Disclosure Exhibit F Contract Amendments (As Needed) men t A

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Article 23 Execution

23.01 The Authority executes this Agreement pursuant to actions taken by the Board of Directors of the Authority approving this Contract or authorizing its execution and delivery by the Chairman of the Authority or another authorized representative of the Authority. This Agreement shall not become effective until executed by all Parties hereto.

Brazoria County Toll Road Authority Consultant Company Name a Texas company

By: ___________________________ By: _________________________

Gary Idoux, Chairman Name: Executing Individual’s Name

Board of Directors Title: Executing Individual’s Title

Date: ___________________ Date: _________________________

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EXHIBIT A

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EXHIBIT “A”

SCOPE OF WORK, FEE SCHEDULE AND PROJECT SCHEDULE

INSERT PROPOSAL AND SCHEDULE

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EXHIBIT B

EXHIBIT “B”

INSURANCE REQUIREMENTS

1. Workers Compensation in accordance with the laws of the State of Texas. Substitutes to genuine Workers’ Compensation Insurance will not be allowed.

2. Employers’ Liability insurance with limits of not less than $1,000,000 per injury by accident, $1,000,000 per injury by disease, and $1,000,000 per bodily injury by disease.

3. Commercial general liability insurance with a limit of not less than $1,000,000 each occurrence and $2,000,000 in the annual aggregate. Policy shall cover liability for bodily injury, personal injury, and property damage and products/completed operations arising out of the business operations of the policyholder.

4. Business Automobile Liability coverage applying to owned, non-owned and hired automobiles with limits not less than $1,000,000 each occurrence combined single limit for Bodily Injury and Property Damage combined.

5. Professional Liability insurance with limits not less than $1,000,000 each claim/annual aggregate.

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EXHIBIT C

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EXHIBIT “C”

COMPLIANCE WITH LAWS

The Consultant agrees to abide by any and all applicable Federal and state laws. The following list of Federal laws is illustrative of the type of requirements generally applicable to transportation projects. It is not intended to be exhaustive. The Consultant shall require that its contractors and subcontractors comply with applicable laws:

i. The Americans With Disabilities Act of 1990 and implementing regulations (42 U.S.C. §§ 12101 et seq.; 28 C.F.R. § 35; 29 C.F.R. § 1630);

ii. Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000d et seq.) and United States Department of Transportation regulation, 49 C.F.R. Part 21;

iii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (42 U.S.C. §§ 4601 et seq.), with the understanding that the requirements of said Act are not applicable with respect to utility relocations except with respect to acquisitions by the Borrower of easements or other real property rights for the relocated facilities;

iv. Equal employment opportunity requirements under Executive Order 11246 dated September 24, 1965 (30 F.R. 12319), any Executive Order amending such order, and implementing regulations (29 C.F.R. §§ 1625-27, 1630; 28 C.F.R. § 35; 41 C.F.R. § 60;

and 49 C.F.R. § 27);

v. Restrictions governing the use of Federal appropriated funds for lobbying (31 U.S.C.

§ 1352; 49 C.F.R. § 20);

vi. The Clean Air Act, as amended (42 U.S.C. §§ 1857 et seq., as amended by Pub. L. 91- 604);

vii. The National Environmental Policy Act of 1969 (42 U.S.C. §§ 4321 et seq.);

viii. The Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251 et seq., as amended by Pub. L. 92-500);

ix. The Endangered Species Act, 16 U.S.C. § 1531, et seq.

x. 23 U.S.C. §138 [49 U.S.C. §303]

xi. The health and safety requirements set forth in 23 C.F.R. § 635.108;

xii. The prevailing wage requirements set forth in 42 U.S.C. § 276a, 23 U.S.C. § 113, as supplemented by 29 C.F.R. Part 5, 23 C.F.R. §§ 635.117(f), 635.118 and FHWA Form 1273 §§ IV and V for those contracts that involve construction of highway improvements;

xiii. The Buy America requirements set forth in Section 165 of the Surface Transportation Assistance Act of 1982 and implementing regulations (23 C.F.R. § 635.410);

xiv. The requirements of 23 U.S.C. §§ 101 et seq. and 23 C.F.R.; and

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EXHIBIT C

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xv. The applicable requirements of 49 C.F.R. Part 26 relating to the Disadvantaged Business Enterprise program.

AGREED TO AND ACKNOWLEDGED THIS [date] _____________________________

Consultant Company Name a Texas company

By: _________________________

Name: Executing Individual’s Name

Title: Executing Individual’s Title

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EXHIBIT D

EXHIBIT “D”

CERTIFICATE OF INTERESTED PARTIES

All contracts and contract amendments, extensions, or renewals executed by the Authority will require the completion of Form 1295 “Certificate of Interested Parties” pursuant to Government Code § 2252.908. Form 1295 must be completed by the Consultant and submitted with the partially executed Professional Services Agreement prior to final execution by the Authority. The Consultant shall update this document and resubmit it as needed for the duration of this contract.

The Texas Ethics Commission has posted a video which explains the process on how to submit Form 1295. The video link is available on the Brazoria County Purchasing website at http://brazoriacountytx.gov/departments/purchasing/doing-business.

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EXHIBIT E

EXHIBIT “E”

CONFLICT OF INTEREST DISCLOSURE

Texas Local Government Code Chapter 176 requires that any vendor or person who enters or seeks to enter into a contract with a local governmental entity (including any agent of such person or vendor) disclose in the Questionnaire Form CIQ the vendor or person’s employment, affiliation, business relationship, family relationship or provision of gifts that might cause a conflict of interest with a local governmental entity. By law, this questionnaire must be completed and filed with the records administrator of Brazoria County no later than the seventh business day after the date the person engages or communicates with Brazoria County or becomes aware of facts that require the completion of the questionnaire pursuant to Texas Local Government Code Section 176.006.

A person commits an offense if the person knowingly violates Texas Local Government Code section 176.006. An offense under this section is a Class C misdemeanor.

A copy of House Bill 23 which amended the Texas Local Government Code Chapter 176 is available at: http://www.capitol.state.tx.us/tlodocs/84R/billtext/html/HB00023F.HTM.

Texas Local Government Code Chapter 176 can be found here:

http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.176.htm.

By submitting a response to this request, the Consultant represents compliance with the requirements of Texas Local Government Code Chapter 176. If required, send completed forms to:

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http://www.capitol.state.tx.us/tlodocs/84R/billtext/html/HB00023F.HTM http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.176.htm

EXHIBIT F

EXHIBIT “F”

CONTRACT AMENDMENTS

INSERT ALL AMENDMENTS TO THIS CONTRACT AS EXHIBIT F-1, F-2, ETC.

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Definitions: