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21-R-44 - Contract with Ford Engineering relting to the Corbett Ground Storage tank eng & design projectRESOLUTION NO. 21 -R44 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A CONTRACT WITH FORD ENGINEERING, INC. RELATING TO THE CORBETT GROUND STORAGE TANK ENGINEERING AND DESIGN PROJECT AND AUTHORIZING THE BUDGET EXPENDITURES FOR THE PROJECT WHEREAS, The City staff of the City of Schertz (the "City ") has recommended that the City accept the proposal from Ford Engineering, Inc. relating to the Corbett Ground Storage Tank Engineering and Design and approve the project expenditures; and WHEREAS, City staff has received qualifications indicating that Ford Engineering, Inc. is qualified to provide such services for the City; and WHEREAS, Ford Engineering, Inc. is an approved On -Call Engineering Firm for the City of Schertz; and WHEREAS, pursuant to Section 252.022(a)(4) of the Texas Local Government Code, the City is not required to seek bids or proposals with respect to procurement for personal, professional, or planning purposes; and WHEREAS, the project is a planned project and will be funded from Water Capital Recovery Fees, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Task Order Agreement with Ford Engineering, Inc. in accordance with their approved Master Agreement in substantially the form set forth in Exhibit A in the amount not to exceed $512,000.00 for the Corbett Ground Storage Tank Engineering and Design Project. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 25'h day of May, 2021. ATTEST- 50506221.1 CITY OF SCHERTZ, TEXAS Ralp tie ayor i-1 -2- FROM: DATE: Oct 04,2019 x x x x COMMENTS: RETURN TO: CITY MANAGEMENT C'nnr�ltin9t ;nn Q1�asa+ Purchasing NAME Mr. Brian James Assistant City Manager Mr. Charles Kelm Assistant City Manager Ms. Sarah Gonzalez Assistant to the City Manager Mr. Mark Browne City Manager EXHIBIT A INITIALS I DATE On -Call Engineering Master Services Agreement with Ford Engineering. Approved on 19 -R -134, 9124/2019. No CAF requested as no financials invovled in MSA. Julie Gohlke This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated project and the controlling laws and regulations. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TASK ORDER EDITION Note: The City of Schertz, Texas has modified this document. The modified language is indicated by strikeout and/or underlining Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE Issued and Published Jointly by AMERICAN COUNCIL or. Em.;71SIEERING COMPANtrs AMERICAN SDCIETY Dr CIVIL ENGINEERS National Society of Professional Engineerse EJMC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. This Agreement has been prepared for use with EJCDC® C -700, Standard General Conditions of the Construction Contract, 2013 Edition. Their provisions are interrelated, and a change in one may necessitate a change in the other. For guidance on the completion and use of this Agreement, see EJCDCI E -001, Commentary on the EJCDC Engineering Services Agreements, 2013 Edition. Copyright © 2014: National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 -2794 (703) 684 -2882 www.ns, e.orc American Council of Engineering Companies 101515th Street N.W., Washington, DC 20005 (202) 347 -7474 www. acec.o r American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191 -4400 (800) 548 -2723 www.asce.org The copyright for this EJCDC document is owned jointly by the three sponsoring organizations listed above. The National Society of Professional Engineers is the Copyright Administrator for the EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE. NOTE: EJCDC publications may be purchased at www.e_cdc.or, or from any of the sponsoring organizations above. EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TABLE OF CONTENTS Page ARTICLE 1— SERVICES OF ENGINEER 1 1.1 Scope ................................................................................................................................... ..............................1 1.2 Task Order Procedure .................................................................................................. ..............................1 ARTICLE 2 — OWNER'S RESPONSIBILITIES 2 2.01 General ......................................................................................................................... ..............................2 ARTICLE 3 —TERM; TIMES FOR RENDERING SERVICES 2 3.1 Term ...................................................................................................... ............................... 3.2 Times for Rendering Services ...................................................................................... ..............................2 ARTICLE 4 — INVOICES AND PAYMENTS 3 4.1 Invoices ........................................................................................................................ ..............................3 4.2 Payments ...................................................................................................................... ..............................3 ARTICLE 5 —OPINIONS OF COST 4 5.1 Opinions of Probable Construction Cost ..................................................................... ..............................4 5.2 Designing to Construction Cost Limit .......................................................................... ..............................4 5.3 Opinions of Total Project Costs ................................................................................... ..............................4 ARTICLE 6 — GENERAL CONSIDERATIONS 4 6.1 Standards of Perf ormance ........................................................................................... ..............................4 6.2 Design Without Construction Phase Services ............................................................. ..............................6 6.3 Use of Documents ....................................................................................................... ..............................6 6.4 Electronic Transmittals ................................................................................................ ..............................7 6.5 Insurance ..................................................................................................................... ............................... 8 6.6 Suspension and Termination ....................................................................................... ..............................9 6.7 Controlling Law ........................................................................................................... .............................10 6.8 Successors, Assigns, and Beneficiaries ....................................................................... .............................10 6.9 Dispute Resolution ...................................................................................................... .............................11 6.10 Environmental Condition of Site ................................................................................. .............................11 6.11 Indemnification and Mutual Waiver .......................................................................... .............................12 6.12 Records Retention ...................................................................................................... .............................13 6.13 Miscellaneous Provisions ............................................................................................ .............................13 ARTICLE 7 — DEFINITIONS 14 7.01 Defined Terms ............................................................................................................. .............................14 ARTICLE 8 — EXHIBITS AND SPECIAL PROVISIONS 17 8.1 Suggested Form of Task Order ................................................................................... .............................17 8.2 Exhibits Included: ................................................................... ....................................................................... 17 8.3 Total Agreement ......................................................................................................... .............................18 8.4 Designated Representatives ....................................................................................... .............................18 8.5 Engineer's Certifications ................................................................... ............................... ..................19 EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TASK ORDER EDITION THIS IS AN AGREEMENT effective as of October 1, 201! ( "Effective Date of the Agreement") between The City of Schertz "Owner" ( "Owner") and Ford En:- ineerin_ Inc. Other terms used in this Agreement are defined in Article 7. ( "Engineer"). From time to time Owner may request that Engineer provide professional services for Specific Projects. Each engagement will be documented by a Task Order. This Agreement sets forth the general terms and conditions which shall apply to all Task Orders duly executed under this Agreement. Owner and Engineer further agree as follows: ARTICLE 1— SERVICES OF ENGINEER 1.1 scope A. Engineer's services will be detailed in a duly executed Task Order for each Specific Project. The general format of a Task Order is shown in Attachment 1 to this Agreement. Each Task Order will indicate the specific services to be performed and deliverables to be provided. B. This Agreement is not a commitment by Owner to Engineer to issue any Task Orders. C. Engineer shall not be obligated to perform any prospective Task Order unless and until Owner and Engineer agree as to the particulars of the Specific Project, including the scope of Engineer's services, time for performance, Engineer's compensation, and all other appropriate matters. 1.2 Task Order Procedure A. Owner and Engineer shall agree on the scope, time for performance, and basis of compensation for each Task Order. With respect to the scope of Engineer's services, each specific Task Order shall either (1) be accompanied by and incorporate a customized Exhibit A, "Engineer's Services for Task Order," prepared for the Specific Project, (2) state the scope of services in the Task Order document itself, or (3) incorporate by reference all or portions of Exhibit A, "Engineers Services for Task Order," as attached to this Agreement. Each duly executed Task Ordershall be subject to the terms and conditions of this Agreement. B. Engineer will commence performance as set forth in the Task Order. C. Engineer shall provide, or cause to be provided, the services set forth in the Task Order. EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Sodety of Civil Engineers. All rights reserved. Page i ARTICLE 2— OWNER'S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth in this Agreement; in Exhibit B, "Owner's Responsibilities "; and in each Task Order. B. Owner shall pay Engineer as set forth in each .Task Order, pursuant to the applicable terms of Article 4 and Exhibit C. C. Owner shall be responsible for all requirements and instructions that it furnishes to Engineer pursuant to this Agreement, and for the accuracy and completeness of all programs, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement; such responsibility extends to requirements, instructions, programs, reports, data, and other information furnished by Owner pursuant to any Task Order. Engineer may use and rely upon such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement, subject to any express limitations or reservations applicable to the furnished items. D. Owner shall give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of: (1) any development that affects the scope or time of performance of Engineer's services; (2) the presence at the Site of any Constituent of Concern; or (3) any relevant, material defect or nonconformance in Engineer's services, the Work, the performance of any Constructor, or in Owner's performance of its responsibilities under this Agreement. ARTICLE 3 — TERM; TIMES FOR RENDERING SERVICES 3.1 Term A. This Agreement shall be effective and applicable to Task Orders issued hereunder for 131 years from the Effective Date of the Agreement. B. The parties may extend or renew this Agreement, with or without changes, by written instrument establishing a new term for up two additional terms of 1 year each. 3.2 Times for Rendering Services A. The Effective Date of the Task Order and the times for completing services or providing deliverables will be stated in each Task Order. Engineer is authorized to begin rendering services under a Task Order as of the Effective Date of the Task Order. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer's services is impaired, or Engineer's services are delayed or suspended, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Specific Project, or Engineer's services, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. EJCDC® E -505, Agreement Between Owner and Engineerfor Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering companies, and American Society of Civil Engineers. All rights reserved. Page 2 D. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer's performance of its services. E. If Engineer fails, through its own fault, to complete the performance required in a Task Order within the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to the recovery of direct damages, if any, resulting from such failure. With respect to each Task Order, the number of Construction Contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established shall be identified in the Task Order. If the Work designed or specified by Engineer under a Task Order is to be performed or furnished under more than one prime contract, or if Engineer's services are to be separately sequenced with the work of one or more prime Contractors (such as in the case of fast - tracking), then the Task Order will state the schedule for performance of Engineer's services in order to sequence and properly coordinate such services as are applicable to the Work under the Construction Contracts. If the Task Order does not address such sequencing and coordination, then Owner. and Engineer shall jointly develop a schedule for sequencing and coordination of services prior to commencement of final design services; this schedule is to be prepared and included in or become an amendment to the authorizing Task Order whether or not the work under such contracts is to proceed concurrently. ARTICLE 4 — INVOICES AND PAYMENTS 4.1 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices, the terms of Exhibit C, and the specific Task Order. Engineer shall submit its invoices to Owneron a monthly basis. Invoices are due and payable within 30 days of receipt. 