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HomeMy WebLinkAboutPR 23607: CONTRACT WITH ARDURRA GROUP LLC FOR TX-GLO 2019 HUD INFRASTRUCTURE COMPETITION PROJECT MANAGEMENT AND REPORTING (Yr, of ' !tJ1LlY�J�1\ nrr rlltu s www.PortArthurTx.gov OFFICE OF THE ASSISTANT CITY MANAGER INTEROFFICE MEMORANDUM Date: February 15, 2024 To: The Honorable Mayor and City Council Through: Ronald "Ron" Burton, City Manager From: Pamela D. Langford, Assistant City Manager— Operations/Director of Development Services RE: P.R. NO. 23607 —A resolution authorizing a contract with Ardurra Group, LLC for TX-GLO 2019 HUD Infrastructure Competition Project Management and Reporting. Introduction: This Agenda Item intends to request approval of P.R. NO. 23607, authorizing the City Manager to enter into a contract with the Ardurra Group, LLC, for project management and reporting services associated with the Texas General Land Office (TX-GLO) 2019 HUD Infrastructure Competition Project, replacing brick manholes in various parts of the city. Funding for said services is 100% reimbursable under the grant and is not to exceed $50,000.00. Background: On July 19, 2022, the Port Arthur City Council Approved Resolution No. 22-315, authorizing the City Manager to submit a grant application to the General Land Office for the 2019 HUD CDBG-DR Disasters Infrastructure Competition and allocate city funds equivalent to 1% of CDBG-DR funds, whereas Ardurra Group, LLC of Houston, Texas, assisted with researching, drafting, and submitting the application on the city's behalf. Because of its history of disasters and its propensity to experience disasters, the City was deemed eligible to apply for disaster recovery funding through the 2019 Disasters Infrastructure Competition. The competition, funded by the U. S. Department of Housing and Urban Development (HUD) and administered by the Texas General Land Office "Remember,we are here to serve the Citizens of Port Arthur" P.O. flux 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743 (GLO), will offer disaster recovery funding for projects with estimated costs between $250,000.00 and $ 1 million. Eligible applicants included cities and counties in Jefferson County, Orange County, Chambers County, Harris County, Hidalgo County, Liberty County, Montgomery County, San Jacinto County, Cameron County, and Willacy County. There were five areas of criteria used to determine the City's application scoring—the applicant's total damage per capita, the project's ability to meet the low and moderate- income (LMI) HUD National Objective, the cost per person benefit, the applicant's county Social Vulnerability Index (SoVI) score, and the applicant's ability to leverage funds from other sources including the applicant's funds. To maximize the points received, staff recommended allocating City funds equivalent to 1% of the Community Development Block Grant—Disaster Recovery (CDBG-DR) funds requested. The City of Port Arthur received notification from TX-GLO of its award of $990,000.00 for the demolition, disposal, and replacement of approximately 60 Brick Manholes located throughout the city. The brick will be replaced with concrete or similar material. On December 22, 2020, the City Council approved Resolution No. 20-465, authorizing a contract with Ardurra Group, LLC, for disaster recovery grant management and administration services related to Hurricane Harvey Projects. Under the terms of this contract, the City Manager has negotiated with Ardurra for an amount not to exceed $50,000.00, which is 100% reimbursable under the grant, to provide assistance in grant management and reporting services in conjunction with program guidelines for the manhole replacement project. Budget Impact: An amount not to exceed $50,000.00 and is 100% reimbursable under the Texas General Land Office (TX-GLO) 2019 HUD Infrastructure Competition Project. Recommendation: It is recommended that the City Council approve P.R. NO. 23607, authorizing the City Manager to enter into a contract with the Adurra Group, LLC for project management and reporting services associated with the Texas General Land Office (TX-GLO) 2019 HUD Infrastructure Competition Project. Funding for said services is 100% reimbursable under the grant and is not to exceed $50,000.00. "Remember, we are here to serve the Citizens of Port Arthur" P.O. Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743 P.R. NO. 23607 02/14/2024 pdl PAGE 1 of 7 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH ARDURRA GROUP, LLC, FOR TX-GLO 2019 HUD INFRASTRUCTURE COMPETITION PROJECT MANAGEMENT AND REPORTING SERVICES FOR THE CITY'S MANHOLE REPLACEMENT PROJECT IN AN AMOUNT NOT TO EXCEED $50,000.00. FUNDING AVAILABLE IN ACCOUNT NO. 148-21-055-5492-00-70-000, PROJECT NO. GM2402.GRE.ADM AND ARE 100% REIMBURSABLE UNDER THE TX-GLO CONTRACT #24-067-034-E222. WHEREAS, The Texas General Land Office (GLO) is administering $227,510,000 million in Community Development Block Grant Disaster Recovery (CDBG-DR) funds from the U.S. Department of Housing and Urban Development (HUD) for long-term disaster recovery from 2019 flooding in the Lower Rio Grande Valley and Tropical Storm Imelda in Southeast Texas; and, WHEREAS, the GLO allocated $61,430,000 million in disaster recovery funds for infrastructure projects to provide disaster relief, long-term recovery, and restoration of infrastructure