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OFFICE OF THE CITY MANAGER
INTEROFFICE MEMORANDUM
Date: October 15, 2025
To: The Honorable Mayor and City Council
From: Ronald "Ron" Burton, CPM, City Manager
RE: P.R. NO. 24603 — Proposed Resolution Authorizing a Contract Between
the City of Port Arthur and Freese and Nichols, Inc.
Introduction:
This agenda item seeks the City Council's approval of Proposed Resolution No.
24603, authorizing the City Manager to execute a Professional Services Agreement
with Freese and Nichols, Inc. for professional planning and engineering services to
review, analyze, and update Chapter 98— Subdivisions of the City of Port Arthur Code
of Ordinances.
Background:
The City of Port Arthur's existing Subdivision Regulations (Chapter 98) were last
comprehensively updated in 1961 and no longer fully align with the City's
Comprehensive Plan, adopted planning goals, and Zoning Ordinance. Modern land
development practices, evolving infrastructure standards, and new legislative
requirements necessitate a comprehensive review and update of these regulations.
The City's Professional Planning Staff identified the need for professional assistance to
ensure that the revised ordinance incorporates:
• Modern engineering and design standards,
• Best practices in subdivision and land development regulation,
• Coordination and consistency with the Comprehensive Plan and Zoning
Ordinance, and
• Alignment of technical guidance and review processes across departments,
including Public Works, Engineering, Utilities, Fire, and Development Services.
"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
On June 25, 2025, and July 2, 2025, the City of Port Arthur solicited qualified firms
through the formal Request for Qualifications (RFQ) process to provide professional
planning and engineering services for this project, and Freese and Nichols, Inc. of
Houston, Texas, was the only respondent
Freese and Nichols, Inc., a consulting firm with extensive experience in municipal
ordinance development, has proposed a detailed scope of services to assist the City in:
• Conducting a thorough review and analysis of the current Chapter 98,
• Engaging staff and stakeholders to identify areas for improvement, and
• Drafting comprehensive updates to the Subdivision Ordinance that reflect both
local priorities and state requirements.
Budget Impact:
Funding for this project is available in the Planning Professional Services Expenditure
Account No. 001-13-031-5420-00-10-000 in an amount not to exceed $164,800.00.
Recommendation:
It is recommended that the City Council approve Proposed Resolution No. 24603,
authorizing the City Manager to execute a Professional Services Agreement with
Freese and Nichols, Inc. for the review, analysis, and update of Chapter 98 —
Subdivisions of the City of Port Arthur Code of Ordinances.
"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.24603
1011512025-PDL
PAGE 1 OF 4
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER
INTO A CONTRACT BETWEEN THE CITY OF PORT ARTHUR
AND FREESE AND NICHOLS, INC., FOR THE REVIEW,
ANALYSIS, AND REVISION OF CHAPTER 98 — SUBDIVISION OF
THE CITY OF PORT ARTHUR CODE OF ORDINANCES IN AN
AMOUNT NOT TO EXCEED $164,800.00; FUNDING AVAILABLE
IN THE PLANNING PROFESSIONAL SERVICES ACCOUNT
NUMBER: 001-13-031-5420-00-10-000.