4.2 Payments A. Application to Interest and Principal. Payment will be credited first to any interest owed to Engineer and then to principal. B. Failure to Pay. If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice, then: 1. amounts due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and 2. Engineer may,'after giving seven days written notice to Owner, suspend services under any Task Order issued until Owner has paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices: If Owner disputes an invoice, either as to amount or entitlement, then Owner shall promptly advise Engineer in writing of the specific basis for doing so, may withhold only that portion so disputed, and must pay the undisputed portion subject to the terms of Paragraph 4.01. D. Sales or Use Taxes: If after the Effective Date of a Task Order any governmental entity takes a legislative action that imposes additional sales or use taxes on Engineer's services or compensation under the Task Order, then Engineer may invoice such additional sales or use taxes for reimbursement by Owner. Owner shall reimburse Engineer for the cost of such invoiced additional sales or use taxes; such reimbursement E]CDCe E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C and the speck Task Order. ARTICLE 5 — OPINIONS OF COST 5.1 Opinions of Probable Construction Cost A. Engineer's opinions (if any) of probable Construction Cost are to be made on the basis of Engineer's experience, qualifications, recent bid results for similar work, and general famillarrty with the construction industry. The same standards of performance in Section 6.01.A shall apply to the preparation of Engineer's o: inions of : robable Construction Cost. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, then Owner agrees to obtain an independent cost estimate. 5.2 Designing to Construction Cost Limit A. If a Construction Cost limit for a Specific Project is established between Owner and Engineer in a Task Order, then such Construction Cost limit and Engineer's rights and responsibilities with respect thereto will be governed by Exhibit F, "Construction Cost Limit," which shall be attached to and incorporated in the Task Order. If no Construction Cost limit is established in a Task Order, then Exhibit F does not apply. 5.3 assisting the QWReF iA tabulating the V8F*SWS eategeFies that eempi:ise Total PFejeet Costs. linginee assasee ARTICLE6— GENERAL CONSIDERATIONS 6.1 Standards of Performance A. The same degree of care, skill, and diligence shall be exercised in the performance of the Services as is ordinarily possessed and exercised by a member of the same profession, currently nracticin,:, under similar circumstances. Engineer warrants and represents that it has the cy, ability, experience available personnel, and means required to perform the services contemplated by this Agreement. Services will be performed using personnel and equipment quallfied and/or suitable to perform the work reouested by the Owner. Owner retains the right to report to Engineer any unsatisfactory, performance of Engineer personnel for appropriate corrective action. Engineer shall comply with applicable federal, state, and local laws in connection with any work. performed hereunder. No other warranty, express or implied, is included in this Agreement or in any Task Order, drawing, specification, report, opinion, or other instrument of service, in any form or media produced in connection with the Services.Ss`91#dw4 of Gore Zhe ....,..,ffd of eaFe fe , EJCDC® E-505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright C 2014 National Socety of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Owner - furnished information. C. Consultants: Engineer may retain such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures 1. Engineer and Owner shall comply with applicable Laws and Regulations. 2. Engineer shall comply with the policies, procedures, and instructions of Owner that are applicable to Engineer's performance of services under this Agreement and that Owner provides to Engineer in writing, subject to the standard of care set forth in Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional practice requirements. Each Task Order is based on Laws and Regulations and Owner - provided written policies and procedures as of the Effective Date of the Task Order. The following may be the basis for modifications to Owner's responsibilities or to Engineer's scope of services, times of performance, or compensation: changes after the Effective Date of the Task Order to Laws and Regulations; b. the receipt by Engineer after the Effective Date of the Task Order of Owner - provided written policies and procedures; C. changes after the Effective Date of the Task Order to Owner - provided policies or procedures. Engineer shall not be required to sign any document, no matter by whom requested, that would result in Engineer having to certify, guarantee, or warrant the existence of conditions whose existence Engineer cannot ascertain within its services for that Specific Project. Owner agrees not to make resolution of any dispute with Engineer or payment of any amount due to the Engineer in any way contingent upon Engineer signing any such document. G. The general conditions for any construction contract documents prepared hereunder are to be EJCDC® C- 700 "Standard General Conditions of the Construction Contract" (2013 Edition), prepared by the Engineers Joint Contract Documents Committee and as modified b, the Cit, of Schertz, unless expressly indicated otherwise in Exhibit J or in the specific Task Order. H. Engineer shall not at any time supervise, direct, control, or have authority over any Constructor's work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a Constructor to comply with Laws EJCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 and Regulations applicable to such Constructor's furnishing and performing of its work. Engineer shall not be responsible for the ads or omissions of any Constructor. I. Engineer neither guarantees the performance of any Constructor nor assumes responsibility for any Constructor's failure to furnish and perform the Work in accordance with the Construction Contract Documents. J. Engineer shall not be responsible for any decision made regarding the Construction Contract Documents, or any application, interpretation, clarification, or modification of the Construction Contract Documents, other than those made by Engineer or its Consultants. K. Engineer is not required to provide and does not have any responsibility for surety bonding or insurance - related advice, recommendations, counseling, or research, or for enforcement of construction insurance or surety bonding requirements. L. Engineer's services do not include providing legal advice or representation. M. Engineers services do not include (1) serving as a "municipal advisor" for purposes of the registration requirements of Section 975 of the Dodd -Frank Wall Street Reform and Consumer Protection Act (2010) or the municipal advisor registration rules issued by the Securities and Exchange Commission, or (2) advising Owner, or any municipal entity or other person or entity, regarding municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, or other similar matters concerning such products or issuances. N. While at a Site, Engineer, its Consultant, and their employees and representatives shall comply with the applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.2 Design Without Construction Phase Services A. For each design performed or furnished, Engineer shall be responsible only for those Construction Phase services that have been expressly required of Engineer in the authorizing Task Order. With the exception of such expressly required services, Engineer shall have no design, Shop Drawing review, or other obligations during construction; and Owner assumes all responsibility for the application and interpretation of the Construction Contract Documents, review and response to Contractor claims, Construction Contract administration, processing of Change Orders and submittals, revisions to the Construction Contract Documents during construction, construction observation and review, review of Contractor's payment applications, and all other necessary Construction Phase administrative, engineering, and professional services. Owner waives all claims against Engineer that may be in any way connected to Construction Phase administrative, engineering, or professional services except for those services that are expressly required of Engineer in the authorizing Task Order. 