GBRA Master Servies Engineering Agreement template.pdf

ENGINEERING MASTER SERVICES AGREEMENT

FOR THE

GUADALUPE-BLANCO RIVER AUTHORITY

This Engineering Services Agreement (this “Agreement”) is made and entered into as of the ____ day of _____________, 2025, by and between the Guadalupe-Blanco River Authority, with its principal office at 2225 E. Common Street, New Braunfels, Texas, Comal County, Texas 78130 (hereinafter referred to as “GBRA") and [engineering consultant] with its principal office located at [address] (hereinafter referred to as “Engineer").

WITNESSETH:

WHEREAS, GBRA provides stewardship for the water resources in its ten-county statutory district, which includes providing water and wastewater services to the cities that are within or adjacent to the Guadalupe-Blanco River basin.

WHEREAS, GBRA owns and/or operates various facilities, infrastructure and systems including water treatment plants, wastewater treatment plants, raw and treated water pipelines, wastewater collection systems, dams, reservoirs, canals, and levees. GBRA owns state issued water rights and potentially anticipates a need to purchase additional water rights in the future. GBRA also serves a vital role in state and regional water planning endeavors; and

WHEREAS, GBRA recognizes the need to conduct studies, perform design, and seek engineering input and opinions related to the aforementioned facilities, infrastructure, systems, water rights and water planning (the “Project”); and

WHEREAS, GBRA desires to obtain engineering services in connection with the Project; and

WHEREAS, the Engineer represents that it is qualified and capable of performing the engineering services proposed herein and is willing to enter into an Agreement with GBRA to perform such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, GBRA and Engineer agree as follows:

ARTICLE I

RETAINER

GBRA agrees to retain the Engineer and the Engineer agrees to perform engineering services in connection with the Project. GBRA agrees to pay and the Engineer agrees to accept fees as specified hereinafter as full and final compensation for the services authorized and completed.

It is understood and agreed that no professional services of any nature shall be undertaken under this Agreement by the Engineer until Engineer is instructed in writing by GBRA's General Manager or his designated representative to commence with the work.

ARTICLE II

PROFESSIONAL QUALITY

Engineer shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all designs, drawings, documents, estimates, specifications, reports, studies and other material (hereinafter collectively referred to as "Project Documents") and services furnished by the Engineer under this Agreement. Approval by GBRA of Project Documents, services, and incidental engineering services shall not in any way relieve the Engineer of responsibility for the technical accuracy of the engineering services performed. GBRA's review, approval or acceptance of, or payment for any of the services described herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

ARTICLE III

BASIC ENGINEERING SERVICES

Engineer agrees to perform basic engineering services in connection with the Project as hereinafter stated, in accordance with the stipulations within this Agreement. The Engineer shall perform basic engineering services necessary for the development of the Project as follows:

Water Treatment Facilities Water Transmission and Distribution Systems Wastewater Treatment Facilities Wastewater Collection

Services necessary for the development of the Project shall be conducted in the form of work authorizations that will (a) be defined and negotiated by and between GBRA and Engineer, (b) will describe the specific services to be performed and will also define schedule and fee information. The Work Authorizations which define the specific services will be executed by both GBRA and Engineer and shall be numbered sequentially (Work Authorization 1, Work Authorization 2, etc.).

ARTICLE IV

SPECIAL ENGINEERING SERVICES

Various special services incidental to the Project, but not within the scope of the basic engineering services covered by Article III may be requested or arranged for separately by GBRA, or may be added to the Engineer's responsibilities by mutual agreement and written authorization include, but are not necessarily limited to, the following:

(1) Prepare to serve or serve as an expert witness on behalf of GBRA in connection with any public hearings or legal proceedings;

ARTICLE V

SERVICES BY GBRA

GBRA and its representatives will render services inclusive of the following:

(1) Provide available criteria and full information as to GBRA's requirements for the Project;

(2) Assist the Engineer by providing all available written data pertinent to the Project;

(3) Examine documents submitted by the Engineer and render a prompt decision;

(4) The General Manager of GBRA or his designated representative shall appoint, in writing, a representative that the Engineer shall be entitled to rely upon regarding decisions made by GBRA. All subsequent communication to GBRA shall be deemed made when conveyed in writing to the representative at the location specified in Article XV, NOTICES;

and

(5) The services, information, and reports required by this Article shall be furnished at GBRA's expense, and GBRA will use its best efforts to apprise the Engineer of any inaccuracies or inconsistencies in the information provided.

