GBRA Services Agreement- FINAL.pdf

AGREEMENT FOR SERVICES

This Agreement is entered into between the Guadalupe-Blanco River Authority (the “Owner”) and CONTRACTOR NAME. (the “Contractor”) acting by and through their duly authorized representatives, to be effective as of the ____ day of ________, 2025.

WHEREAS, the Owner desires to employ the Contractor to provide surveying services in connection with the TZXZ-35 Canal Levee and Goff Bayou Levee in Calhoun County, Texas (the “Project”).

NOW, THEREFORE, for and in consideration of the mutual agreements, promises and undertakings herein set forth, the parties hereby agree as follows:

1. Contractual Relationship

1.1 The Owner agrees to employ the Contractor, and the Contractor agrees to perform, as an independent contractor, certain services as specified herein in connection with the Project (the “Services”), and for having rendered such Services, the Owner shall pay the Contractor compensation as stated in the sections to follow.

1.2 The relationship of the Owner and the Contractor under this Agreement and otherwise shall be that of independent contractors. The Contractor is not, by the terms of this Agreement or otherwise, an agent, employee, or representative of the Owner. Any direction or instruction by the Owner or any of its authorized representatives in respect to the Services provided by the Contractor shall relate to the results the Owner desires to obtain from the Services, and the Contractor shall be solely responsible for determining how the work shall be performed.

1.3 The Contractor agrees to satisfy all claims for services, labor, material, and equipment employed or used in anyway in connection with the Services, and not to permit any claims to be levied or fixed upon or against work product, information, or data developed for the Project of the Owner by any third parties, or subcontractors and agrees to indemnify, protect, and save the Owner harmless from and against all such claims and liens.

2. The Contractor’s Obligations

2.1 The Contractor shall provide to the Owner the Services and equipment need to perform the tasks specified in Exhibit A, attached hereto and made a part of hereto.

2.2 By its execution of this Agreement below, the Owner hereby authorizes the Contractor to proceed with the performance of the Services pursuant to the terms of this Agreement.

2.3 The Contractor agrees they are experienced and fully qualified to perform the Services contemplated by this Agreement.

2.4 The Contractor shall comply with current interpretations of all applicable laws, rules and regulations.

2.5 The Contractor shall perform the Services in a timely fashion so as to comply with the Owner’s requirements and in accordance with the schedule as defined in Exhibit A.

2.6 The Owner shall at all times have reasonable access to the files and personnel of the Contractor relating to the Project in order to answer any questions the Owner may have relating to the Contractor’s performance on the Project.

3. The Owner’s Responsibilities

3.1 The Owner shall provide to the Contractor all of its available criteria and requirements for the

Project and all available information pertinent to the Project.

3.2 The Owner, with the assistance of the Contractor, shall arrange for access to and make all provisions for the Contractor to enter upon public and private property as required for the Contractor to perform Services under this Agreement.

3.3 The Owner shall give prompt written notice to the Contractor whenever the Owner becomes aware of any development that affects the scope or timing of the Contractor’s Services, or of any defect or nonconformance in the Services of the Contractor.

4. Contractor’s Compensation

4.1 As compensation for all of the Services, the Owner shall pay to the Contractor compensation as described on Exhibit B. Not to exceed $XX,XXX.XX(if applicable)

4.2 Invoices for Services performed and expenses incurred will be submitted to the Owner by the Contractor (monthly if the project exceeds one month). The Contractor shall submit invoices utilizing the Monthly Invoice and Payment Summary template to be agreed upon by the Contractor and the Owner. Each invoice shall constitute a representation of the Contractor to the Owner made under this Agreement that the proportion of the Services has been fully performed in accordance with this Agreement, that the expenses have been properly incurred and that payment of the indicated amount has been earned by, and is properly due and payable to, the Contractor in accordance with this Agreement. Notwithstanding the presentation of any invoice to the Owner, the amount reflected thereon shall be due and payable to the Contractor only to the extent earned by the Contractor in accordance with the terms of this Agreement.

4.3 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.

4.4 The Owner will exercise reasonableness in contesting any billing or portion thereof.

Notwithstanding anything contained in this Agreement to the contrary, the Owner shall not be obligated to make any payment to the Contractor if any one or more of the following conditions exist: (a) the Contractor is in default of any one or more of its obligations in this agreement or otherwise in default under this Agreement; (b) any part of such payment is attributable to services which are not performed in accordance with this Agreement; provided, however, that payment shall be made as part thereof attributable to services which were performed in accordance with this Agreement; or (c) the Contractor has failed to make payments promptly to contractors or other third parties used in connection with the Services for which the Owner has made payment to the Contractor where the Contractor has no good faith reason to withhold such funds No partial or final payment by the Owner to the Contractor is to be treated as a waiver of any of the Owner’s rights, nor is the acceptance of any partial payment or final payment by the Contractor from the Owner a waiver of any of the Contractor’s rights.

4.5 The Owner may make changes to the Scope of Work to be provided by Contractor pursuant to the terms of this Agreement.