6.3 Use of Documents EJCDC° E -505, Agreement Between Owner and Engineerfor Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of civil Engineers. All rights reserved. Page 6 IAA. If Engineer is required to prepare or furnish Drawings or Specifications under the specific Task Order, then Engineer shall deliver to Owner at least one original printed record version of such Drawings and Specifications, signed and sealed according to applicable Laws and Regulations. CT B. Upon completion or termination of this Agreeanent, all documents nret�ared by the Professional or furnished to the Professional by the Cite shall be delivered to and become the propeny of the C� All drawings, charts, calculations.. �)lans. specifications and other data. including electronic files and raw data. nrcpared under or pursuant to this Ao.reement shall be made available, uI?on request, to the Cite without restriction or limitation on the further use of such materials PROVIDED, HOWEVER. THAT SUCH MATERIALS ARE NOT INTENDED OR REPRESENTED TO BE SUITABLE FOR REUSE BY THE CITY OR OTHERS. ANY REUSE WITHOUT PRIOR VERIFICATION OR ADAPTATION BY THE PROFESSIONAL FOR THE SPECIFIC PURPOSE INTENDED WILL BE AT THE CITY'S SOLE RISK AND WITHOUT LIABILITY TO THE PROFESSIONAL• Where applicable. Professional shall retain all pre-existing proprietitry rights in the materials provided to the Cit\ but shall ,rant to the Cite a non - exclusive. perpetual -free license to use such proprietai-v information soleb, for the purposes for which the information was provided. The Professional ma. at Professional's expense. have copies made of the documents or aqy other data furnished to the Citv under or pursuant to this A«reement. , ,RYFAeAt dUe 211 _ s . , to the aria net inteRded tar. ikanpp I,, 1 I , witheut 1 eF adaptiltiGA by ERSineer-, speeifie PUFlaese intended, will be at Qvfflee-s riele risk and W081:1t liab*'Wt 9F legal expesure te EROReef-ef to its 1 diresteFs, FneFRMFS, paFtReFS, ageRtS, OffiPiGVeeS, and QQR6UItaRt5! (3) QwReF Shall indem4ify and ! P ) 1 P 1 damages, losses, 7 fees, aFiSiRIJ 81:14 Of AP I De-eum-e-Ats I -, 9&. If Engineer at Owner's request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Specific Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. 6.4 Electronic Transmittals A. Owner and Engineer may transmit, and shall accept, Specific Project- related correspondence, Documents, text, data, drawings, information, and graphics, in electronic media or digital format, either directly, or through access to a secure Specific Project website, in accordance with a mutually agreeable protocol. B. If this Agreement or a Task Order does not establish protocols for electronic or digital transmittals, then Owner and Engineer shall jointly develop such protocols. C. When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items resulting from the E)CDC® E -505, Agreement Between Owner and Engineer for Professional Services—Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 reciplent's use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols. 6.5 Insurance A. Commencing with the Effective Date of the Agreement, Engineer shall procure and maintain insurance as set forth in Exhibit G, "Insurance." Engineer shall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Engineer that is applicable to a Specific Project. B. #eith +flsUFeds A ejeO. C.B_Owner shall require Contractors to purchase and maintain policies of insurance covering workers' compensation, general liability, motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Specific Project. Owner shall require Contractor to cause Engineer and its Consultants to be listed as additional insureds with respect to such liability insurance purchased and maintained by Contractor. D.C. 9wneF aFidEngineer shall each - deliver to the etke -Owner certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished promptly after the Effective Date of the Agreement and at renewals thereafter during the life of this Agreement. E.D_All policies of property insurance relating to a Specific Project, including but not limited to any builder's risk polity, shall allow for waiver of subrogation rights and contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insured thereunder or against Engineer or its Consultants. Owner and Engineer waive all rights against each other, Contractor, the Consultants, and the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils or causes of loss covered by any builder's risk policy and any other property insurance relating to the Specific Project. Owner and Engineer shall take appropriate measures In other Specific Project- related contracts to secure waivers of rights consistent with those set forth in this paragraph. F.E_All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at least 10 days prior written notice has been given to the primary insured. Upon receipt of such notice, the receiving party shall promptly forward a copy of the notice to the other party to this Agreement. G.F_Under the terms of any Task Order, or after commencement of performance of a Task Order, Owner may request that Engineer or its Consultants, at Owner's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner. EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Sodety of Civil Engineers. All rights reserved. Page 8 6.6 Suspension and Termination A. Suspension 1. By Owner: Owner may suspend a Task Order for up to 90 days upon seven days written notice to Engineer. 2. By Engineer: Engineer may suspend services under a Task Order (a) if Owner has failed to pay Engineer for invoiced services and expenses, as set forth in Paragraph 4.02.8, or (b) in response to the presence of Constituents of Concern at the Site, as set forth in Paragraph 6.10.A.4. 3. A suspension on a specific Task Order, whether by Owner or Engineer, shall not affect the duty of the two parties to proceed with their obligations under other Task Orders. B. Termination for Cause —Task Order. The obligation to provide further services under a specific Task Order may be terminated for cause: 1. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms of the specific Task Order or this Agreement, whose terms govern the specific Task Order, through no fault of the terminating party. 