ARTICLE VI

COMPENSATION

A. BASIC ENGINEERING SERVICES

For and in consideration of the basic engineering services to be rendered by the Engineer, GBRA shall pay, and the Engineer shall receive compensation as set forth herein. All remittance by GBRA for such compensation shall either be mailed or delivered to the Engineer's office as identified in Article

XV, NOTICES.

Unless otherwise agreed upon in writing by the parties, Compensation for basic engineering services shall be based on personnel time plus actual expenses at the hourly rates or specific fees as shown in the fee schedule/hourly rate schedule provided pursuant to separate Work Authorization(s), incorporated herein fully and which form a part of this Agreement.

For all the Engineer's personnel time applied to the basic engineering services, compensation shall be based on the billing rates set forth in Attachment A.

B. DIRECT NON-LABOR EXPENSES

(1) All direct non-labor expenses related to mileage, travel and lodging expenses for the Engineer or any Subcontractor shall be limited, to travel expenses authorized for state employees by the General Appropriations Act, Tex. Leg. Regular Session, 2019, Article IX, Part 5, as amended or as superseded by a subsequent General Appropriations Act in effect at the time of the travel. Receipts, airline or public carrier tickets, or paid-stamped invoices will be required for transportation, lodging, meals and other travel expenses.

(2) All other direct costs, including without limitation, all subcontractor services, shall be billed at actual cost and Receipts and paid stamped invoices must be provided by Engineer.

C. METHOD OF BILLING

For services required under this Agreement, Engineer shall submit statements monthly reflecting Engineer's requested compensation for that portion of the basic engineering services or special services completed by Engineer. Engineer must submit documentation substantiating all of the actual costs and expenses related to the basic engineering services for which Engineer has requested compensation of payment. Such documentation shall include but not be limited to the following:

(1) The name of each individual performing services, individual’s billing category, and the date and number of hours associated with each individual's performance or services for the period of time identified with any billing invoice. The invoice will reflect the number of hours associated with the individual tasks outlined in Article III; and

(2) A copy of any invoices paid directly by the Engineer for any outside services or product which relate to the Project, and which Engineer has requested reimbursement.

(3) A Progress Report outlining the work completed on the individual tasks outlined in Article

III during the period of time identified with any billing invoice.

All records pertaining to services for which payment has been made other than personnel time paid at the rates in Attachment A shall be subject to audit by GBRA in accordance with Article VII.

Engineer may be required to furnish additional records as requested by GBRA pursuant to Article VII.

D. TIME OF PAYMENT OF COMPENSATION

The Engineer shall submit a request for partial payments for services on a monthly basis by submitting monthly statements to GBRA. Final payment for services authorized shall be due upon completion of these services.

Payment conditions, conditions for the dispute of payment and remedies in the event of late payment shall be governed by Texas Government Code § 2251.001, et seq., relating to Payment for Goods and Services by state and local governmental entities.

ARTICLE VII

AUDIT OF RECORDS

All records of the Engineer which have been used to determine the fees earned by the Engineer and billed to GBRA pursuant to Attachment A shall be open to inspection and subject to audit and/or reproduction by GBRA's agent or its authorized representative to the extent necessary to adequately permit evaluation and verification of cost of the services upon completion of the Project. The relationship between direct salary and salary cost has been included in the billing rates in Attachment A and is not subject to an audit or a redetermination of any kind. In addition, this Article shall apply to subcontractors and direct purchases only to the extent Engineer has possession of such invoices. Additionally, GBRA may require inspection and copying of any and all information, materials and data of every kind and character that GBRA, in its sole discretion, deems to have any bearing on or pertain to the payments subject to this audit. GBRA or its designee shall be afforded access to all of the Engineer’s records pursuant to the provisions of this Article at the conclusion of the term of the Agreement and for a period of three (3) years after final payment. GBRA shall provide advance written notice prior to commencement of such audits and shall occur at such day and time as agreed upon by the parties.

ARTICLE VIII

INSURANCE REQUIREMENTS & W-9

During the term of this Agreement, Engineer shall maintain, and shall require its subcontractors to maintain the following minimum insurance coverage and with carriers approved by

GBRA.

(1) Workers Compensation and Employer’s Liability:

Workers Compensation: Statutory Limits Employer’s Liability:

Bodily Injury by Accident $ 1,000,000 Each Accident Bodily Injury by Disease $ 1,000,000 Each Employee Bodily Injury by Disease $ 1,000,000 Policy Limit

Required Endorsements:

Notice of Cancellation – as required by Section 6 below.

Waiver of Subrogation – as required by Section 7 below.

