RFQ_No.26-1011-Civil_Engineering_Services.pdf

REQUEST FOR QUALIFICATIONS NO. 26-1011

FOR

CIVIL ENGINEERING SERVICES

CITY OF LAKEWAY, TX

City of Lakeway

1102 Lohmans Crossing Road Lakeway, TX 78734

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 2

TABLE OF CONTENTS

PART & SECTION TITLE PAGE

Table of Contents Request for Qualifications Notice PART 1 - GENERAL REQUIREMENTS ..... .......................... ............. ............ 4-5

1.0 - Purpose

2.0 - Submission of Qualifications

3.0 - Point of Contact

4.0 - Pre-Proposal Meeting

5.0 - Term of Contract PART II - SCOPE OF WORK ... ............ ............. .......................... ............. ............ 6-7 PART III - EVALUATION FACTORS AND AWARD ............ ............. ............ 8-10 PART IV - PROPOSAL FORMAT ........ ............. .......................... ............. ........... 12-13 PART V - REQUIRED DOCUMENTATION ......................... ............. ........... 14-17

PART VI - MASTER PROFESSIONAL SERVICE AGREEMENT ........... 1-26

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 3

CITY OF LAKEWAY

The City of Lakeway is soliciting a Statement of Qualifications for selecting a pool of qualified and experienced firms to provide civil engineering services to the City of Lakeway, Texas on an as-needed basis. The Request for Qualifications (RFQ) intends to create a list of qualified firms and award for an as-needed services in a timely and efficient manner.

A virtual non-mandatory pre-proposal meeting is scheduled for 2:30 p.m. CDT July 28, 2026.

Submissions of statements will be received at City of Lakeway, City Hall, 1102 Lohmans Crossing

Road, Lakeway, TX 78734 until 2:00 p.m. CDT on August 6, 2026. Any Proposals received after the closing time will not be accepted for consideration and will be returned unopened.

All submissions must be clearly marked on the outside with the following: “RFQ No. 26-1011 -

City of Lakeway Civil Engineering Services”.

Proposal documents may be obtained free of charge at the City of Lakeway, 1102 Lohmans

Crossing Road, Lakeway, TX 78734, Jill Ackerman jillackerman@lakeway-tx.gov , or the City’s website www.lakeway-tx.gov/bids.

Questions regarding this solicitation must not be directed to other City of Lakeway City Council, commission, committee, or staff members. Clarification requests will not be accepted by telephone.

All responses to clarification requests will be provided to all proponents in writing by email and publication on the City’s website. Questions pertaining to this Proposal must be received no later than seven (7) calendar days prior to the closing date.

mailto:jillackerman@lakeway-tx.gov http://www.lakeway-tx.gov/bids

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 4

CITY OF LAKEWAY

PART 1 – GENERAL REQUIREMENTS

1.0 PURPOSE:

The City of Lakeway (“City”) is soliciting Statement of Qualifications (RFQ) for selecting a pool of qualified Civil Engineering Consultant Firms (Consultant) to provide a full variety of civil engineering services on an as-needed basis. The RFQ intends to create a list of qualified firms and award for as-needed services in a timely and efficient manner.

2.0 SUBMISSION OF QUALIFICATIONS:

2.1 The qualifications must be received at the address specified below prior to the deadline. The

City will not consider any response to this solicitation that is not received at the address specified by the deadline, regardless of whether it has been received at a different department of the City.

The City will receive qualifications at the time and location described below.

August 6, 2026 – 2:00 p.m. (CDT)

RFQ No. 26-1011 City of Lakeway 1102 Lohmans Crossing

Lakeway, TX 78734

2.2 Submit one (1) electronic version of the statement of qualifications on a flash drive.

2.3 Submit one (1) original copy of the statement of qualifications with a signature and four (4) statement of qualifications marked as “copy”.

2.4 Qualifications received via mail after the deadline will be returned to the respondent unopened. Hand-delivered qualifications will not be accepted after the deadline.

2.5 The City will not acknowledge or consider qualifications that are delivered by telephone, facsimile (fax), or electronic mail (email).

2.6 Properly submitted qualifications will not be returned to respondents.

2.7 Qualifications must be enclosed in a sealed envelope, box, or container addressed to the point-of-contact person; the package must clearly identify the submittal deadline, the solicitation number, solicitation title, Consultant’s name, and return address.

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 5

3.0 POINT-OF-CONTACT:

The City designates the following person as its representative and point-of-contact for this

RFQ. Respondents shall restrict all contact with the City and direct all questions regarding this RFQ, including questions regarding terms and conditions and technical specifications, to the point-of-contact person.