for local communities; and, WHEREAS, the City of Port Arthur has endured extensive damages from disasters such as floods, extreme weather events, biological threats, industrial operations, hurricanes, and other perils resulting in threats to public health and safety, the loss of property, and economic hardship; and, WHEREAS, the City is eligible to apply for funding through open funding opportunities through the 2019 U.S. Housing and Urban Development (HUD) Infrastructure Competition. Each applicant may submit a maximum of two (2) applications; and, P.R. NO. 23607 02/14/2024 pdl PAGE 2 of 7 WHEREAS, pursuant to Resolution No. 22-315, the City Council authorized the City Manager to apply for grant funding through the 2019 HUD (CDBG-DR) Disasters Infrastructure Competition, with the City's contribution being 1% of the CDBG-DR funds requested (a maximum of $10,000.00 per application); and, WHEREAS, the City of Port Arthur was awarded $990,000.00 through the 2019 HUD (CDBG-DR) Disasters Infrastructure Competition to demolish, dispose, and replace approximately 60 brick manholes located in various parts of the city with concrete manholes; as delineated in Exhibit "A"; and, WHEREAS, the City Council, per Resolution 20-465, authorized the City Manager to negotiate a contract with Ardurra Group, LLC of Houston, Texas, for Disaster Recovery, Grant Management, and Administration Services for current and future disasters or funding opportunities; and, WHEREAS, the City Manager has negotiated a contract with Ardurra Group, LLC of Houston, Texas, for assistance in project management and reporting services required for funding awarded to the City of Port Arthur under the TX-GLO 2019 HUD Infrastructure Competition Grant for replacing 60 brick manholes in the City, in an amount not to exceed $50,000.00, as delineated in Exhibit "B"; and, WHEREAS, the City has been satisfied with the performance of Ardurra Group, LLC and deems it in the best interest of the citizens to enter into a new contract in an amount not to exceed $50,000.00 with funding available from the TX-GLO under contract #24-067-034-E222 funded under the 2019 HUD Infrastructure competition; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: P.R. NO. 23607 02/14/2024 pdl PAGE 3 of 7 Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council authorizes the City Manager to enter into a contract with Ardurra Group, LLC of Houston, Texas, for assistance in project management and reporting services required for funding awarded to the City of Port Arthur under the TX-GLO 2019 HUD Infrastructure Competition Grant for replacing (sixty) 60 brick manholes in the City, in an amount not to exceed $50,000.00, in substantially the same form as attached hereto as Exhibit "B". Section 3. That a copy of the Resolution shall be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED on this day of March A.D., 2024, at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor: Council members: NOES: Thurman Bill Bartie, Mayor ATTEST: Sherri Bellard, TRMC, City Secretary P.R. NO. 23607 02/14/2024 pol PAGE 4 of 7 APPROVED AS TO FORM: 4 / J1 es M. Black, Interim ity Attorney APPROVED FOR ADMINISTRATION: Ronald "Ron" Burton, CPM, City Manager [;1( 1 Clifton Williams, CPPB, Purchasing Manager APPROVED AS FOR AVAILABILITY OF FUNDS: Lynda Boswell, Finance Director P.R. NO. 23607 02/14/2024 pdl PAGE 5 of 7 Exhibit A P.R. NO. 23607 02/14/2024 pdl PAGE 6 of 7 2019 Disasters Infrastructure Competition Awards Texas GLO 2019 Disasters Recovery Funds: The Texas General Land Office (GLO) is administering$227,510,000 million in Community Development Block Grant Disaster Recovery (CDBG-DR) funds from the U.S. Department of Housing and Urban Development (HUD) for long-term disaster recovery from 2019 flooding in the Lower Rio Grande Valley and Tropical Storm Imelda in Southeast Texas. The GLO allocated $61,430,000 million in disaster recovery funds for infrastructure projects to provide disaster relief, long-term recovery, and restoration of infrastructure for local communities. The GLO announced the opening of the application for eligible counties and cities on March 15, 2022, and applications closed on August 1, 2022. Each applicant was eligible to submit a total of two applications. All activities had to contribute to the long-term recovery and restoration of infrastructure. The GLO recognizes that as part of a comprehensive long-term recovery program, the repair and enhancements of local infrastructure are crucial components. Infrastructure activities are vital not only for the long-term recovery and restoration of housing but for the long-term recovery and viability of communities. Port Arthur manholes replacement-$990,000 The project will demolish and dispose of brick manholes and replace them with concrete manholes in various parts of the city. Port Arthur emergency access route-$990,000 With these funds the city of Port Arthur will create an emergency access route for evacuation and transportation during emergency situations. Construction will include rehabilitating a one mile stretch of 9th Avenue between 36th Street and Evergreen Drive above the 100-year flood water surface elevation, installing sanitary sewer pipes, manholes, and water pipes and assembling a fire hydrant. P.R. NO. 23607 02/14/2024 pdl PAGE 7 of 7 Exhibit B STATE OV'1'EXAS § CITY OF PORT ARTHUR,TEXAS § AGREEMENT