(2) General Liability; Products - Completed Operations Coverage and Contractual Liability:

General Each Occurrence: $ 1,000,000 General Aggregate: $ 2,000,000 Per Project Aggregate: $ 1,000,000 Personal and Advertising Injury: $ 1,000,000 Products – Comp/Op Aggregate: $ 1,000,000

Required Endorsements:

Additional Insured: Additional insured status shall be provided in favor of GBRA Parties on ISO forms CG 20 10, CG 2026 or an equivalent approved by GBRA.

Primary and Non-Contributing Liability: It is the intent of the parties to this Contract that all insurance coverage required herein shall be primary to and shall seek no contribution from all insurance available to GBRA with GBRA Parties’ insurance being excess, secondary and non-contributing. This CGL coverage shall be endorsed to provide such primary and non-contributing liability coverage.

The General Aggregate Limit shall apply separately to each “Project” of the Named Insured.

Notice of Cancellation – as required by Section 6 below.

Waiver of Subrogation – as required by Section 7 below.

(3) Umbrella Liability:

Umbrella Each Occurrence: $ 1,000,000 Umbrella Aggregate: $ 2,000,000

Required Endorsements:

Notice of Cancellation – as required by Section 6 below.

Waiver of Subrogation – as required by Section 7 below.

(4) Automobile Liability: Owned, Hired, and Non-Owned Vehicles:

Combined Single Limit: $ 500,000 Each Accident

Required Endorsements:

Notice of Cancellation – as required by Section 6 below.

Waiver of Subrogation – as required by Section 7 below.

(5) Professional liability:

Professional Liability Limit: $ 1,000,000 Per Claim/Annual Aggregate

If the coverage is project specific it must have an extended discovery period of not less than three (3) years after completion or termination of the Project.

(6) Notice of Cancellation or Reduction by Endorsement in Coverage:

In the event of cancellation or reduction by endorsement in coverage or a non-renewal affecting GBRA, thirty (30) days prior written notice shall be given to the certificate holder.

(7) Waiver of Subrogation:

Engineer hereby agrees to waive its rights of recovery from GBRA with regard to all causes of property and/or liability loss and shall cause a waiver of subrogation endorsement to be provided in favor of GBRA on all insurance coverage carried by the Engineer, whether required or not (except Engineer’s professional liability insurance).

(8) Evidence of Insurance:

Engineer agrees to furnish to GBRA copies of Engineer’s policy prior to commencement of any work including applicable certificates reflecting that the above-required insurance coverages are in full force and effect. Engineer also agrees to furnish certificates of insurance as further information about all coverages and endorsements required in this section. Such certificates of insurance, upon approval by GBRA, shall be attached hereto as Attachment B and shall be incorporated herein for all purposes.

Engineer’s failure to comply with the aforementioned Insurance requirements shall be a material breach by Engineer and GBRA retains the right to declare the Agreement void should Engineer fail to cure the breach within ten (10) days after receipt of notice of from

GBRA.

(9) W-9:

Engineer, shall prior to commencement of work, provide GBRA with a Form W-9, Request for Taxpayer Identification Number and Certification. GBRA retains the right to withhold any payment due under this Agreement until such time as the aforementioned form has been received.

ARTICLE IX

ASSIGNMENT

Engineer may not assign this Agreement in whole or in part for any purpose without the written consent of GBRA. Any purported assignment without such consent shall be null and void. GBRA and the Engineer and its successors and assigns shall be bound to all obligations set forth under this Agreement.

ARTICLE X

TERMINATION/FORCE MAJUERE

Either party may terminate this Agreement upon thirty (30) days written notice to the other. Upon receipt of such written notice, all work and labor being performed under this Agreement shall immediately cease, pending final cancellation at the end of such thirty (30) day period. Engineer shall be compensated in accordance with the terms of this Agreement for all work completed and approved by GBRA prior to the receipt of notice of such termination. All completed or partially completed Project Documents prepared under this Agreement shall be delivered to GBRA, which it may use in any manner deemed necessary. All rights, duties, liabilities, and obligations accrued prior to such termination shall survive termination. Engineer shall be liable for any damages suffered by GBRA as a result of Engineer's termination of this Agreement.

The obligations of either party to perform under this Agreement will be excused during each period of delay caused by acts of God, war or terrorism, or by shortages of power or materials or government orders which are beyond the reasonable control of the party obligated to perform and prevents the party from being able to perform ("Force Majeure Event"). In the event that either party ceases to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event, such party shall: (a) promptly notify the other party in writing of such Force Majeure Event and its expected duration; (b) take all reasonable steps to recommence performance of its obligations under this Agreement as soon as possible.