WHEREAS, the City of Port Arthur ("City") recognizes the importance of
maintaining subdivision regulations that reflect current engineering standards, best
practices in land development, and the City's long-range planning objectives; and,
WHEREAS, Chapter 98 — Subdivisions of the City of Port Arthur Code of
Ordinances establishes the requirements and procedures governing the subdivision of
land within the City and its extraterritorial jurisdiction; and,
WHEREAS, the City has determined that Chapter 98 should be reviewed and
analyzed to ensure consistency with the City's Comprehensive Plan, current development
patterns, infrastructure capacity, and recent legislative changes; and,
WHEREAS, on June 25, 2025, and July 2, 2025, the City of Port Arthur solicited
qualified firms through the formal Request for Qualifications (RFQ) process to provide
professional planning and engineering services for this project, and Freese and Nichols,
Inc. of Houston, Texas, was the only respondent; and,
WHEREAS, pursuant to Resolution No. 25-374, the City Council authorized the
City Manager to negotiate a contract with Freese and Nichols, Inc. of Houston, Texas;
and,
WHEREAS, Freese and Nichols, Inc. ("Consultant") has submitted a Professional
Services Agreement outlining the scope of work necessary to conduct a comprehensive
review and analysis of Chapter 98 and to prepare recommended updates to modernize
and improve the ordinance; and,
P.R.NO.24603
1011412025-PDL
PAGE 2 OF 4
WHEREAS, City staff has reviewed the proposed scope and recommends entering
into a contract with Freese and Nichols, Inc. for said services in an amount not to exceed
One Hundred Sixty-Four Thousand Eight Hundred Dollars ($164,800.00); and,
WHEREAS, funding for this project is available in the Planning Professional
Services Account No. 001-13-031-5420-00-10-000.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR, TEXAS:
THAT the facts and opinions in the preamble are true and correct.
THAT the City Council of the City of Port Arthur hereby authorizes the City
Manager to execute a Professional Services Agreement with Freese and Nichols, Inc., in
an amount not to exceed $164,800.00, for the review, analysis, and revision of Chapter
98 — Subdivisions of the City of Port Arthur Code of Ordinances, as delineated in Exhibit
THAT a copy of the agreement shall be attached hereto and incorporated herein
as Exhibit "A."
THAT funding for this project shall be expended from Account No. 001-13-031-
5420-00-10-000 (Planning Professional Services).
THAT this resolution shall take effect immediately upon passage by the City
Council.
THAT a copy of the caption of this Resolution be spread upon the Minutes of the
City Council.
READ, ADOPTED, AND APPROVED this day of November, A.D. 2025,
at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the
following vote:
P.R.NO.24603
1 011 412025-PDL
PAGE 3 OF 4
AYES: MAYOR
COUNCILMEMBERS:
NOES:
Charlotte M. Moses, Mayor
ATTEST:
Sherri Bellard, TRMC, City Secretary
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
APPROVED FOR ADMINISTRATION:
1-101
Ronald " on" Burton, CP City Manager Pamela D. Langford, Assistant City
Manager — Operations/Director
of Planning & Development Services
APPROVED AS TO THE AVAILABILITY
OF FUN
J
ti
Linda oswell, Direc or of Finance Clift n Williams,
Purchasing Manager
P.R.NO.24603
10/14/2025-PDL
PAGE 4 OF 4
Exhibit "A"
STATE OF TEXAS § 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 Freese and Nichols, Inc. ("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 fifteen (15) month
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
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$164,800.00.
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, internet, 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 A,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 with 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 the
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 for
each accident, and 2) by disease, $100,000 per employee with a per policy aggregate of
$500,000.
C. Business Automobile Liability insurance covers 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 the City.
8.2 With reference to the foregoing required insurance, the Professional shall endorse
applicable insurance policies as follows:
A. A waiver of subrogation in favor of the 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 additional
insureds on the Commercial General Liability policy using endorsement CG2026 or
broader.
C. All insurance policies shall be endorsed to the effect that the 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. The Professional agrees that the City shall have access during normal
working hours to all necessary Professional facilities and shall be provided with adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section.
The City shall give the Professional reasonable advance notice of any 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
constitute the sole and only agreement between the Parties and supersede 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. The Professional may not assign this Agreement in whole or in part
without the prior written consent of the 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 the 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:
Freese and Nichols,Inc.
Attn: Chance Sparks, Principal/VP
P.O. Box 980004
Fort Worth,TX 76198-0004
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 the 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
use or 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 the 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 a 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 , 2025.
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:
Roxann Pais Cotroneo,City Attorney
EXECUTED this day of , 2025.
PROFESSIONAL:
FREESE AND NICHOLS,INC.
By:
Name: Chance Sparks
Title: Principal/Vice President
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 Work-Port Arthur Subdivision Regulations
Article
BASIC SERVICES: FNI shall render the following professional services in connection with the
development of the Project:
Introduction
The purpose of this Project as described in this Scope of Services is to develop updates to the City's
existing Subdivision Regulations as presently codified in the City Code of Ordinances. The scope of the
update will be based on City Staff and City stakeholders' input on the existing zoning and subdivision
regulations and FNI's professional recommendations for best practices and current State law.