Jill Ackerman Department of Finance City of Lakeway, City Hall 1102 Lohmans Crossing Lakeway, TX 78734

Phone: 512-314-7522 Email: jillackerman@lakeway-tx.gov

4.0 PRE-PROPOSAL MEETING:

4.1 A virtual non-mandatory pre-proposal meeting is scheduled for all prospective Respondents as follows:

DATE: July 28, 2026 TIME: 2:30 p.m. CDT PLACE: Virtual Meeting

Microsoft Teams meeting:

https://teams.microsoft.com/meet/285445302396793?p=WWhLbM3s8CHuMNhuV6 Meeting ID: 285 445 302 396 793 Passcode: YM7ki2Lm

4.2 Any changes resulting from the pre-proposal meeting that affect specifications, the scope of work, or that may require an extension to the Proposal opening date will be an amendment to the RFQ. Such amendment will be emailed directly to all attendees of the pre-proposal meeting and will be made available through the City’s website at www.lakeway-tx.gov/bids.

4.3 It is the responsibility of the Respondents to check the City’s website for any addendums posted prior to submitting a proposal.

5.0 TERM OF CONTRACT:

This contract shall be for two (2) years commencing on the date of the official notice to proceed. The contract may be mutually extended after the initial term, on a year-by-year basis, not to exceed two (2) additional one (1) year terms. Extension to the contract is subject to the availability and appropriation of funds and will be under the same terms and conditions as specified herein.

mailto:jillackerman@lakeway-tx.gov https://teams.microsoft.com/meet/285445302396793?p=WWhLbM3s8CHuMNhuV6 http://www.lakeway-tx.gov/bids

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 6

PART II – SCOPE OF WORK

1.0 City of Lakeway is seeking the services of qualified civil engineering firms to provide a full variety of engineering and consulting services on an as-needed basis. Proposals from firms offering specific disciplines based on the possible projects listed below will be accepted including mechanical engineering, structural engineering, traffic engineering, and landscape engineering. Due to the nature of as-needed services, it is not feasible to define the exact scope of work in advance. Once the qualified pool of consultants is established, the City will assign projects based on the consultant’s specialized expertise, experience, and availability to perform and complete the services in a timely manner at a fair and reasonable price.

2.0 Engineering services to be provided may include:

2.1 Preparation of plans and specifications for construction projects varying in complexity. Services may include preliminary plans and cost estimates, necessary fieldwork, drafting, design, surveying, bid assistance, construction inspection, project management, preliminary reports, and identification of alternatives; the Engineer will also secure all necessary permits for the project.

2.2 Preparation of specialized engineering studies on a variety of subjects including, but not limited to, structural design and structural analysis of buildings, bridges, drainage studies, and construction feasibility studies.

2.3 Construction administration and engineering including, but not limited to, review and approval of material submittals, daily construction observation as-needed, documentation, and coordinating contractor’s work.

2.4 Surveying activities including, but are not limited to, topographic survey, title search, easement legal description preparation, construction staking, and cut-sheet preparation.

2.5 Engineering or project management services may include, but not be limited to, sanitary sewer, storm sewer, water mains, street paving, sidewalks, bridges, drainage projects, building repairs, stormwater detention pond design, lift station design, and road design drainage studies, in accordance with city standards and procedures.

Possible projects could include:

a. Site and utility plans for prefabricated restrooms at City parks;

b. Detention ponds;

c. Structural engineering for trail bridges;

d. Road engineering projects;

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 7

e. Facility remodels;

f. Projects identified in the city’s master plans (Parks Master Plan, Comprehensive Plan);

g. Park Design and Improvements;

h. Aquatic and Recreation Facilities; and

i. Thoroughfare projects.

2.6 Consultants may perform various topographical surveying tasks as requested for the preparation of civil engineering construction plans. Services may include, but not be limited to, the gathering of topographical survey data, and providing digital submissions. It is understood that the final work product will be a complete survey that will contain all known site features and will be ready for use as a base drawing for final engineering plans.

2.7 Services may include construction supervision and full-time inspection services on all construction work on which this task is assigned to the consulting engineer.

Sufficient personnel as agreed upon by the City shall be assigned to the construction project to assure that each element of the project is constructed in keeping with the plans and specifications approved by the City. The activities task will be dedicated to verifying that all materials provided, and work performed is in conformance with the project plans and specifications.

2.8 The engineering firm shall furnish its inspectors with equipment and materials and any incidentals necessary to properly perform their work.

2.9 The engineering firm, at its own expense, may enter contracts with joint contractors, sub-consultants, or employ additional personnel to the extent deemed necessary for the required work. The firm acknowledges that such contracts made with these sub-contractors are not contracted by the City.

2.10 The City does not guarantee that any or all of the possible projects listed hereinabove will be completed. Each project is subject to the availability of funds.

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 8

PART III - EVALUATION FACTORS AND AWARD

1.0 Collecting a statement of qualifications in response to this RFQ is the first step in selecting a pool of Firms. This RFQ provides the information necessary for respondents to prepare and submit statement of qualifications for consideration and initial ranking by the City. If the initial ranking of the respondents is reasonably conclusive, the City may make a “most qualified” selection based on written qualifications received.