ARTICLE XI

PROJECT DOCUMENTS

All Project Documents are and shall become the property of GBRA. The Engineer is not responsible and is hereby released from responsibility for GBRA's use of the documents for any purpose other than for this Project. The Engineer may retain a set of reproducible copies of drawings and other documents; however, Engineer shall not provide to or use this work product for any third party or subsequent project without the express written consent of GBRA.

ARTICLE XII

PRIVATE LAND ENTRY

Engineer shall not enter any property owned by others on GBRA's behalf to survey, to perform soil tests, or for other reasons related to the performance of services under this Agreement until the Engineer has secured the landowner's permission to so enter and perform such activities.

ARTICLE XIII

LAWS AND ORDINANCES

Engineer shall at all times observe and comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and orders of any public authority, which in any manner affect this Agreement or the Project. Engineer agrees, moreover, not to discriminate against any employee or applicant for employment because of race, religion, color, sex, age, disability, or national origin.

Engineer agrees to comply with the Immigration Reform and Control Act of 1986 and the Americans with Disabilities Act of 1990. Engineer’s non-compliance with this section shall be deemed a material breach and subject to the indemnification provisions set forth below.

ARTICLE XIV

INDEMNIFICATION

Engineer agrees to indemnify, defend and hold harmless GBRA all of its officials, Boards, officers, agents representatives, volunteers, and employees, from and against any and all liability, claims, suits, demands, judgments, or causes of action, including all expenses of litigation, settlement, court costs and legal fees incurred by GBRA in defense of such claim which may arise by reason of injury to or death or debt of any person, or for loss of, damage to or loss of use of any property, including real or personal property, arising directly or indirectly out of the following acts or performance of this Agreement by Engineer or any of its officer’s, officials, agents, and employees: (1) the negligent or intentional acts or omissions regardless of location that such act or omission occurred; (2) Engineer's failure to maintain adequate public liability insurance, workers' compensation coverage; or (3) breach of any of the terms contained herein.

With respect to settlement of a claim, Engineer may not, without GBRA’s written consent either (i) admit fault on the part of GBRA or (ii) settle any such claim in any manner affecting GBRA’s rights or obligating GBRA to act or not to take action including but not limited to obligating GBRA to pay money.

Engineer's indemnification obligation also extends to claims in which both parties are determined by a court of competent jurisdiction to be at fault. In such circumstances, Engineer shall be liable for the portion of such claims attributable to its own fault.

ARTICLE XV

NOTICES

All notices and communications under this Agreement to be delivered to GBRA shall be sent to the address of GBRA as follows, unless and until the Engineer is otherwise notified:

Guadalupe-Blanco River (GBRA) 2225 E. Common Street New Braunfels, Texas 78130

Attention: Charles M. Hickman, P.E.

Executive Manager of Engineering

All notices and communications under this Agreement to be delivered to the Engineer shall be sent to the address of the Engineer as follows, unless and until GBRA is otherwise notified:

[engineering consultant]

[address] Attention: [point of contact]

ARTICLE XVI

INDEPENDENT CONTRACTOR

The services performed hereunder by the Engineer shall be subject to GBRA's inspection and approval, but the detailed manner and method of doing said services shall be under the control of the Engineer. In the performance of services hereunder, Engineer shall be deemed an independent contractor, and any of its employees performing services required hereunder shall be deemed solely employees of Engineer or its subcontractor, and not employees of GBRA.

ARTICLE XVII

SUBCONTRACTORS

In fulfilling its duties pursuant to this Agreement, it is anticipated that the Engineer may subcontract to individuals, corporations, organizations, governments or governmental subdivisions or agencies, partnerships, associations, or other legal entities. Such subcontracts may be entered into only with written approval from GBRA.

GBRA encourages Engineer to provide equal opportunity to historically underutilized business enterprises.

ARTICLE XVIII

LEGAL CONSTRUCTION AND CHOICE OF LAW

In case any one or more of the provisions contained in this Agreement shall be for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties hereunder, shall be governed by the laws of the State of Texas. All amounts due under this Agreement, including damages for its breach, shall be paid in Guadalupe County, Texas. This Agreement is performable in Guadalupe County, Texas and as such any legal proceeding for enforcement shall occur in same.