2. By Engineer: a. upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional; or b. upon seven days written notice if the Engineer's services under a Task Order are delayed or suspended for more than 90 days for reasons beyond Engineer's control, or as the result of the presence at the Site of undisclosed Constituents of Concern, as set forth in Paragraph 6.10.A.5. C. Engineer shall have no liability to Owner on account of such termination. d. Notwithstanding the foregoing, neither this Agreement nor the Task Order will terminate under Paragraph 6.06.8.1 if the parry receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. C. Termination for Cause— Agreement. In the case of a default by Owner in its obligation to pay Engineer for its services under more than one specific Task Order, Engineer may request immediate payment of all amounts invoiced on other Task Orders, and may invoice Owner for continued services on such Task Orders on a two -week billing cycle, with payment due within one week of an invoice. If Owner fails to make such payments, then upon seven days notice Engineer may terminate this Agreement, including Engineer's services under all Task Orders. EJCDCa E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of civil Engineers. All rights reserved. Page 9 D. Termination for Convenience by Owner. Owner may terminate a Task Order. or this Agreement for Owner's convenience, effective upon Engineer's receipt of notice from Owner. E. Effective Date of Termination: The terminating party under Paragraphs 6.06.13, C, and D may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Task Order materials in orderly files. F. Payments Upon Termination: 1. In the event of any termination under Paragraph 6.06, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with the specific Task Order and this Agreement, and for all expenses incurred through the effective date of termination, to the extent that the specific Task Order (or Task Orders) allows reimbursement for such expenses. Upon making such payment, Owner shall have the limited right to, the use of Documents, at Owners sole risk, subject to the provisions of Paragraph 6.03, 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.06.F.1, to invoice Owner and receive payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineers Consultants, and other related close -out costs, using the basis of compensation for Additional Services, as indicated in the specific Task Order. 6.7 Controlling Law A. This Agreement is to be governed by the Laws and Regulations of the state — State of Texas in whir-h the 6.8 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.08.8 the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, money that is due or may become due) in this Agreement without the written consent of the other parry, except to the extent that any assignment, subletting, or transfer is mandated or 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. C. Unless expressly provided otherwise in this Agreement: EJCDC$ E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Constructor, other third -party individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 3. The Owner agrees that the substance of the provisions of this Paragraph 6.08.0 shall appear in any Construction Contract Documents prepared for any Specific Project under this Agreement. 6.9 Dispute Resolution A. Owner and Engineer agree to negotiate .all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights at law. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.09.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights at law. 6.10 Environmental Condition of Site A. With respect to each specific Task Order, Specific Project, and Site (unless indicated otherwise in a specific Task Order): 1. Owner represents to Engineer that as of the Effective Date of the Task Order, to the best of Owners knowledge no Constituents of Concern, other than those disclosed in writing to Engineer, exist at or adjacent to the Site. 2. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (a) Owner and (b) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. 3. It is acknowledged by both parties that Engineers scope of services does not include any services related to unknown or undisclosed Constituents of Concern. If Engineer or any other party encounters, uncovers, or reveals an undisclosed Constituent of Concern, then Owner shall promptly determine whether to retain a qualified expert to evaluate such condition or take any necessary corrective action. 4. If investigative or remedial action, or other professional services, are necessary with respect to undisclosed Constituents of Concern, or if investigative or remedial action beyond that reasonably contemplated is needed to address a disclosed or known Constituent of Concern, then Engineer may, at its option and without liability for consequential or any other damages, immediately suspend performance of services on the portion of the Specific Project affected thereby until such portion of the Specific Project is no longer affected. 5. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineers services under the specific Task Order, then the Engineer shall have the option of (a) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (b) terminating the specific Task Order for cause on seven days notice. EJCDC° E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 6. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an 'owner," "arranger," "operator," "generator," or "transporter" of hazardous substances, as dei=gned in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's activities under a specific Task Order or this Agreement. 6.11 Indemnification and Mutual Waiver Professional a,rees to indemnity and hold the Citv of Schertz. Texas and all of its present, future and former a;,ents, em lovees. officials and r resentatives harmless in their official individual and rel,gesentative capacities from any and all claims, demands causes of action. judlmi;enm liens and expenses (including attomev's fees, whether contractual or statuton,). costs and damages (whether common law or statutory). costs and damLges I whether common law or statutorv. and whether actual, punitive, conserguential or incidentals of anvr conceivable character, for injuries to persons (including death) or to I?roperi (both real and personal) created by. arising from or in and r manner relating to the services or goods performed or Provided by Professional — expressly including those arising through strict liabilit or under the constitutions of the United States or Texas — BUT ONLY TO THE EXTENT ALLOWABLE BY SEC. 271.9041 a) OF THE TEXAS LOCAL GOVERNMENT CODE AS APPLICABLE./ndemniJr a ierby &grnee;: Te the — hil;est —axtam jwd@Fnents (ineludiAg F e a s e n a e e e- mr tant-s' _RRd a#er-Reys' fees and expenses) arising fFem third paFty tA Rr. dP%*R-F*88Ref tangible pFepeFty (other than thp Ufar-!� "ReludiRgthe less of use FeSUIVRg , • WIM .... - - .... - MIM . M MP - -- WIN ._ ._ 17:1 111 1 1: 111111 - --- - EJCDCe E -505, Agreement Between Owner and Engineer for Professional services —Task order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 p-A— , causes. 6.12 Records Retention A. Engineer shall maintain on file in legible form, for a period of five years following completion or termination of its services under each Task Order, all Documents, records (including cost records), and design calculations related to Engineer's services or pertinent to Engineer's performance under the Task Order. Upon Owner's request, Engineer shall provide a copy of any such item to Owner at cost. 6.13 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver: A party's non - enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by Laws and Regulations, all causes of action arising under a Specific Project shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion of such Specific Project. F. Applicability to Task Orders: The terms and conditions set forth in this Agreement apply to each Task Order as if set forth in the Task Order, unless specifically modified. In the event of conflicts between this Agreement and a Task Order, the conflicting provisions of the Task Order shall take precedence for that Task Order. The provisions of this Agreement shall be modified only by a written instrument. Such amendments shall be applicable to all Task Orders issued after the effective date of the amendment if not otherwise set forth in the amendment. G. Non - Exclusive Agreement: Nothing herein shall establish an exclusive relationship between Owner and Engineer. Owner may enter into similar agreements with other professionals for the same or different types of services contemplated hereunder, and Engineer may enter into similar or different agreements with other project owners for the same or different services contemplated hereunder. EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 ARTICLE 7 — DEFINITIONS 7.1 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto and any Task Order) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits or Task Order, or in the following definitions: 1. Addenda— Written or graphic instruments issued prior to the opening of bids which clarify, correct, or change the bidding requirements or the proposed Construction Contract Documents. 