FOR PROFESSIONAL SERVICES COUNTY OF JEFFERSON § This Agreement for Professional Services("Agreement") is made by and between the City of Port Arthur,Texas,a Texas home-rule municipality located in Jefferson County,Texas("City"), and Adurra Group, LLC ("Professional") (individually, each a "Party" and collectively, "Parties"), acting by and through the Parties' authorized representatives. Recitals: WHEREAS, City desires to engage the services of Professional as an independent contractor and not as an employee in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, the Professional desires to render professional services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows: Article I Employment of Professional Professional will perform as an independent contractor for all services under this Agreement to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the Professional's profession, both public and private, currently practicing in the same locality under similar conditions including but not limited to the exercise of reasonable, informed judgments and prompt, timely action. If the Professional represents that it has special expertise in one or more areas to be utilized in this Agreement, then the Professional agrees to perform those special expertise services to the appropriate local, regional, and national professional standards. Article II Term 2.1 The term of this Agreement shall begin on the last date of execution hereof by all parties hereto(the"Effective Date")and shall continue thereafter until the one(1)year anniversary of the Effective Date. 2.2 Professional may terminate this Agreement by giving thirty (30) days prior written notice to City. In the event of such termination by the Professional, the Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. 2.3 City may terminate this Agreement by giving ten (10) days prior written notice to Professional. In the event of such termination by the City, the Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. Upon receipt of such notice from City, Professional shall immediately terminate working on,placing orders, or entering into contracts for supplies, assistance, facilities, or materials in connection with this Agreement and shall proceed to promptly cancel all existing contracts insofar as they are related to this Agreement. 2.4 Upon notice of termination by the Professional or City, the Professional shall immediately surrender all project documents produced by the Professional and its subcontractors up to and including the date on which the termination notice was given. Article III Scope of Services 3.1 Professional shall perform the services specifically set forth in Exhibit A, attached hereto and incorporated herein by reference, entitled"Scope of Services." In case of conflict with the language of ExhibitA and the provisions of this Agreement,the provisions of this Agreement shall control. Any additional services require the prior approval of the City Council of the City. 3.2 The Parties acknowledge and agree that any and all opinions provided by the Professional represent the best judgment of the Professional. Article IV Schedule of Work 4.1 Professional agrees to commence services upon written direction from City and to complete the tasks set forth in Exhibit A, Scope of Services, in accordance with a work schedule established by City (the "Schedule"), which is attached hereto and incorporated as Exhibit A. 4.2 In the event Professional's performance of this Agreement is delayed or interfered with by acts of City or others, Professional may request an extension of time for the performance of same as hereinafter provided, and City shall determine whether to authorize any increase in fee or price or to authorize damages or additional compensation as a consequence of such delays, within a reasonable time after receipt of Professional's request. 4.3 No allowance of any extension of time, for any cause whatsoever, shall be claimed or made by Professional unless Professional shall have made a written request upon City for such extension not later than five(5)business days after the occurrence of the cause serving as the basis for such extension request, and unless City and Professional have agreed in writing upon the allowance of such additional time. Page 2 of 11 City of Port Arthur, Texas Professional Services Agreement p Article V Compensation and Method of Payment 5.1 City shall pay Professional for the services specifically as set forth in Exhibit A and in accordance with the Rate Schedule in an amount not to exceed$50,000.00. 5.2 Each month, the Professional shall submit to the City an invoice supporting the amount for which payment is sought. Each invoice shall also state the percentage of work completed on the Project through the end of the then-submitted billing period, the total of the current invoice amount, and a running total balance for the Project to date. 5.3 Within thirty(30)days of receipt of each such monthly invoice,the City shall make monthly payments in the amount shown by the Professional's approved monthly invoice and other documentation submitted. 