5. Indemnification

5.1 With respect to claims brought by third parties against either the Contractor or the Owner relating to the Project , the Contractor and the Owner agree the Contractor will indemnify and hold harmless the Owner, its directors, officers, agents and employees against all claims, demands or causes of action; and all costs, administrative costs, judgments and settlements, losses, liabilities, expenses, settlements, interest and judgments incurred in connection therewith, including attorneys’ fees and court costs, brought by any of the Contractor’s employees or representatives, by any governmental entity or by any other third party, except to the extent of the limitations expressed in Texas Local Government Code Section 271.904, as amended.

5.2 It is a condition precedent to the Contractor’s contractual obligation of indemnification under this Agreement that the Owner, when seeking indemnity, shall provide written notice of a third party claim, demand or cause of action within 30 days after such third party claim, demand or cause of action is received by the party seeking indemnity. In addition, the terms and provisions of Section 6.1 and this Section 6.2 shall survive the expiration or earlier termination of this Agreement.

6. Insurance

6.1 The Contractor shall obtain and maintain, throughout the term of the Agreement, insurance of the types and in the minimum amounts set forth below.

6.2 The Contractor shall, upon its execution of this Agreement, furnish certificates of insurance to the Owner evidencing compliance with the insurance requirements hereof. Certificates shall indicate name of the Contractor, name of insurance company, policy number, terms of coverage and limits of coverage. When any required insurance, due to the attainment of a normal expiration date or renewal date, shall expire, the Contractor will supply the Owner with certificates of insurance and, if applicable, mandatory riders or endorsements that clearly evidence the continuation of all coverage in substantially the same manner, limits of protection and scope of coverage as was provided by the previous policy. The Contractor shall cause its insurance companies to provide the Owner with at least 30 days’ prior written notice of any reduction in the limit of liability by endorsement of the policy, cancellation or non-renewal of the insurance coverage required under this Agreement. The Contractor shall obtain such insurance from such companies having a Best’s rating of A-/VI or better, licensed or approved to transact business in the state in which the Services shall be performed, and shall obtain such insurance of the following types and minimum limits:

a. Workers’ Compensation insurance in accordance with the laws of the State of Texas, or state of hire/location of Services, and Employer’s Liability coverage with a limit of not less than $1,000,000 each employee for Occupational Disease; $1,000,000 policy limit for Occupational Disease; and Employer’s Liability of $1,000,000 each accident.

b. Commercial General Liability insurance including coverage for Products/ Completed

Operations, Blanket Contractual, Contractors’ Protective Liability, Broad Form Property Damage, Personal Injury/Advertising Liability, and Bodily Injury and Property Damage with limits of not less than:

$2,000,000 General Aggregate Limit $1,000,000 Each Occurrence, combined single limit $1,000,000 Aggregate Products, combined single limit $1,000,000 Aggregate Personal Injury/Advertising Liability

c. 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.

6.3 The Owner and the Owner’s agents, directors, officers and employees shall be added as additional insureds to all coverages required above, except for those requirements in paragraph “a”. All policies written on behalf of the Contractor shall contain a waiver of subrogation in favor of the Owner and the Owner’s agents and employees.

6.4 If the Contractor fails to furnish and maintain the insurance required by this Agreement, the Owner may purchase such insurance on behalf of the Contractor, and the Contractor shall pay the cost thereof to the Owner upon demand and shall furnish to the Owner any information needed to obtain such insurance. Contractor shall within ten (10) days notify Owner of any change in the insurance coverage amounts or the insurance companies used by Contractor in conjunction with this Agreement.

7. Term and Termination

7.1 The term of the agreement shall be until the scope of work outlined within have been completed and will terminate upon completion of said scope.

7.2 This Agreement may be terminated by Owner for convenience upon notice to Contractor.

Contractor may terminate the Agreement for breach of the Agreement after giving Owner thirty (30) days’ notice to cure any breach.

7.3 Upon delivery of such notice the Contractor shall, unless the notice states otherwise, immediately discontinue all Services, proceed to cancel promptly but in no event later than 5 business days all existing orders and contracts insofar as such orders or contracts are chargeable to the Services. Upon termination, the Owner will owe the Contractor only for all compensation earned under this Agreement to date of termination.

8. Wavier

No consent or waiver, express or implied, by either party to this Agreement, to or of any breach or default by the other in the performance of any obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other or future breach or default by such party. Failure on the part of any party to this Agreement to complain of any act or failure to act of the other party or to declare the other party in default hereunder, irrespective of how long such failure continues, shall not constitute a waiver of the rights of such party hereunder.

9. Limitations and Rights and Remedies

9.1 The Contractor and the Owner agree that neither of them shall be responsible or liable to the other for the consequences of events that are beyond the reasonable control of the other party such as the interference by third parties, changed conditions that are not reasonably foreseeable, labor strikes, fires, thefts or other losses, or acts of God.

9.2 The Contractor and the Owner agree that neither of them shall be entitled to recover from the other for any indirect, special or consequential damages, injuries or losses sustained as a result of the others’ negligent actions, inactions or omissions under this Agreement or otherwise including, but not limited to, lost profits, lost opportunities, and/or delay damages.