2.0 The Statement of Qualifications shall be a maximum of 40 printed pages and could be entirely adequate with considerably fewer pages. The cover, table of contents, and divider sheets does not count as printed pages.

3.0 Statement of Qualifications shall be prepared simply, economically, and in order of stated criterion, providing a straightforward, concise description of the respondent's ability to meet the requirements of this RFQ. Emphasis shall be on the quality, completeness, clarity of content, responsiveness to the requirements, and an understanding of the City's needs.

4.0 The City will not compensate respondents for any expenses incurred in qualifications preparation or for any presentations that may be made, unless agreed to in writing in advance or required by law. Respondents submit qualifications at their own risk and expense.

5.0 Qualifications that are qualified with conditional clauses, alterations, items not called for in the RFQ documents, or irregularities of any kind may be subject to rejection by the City.

Failure to comply with all requirements contained in this RFQ may result in the rejection of the qualifications.

6.0 The City will select the most highly qualified statements of the requested services based on the criteria below. Award of a contract will be based on the best value for the City. The proposals will be evaluated using the following criteria and scoring with the maximum points for each criteria. Evaluation factors and associated point values are listed below:

Tab Evaluation Factor Points

3 Firm’s Statement of Experience and Professional Qualifications Relevant to the RFQ

4 Firm’s Performance on Past Projects Relevant to the RFQ 25

5 Team’s Capacity to Undertake the Project and Accomplish in the Required Time

6 Project Approach

Total Points 100

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 9

7.0 The City makes no representations of any kind that an award will be made as a result of this RFQ. The City reserves the right to accept or reject any or all qualifications, waive any formalities or minor technical inconsistencies, or delete any item/requirements from this RFQ when deemed to be in the City's best interest.

8.0 The City of Lakeway, at its sole discretion, expressly reserves the right to request any additional information from a Respondent that is deemed relevant to this RFQ. All responses in the qualifications will be reviewed for accuracy, and Respondent(s) may be required to provide additional information in support of those qualifications. Respondents should focus on their areas of strength and areas of expertise.

9.0 An evaluation committee will review each response for solicitation compliance and technical scoring in each category using the following point system. The highest scored qualifications may be requested for an oral presentation. This is a fact finding and interview session and does not include negotiation for a contract. In addition to the evaluation process above, the City may contact the firm’s references at any time during evaluation.

10.0 Recommendation for the award is contingent upon the successful negotiation of final contract terms. If contract negotiations cannot be concluded successfully within a time period, the City may terminate negotiations and commence with the next highest scored qualification or withdraw the RFQ.

11.0 The City reserves the right to evaluate all proposals, to reject any or all statement of qualifications, and solicit again at a later date. The City may waive any irregularities in the proposal or negotiate variances from specifications, and make awards that are in the best interests of the City.

12.0 Potential respondents should be aware that, except in unusual cases, the City does not consider billable time incurred while traveling to and from the project site, City’s offices, City Council, or committee meetings as necessary for the completion of the project. Potential respondents whose offices are located such that such time-consuming travel will be regularly required in the performance of services for the project should consider this policy when deciding whether or not to submit their qualifications.

13.0 The contract award, if issued, shall be made to the firm(s) whose proposal, in the City’s sole discretion, furthers the City’s best interests. The contract may be awarded to one provider for all work, or to several providers for separately identifiable parts, based upon the Proposals received. No award shall be made until all necessary investigations have been made to determine the eligibility and responsibility of the Consultant under consideration and the proposal’s validity. The contract award shall be made by the City Council.

14.0 Bidders wishing to be present at the City Council meeting at which a contract will be awarded are responsible for knowing the date and time of such meeting. Such information may be obtained by reviewing upcoming council agendas or by contacting the city’s purchasing coordinator.

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 10

15.0 After the City’s contract award, the City will provide the firm(s) with contract documents.

After proper contract execution, the firm(s) shall return all required documents to the City within fourteen (14) calendar days. If the firm(s) fails to return an executed contract to the City within the required time, the City has the right to cancel the award and contract.

16.0 Awarded Consultants will be provided a Work Order Form and the City will request a fee proposal from the most qualified consultant(s), then negotiate and establish the agreed scope of services, personnel resources, project schedule, conditions, restrictions, and compensation to meet the goals of the project. If there is no agreement with a selected consultant, the City reserves the right to request and require additional detailed proposals from the pool of consultants to assist in the selection of a consultant for any particular project with the detailed professional services to be provided by the firm with supporting information demonstrating that the requested fee is justified by the level of effort (and related personnel costs) required to provide the services necessary for the project.

16.0 The Master Professional Service Agreement is attached for review and is not subject to negotiation, modification, or changes unless the City, in its sole discretion, agrees to do so.

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 11

PART IV – PROPOSAL FORMAT

Proposal Format: To achieve a uniform review process and to obtain a maximum degree of comparability, the City requires that proposals be submitted with a master (marked “Original”) and an additional four (4) proposals (marked “Copy”).