5.4 Professional shall be solely responsible for the payment of all costs and expenses related to the services provided pursuant to this Agreement, including, but not limited to, travel, copying,and facsimile charges,reproduction charges, and telephone, interne,e-mail, and postage charges, except as set forth in Exhibit A. 5.5 Nothing contained in this Agreement shall require City to pay for any services that are unsatisfactory as determined by City or which is not performed in compliance with the terms of this Agreement, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which City may have if Professional is in default, including the right to bring legal action for damages or for specific performance of this Agreement. Waiver of any default under this Agreement shall not be deemed a waiver of any subsequent default. Article VI Devotion of Time, Personnel, and Equipment 6.1 Professional shall devote such time as reasonably necessary for the satisfactory performance of the services under this Agreement. City reserves the right to revise or expand the scope of services after due approval by City as City may deem necessary, but in such event, City shall pay Professional compensation for such services at mutually agreed upon charges or rates, a copy of the Rate Schedule is attached hereto as Exhibit B,and within the time schedule prescribed by City, and without decreasing the effectiveness of the performance of services required under this Agreement. In any event, when the Professional is directed to revise or expand the scope of services under this Agreement, the Professional shall provide the City a written proposal for the entire costs involved in performing such additional services. Prior to the Professional undertaking any revised or expanded services as directed by the City under this Agreement, the City must authorize in writing the nature and scope of the services and accept the method and amount of compensation and the time involved in all phases of the Project. Page 3 of 11 City of Port Arthur, Texas Professional Services Agreement 6.2 It is expressly understood and agreed to by the Professional that any compensation not specified in this Agreement may require approval by the City Council of the City of Port Arthur and may be subject to current budget year limitations. 6.3 To the extent reasonably necessary for the Professional to perform the services under this Agreement, the Professional shall be authorized to engage the services of any agents, assistants, persons, or corporations that the Professional may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by the Professional. 6.4 Professional shall furnish the facilities,equipment,telephones, facsimile machines, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein. Article VII Relationship of Parties 7.1 It is understood and agreed by and between the Parties that in satisfying the conditions and requirements of this Agreement, the Professional is acting as an independent contractor, and the City assumes no responsibility or liability to any third party in connection with the services provided by the Professional under this Agreement. All services to be performed by the Professional pursuant to this Agreement shall be in the capacity of an independent contractor and not as an agent, servant, representative, or employee of the City. Professional shall supervise the performance of its services and shall be entitled to control the manner, means, and methods by which Professional's services are to be performed, subject to the terms of this Agreement. As such, City shall not train Professional, require Professional to complete regular oral or written reports, require Professional to devote his full-time services to City, or dictate Professional's sequence of work or location at which Professional performs Professional's work, except as may be set forth in Exhibit A. Article VIII Insurance 8.1 Before commencing work, the Professional shall, at its own expense, procure, pay for, and maintain during the term of this Agreement the following insurance written by companies approved by the state of Texas and acceptable to the City. The professional shall furnish the City Manager with certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates, and compliance with all applicable required provisions. Certificates shall reference the project/contract number and be addressed as follows: City of Port Arthur, Texas Attention: Ron Burton, City Manager 444 4th Street Port Arthur, Texas 77640 Page 4 of 11 City of Port Arthur, Texas Professional Services Agreement A. Commercial General Liability insurance, including, but not limited to Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability, with minimum combined single limits of $500,000 per occurrence, $500,000 Products/Completed Operations Aggregate, and $500,000 general aggregate. Coverage must be written on an occurrence form. The General Aggregate shall apply on a per project basis. B. Workers' Compensation insurance with statutory limits; and Employers' Liability coverage with minimum limits for bodily injury: 1) by accident, $100,000 each accident, and 2) by disease, $100,000 per employee with a per policy aggregate of $500,000. C. Business Automobile Liability insurance covering owned, hired and non- owned vehicles, with a minimum combined bodily injury and property damage limit of $500,000 per occurrence. D. Professional Liability Insurance to provide coverage against any claim which the Professional and all professionals engaged or employed by the Professional become legally obligated to pay as damages arising out of the performance of professional services