Phase 1- Project Kickoff and Code Diagnostic
Phase 1 of the project will consist of kickoff meetings and reviewing and analyzing the existing
Subdivision Regulations Code to determine where there are weak points, issues, and areas where there
is confusion. FNI will look at how the current regulations came about and identify the most current
development trends, nonconformities, population data, and the culture of the Port Arthur community.
Throughout the project,the City of Port Arthur will be responsible for identifying stakeholders,
organizing the Technical Advisory Committee (TAC), reserving meeting locations,and sending
notifications and invitations to the public.
1.1 FNI conducts stakeholder interviews
FNI will hold stakeholder interviews or a workshop with stakeholders within the Port Arthur
community.These stakeholders will include developers, design professionals, realtors, and
builders. FNI wants to get feedback from these stakeholders and ask what obstacles they are
encountering with the Subdivision Regulations.
1.2 FNI creates preliminary draft report
Based on the feedback from the stakeholder interviews, FNI will draft a preliminary report on
the Diagnostic Code,which will serve as the starting point for the Diagnostic report.
1.3 Introductory review with City Staff and Technical Advisory Committee (TAC)
The Technical Advisory Committee will be created by the City and will work with City Staff to
review the current Subdivision Regulations and provide guidance and review for the proposed
updated regulations. FNI will meet with City Staff and the TAC at an introductory meeting, and
City Staff will conduct monthly meetings with the TAC throughout the process. The purpose of
the meeting will be to review the project's scope, schedule, communication, expectations,
deliverables, and Client and FNI tasks. During the kick-off meeting, FNI and the City will outline
community engagement goals,target groups, communication ideas, meetings and potential
branding assistance.
FNI will introduce the project's purpose, provide an overview of the scope and present findings
to date. Following, FNI will lead the meeting participants in general discussions and or a group
exercise to identify development opportunities and constraints.
1.4 Feedback discussion with City Staff and Technical Advisory Committee (TAC)
FNI will have feedback discussions with City Staff and the Technical Advisory Committee. These
discussions can be held via Zoom/Teams or in person. FNI will incorporate City Staff and the TAC
feedback into the Diagnostic report. FNI will ask City Staff and the TAC questions about certain
portions of the Subdivision Regulations that may be unclear or issue areas.
1.5 Revised draft report
FM will revise the draft and incorporate the suggestions and comments from City Staff and the
TAC. FNI will also prepare a series of solutions and approaches to the new Subdivision
Regulations linked to the findings of the analyses of the current regulations.
1.6 Joint Meeting with Planning and Zoning Commission, City Council, and the Parks and
Recreation Commission for feedback
During this joint meeting, FNI will have a detailed discussion with City Staff and leadership
regarding capacity concerns, preferred business procedures,future development trends,
approaches to achieve the goals of the regulations, and other topic areas the City is facing.The
information gained from stakeholders, board members,and citizens will play an important role
in determining the best solutions for the City.
1.7 FNI delivers the final Diagnostic Report
The final Diagnostic Report will be completed at this phase after being reviewed by City Staff,
the Planning and Zoning Commission,the Parks and Recreation Commission, and the City
Council. It will serve as the foundation for the development code update. FNI will also look at
the issues recognized in the current regulations to draft and adopt amendments where it is
feasible to provide urgent help to address these challenges.
Phase 2- Drafting the New Code
Phase 2 will focus on drafting the new Subdivision Regulations. FNI has experience drafting a variety of
Development Codes in the State of Texas, including those that use conventional, hybrid, and form-based
approaches to zoning and development guidelines. We strive to create development codes that are
precise, easy to read and interpret, and in compliance with Texas Local Government Code Chapter 211,
Chapter 212, and other state laws related to zoning and subdivision regulations.