Any engineering firms responding to this solicitation shall identify and provide complete background information on the entity itself, as well as on key personnel to be directly involved in this project. All statement of qualifications must meet the following minimum criteria to be considered responsive.

Any qualifications not meeting these minimum criteria may be considered non-responsive, and their proposal may be rejected. Documentation must be formatted as follows and verify the following statements:

1.0 Transmittal Letter

1.1 Legal name of the company as registered with the Secretary State of Texas.

1.2 Address of the office that will be providing services.

1.3 Date of the proposal.

1.4 The name of the contact person who will be responsible for answering contractual questions with respect to the proposal.

1.5 Type of operation (individual, partnership, corporation, joint venture, etc.).

1.6 A statement explaining why the Proposer believes itself to be best qualified to do the required work. Include a description of the key differentiators that make your company and offerings stand out from your competitors.

1.7 The letter of transmittal shall be signed in permanent ink by a corporate officer or other individuals who have the authority to bind the firm. The name and title of the individuals(s) signing the proposal shall be clearly shown immediately below the signature.

2.0 Table of Contents

2.1 Both physical and electronic versions should include a Table of Contents.

2.2 Physical form must have tabs dividing the sections.

TAB #1

TAB #2

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 12

3.0 Firm’s Statement of Experience and Professional Qualifications 30 Points

3.1 Provide a summary of the firms statement of professional qualifications.

3.2 Significant consideration will be given to the individual qualifications of the team members identified in the proposal, specifically those performing the work.

a. Provide resumes giving the experience and expertise of the professional engineers, project managers, and other key staff members that will be involved in the City’s projects, including their experience with similar projects, the number of years with the firm, and the number of years in their areas of expertise. Provide the percentage of involvement of each assigned team member per project.

b. Project manager and all project team members may not be substituted or changed throughout the term of the agreement without the written approval of the City.

3.3 Describe, in graphic and written form, the proposed project assignments and lines of authority and communication for principals and key professional members of each consultant that will be involved in the project. Indicate the estimated percentage of time individuals will be involved in the project.

tab Firm’s Performance on Past Projects relevant to the RFQ 25 Points

4.1 Provide at least three (3) similar projects your company has been awarded. List the projects in order of priority, with the most relevant project listed first. Provide the following information for each contract:

a. Company’s name and address;

b. Contact person name, phone number, and email address;

c. A brief overview of the work and a short description of the services;

d. The service dates performed under the contract; and

e. Company’s name and representative who served as the day-to-day liaison during the project, and their contact information.

tab Firm’s Capacity to Undertake the Project and accomplish in the Required Time

25 Points

5.1 Provide a statement on the availability and commitment of your firm and its principal(s), assigned project managers, and project team to undertake the Project.

5.2 Describe the number of concurrent projects the project team is currently responsible for during this time period that may interfere with this project.

TAB #4

TAB #5

TAB #3

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 13

5.3 Is your company currently for sale or involved in any transaction to expand or to become acquired by another business entity? If yes, please explain the impact, both in organizational and directional terms.

5.4 Provide any details of all past or pending litigation or claims filed against your company that would affect your company's performance under a contract with the City.

5.5 Is your company currently in default on any loan agreement or financing agreement with any bank, financial institution, or other entity? If yes, specify date(s), details, circumstances, and prospects for resolution.

5.6 Does any family, business, or financial relationship exist between your firm and any City employee, officer, City Council or committee member? If so, please explain.

5.7 Provide a claims history under professional malpractice insurance for the past five (5) years for the firm, and any team members proposed to provide professional engineering service.

tab .0 Project Approach: 20 Points

6.1 Describe how the firm’s approach will meet the particular needs in an on-call professional civil engineering service contract, with an emphasis on the ability to perform the required services.

Describe the methods used in the performance of the civil engineering task.

6.2 Describe the method for management of overall project cost, schedule, quality assurance, quality control, and maintaining cost control.

6.3 Commitment to availability of personnel assigned to the contract for task order work on short notice.

6.4 Describe how the team will report the status of Projects to City staff.

Client References:

7.1 Provide at least three (3) client references of similar work for other government agencies.

The City of Lakeway reserves the right to contact listed clients at any time during the Request for Proposal Process.

TAB #6

TAB #7

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 14

PART V - REQUIRED DOCUMENTATIONS

1.0 CONFLICT OF INTEREST QUESTIONNAIRE:

If required under Chapter 176 Texas Local Government Code, the Consultant shall complete the Conflict of Interest Questionnaire in accordance with the requirements of that Chapter.

The Consultant shall be solely responsible for the preparation of its Conflict of Interest Questionnaire, the accuracy, and completeness of the content contained therein, and ensuring compliance with all applicable requirements of Chapter 176, Local Government Code.