caused by error, omission or negligent act with minimum limits of$1,000,000 per claim, $1,000,000 annual aggregate NOTE:If the insurance is written on a claims-made form,coverage shall be continuous(by renewal or extended reporting period) for not less than thirty-six (36) months following completion of this Agreement and acceptance by City. 8.2 With reference to the foregoing required insurance, Professional shall endorse applicable insurance policies as follows: A. A waiver of subrogation in favor of City, its officials, employees, and officers shall be contained in the Workers' Compensation insurance policy. B. The City, its officials, employees and officers shall be named as additional insureds on the Commercial General Liability policy, by using endorsement CG2026 or broader. C. All insurance policies shall be endorsed to the effect that City will receive at least thirty (30) days notice prior to cancellation, non-renewal, termination, or material change of the policies. 8.3 All insurance shall be purchased from an insurance company that meets a financial rating of B+VI or better as assigned by A.M. Best Company or equivalent. Page 5 of 11 City of Port Arthur, Texas Professional Services Agreement Article IX Right to Inspect Records 9.1 Professional agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of Professional involving transactions relating to this Agreement. Professional agrees that City shall have access during normal working hours to all necessary Professional facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Professional reasonable advance notice of intended audits. 9.2 Professional further agrees to include in subcontract(s), if any, a provision that any subcontractor agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further, that City shall have access during normal working hours to all such subcontractor facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section. City shall give any such subcontractor reasonable advance notice of intended audits. Article X Miscellaneous 10.1 Entire Agreement. This Agreement and any and all Exhibits attached hereto constitutes the sole and only agreement between the Parties and supersedes any prior or contemporaneous understandings,written agreements or oral agreements between the Parties with respect to the subject matter of this Agreement. 10.2 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement. 10.3 Assignment. Professional may not assign this Agreement in whole or in part without the prior written consent of City. In the event of an assignment by Professional to which the City has consented, the assignee shall agree in writing with the City to personally assume, perform, and be bound by all the covenants and obligations contained in this Agreement. 10.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. 10.5 Governing Law and Exclusive Venue. The laws of the State of Texas shall govern this Agreement, and exclusive venue for any legal action concerning this Agreement shall be in a District Court with appropriate jurisdiction in Jefferson County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 10.6 Amendments. This Agreement may be amended only by the mutual written agreement of the Parties. Page 6 of 11 City of Port Arthur, Texas Professional Services Agreement 10.7 Severability. In the-event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision in this Agreement,and this Agreement shall be construed as if such invalid,illegal, or unenforceable provision had never been contained in this Agreement. 10.8 Survival of Covenants and Terms. Any of the representations, warranties, covenants,and obligations of the Parties,as well as any rights and benefits of the Parties,pertaining to a period of time following the termination of this Agreement, shall survive termination, including, but not limited to, Section 3.3, Article X, and, in particular, Sections 10.13 and 10.14. 10.9 Recitals. The recitals to this Agreement are incorporated herein. 10.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail, overnight courier, or by confirmed telefax or facsimile to the address specified below or to such other Party or address as either Party may designate in writing and shall be deemed received three (3) days after delivery set forth herein: If intended for City: City of Port Arthur, Texas 444 4th Street Port Arthur, Texas 77640 Attn: Ron Burton, City Manager Copy to: City of Port Arthur, Texas 444 4th Street Port Arthur, Texas 77640 Attn: City Attorney If intended for Professional: 10.11 Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of, the Parties hereto. Page 7 of 11 City of Port Arthur, Texas Professional Services Agreement 10.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. 10.13 Professional's Liability. Acceptance of the Project Documents by City shall not constitute nor be deemed a release of the responsibility and liability of Professional,its employees, associates, agents, or subcontractors for the accuracy and competency of their designs, working drawings, specifications, or other documents and work; nor shall such acceptance be deemed an assumption of responsibility by City for any defect in the Project Documents or other documents and work prepared by Professional, its employees, associates, agents or sub-consultants. 