2.1 FNI creates preliminary report
FNI will create an outline for the new Subdivision Regulations section.The outline will identify
existing code references and where they should be in the new UDC,or if they need to be
removed. FNI will divide the preliminary draft into several sections for individual discussion and
feedback on each one with City Staff and the TAC.
2.2 Preliminary review with Staff and Technical Advisory Committee (TAC)
Each section of the Subdivision Regulations will be reviewed by City Staff and the TAC. City Staff
and FNI will have bi-weekly meetings/calls regarding the review process and items they want to
be included or removed from the code update. City Staff will keep FNI informed on City
ordinances that have passed, which could affect the updated code.
2.3 Feedback discussion with Staff and Technical Advisory Committee (TAC)
During this phase, FNI will receive feedback from City Staff,the TAC,and City leadership on the
development of the Subdivision Regulations. FNI will incorporate these recommendations into
the document.
2.4 FNI provides a revised complete draft for discussion
FNI will conduct an internal Quality Control review of the document before submitting it to City
Staff.The discussion draft is a more refined version of the preliminary draft. It will be posted for
community dialogue and input, which will lead to joint workshops with the Planning&Zoning
Commission,the Parks& Recreation Commission, and the City Council.
Phase 3- Code Testing and Finalization
During Phase 3,the discussion draft is reviewed thoroughly, and a code testing protocol is developed.
City Staff,with input from the TAC, will identify various scenarios with the code to assess their viability
and intended results.The scenarios will be based on Port Arthur's desired outcomes of the regulations
update.
3.1 Joint Workshop with Planning and Zoning Commission, City Council, and Parks and
Recreation Commission, as well as stakeholder follow-up for feedback
During the joint workshop, FNI and City Staff will discuss stakeholders' and community feedback and
new findings with the joint boards. FNI will get direction from the joint boards regarding the
creation of the final completed document.
3.2 Public Hearing-Planning and Zoning Commission for recommendation to City Council
During this meeting,the Planning Commission will hear testimony from the public regarding the
Subdivision Regulations update. After the public hearing has concluded,the Planning Commission
can vote to recommend the Subdivision Regulations to City Council for approval, recommend to City
Council on the condition that certain items are added or removed, deny the recommendation, or
table the recommendation to a later date. FNI will attend the public hearing and speak before the
Planning Commission if necessary.
3.3 Public Hearing-City Council and 15t Reading
If the Planning Commission recommends the Subdivision Regulations to the City Council,the
document will be introduced at the City Council meeting, and there will be a public hearing at which
the public can voice their concerns.There will also be a 1st Reading, and no action will be taken by
the City Council. City Staff will lead the public hearing, and FNI will attend the public hearing and 1st
Reading and will be available to answer questions from the Council.
3.4 2'd Reading and City Council adoption
If passed by the City Council,the document will be adopted at the 2nd reading.The City Council will
vote to approve, approve with conditions, deny,or table the vote until a later date. City staff will
lead the discussion, and FNI will attend the 2nd Reading and be available to answer questions from
the Council.
3.5 FNI provides final deliverables
After the Subdivision Regulations are formally adopted by the City Council, FNI will provide the final
deliverables to the City Staff in digital and physical forms.
Engineering and Similar Technical Standards
It is anticipated that the City's construction and technical standards are currently adequate and will
not need revisions at this time.Any revisions to the City's current construction and technical
standards shall be performed by the City's Engineering Department (or by other engineering
professionals, as may be desired by the City) and at the City's direction and is not to be included is
this Scope of Services.
Meetings
Please see Appendix 1: Schedule for the number of meetings, meeting topics, meeting formats, and
proposed meeting timelines.
Deliverables
Final deliverables will be provided in Microsoft Word and Adobe PDF format, including the
electronic files necessary to edit and reproduce the document. If the City selects to use a third-party
platform for codification services,then the City will negotiate the use of the third-party platform
separately from this Scope of Services. Mapping files will be provided in ArcGIS.
Article II
ADDITIONAL SERVICES
Additional Services to be performed by FNI, if authorized by the City, which are not included in the
above-described basic services, are described as follows:
A. Providing renderings, models, and mock-ups requested by the City.
B. Making revisions to drawings or other report documents when such revisions are 1) not consistent
with approvals or instructions previously given by the City or 2) due to other causes not solely within the
control of FNI.