10. No Third Party Rights

The Services to be performed by the Contractor under this Agreement are solely for the benefit of the Owner. This Agreement shall not be construed as creating any contractual relationship of any kind between the Contractor and any third party. It is the intent of the Contractor that there are no third party beneficiaries of this Agreement.

11. Miscellaneous

11.1 This Agreement shall be effective upon its execution by the Contractor and the Owner, and shall remain in force until all obligations under this Agreement have been fulfilled, unless sooner terminated as provided herein. Where this Agreement is entered into subsequent to the Contractor’s beginning performance of Services for the Project, the parties acknowledge and agree that this Agreement is intended to and shall govern all services provided by the Contractor for the Project, whether initiated or performed prior or subsequent to the execution of this Agreement, that the effective date of this Agreement shall be deemed to be the first date when any such services were so provided by the Contractor and that this Agreement is intended to and shall supersede and replace any and all prior agreements whether written or oral.

11.2 This Agreement shall be construed and enforced for all purposes pursuant to the laws of the State of Texas.

11.3 Contractor shall not assign this Agreement without the prior written consent of Owner. The obligations of the Contractor hereunder are joint and several.

11.4 This Agreement (including all documents incorporated by reference or attached as exhibits hereto) represents the entire agreement between the Contractor and the Owner with respect to the subject matter hereof and supersedes and merges all prior negotiations, representations, discussions or agreements, either written or oral, with respect to the subject matter hereof.

11.5 This Agreement may be amended only by written instrument signed by duly authorized representatives of both the Contractor and the Owner.

11.6 If a provision of this Agreement, or the application thereof to any person or circumstances, is rendered or declared illegal for any reason or shall be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall be not affected thereby, but shall be enforced to the greatest extent permitted by applicable law.

The parties agree to negotiate in good faith for a proper amendment to this Agreement in the event any provision hereof is declared illegal, invalid or unenforceable.

11.7 All notices required or permitted hereunder shall be in writing and shall be deemed delivered 3 days after deposit with the United States Postal Service (certified mail, return receipt requested), addressed to the respective other party at the addresses shown below:

If to Contractor: Contractor: .

Address:

ATTN:

If to Owner: Guadalupe-Blanco River Authority

2225 E. Common St.

New Braunfels, TX 78130

ATTN: General Manager

11.8 Time is of the essence of the performance of the parties’ obligations pursuant to this

Agreement.

11.9 In the event there is a conflict between any of the provisions hereof and any proposals, or other agreements which may have been executed by the parties hereto in connection with the subject matter hereof, it is understood and agreed that the provisions hereof shall be controlling. The parties acknowledge and represent that this Agreement has been jointly drafted by the parties and that each of them has read, understood, and approved the language and terms set forth herein. This Agreement may be executed in multiple counterparts, each of which shall constitute but one agreement.

11.10 The Contractor expressly waives any right to payment for any Services or Reimbursable Expenses incurred if not billed as Services or Reimbursable Expenses within ninety (90) calendar days following the date such services were rendered or such expenses were incurred.

11.11 Contractor acknowledges that for contracts needing board of directors approval, Owner 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 Contractor, pursuant to Texas Government Code § 2252.908. Contractor understands that failure to provide said form complete with a certificate number assigned by the TEC may prohibit the remainder of 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 Owner.

11.12 Statutory Verifications. The signatory executing this contract on behalf of CONTRACTOR NAME (Contractor), complies with the statutory provisions under Texas Government Code Chapters 8 0 9 , 2274 et. al., 2155, 2252, and 2270 that it:

a. does not boycott Israel currently; and

b. will not boycott Israel during the term of the contract; and

c. is not currently listed on the State of Texas Comptroller’s Companies that Boycott Israel

List located at: https://comptroller.texas.gov/purchasing/publications/divestment.php

d. is not engaged in business with Iran, Sudan, or a foreign terrorist organization, and

e. does not have any financial participation in its operation by a person, who during the five-year period preceding the bid or award, has been convicted of any offense related to the direct support or promotion of human trafficking

f. will not discriminate during the term of the contract through policy, practice or guidance against a firearm entity or firearm trade association

g. does not and will not boycott energy companies during the term of the contract

h. is not owned by nor the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country under Section 2274.0102; nor its parent company is listed on a stock exchange as a company from China, Iran, North Korea, Russia.

11.13 Confidentiality. Any provision in the contract that attempts to prevent or limit GBRA’s disclosure of information that is subject to public disclosure under federal or Texas law or regulation, including without limitation the Texas Public Information Act (Chapter 552, Texas Government Code), or court or administrative decision or ruling, subject to disclosure pursuant to a discovery request arising from a judicial or administrative proceeding or subpoena from any other governmental or regulatory authority, is invalid.

11.14 Each person who signs this Agreement states that he has the express authority to sign this Agreement and to bind the entity he represents to all of the terms and conditions stated herein.

IN WITNESS WHEREOF, this Agreement is hereby executed as of the date first above set forth.

CONTRACTOR

By:

Title:

OWNER: GBRA

Darrell Nichols General Manager /CEO

Exhibit A Scope of Work

Exhibit B Pricing/Fees