Chapter 176, Local Government Code, Conflict of Interest Questionnaire (Form CIQ) is available at: www. https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf

Consultant shall answer each question in the attached Form CIQ in relation to the following individuals and submit a completed form with its proposal:

LOCAL GOVERNMENT OFFICER TITLE

Thomas Kilgore Mayor

Louis Mastrangelo Mayor Pro Tem

Logan Brown Councilmember

Kelly Brynteson Councilmember

Christopher Forton Councilmember

Wes Hook Councilmember

Kent O’Brien Councilmember

Joseph Molis City Manager

Ashby Grundman Assistant City Manager

Aaron Daigle Finance Director

Jarrod Wise Communications Director

Glen Koen Chief of Police

Chris Bonnet Assistant Chief of Police

Erin Carr Building and Development Services Director

Wendy Askey Human Resources Director

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 15

Andra Bennett Director of Parks & Recreation

Ricky Gavit Assistant Parks & Recreation Director

Leonard Molina Director of Information Technology

Dale Delong Public Works Director

Amy McHugh Presiding Judge

Robin Katz Associate Judge

Tamara Arguello Court Administrator

2.0 FORM 1295 CERTIFICATE OF INTERESTED PARTIES:

Texas Government Code §2252.908, Contractor is required to complete and submit Form 1295, Certificate of Interested Parties, for any contract that requires approval by the City’s governing body and for any contract with a value of One Million Dollars ($1,000,000.00) or more. Contractor shall complete and electronically file Form 1295 with the Texas Ethics Commission and ensure that the form is properly executed and acknowledged prior to the City’s execution of the contract. Contractor further acknowledges that no contract subject to this requirement may be legally executed by the City until Form 1295 has been filed and acknowledged in accordance with applicable law. The Form 1295 discloses interested parties, including each person or entity that has a ten percent (10%) or greater ownership interest in Contractor, and each individual who has the authority to actively participate in negotiating, approving, or directing the contract or any portion thereof.

The Texas Ethics Commission has adopted rules necessary to implement that law, prescribed the disclosure of interested parties form, and posted a copy of the form on the commission’s website.

Filing Process:

Respondents who are awarded contracts will be required to submit a signed Form 1295. A copy of the submitted form must be submitted to the City of Lakeway before a contract is signed.

https://www.ethics.state.tx.us/filinginfo/1295/

The “identification number” to be used on Form 1295 for this procurement RFQ No. 26-1011.

https://www.ethics.state.tx.us/filinginfo/1295/

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 16

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 17

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 18

RFQ No. 26-1011 – City of Lakeway Civil Engineering Services Page 19

Contract No. 2

Master Professional Service Agreement Page 1

CITY OF LAKEWAY

MASTER PROFESSIONAL SERVICES AGREEMENT

CIVIL ENGINEERING CONSULTANT SERVICES

ARTICLE 1 SCOPE OF SERVICES

1.1 Consultant agrees to perform professional services (the “Services”) and furnish all labor, supplies, materials, travels, equipment, and any incidentals required to complete the service in accordance with Proposal No. 26-1011 CIVIL ENGINEERING SERVICES, as needed from time to time by City.

1.2 Services shall be set forth more particularly in Work Orders, the form of which is attached hereto as Attachment A, issued from time to time by City and accepted by Consultant. Each Work Order shall constitute a separate and independent agreement between Consultant and City.

1.3 Work Orders shall contain the schedule, price, and payment terms applicable to the Services within the scope of such orders. This Consultant agrees to perform the Services as expeditiously as prudent in accordance with the Standard of Care set forth herein and in section 271.904, Tex. Local Gov’t Code, to complete Agreement and all Work Orders.

Work Orders shall become effective when an acknowledged copy thereof is signed by a duly authorized officer of Consultant, returned to City and countersigned by City. The specific terms of a Work Order may not be modified unless such modifications are agreed to in writing by City and Consultant.

1.4 All Work Orders incorporate and shall be governed by and subject to the terms, conditions, and other provisions of this Agreement; provided, however, that a Work Order may specifically state a term, condition, or other provision of this Agreement that is being modified thereby. Unless so stated, the terms, conditions, or other provisions contained in any Work Order or any proposal attached to or incorporated into a Work Order that conflict with any terms, conditions, or other provisions of this Agreement shall have no effect and shall be deemed stricken and severed from such Work Orders, and the balance of the terms, conditions, and other provisions contained in such Work Orders shall remain in full force and effect. Modifications of the terms, conditions, or other provisions of this Agreement with respect to a particular Work Order shall not modify the terms, conditions or other provisions of this Agreement with respect to any other Work Order.

1.5 Nothing herein shall obligate City to issue, or Consultant to accept, any Work Orders.

Further, the Parties agree that nothing in this Agreement shall prohibit the Parties, or either

Master Professional Service Agreement Page 2 of them, from entering into agreements other than this Agreement for professional services or other work.

1.6 Consultant agrees to execute all applicable certificates and/or documents as may reasonably be required by City, provided same is not in conflict with this Contract, unless excepted by Consultant in writing.