C. Providing services to investigate existing conditions or facilities, or to make measured drawings
thereof,or to verify the accuracy of drawings or other information furnished by the City.
D. Meetings or trips in excess of the number of meetings included in Article I for site visits, coordination
meetings, or other activities.
E. Preparing applications and supporting documents for government grants, loans, or planning advances
and providing data for detailed applications.
F. Preparing data and reports for assistance to the City in preparation for hearings before regulatory
agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and
preparations therefore before any regulatory agency, court, arbitration panel or mediator.
G. Design, contract modifications, studies or analysis required to comply with local, State, Federal or
other regulatory agencies that become effective after the date of this Agreement.
H. Providing basic or additional services on an accelerated time schedule.The Scope of Services includes
cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or
reproduction costs directly attributable to an accelerated time schedule directed by the City.
I. Preparing statements for invoicing or other documentation for billing other than for the standard
invoice for services attached to this professional services agreement.
J. Providing document revisions in excess of those outlined in Article I.
Article Ill
TIME OF COMPLETION: FNI is authorized to commence work on the Project upon the Effective Date and
agrees to complete the Scope of Services in agreement with the items shown on Appendix 1:Schedule.
If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust the Schedule
consistent with the number of days of delay. These delays may include, but are not limited to delays in
City or regulatory reviews, delays in the flow of information to be provided to FNI, governmental
approvals, etc.These delays may result in an equitable adjustment to compensation as outlined on the
face of this Agreement.
Article IV
RESPONSIBILITIES OF THE CITY:The City shall perform the following in a timely manner so as not to
delay the services of FNI:
A. Provide meeting space and coordinate equipment needs, room set up, and logistics for meetings
outlined in Article I.
B. Contact meeting invitees for stakeholder and public meetings.This includes email, mail, newsletter or
other forms of notification.
C. Designate in writing a person to act as the City's representative with respect to the services to be
rendered under this Agreement. Such person shall have authority to transmit instructions, receive
information, interpret and define City's policies and decisions with respect to FNI's services for the
Project.
D.Arrange for access to and make all provisions for FNI to enter upon public and private property as
required for FNI to perform services under this Agreement.
E. Examine and provide prompt feedback on all submittals, draft reports, sketches, drawings, and other
documents presented by FNI within a reasonable time so as not to delay the services of FNI.
F. Furnish, or direct FNI to provide,Additional Services as stipulated in Article II of this Agreement or
other services as required.
G. Bear all costs incident to comply with the requirements of this Article IV.
Appendix 1:Schedule
Item or Phase Months
1 I 2 I 3 I 4 I 5 6 7 I 8 9 110 I 12
Project Management
Internal Kick Off Meeting
External Kick-Off Meeting
Periodic internal meetings
Periodic client meetings
Conference Calls with Port Arthur staff
Phase 1-Project Kickoff and Code Diagnostic
1.1 FNI conducts stakeholder interviews
1.2 FNI creates preliminary draft report
1.3 Introductory review with City Staff and Technical Advisory
Committee(TAC)
1.4 Feedback discussion with City Staff and Technical Advisory
Committee(TAC)
1.5 Revised draft report
1.6 Joint Meeting with Planning and Zoning Commission,City
Council,and the Parks and Recreation Commission
1.7 FNI delivers the final Diagnostic Report
Phase 2-Draft the New Code
2.1 FNI creates preliminary report
2.2 Preliminary review with Staff and Technical Advisory
Committee(TAC)
2.3 Feedback discussion with Staff and Technical Advisory
Committee(TAC)
2.4 FNI provides a revised complete draft for discussion
Phase 3-Code Testing and Finalization
3.1 Joint Workshop with Planning and Zoning Commission,
City Council,and Parks and Recreation Commission,and
stakeholder follow-up for feedback
3.2 Public Hearing-Planning and Zoning Commission for
recommendation to City Council
3.3 Public Hearing-City Council and 1st Reading
3.4 2nd Reading and City Council adoption
3.5 FNI provides final deliverables
TERMS AND CONDITIONS OF AGREEMENT
1. DEFINITIONS: As used herein: (1) City refers to the party named as such in the Agreement between
the City and FNI; (2) FNI refers to Freese and Nichols, Inc., its employees and agents, and its
subcontractors and their employees and agents; and (3) Services refers to the professional services
performed by FNI pursuant to the Agreement.