10.14 Indemnification. PROFESSIONAL AGREES TO INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS,SUITS,COSTS(INCLUDING COURT COSTS,REASONABLE ATTORNEY'S FEES, AND COSTS OF INVESTIGATION), AND ACTIONS BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY PROFESSIONAL'S NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF PROFESSIONAL, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE NEGLIGENCE OF THE CITY). IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, THE PROFESSIONAL, ON NOTICE FROM THE CITY, SHALL DEFEND SUCH ACTION OR PROCEEDINGS AT THE PROFESSIONAL'S EXPENSE BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO THE CITY. PROFESSIONAL'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY PROFESSIONAL UNDER THIS AGREEMENT. IF THIS AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES, THEN THIS SECTION IS LIMITED BY, AND TO BE READ AS BEING IN COMPLIANCE WITH, THE INDEMNITY SPECIFIED IN § 271.904 OF THE TEXAS LOCAL GOVERNMENT CODE, AS AMENDED. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT 10.15 Conflicts of Interests. Professional represents that no official or employee of the City has any direct or indirect pecuniary interest in this Agreement. Any misrepresentation by a Professional under this section shall be grounds for termination of this Agreement and shall be grounds for recovery of any loss, cost, expense, or damage incurred by the City as a result of such misrepresentation. 10.16 Default. If at any time during the term of this Agreement, Professional shall fail to commence the services in accordance with the provisions of this Agreement or fail to diligently provide services in an efficient, timely, and careful manner and in strict accordance with the Page 8 of 11 City of Port Arthur, Texas Professional Services Agreement provisions of this Agreement or fail to use an adequate number or quality of personnel to complete the services or fail to perform any of Professional's obligations under this Agreement, then City shall have the right, if Professional shall not cure any such default after thirty (30) days written notice thereof,to terminate this Agreement. Any such act by the City shall not be deemed a waiver of any other right or remedy of City. If after exercising any such remedy due to Professional's nonperformance under this Agreement, the cost to City to complete the services to be performed under this Agreement is in excess of that part of the contract sum which as not theretofore been paid to Professional hereunder, Professional shall be liable for and shall reimburse City for such excess costs. 10.17 Confidential Information. Professional hereby acknowledges and agrees that its representatives may have access to or otherwise receive information during the furtherance of Professional's obligations in accordance with this Agreement, which is of a confidential, non- public or proprietary nature. Professional shall treat any such information received in full confidence and will not disclose or appropriate such Confidential Information for Professional's own use or the use of any third party at any time during or subsequent to this Agreement. As used herein, "Confidential Information"means all oral and written information concerning the City, its affiliates and subsidiaries, and all oral and written information concerning City or its activities, that is of a non-public,proprietary or confidential nature including,without limitation,information pertaining to customer lists, services, methods,processes and operating procedures, together with all analyses,compilations, studies or other documents,whether prepared by Professional or others, which contain or otherwise reflect such information. The term "Confidential Information" shall not include such information that is or becomes generally available to the public other than as a result of disclosure to Professional, or is required to be disclosed by a governmental authority under applicable law. 10.18 Remedies. No right or remedy granted or reserved to the Parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each right or remedy shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the Parties. Forbearance or indulgence by either Party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. 10.19 No Third Party Beneficiary. For purposes of this Agreement, including the intended operation and effect of this Agreement, the Parties specifically agree and contract that: (1) this Agreement only affects matters between the Parties to this Agreement, and is in no way intended by the Parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with City or Professional or both;and(2)the terms of this Agreement are not intended to release,either by contract or operation of law, any third person or entity from obligations owing by them to either City or Professional. [The Remainder of this Page Intentionally Left Blank] Page 9 of 11 City of Port Arthur, Texas Professional Services Agreement EXECUTED this day of - ,2024. CITY: CITY OF PORT ARTHUR,TEXAS, A Texas home-rule municipality, By: Ronald"Ron"Burton, City Manager ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: City Attorney EXECUTED this day of , 2024. PROFESSIONAL: [NAME OF ENTITY], A Texas By: Name: Title: Page 10 of 11 City of Port Arthur, Texas Professional Services Agreement Exhibit A Scope of Services / Schedule Page 11of11 City of Port Arthur, Texas Professional Services Agreement Scope of Services Will be provided. . .