Nothing in this Agreement is intended to waive any sovereign or governmental immunity available to GBRA, its employees, managers, officers, or directors under Texas law or waive any defenses of Engineer or GBRA under Texas law. This Agreement was intended only for the benefit of the parties listed hereunder and as such does not create or grant any right or cause of action in favor of any third party against GBRA or Engineer, their employees, officers, directors, or representatives.

ARTICLE XIX

REPRESENTATIONS

Engineer represents that no officer, employee, or agent of GBRA has sought or received compensation in any way with respect to the consideration or execution of this Agreement, and in no event will Engineer pay a fee to, or in any other manner compensate GBRA officers, employees, or agents in connection with the approval or performance of this Agreement. Engineer acknowledges and agrees that, if applicable, they have complied with the disclosure requirements set forth in §176.006 of the Texas Local Government Code. Engineer expressly warrants and represents that no promise or agreement which is not herein expressed has been made to Engineer in executing this Agreement and Engineer is not relying upon any such statement or representation of GBRA, its officials, officers, agents or employees in entering into this Agreement. Engineer is relying on its own judgement in entering into this Agreement and has been represented by independent legal counsel in this matter.

A breach of any provision contained in this Article shall result in automatic termination of this Agreement. Engineer shall be liable for all damages to GBRA occasioned by a termination under this Article.

ARTICLE XX

CERTIFICATE OF INTERESTED PARTIES

Engineer acknowledges that for contracts needing board of director approval, GBRA may not accept or enter into a contract until they have received a completed and signed TEC Form 1295 complete with a certificate number assigned by the Texas Ethics Commission (“TEC”) from Engineer, pursuant to Texas Government Code § 2252.908. Engineer understands that failure to provide said form complete with a certificate number assigned by the TEC may prohibit the parties hereto from entering into this Agreement. Pursuant to the rules prescribed by the TEC, the TEC Form 1295 must be completed online through the TEC’s website, assigned a certificate number, printed, signed, and provided to GBRA.

ARTICLE XXI

VERIFICATIONS

Engineer represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization as prohibited by Section 2252.152 of the Texas Government Code.

In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this contract on behalf of Engineer verifies that the Engineer does not boycott Israel and will not boycott Israel during the term of this contract.

In accordance with Chapter 2155.0061, Texas Government Code, GBRA may not award a contract that includes proposed financial participation by a person who, during the five-year period preceding the date of the award, has been convicted of any offense related to the direct support or promotion of human trafficking. The signatory executing this Agreement on behalf of Engineer certifies that the individual or business entity named in this Agreement is not ineligible to receive the specified contract and acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate. Furthermore, Engineer acknowledges that should GBRA determine that Engineer was ineligible to have the Agreement awarded under this section, GBRA may immediately terminate without further obligation to Engineer.

Engineer verifies and attests they do not boycott energy companies and will not boycott energy companies during the term of this contract as defined and described in Texas Government Code Section(s) et.al. 809.

The Engineer verifies that it does not have practice, policy, guidance, or directive against a firearm entity or firearm trade association and will not discriminate during the term of this contract against a firearm entity or trade association as defined and described in Texas Government Code Section(s) et.al. 2274.

Engineer asserts and verifies that its company is not owned by or the majority of its stock or other ownership interest is held by individuals who are citizens of China, Iran, North Korea, Russia, or a country designated under Section 113.002 of the Texas Business and Commerce Code; NOR is its company or entity owned or directly controlled by the government of China, Iran, North Korea, Russia, or is headquartered in any of the aforementioned four countries or a country designated under Section

113.002 above.

ARTICLE XXII

TERM OF AGREEMENT

This Agreement shall be effective as of the date of dual execution and shall continue for a term of 2 years. GBRA may, upon written agreement with Engineer extend the term of this Agreement for an additional 2 years. All obligations and liabilities accrued prior to termination shall survive the termination.

ARTICLE XXIII

CONFLICT OF INTEREST

During the term of this agreement, should GBRA determine that there is an actual or perceived conflict of interest with Engineer or any of its subcontractors, GBRA retains the right to terminate this agreement with three (3) days advance written notice. In the event of termination pursuant to this section, Engineer will be compensated for all work completed prior to such written notice.

IN WITNESS WHEREOF, the parties acting under authority of their respective governing bodies have caused this Agreement to be executed in several counterparts, each of which is deemed to be an original, as of the day and date first written above.

Engineer

Name: [point of contact] Title: [title]

Date:__________________________

Approved as to form:

Marcus Naiser, PE Group Leader

Guadalupe-Blanco River Authority

Darrell Nichols General Manager/CEO

Date:___________________________

Approved as to form:

GBRA Legal Counsel