2. INFORMATION FURNISHED BY CITY: City will assist FNI by placing at FNI's disposal all available
information pertinent to the project, including previous reports and any other data relative to design
or construction of the project. FNI shall have no liability for defects or negligence in the Services
attributable to FNI's reliance upon or use of data, design criteria, drawings, specifications, or other
information furnished by City. To the fullest extent permitted by law, City agrees to indemnify and
hold FNI harmless from any and all claims and judgments, and all losses, costs, and expenses arising
therefrom. FNI shall disclose to City, prior to use thereof, defects or omissions in the data, design
criteria, drawings, specifications, or other information furnished by City to FNI that FNI may
reasonably discover in its review and inspection thereof.
3. STANDARD OF CARE: FNI will perform all professional services under this Agreement with the
professional skill and care ordinarily provided by competent members of the subject profession
practicing under the same or similar circumstances and professional license as expeditiously as is
prudent considering the ordinary professional skill and care of a competent member of the subject
profession. FNI makes no warranties, express or implied, under this Agreement or otherwise, in
connection with any Services performed or furnished by FNI.
4. INSURANCE: FNI shall provide City with certificates of insurance with the following minimum
coverage:
Commercial General Liability Workers' Compensation
$2,000,000 General Aggregate As required by Statute
Automobile Liability(Any Auto) Professional Liability
$1,000,000 Combined Single Limit $3,000,000 Annual Aggregate
5. CHANGES:City,without invalidating the Agreement, may order changes within the general scope of
Services required by the Agreement by altering, adding, and/or deducting from the Services to be
performed. If any such change under this clause causes an increase or decrease in FNI's cost or time
required for the performance of any part of the Services, an equitable adjustment will be made by
mutual agreement and the Agreement will be modified in writing accordingly.
FNI will make changes to the drawings, specifications, reports, documents, or other deliverables as
requested by City. However,when such changes differ from prior comments,directions, instructions,
or approvals given by City or are due to causes not solely within the control of FNI, FNI shall be
entitled to additional compensation and time required for performance of such changes to the
Services authorized under this Agreement.
6. OPINION OF PROBABLE CONSTRUCTION COSTS: No fixed limit of project construction cost shall be
established as a condition of the Agreement, unless agreed upon in writing and signed by the parties
hereto. If a fixed limit is established, FNI shall be permitted to include contingencies for design,
bidding, and price escalation in the construction contract documents to make reasonable
adjustments in the scope of the project to adjust the project construction cost to the fixed limit.Such
contingencies may include bid allowances, alternate bids, or other methods that allow FNI to
Attachment TC Page 1 of 4
Rev 07/23
determine what materials, equipment, component systems, and types of construction are to be
included in the construction contract documents. Fixed limits, if any, shall be increased by the same
amount as any increase in the contract price after execution of the construction contract.
FNI will furnish an opinion of probable construction or program cost based on present day pricing,
but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial
evaluations, feasibility studies, economic analyses of alternate solutions, and utilitarian
considerations of operations and maintenance costs prepared by FNI hereunder will be made on the
basis of FNI's experience and qualifications and represent FNI's judgment as an experienced and
qualified design professional. It is recognized, however,that FNI does not have control over the cost
of labor, material, equipment, or services furnished by others or over market conditions or
contractors' methods of determining prices. Accordingly, FNI cannot and does not warrant or
represent that bids or cost proposals will not vary from the City's project budget or from any estimate
or opinion of probable construction or program cost prepared by or agreed to by FNI.