2. Additional Services — Services to be performed for or furnished to Owner by Engineer in accordance with a Task Order, but which are not included in Basic Services for that Task Order. 3. Agreement—This written contract for professional services between Owner and Engineer, including all exhibits identified in Article 8. 4. Application for Payment —The form acceptable to Engineer which is to be used by a Contractor in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Construction Contract. 5. Basic Services —The services to be performed for or furnished to Owner by Engineer in accordance with a specific Task Order, as specified in the Task Order (but not including Additional Services performed or furnished pursuant to an amendment to the specific Task Order). 6. Change Order —A document which is signed by a Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Construction Contract Price or the Construction Contract Times, or other revision to the Construction Contract, issued on or after the effective date of the Construction Contract. 7. Change Proposal —A written request by a Contractor, duly submitted in compliance with the procedural requirements set forth in the Construction Contract, seeking an adjustment in Construction Contract Price or Construction Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Construction Contract Documents or the acceptability of Work under the Construction Contract Documents; challenging a set -off against payments due; or seeking other relief with respect to the terms of the Construction Contract. 8. Constituent of Concern — Asbestos, petroleum, radioactive material, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § §9601 et seq. ( "CERCLA" ); (b) the Hazardous Materials Transportation Act, 49 U.S.C. § §5101 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. § §6901 et seq. ( "RCRA "); (d) the Toxic Substances Control Act, 15 U.S.C. § §2601 et seq.; (e) the Clean Water Act, 33 U.S.C. § §1251 et seq.; (f) the Clean Air Act, 42 U.S.C. 07401 et seq.; or (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 9. Construction Contract—The entire and integrated written contract between Owner and Contractor concerning the Work. EJCDC ®E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Sodetyof Professional Engineers, American Coundl of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 10. Construction Contract Documents Those items designated as "Contract Documents" in the Construction Contract, and which together comprise the Construction Contract. 11. Construction Contract Price —The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Construction Contract Documents. 12. Construction Contract Times —The numbers of days or the dates by which a Contractor shall: (a) achieve milestones, if any, in the Construction Contract; (b) achieve Substantial Completion, and (c) complete the Work. 13. Construction Cost —The cost to Owner of the construction of those portions of an entire Specific Project designed or specified by or for Engineer under this Agreement and the specific Task Order, including construction labor, services, materials, equipment, insurance, and bonding costs, and allowances for contingencies. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights -of -way, or compensation for damage to property; Owner's costs for legal, accounting, insurance counseling, or auditing services; interest or financing charges incurred in connection with a Specific Project; or the cost of other services to be provided by others to Owner. Construction Cost is one of the items comprising Total Project Costs. 14. Constructor —Any person or entity (not including the Engineer, its employees, agents, representatives, and Consultants), performing or supporting construction activities relating to the Specific Project, including but not limited to Contractors, Subcontractors, Suppliers, Owner's work forces, utility companies, other contractors, construction managers, testing firms, shippers, and truckers, and their employees, agents, and representatives. 15. Consultants — Individuals or entities having a contract with Engineer to furnish services with respect to a Specific Project as Engineer's independent professional associates, consultants, subcontractors, or vendors. 16. Contractor —The entity or individual with which Owner enters into a Construction Contract. 17. Documents —Data, reports, Drawings, Specifications, Record Drawings, building information models, civil integrated management models, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. 18. Drawings That part of the Construction Contract Documents that graphically shows the scope, extent, and character of the Work to be performed by a Contractor. 19. Effective Date of the Agreement —The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 20. Effective Date of the Task Order —The date indicated in the Task Order on which it becomes effective, but if no such date is indicated, it means the date on which the Task Order is signed and delivered by the last of the two parties to sign and deliver. 21. Engineer —The individual or entity named as such in this Agreement. EJCDC• E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright @ 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 22. Field Order —A written order issued by Engineer which requires minor changes in the Work but does not change the Construction Contract Price or the Construction Contract Times. 23. Laws and Regulations; taws or Regulations —Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 24. Owner —The individual or entity with which Engineer has entered into this Agreement and for which Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning Specific Projects. 25. Record Drawings— Drawings depicting the completed Specific Project, or a specific portion of the completed Specific Project, prepared by Engineer as an Additional Service and based solely on Contractor's record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractorto show changes made during construction. 26. Resident Project Representative —The authorized representative, if any, of Engineer assigned to assist Engineer at the Site of a Specific Project during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of the RPR. The duties and responsibilities of the RPR will be as set forth in each Task Order. 27. Samples— Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will bejudged. 28. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for a Contractor and submitted by a Contractor to Engineer to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Construction Contract Documents. 29. Site —Lands or areas indicated in the Construction Contract Documents for a Specific Project as being furnished by Owner upon which the Work is to be performed, including rights -of -way and easements, and such other lands furnished by Owner which are designated for use of a Contractor. 