1.7 The Consultant shall designate a principal of the firm reasonably satisfactory to the City who shall, for so long as acceptable to the City, be in charge of Consultant’s Services to be performed hereunder through to completion, and who shall be available for general consultation throughout the Contract. Any replacement of that principal shall be approved in writing (which shall not be unreasonably withheld) by the City, prior to replacement.

Consultant shall designate a full time employee contact for each Work Order to act as the project manager (the “Consultant Project Manager”) issued by and under this Contract for consultation throughout the Work Order. Any replacement of that Consultant Project Manager shall be approved in writing (which shall not be unreasonably withheld) by the City, prior to replacement

1.8 Consultant shall be responsible for the coordination of its Services with those of its Subconsultant, the City, and the City’s Consultants. Consultant shall be responsible for the completeness and accuracy of all Work Product submitted by or through Consultant and for its compliance with all applicable local, state and federal rules, regulations, ordinances and codes, life safety codes, building codes, zoning codes, and accessibility requirements and codes, including, but not limited to the provisions of the Americans with Disabilities Act, the Texas Accessibility Standards of the Architectural Barriers Act located at Chapter 469 of the Texas Government Code, the Federal Fair Housing Amendment Act, and all other regulatory requirements, laws, standards, codes and statutes related to the Services. Upon receipt from the City, the Consultant shall review any services or information furnished by the City and the City’s Consultants for accuracy and completeness. The Consultant shall provide timely written notice to the City if the Consultant becomes aware of any error, omission or inconsistency in such services or information. Once notice has been provided to the City, the Consultant shall not proceed without written instruction from the City to do so.

1.9 Consultant shall be required to enter into a written master contract with the City, in addition to a written contract for each awarded project. The contracts shall include the requirements of the RFP, the Professional Master Agreement, and any additional terms and conditions negotiated by between the parties.

2.0 When the scope of services and fees has been established, the City will issue a contract for each project, and a notice to proceed will be issued.

Master Professional Service Agreement Page 3

ARTICLE 2 TERM OF AGREEMENT

2.1 This Agreement shall be effective from the date first set forth above and shall continue without action by either Party for a term of three (3) years from the date first set forth above or through completion of the Work for all approved Work Order(s) unless terminated earlier in writing in accordance with Article 12.

2.2 Notwithstanding the foregoing Paragraph 2.1, this Agreement shall apply to and remain in effect for Work Orders issued and accepted during the term of this Agreement until such time as Consultant’s obligations in connection with the Services under such Work Orders have been completed and fulfilled; provided however, that, pursuant to Article 12, either Party shall have the right to terminate any Work Order for cause and City shall have the right to terminate any Work Order for convenience.

2.3 Without limiting the generality of the foregoing Paragraph 2.2, Consultant’s obligations under Articles 5, 6, 8, 9, 10, 11, 18, 19 and 20 shall survive the expiration of termination of this Agreement or any Work Order.

ARTICLE 3 COMPENSATION AND PAYMENT

3.1 City agrees to pay Consultant, and Consultant agrees to accept, as full and complete compensation for Services properly performed by Consultant in accordance with this Agreement and applicable Work Order, the rates and charges agreed upon for a specific Work Order.

3.2 On or before the tenth day of each calendar month, Consultant shall submit an invoice to City, together with backup documentation required by City and releases and waivers in forms acceptable to City, covering all Services performed under any Work Order by Consultant and its subconsultants, subcontractors and suppliers during the preceding calendar month.

Consultant shall separately itemize on each invoice: (i) each Work Order for which payment is sought, (ii) the amount budgeted for each such Work Order, (iii) the amount of payment requested pursuant to each such Work Order, (iv) the amount previously paid pursuant to each such Work Order, (v) descriptions of Services performed during the prior month pursuant to each such Work Order, and (vi) the total payment requested by such invoice. City shall pay the amount it agrees to be due within thirty (30) days after receipt of such complete invoice and backup documentation.

3.3 City following reasonable written notice to Consultant and an opportunity to investigate and either refute or cure, shall have the right but not the obligation to withhold all or any part of payment requested in any invoice to protect City from loss or expected loss because of:

Master Professional Service Agreement Page 4

(a) services that are not in compliance with this Agreement or the applicable Work Order or any failure of Consultant to perform Services in accordance with the provisions of this Agreement or the applicable Work Order;

(b) third party suits, stop notices, claims or liens arising out of Services performed for which Consultant is responsible pursuant to this Agreement and asserted or filed against City or any of its property or portion thereof or improvements thereon provided that Consultant fails to provide City with sufficient evidence that Consultant’s insurance is adequate or shall cover the claim(s);

(c) uninsured damage to any Indemnitee (hereinafter defined) which results from Consultant’s failure to obtain or maintain the insurance required by this Agreement or from any action or inaction by Consultant or any of its subcontractors, subconsultants, or suppliers which excuses any insurer from liability for any loss or claim which would, but for such action or inaction, be covered by insurance; or

(d) any failure of Consultant to pay any subcontractor, subconsultant, or supplier of Consultant the correct, undisputed, and contractually obligated amount for acceptable services received and for acceptable supplies received. Consultant will not include in its billings to City any amount in a subcontractor or supplier invoice which it has not paid or does not intend to pay within the terms and conditions of the applicable subcontract agreement or supplier purchase order.