7. PAYMENT:Progress payments may be requested by FNI based on the amount of Services completed.
Payment for Services shall be due and payable upon submission of a statement for Services to City
and in acceptance of Services as satisfactory by City. Statements for Services shall not be submitted
more frequently than monthly. Any applicable taxes imposed upon the Services, expenses, and
charges by any governmental body after the execution of this Agreement will be added to FNI's
compensation.
If City fails to make any payment due FNI for Services, expenses, and charges within 30 days after
receipt of FNI's statement for Services therefore,the amounts due FNI will be increased at the rate
of 1 percent per month from said 30th day, and, in addition, FNI may, after giving 7 days' written
notice to City, suspend Services under this Agreement until FNI has been paid in full for all amounts
due for Services, expenses, and charges.
If FNI's Services are delayed or suspended by City or are extended for more than 60 days through no
fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of compensation to
reflect reasonable costs incurred by FNI in connection with such delay or suspension and reactivation
and the fact that the time for performance under this Agreement has been revised.
8. OWNERSHIP OF DOCUMENTS: All drawings, reports, data, and other project information developed
in the execution of Services provided under this Agreement shall be the property of City upon
payment of FNI's fees for Services. FNI may retain copies for record purposes. City agrees such
documents are not intended or represented to be suitable for reuse by City or others. Any reuse by
City or by those who obtained said documents from City without written verification or adaptation
by FNI, will be at the City's sole risk and without liability or legal exposure to FNI, or to FNI's
independent associates or consultants. To the fullest extent permitted by law, City shall indemnify
and hold harmless FNI and FNI's independent associates and consultants from all claims, damages,
losses, and expenses including attorneys' fees arising out of or resulting therefrom. Any such
verification or adaptation will entitle FNI to further reasonable compensation. FNI may reuse all
drawings, report data,and other project information in the execution of Services provided under this
Agreement in FNI's other activities.Any reuse by FNI will be at FNI's sole risk and without liability or
legal exposure to City, and FNI shall indemnify and hold harmless City from all claims, damages,
losses, and expenses including reasonable attorneys'fees arising out of or resulting therefrom.
Attachment TC Page 2 of 4
Rev 07/23
9. TERMINATION:The obligation to provide Services under this Agreement may be terminated by either
party upon 10 days' written notice. In the event of termination, FNI will be paid for all Services
rendered and reimbursable expenses incurred to the date of termination and, in addition, all
reimbursable expenses directly attributable to termination.
10. CONSTRUCTION REPRESENTATION: If required by the Agreement, FNI will furnish construction
representation according to the defined scope for these Services. FNI will observe the progress and
the quality of work to determine in general if the work is proceeding in accordance with the
construction contract documents. In performing these Services, FNI will report any observed
deficiencies to City, however, it is understood that FNI does not guarantee the contractor's
performance, nor is FNI responsible for the supervision of the contractor's operation and employees.
FNI shall not be responsible for the contractor's means, methods, techniques, sequences, or
procedures of construction or the safety precautions and programs incident to the work of the
contractor. FNI shall not be responsible for the acts or omissions of any person (except its own
employees or agents) at the project site or otherwise performing any of the work of the project. If
City designates a resident project representative that is not an employee or agent of FNI,the duties,
responsibilities, and limitations of authority of such resident project representative will be set forth
in writing and made a part of this Agreement before the construction phase of the project begins.
11. GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT: City agrees to include provisions in the
general conditions of the construction contract that name FNI:(1)as an additional insured and in any
waiver of subrogation rights with respect to such liability insurance purchased and maintained by the
contractor for the project (except workers' compensation and professional liability policies); and (2)
as an indemnified party in any indemnification provisions where City is named as an indemnified
party.
12. POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FNI has neither created
nor contributed to the creation or existence of any hazardous, radioactive,toxic, irritant, pollutant,
or otherwise dangerous substance or condition at the project site, if any, and its compensation
hereunder is in no way commensurate with the potential risk of injury or loss that may be caused by
exposures to such substances or conditions. The parties agree that in performing Services required
by this Agreement, FNI does not take possession or control of the subject site, but acts as an invitee
in performing Services,and is not therefore responsible for the existence of any pollutant present on
or migrating from the site. Further, FNI shall have no responsibility for any pollutant during clean-up,
transportation, storage or disposal activities.