30. Specifications —The part of the Construction Contract Documents that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 31. Specific Project —The total specific undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the services to be performed or furnished by Engineer under a speck Task Order are a part. 32. Subcontractor —An individual or entity having a direct contract with a Contractor or with any other Subcontractor for the performance of a part of the Work. 33. Substantial Completion —The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently EICDC° E -505, Agreement Between Owner and Engineer for Professional Services —Task order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 complete, in accordance with the Construction Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 34. Supplier —A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with a Contractor. or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor. 35. Task Order —A document executed by Owner and Engineer, including amendments if any, stating the scope of services, Engineer's compensation, times for performance of services and other relevant information for a Specific Project. 36. Total Project Costs The total cost of planning, studying, designing, constructing, testing, commissioning, and start-up of the Specific Project, including Construction Cost and all other Specific Project labor, services, materials, equipment, insurance, and bonding costs, allowances for contingencies, the total costs of services of Engineer or other design professionals and consultants, cost of land, rights -of -way, or compensation for damages to properties, or Owner's costs for legal, accounting, insurance counseling, and auditing services, interest and financing charges incurred in connection with the Specific Project, and the cost of other services to be provided by others to Owner. 37. Work —The entire construction or the various separately identifiable parts thereof required to be provided under the Construction Contract Documents for a Specific Project. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start -up, and commissioning; all as required by such Construction Contract Documents. 38. Work Change Directive —A written directive to a Contractor issued on or after the effective date of the Construction Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work. B. Day: The word "day" means a calendar day of 24 hours measured from midnight to the next midnight. ARTICLE 8 — EXHIBITS AND SPECIAL PROVISIONS 8.1 Suggested Form of Task Order A. The Suggested Form of Task Order is attached as Attachment 1, and shall be used as the basis for preparing a specific Task Order for each Specific Project under this Agreement. 8.2 Exhibits Included. A. Exhibit A, Engineer's Services for Task Order. Services, tasks, and terms in Exhibit A as included with this Agreement are for reference in preparing the scope of services for specific Task Orders, and are contractually binding only to the extent expressly incorporated in a specific Task Order B. Exhibit B, Owner's Responsibilities. This Exhibit applies to all Task Orders. EJCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Crvil Engineers. All rights reserved. Page 17 C. Exhibit C, Payments to Engineer for Services and Reimbursable Expenses. The terms of Exhibit C that will be applicable to and govern compensation under a specific Task Order will be determined by the selection of compensation methods made in Paragraph 6, "Payments to Engineer," of the specific Task Order. D. Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative. This Exhibit is not contractually binding except when expressly incorporated in a specific Task Order. E. Exhibit E, Notice of Acceptability of Work. Engineer shall use this Notice of Acceptability of Work form at the conclusion of construction on a Specific Project if (1) the form is expressly incorporated by reference in a specific Task Order, and Engineer's scope of services in the specific Task Order includes providing such a notice to Owner and Contractor, and (2) the Work is in fact acceptable pursuant to applicable requirements, subject to the terms of the notice. F Exhibit F, Construction Cost Limit. This Exhibit is contractually binding only with respect to those specific Task Orders that (1) expressly incorporate Exhibit F by reference in the Task Order, Paragraph 2, "Services of Engineer," and (2) expressly state a specific Construction Cost Limit and contingency for the Specific Project in Paragraph 2, "Services of Engineer," of the specific Task Order. G. Exhibit G, Insurance. This Exhibit is applicable to all Task Orders. H.E*hib.:+ H Disp.. +.. R..r..1..+ An This Emhii L.:+ Is ..I:,.. ble +....11 Task QFdern �e L..1.:4.:+ I 1 :.w.:+a+:....s of Liability This Exhibit Is .,I:.... L.L. +....11 T..,.4 I'7.deFs ap J:H_Exhibit J, Special Provisions. This Exhibit is applicable to all Task Orders. #61. Exhibit K, Amendment to Task Order. Owner and Engineer may use this form during a Specific Project to modify the specific Task Order. 8.3 Total Agreement A. This Agreement (together with the Exhibits included above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a written instrument duly executed by both parties. B. An executed Task Order under this Agreement (including any incorporated exhibits or attachments) constitutes the entire agreement between Owner and Engineer with respect to the Specific Project, and supersedes all prior written or oral understandings. Such a Task Order may only be amended, supplemented, modified, or canceled by a written instrument duly executed by both parties. Amendments to such a Task Order should be based whenever possible on the format of Exhibit K to this Agreement. 8.4 Designated Representatives A. With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer's and Owner's representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to this Agreement on behalf of the respective party that the individual represents. Each Task Order shall likewise designate representatives of the two parties with respect to that Task Order. E)CDC® E -505, Agreement Between Owner and Engineerfor Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 8.5 Engineer's Certifications A. Engineer certifies that it has not engaged In corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.05: 1. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection, process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. copyright 9) 2014 National Sodety of Professional Engineers, American council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on Page 1. OWNER• By: 4�'- Print Name: Dr. IVlark Browne Title: City Manager Date Signed: Date Signed: 11111)Z&1 _ Address for Owners receipt of notices: 1400 Schertz Parkway Schertz, Texas 78154 DESIGNATED REPRESENTATIVE (Paragraph 8.04): Kathryn Woodlee Title: City Engineer Phone Number: 210 - 619 -1823 E -Mail Address: kwoodlee@schertz.com ENGINEER: By: Print Name: Mark B. Hill Title: President Date Signed: 10/4/2019 Engineer License or Firm's Certificate No. (if required): State of : Texas PE #94904 TBPE# F -1162 Date Signed: 10/412019 Address for Engineer's receipt of notices: 10927 Wye Dr. Suite 104 San Antonio. Texas 78217 DESIGNATED REPRESENTATIVE (Paragraph 8.04): Mark B. Hill Title: President Phone Number: E -Mail Address: mark@fordengineering.com EJCDC° E-505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American society of Civil Engineers. All rights reserved. Page 20 Task Order SUGGESTED FORM OF TASK ORDER This is Task Order No. consisting of pages. [NOTE TO USER: Modify as to scope, compensation, schedule, and other key items.] In accordance with Paragraph 1.01 of the Agreement Between Owner and Engineer for Professional Services — Task Order Edition, dated J J ( "Agreement "), Owner and Engineer agree as follows: 1. Background Data a. Effective Date of Task Order: b. Owner: C. Engineer: d. Specific Project (title): e. Specific Project (description): 2. Services of Engineer A. The specific services