(e) Any failure by City to exercise its right to withhold all or any part of payment requested in any invoice as provided in this Paragraph 3.3 shall not be construed as (i) a waiver of City’s right to do so in the future, or (ii) evidence that any of the circumstances identified in Subparagraphs 3.3(a) through (d) above have not occurred.

3.4 Consultant agrees to pay in full (less any applicable retainage) as soon as reasonably practicable, but in no event later than thirty (30) days following payment from City, all subcontractors, subconsultants, and any other persons or entities supplying labor, supplies, materials, or equipment in connection with Services that are owed payment by Consultant out of such payment made to Consultant by City. Provided that City is not in breach of its payment obligations hereunder, Consultant shall ensure that the Project site remains free from all liens and claims by its consultants. If City receives notice of a lien claim, or a claim for non-payment, from any of Subconsultants, City may, in its sole discretion, directly pay any such Subconsultant. If City pays the Subconsultant, the amount paid for the claim and any expenses, including reasonable attorneys’ fees, incurred by City shall be deducted from Consultant’s next payment. Further, provided that City has paid Consultant in accordance with the terms of this Agreement and any particular Work Order, CONSULTANT SHALL DEFEND AND INDEMNIFY CITY

FROM AND AGAINST ANY CLAIMS FOR PAYMENT ASSERTED OR FILED BY ANY SUCH PERSON

OR ENTITY AGAINST CITY, ITS PROJECT OR PROPERTY OR CONSULTANT.

Master Professional Service Agreement Page 5

ARTICLE 4

STANDARD OF CARE; COORDINATION OF SERVICES; SAFETY; COST ESTIMATES; LEGAL

COMPLIANCE; THIRD PARTY REVIEW

4.1 Consultant shall perform, supervise and direct the Services, and otherwise discharge its obligations under this Agreement and any Work Order: (a) with the professional skill and care ordinarily provided by competent engineers practicing under the same or similar circumstances and professional license; and (b) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineers (collectively, the Consultant’s “Standard of Care”).

4.2 Consistent with its Standard of Care, Consultant shall (a) perform its Services in accordance with all applicable laws, codes, ordinances and regulations; (b) perform its Services in an efficient manner; and (c) keep City apprised of the status of Services, coordinate its activities with City, and accommodate other activities of City at sites that Services impact. Consultant shall designate an authorized representative to be available for consultation, assistance, and coordination of activities.

4.3 Consultant shall be responsible for its own activities at sites including the safety of its employees, and that of its subconsultants, subcontractors and suppliers but shall not assume control of or responsibility for the site. The Consultant must at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, employees, agents, subcontractors, licensees, and other persons, as well as its personal property, while performing Services It is expressly understood and agreed that the City shall not be liable or responsible for the negligence of the Consultant, its officers, employees, agents, subcontractors, licensees, and other persons. Provided however, that to the extent such Work Order or Services are to be performed for or on an active construction project, construction contractors of City shall have sole responsibility for providing materials, means, and methods of construction, for controlling their individual work areas and safety of said areas for all persons, and for taking all appropriate steps to ensure the quality of their work and the safety of their employees and of the public in connection with their performance of work or services provided under contracts with City. Without assuming any control over, responsibility for or liability whatsoever with respect to the construction contractor obligations of the foregoing sentence, Consultant shall notify City if it observes violations of safety regulations or ordinances or quality of work deficiencies by City’s construction contractors. Consultant shall comply with the site safety program and rules established by the construction contractors.

4.4 To the extent that Consultant provides to City any estimate of costs associated with construction, any such estimate shall be developed in accordance with Consultant’s Standard of Care, but it is recognized by the Parties that neither Consultant nor City has control over the cost of the labor, materials, or equipment, over a construction contractor’s methods of determining bid prices, or over competitive bidding, market, or negotiating conditions.

Accordingly, Consultant cannot and does not warrant or represent that bids or negotiated prices will not vary from City’s budget for the project or from any estimate of the cost of work

Master Professional Service Agreement Page 6 or evaluation prepared or agreed to by Consultant.

4.5 Consultant hereby agrees that the following terms, conditions, verifications, certifications, and representations apply to and are incorporated into this Agreement for all purposes:

(a) With respect to providing Services hereunder, Consultant shall comply with any applicable Equal Employment Opportunity and/or Affirmative Action ordinances, rules, or regulations during the term of this Agreement.