13. SUBCONTRACTS: If, for any reason and at any time during the progress of providing Services, City
determines that any subcontractor for FNI is incompetent or undesirable, City shall notify FNI
accordingly and FNI shall take immediate steps for cancellation of such subcontract. Subletting by
subcontractors shall be subject to the same regulations. Nothing contained in the Agreement shall
create any contractual relation between any subcontractor and City.
14. PURCHASE ORDERS: If a purchase order is used to authorize FNI's Services, only the terms,
conditions, and instructions typed on the face of the purchase order shall apply to this Agreement.
Should there be any conflict between the purchase order and the terms of this Agreement,then this
Agreement shall prevail and be determinative of the conflict.
Attachment TC Page 3 of 4
Rev 07/23
15. CONSEQUENTIAL DAMAGES: In no event shall FNI be liable in contract,tort, strict liability,warranty,
or otherwise for any special, indirect, incidental, or consequential damages (such as loss of product,
loss of use of equipment or systems, loss of anticipated profits or revenue, non-operation or
increased expense of operation), arising out of, resulting from, or in any way related to this
Agreement or the project.
16. ARBITRATION: No arbitration,arising out of or relating to this Agreement, involving one party to this
Agreement may include the other party to this Agreement without their approval.
17. SUCCESSORS AND ASSIGNMENTS: City and FNI and the partners, successors, executors,
administrators, and legal representatives of each are hereby bound to the other party to this
Agreement and to the partners,successors,executors,administrators,and legal representatives(and
said assigns) of such other party, in respect of all covenants, agreements, and obligations of this
Agreement.
Neither City nor FNI shall assign, sublet, or transfer any rights under or interest in (including, but
without limitation, moneys that may become due or moneys that are due) this Agreement without
the written consent of the other, except to the extent that any assignment, subletting, or transfer is
mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated
to the contrary in any written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph
shall prevent FNI from employing such independent associates and consultants as FNI may deem
appropriate to assist in the performance of Services hereunder.
Attachment TC Page 4 of 4
Rev 07/23
PROFESSIONAL SERVICES AGREEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
This Agreement is entered into by City of Port Arthur, Texas (City) and Freese and Nichols, Inc. (FNI). In
consideration of FNI providing professional services for City and City utilizing these services, the parties
hereby agree:
I. EMPLOYMENT OF FNI: In accordance with the terms of this Agreement, City agrees to employ and
compensate FNI to perform professional services in connection with the Project. The Project is
described as Subdivision Regulations Update.
II. SCOPE OF SERVICES: FNI shall render professional services in connection with the Project as set forth
in Attachment SC—Scope of Services and Responsibilities of City which is attached to and made a
part of this Agreement.
III. COMPENSATION:City agrees to pay FNI for all professional services rendered under this Agreement.
FNI shall perform professional services under this Agreement for a lump sum fee of$164,800.
IV. TERMS AND CONDITIONS OF AGREEMENT:The Terms and Conditions of Agreement, as set forth in
Attachment TC—Terms and Conditions of Agreement,shall govern the relationship between the City
and FNI.
V. GOVERNING LAW;VENUE:This Agreement shall be administered and interpreted under the laws of
the State of Texas.Venue of any legal proceeding involving this Agreement shall be in Tarrant County,
Texas.
VI. EFFECTIVE DATE:This Agreement shall become effective once fully executed by both parties.
Nothing in this Agreement shall be construed to give any rights or benefits under this Agreement to
anyone other than the City and FNI.All duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of the City and FNI and not for the benefit of any other party.
This Agreement constitutes the entire agreement between the City and FNI and supersedes all prior
written or oral understandings.
This Agreement is executed in two counterparts. IN TESTIMONY HEREOF, Agreement executed:
CITY OF PORT ARTHUR,TEXAS FREESE AND C LS, C.
By: By:
Name: Name: Chance Sparks
Title: Title: Principal/Vice President
Date: Date: 8/19/25
Professional Services Agreement Page 1 of 1
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