Professional_Service_Agreement_Template_-_Non-AE_Professional_Services.docx

SERVICE AGREEMENT NO. 25-59999 TITLE OF SERVICE

THIS Title of Service Agreement ("Agreement") is entered into by and between the City of Sanger, a Texas home-rule municipal corporation (“City”) and Company or Person (“Contractor"), effective upon execution by the City.

WHEREAS, Contractor has bid to provide Title of Service in response to Request for Bid/Proposal No. 123 (“RFB/RFP”), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor’s bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety.

NOW, THEREFORE, City and Contractor agree as follows:

1. Scope. Contractor will provide Title of Service (“Services”) in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety.

2. Term.

(A) The Term of this Agreement is ## months/years beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City’s Procurement Division. The Parties may mutually extend the term of this Agreement for up to ## additional number-month/year periods (“Option Period(s)”), provided, the Parties do so in writing prior to the expiration of the original term or the then-current Option Period.

(B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, upon written agreement of the Parties, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days’ written notice to the other Party.

3. Compensation and Payment. This Agreement is for an amount not to exceed $00.00, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next Option Period.

Invoices must be mailed to the following address by mail or by email with a copy provided to the Contract Administrator:

City of Sanger Attn: Accounts Payable P.O. Box 1729 Sanger, Texas 76266 Email: accountspayable@sangertexas.org

4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows:

Name Department Phone Email

5. Insurance; License.

(A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City’s written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Contract, further, must require that any subcontractors provide a COI to Contractor evidencing the same required insurance coverages, including all required endorsements.

(B) Prior to beginning work, Contractor must provide evidence of any valid professional license necessary for the performance of the work under this Agreement.

6. Standard of Care. Contractor warrants that all Services shall be performed in accordance with the standard of care used by similarly situated consultants performing similar services under the same professional license.

7. Independent Contractor; Release.

(A) In performing this Agreement, both the City and Contractor shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Contractor shall perform all professional services as an independent contractor and shall furnish such Services in his own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party.

(B) As an independent contractor, no workers' compensation insurance shall be obtained by City covering the Contractor and employees of the Contractor. The Contractor shall comply with any and all workers' compensation laws pertaining to the Contractor and employees of the Contractor.

8. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the

Service Agreement Standard Form Approved as to Legal Form August 7, 2025 sole discretion of the City’s City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget.

9. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph.

10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties.

11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same.

12. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request.

13. Notice. Any notice required under this Agreement must be given by hand delivery, or certified mail, postage prepaid, and is deemed received on the day hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows:

IF TO CITY:

City of Sanger Attn: Name Title Address Phone:

IF TO CONTRACTOR:

Company Name Attn: Name Title Address Phone:

14. Contractor shall fully indemnify, hold harmless and defend the City of Sanger and its officers, employees and agents (“Indemnitees”) from an against any and all liability, loss, claims, demands, suits, and causes of action of whatever nature, character, or description on account of personal injuries, property loss, or damage, or any other kind of injury, loss, or damage, including all expenses of litigation, court costs, attorneys’ fees and expert witness fees, which arise out of or in connection with a breach of this Agreement or the performance of this Agreement by the Contractor or result from the negligent act, omission, misconduct, or fault of the Contractor or its employees or agents. Contractor must, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend all actions based thereon with counsel satisfactory to the City Attorney, and pay all charges of attorneys and all other costs and expenses of any kind arising or resulting from any said liability, damage, loss, claims, demands, suits, or actions. The indemnification obligations of Contractor under this section shall survive the expiration or earlier termination of this Agreement.

15. Termination.

(A) The City may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter.

(B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement.

16. Limitation of Liability. The City’s maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages.

17. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager, or designee, first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever.

18. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted.

19. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority:

A. this Agreement (excluding attachments and exhibits);

B. its attachments;

C. the bid/proposal solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid/proposal response (Exhibit 2).

20. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Agreement if required by said statute.

21. Governing Law. Contractor agrees to comply with all applicable laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Hays County, Texas.

22. Verification of Compliance with Laws.

(A) For purposes of compliance with Chapter 2271.002 of the Texas Government Code, and subject to applicable Federal law, Contractor verifies that it does not boycott Israel and will not boycott Israel while this Agreement is in effect. The term “boycott Israel” as used in this paragraph shall have the meaning assigned to the term “boycott Israel” in Section 808.001 of the Texas Government Code, as amended.

(B) For purposes of compliance with Section 2274.002, Texas Government Code, and subject to applicable Federal law, Contractor verifies that it does not boycott energy companies and will not boycott energy companies while this Agreement is in effect. The phrase “Boycott Energy Companies” as used in this paragraph shall have the meaning assigned to the phrase “Boycott Energy Company” in Section 809.001 of the Texas Government Code, as amended.

(C) For purposes of compliance with Section 2274.002, Texas Government Code, and subject to applicable Federal law, Contractor verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association while this Agreement is in effect. The phrase “Discriminates Against a Firearm Entity or Firearm Trade Association” as used in this paragraph shall have the meaning assigned to the phrase “Discriminate Against a Firearm Entity or Firearm Trade Association” in Section 2274.001(3) of the Texas Government Code, as amended.

(D) Contractor certifies that it adheres to Title VI of the Civil Rights Act of 1964, which prohibits discrimination on the basis of race, color, or national origin. Contractor understands that if this Agreement is supported by federal funds, Contractor must require certification from all subcontractors confirming adherence to Title VI.

23. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter.

24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties.

CONTRACTOR

Signature:

Printed Name:

Title:

Date:

CITY OF SANGER

John Noblitt City Manager

Date:

Incorporated by Reference Only:

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