(b) Pursuant to Texas Local Government Code Chapter 176, Consultant shall submit a signed Texas Ethics Commission (“TEC”) Conflict of Interest Questionnaire (“CIQ”) at the time Consultant submits this signed Agreement to City. TEC Form CIQ and information related to same may be obtained from TEC website by visiting https://www.ethics.state.tx.us/forms/conflict/. If Consultant certifies that there are no Conflicts of Interest, Consultant shall indicate so by writing name of Consultant’s firm and “No Conflicts” on the TEC Form CIQ.

(c) If Consultant is a privately held entity, then pursuant to Texas Government Code Section 2252.908 and the rules promulgated thereunder by the TEC, Consultant shall submit a completed and signed TEC Form 1295 with a certificate number assigned by the TEC to City at the time Consultant submits this signed Agreement to City. TEC Form 1295 and information related to same may be obtained from TEC website by visiting https://www.ethics.state.tx.us/filinginfo/1295/. Consultant agrees and acknowledges that this Agreement shall be of no force and effect unless and until Consultant has submitted said form to City, if and to the extent such form is required under Government Code § 2252.908 and the rules promulgated thereunder by the TEC.

(d) As required by Chapter 2271, Texas Government Code, Consultant hereby verifies that Consultant, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not boycott Israel through the term of this Agreement. The term "boycott Israel" in this paragraph has the meaning assigned to such term in Section 808.001 of the Texas Government Code, as amended.

(e) Pursuant to Chapter 2252, Texas Government Code, Consultant represents and certifies that, at the time of execution of this Agreement, neither Consultant, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, is engaged in business with Iran, Sudan, or any terrorist organization, and is a company listed by the Texas Comptroller of Public Accounts under Sections

2270.0201 or 2252.153 of the Texas Government Code.

(f) As required by Section 2274.002, Texas Government Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session), as amended, Consultant hereby

Master Professional Service Agreement Page 7 verifies that Consultant, including any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, does not boycott energy companies, and will not boycott energy companies during the term of this Agreement.

The term “boycott energy companies” in this paragraph shall have the meaning assigned to the term "boycott energy company" in Section 809.001, Texas Government Code, as amended.

(g) As required by Section 2274.002, Texas Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session, "SB 19"), as amended, Consultant hereby verifies that Consultant, including any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, (i) does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, and (ii) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. The term “discriminate against a

(h) firearm entity or trade association” in this paragraph shall have the meaning assigned to such term in Section 2274.001(3), Texas Government Code (as added by SB 19), as amended.

(i) Pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill 2116, 87th Legislature, Regular Session), as amended, and to the extent this Agreement grants to Consultant direct or remote access to the control of critical infrastructure, excluding access specifically allowed for product warranty and support, Consultant verifies that neither Consultant, including any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the same, nor any of its sub-contractors are: (i) owned or controlled by (a) individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; or (b) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (ii) headquartered in China, Iran, North Korea, Russia or a designated country. The term “designated country” in this paragraph means a country designated by the Governor as a threat to critical infrastructure under Section 2274.0103, Texas Government Code. The term “critical infrastructure” in this paragraph shall have the meaning assigned to such term in Section 2274.0101, Texas Government Code.

4.6 Consultant acknowledges and agrees that projects of City may be subject to review and approval by other third parties. Accordingly, as and when requested by City, Consultant shall submit such information and cooperate with the other third parties to the extent necessary to undergo any such review or obtain any such approval.

4.7 Consultant does not represent Work Product to be suitable for reuse on any other project or for any other purpose(s). If City reuses any Work Product without Consultant’s specific written verification or adaptation, such reuse will be at the risk of City, without liability to Consultant.

Master Professional Service Agreement Page 8

4.8 Approval of the City shall not constitute, or be deemed, a release of the responsibility and liability of the Consultant, its employees, agents, or associates for the exercise of skill and diligence to promote the accuracy and competency of their Work Product or any other document, nor shall the City’s approval be deemed to be the assumption of responsibility by the City for any defect or error in the aforesaid documents prepared by the Consultant, its employees, associates, agents, or subcontractors.

4.9 Conflicts of Interest Prohibited. Consultant (including its employees, agents, and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement or any Work Order. If Consultant maintains or acquires a conflicting interest, any contract or Work Order with the City (including this Agreement) involving Consultant’s conflicting interest may be terminated by the City. The Consultant shall take appropriate steps to ensure that neither the Consultant nor any Staff is placed in a position where, in the reasonable opinion of the City, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Consultant and the duties owed to the City under the provisions of the Contract. The Consultant will disclose to the City full particulars of any such conflict of interest which may arise. By means of example only, and not limitation, it shall be a potential conflict of interest if Consultant provides plan review services on any land development, where Consultant has been involved in the preparation of the current or prior plan proposed to be developed in the City to ensure that such conform to codes adopted by the City; or has been involved in the preparation of a plan adjacent or abutting a development for which the City has requested Plan Review Services.

4.9.1 Notice of Potential Conflict. Consultant shall notify City in writing prior to accepting any…