to be provided or furnished by Engineer under this Task Order are: [Select one of the following three options and delete the other two.] ❑ set forth in Part 1 —Basic Services of Exhibit A, "Engineer's Services for Task Order," modified for this specific Task Order, and attached to and incorporated as part of this Task Order. [or] ❑ as follows: I[ J [Note. Insert scope of services here, or incorporate by reference a scope of services set out in a separate document such as a letter or proposal.] [or] ❑ the services (and related terms and conditions) set forth in the following sections of Exhibit A, as attached to the Agreement referred to above, such sections being hereby incorporated by reference: [Note: If this option is selected, include only those sections below that are part of Basic Services for the specific Task Order, and delete those sections below that do not apply.] ■ Study and Report Services (Exhibit A, Paragraph A1.01) ■ Preliminary Design Phase (Exhibit A, Paragraph A1.02) Task Order Form EJCDV E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. Ail rights reserved. Page I ■ Final Design Phase (Exhibit A, Paragraph A1.03) ■ Bidding or Negotiating Services (Exhibit A, Paragraph A1.04) ■ Construction Phase Services (Exhibit A, Paragraph A1.05) • including Resident Project Representative (RPR) services (A1.05.A.2) • !or] [not including Resident Project Representative (RPR) services (A1.05.A.2)] ■ Post - Construction Phase Services (Exhibit A, Paragraph A1.06) ■ Commissioning Services (Exhibit A, Paragraph A1.07) B. Resident Project Representative (RPR) Services If the scope of services established in Paragraph 2.A above includes RPR services, then Exhibit D of the Agreement is expressly incorporated in this Task Order by reference. (1. if RPR services are not in the scope of this Task Order, do not include any references to RPR services in Exhibit A (Paragraph AI.05.A.2) for this Task Order (or state "Does not apply" or similar), or in any other scope of services text or document 2. if appropriate, modify Exhibit D for this specific Task Order, and attach it, rather than incorporating the Exhibit D that is included with the Agreement.] C. Designing to a Construction Cost Limit [if the design under this Task Order will be governed by a Construction Cost limit, then include the following clause, with blanks filled in, and thereby incorporate Exhibit F; if not, then delete the clause or indicate "Does not apply" orsimilarf] Under this Task Order Engineer will design to a Construction Cost Limit, subject to the terms of Paragraph 5.02 of the Agreement and of Exhibit F to the Agreement. Exhibit F is expressly incorporated by reference. The Construction Cost Limit is $ . The bidding or negotiating contingency to be added to the Construction Cost Limit is percent. D. Other Services Engineer shall also provide the following services: (Summarize or provide a brief description of other services (if any) that are to be provided by Engineer as Basic Services, but have not been addressed in Paragraphs 2.A through 2.C. If applicable, categorize such other services by phases, such as other Study and Report Phase Services, other Preliminary Design Phase Services, and so on. if all Basic Services have been covered in Paragraphs 2.A though 2.C, then indicate "None" here in ZD, or delete 2.D In Its entirety.] Task Order Form EJCDC® E- 50S, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 E. All of the services included above comprise Basic Services for purposes of Engineer's compensation under this Task Order. 3. Additional Services A. Additional Services that may be authorized or necessary underthis Task Order are: [Select one of the following three options and delete the other two.] ❑ set forth as Additional Services in Part 2— Additional Services, of Exhibit A, "Engineer's Services for Task Order," modified for this specific Task Order, and attached to and incorporated as part of this Task Order. for] ❑ as follows :.[ ] [Note: Insert list of Additional Services here, or incorporate by reference a list of Additional Services set out in a separate document indicate whether advance authorization is needed, and include other governing terms and conditions.] for] ❑ those services (and related terms and conditions) set forth in Paragraph A2.01 of Exhibit A, as attached to the Agreement referred to above, such paragraph being hereby Incorporated by reference. 4. Owner's Responsibilities Owner shall have those responsibilities set forth in Article 2 of the Agreement and in Exhibit B, subject to the following: [State any additions or modifications to Exhibit B for this Specific Project here.] S. Task Order Schedule In addition to any schedule provisions provided in Exhibit A or elsewhere, the parties shall meet the following schedule: [Revise and amend for each specific Task Order.] Partv Action Schedule Engineer Furnish [ ] review copies of the Report and Within [ other Study and Report Phase deliverables Task Order. to Owner. ] days of the Effective Date of the Owner Submit comments regarding Report and Within [ ] days of the receipt of Report and other Study and Report Phase deliverables other Study and Report Phase deliverables to Engineer. from Engineer. Engineer Furnish [ ] copies of the revised Report and other Study and Report Phase deliverables to Owner. Within [ ] days of the receipt of Owner's comments regarding the Report and other Study and Report Phase deliverables. Engineer Furnish [ ] review copies of the Within [ ] days of Owner's authorization to Preliminary Design Phase documents, proceed with Preliminary Design Phase Task Order Form EJCOC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 opinion of probable Construction Cost, and other Preliminary Design Phase deliverables to Owner. Owner Submit comments regarding Preliminary Design Phase documents, opinion of probable Construction Cost, and other Preliminary Design Phase deliverables to Engineer. Engineer Furnish [ ] copies of the revised Preliminary Design Phase documents, opinion of probable Construction Cost, and other Preliminary Design Phase deliverables to Owner. Engineer Owner Engineer Furnish[ ] copies of the final Drawings and Specifications, assembled drafts of other Construction Contract Documents, the draft bidding - related documents (or requests for proposals or other construction procurement documents), and any other Final Design Phase deliverables, to Owner. Submit comments and instructions regarding the final Drawings and Specifications, assembled drafts of other Construction Contract Documents, the draft bidding - related documents (or requests for proposals or other construction procurement documents), and any other Final Design Phase deliverables, to Engineer. Furnish [ ] copies of the revised final Drawings and Specifications, assembled Construction Contract Documents, bidding - related documents (or requests for proposals or other construction procurement documents), and any other Final Design Phase deliverables, to Owner. 6. Payments to Engineer services. Within [ ] days of the receipt of Preliminary Design Phase documents, opinion of probable Construction Cost, and other Preliminary Design Phase deliverables from Engineer. Within [ ] days of the receipt of Owner's comments regarding the Preliminary Design Phase documents, opinion of probable Construction Cost, and other Preliminary Design Phase deliverables. Within [ ] days of Owner's authorization to proceed with Final Design Phase services. Within [ ] days of the receipt of the final Drawings and Specifications, assembled drafts of other Construction Contract Documents, the draft bidding - related documents (or requests for proposals or other construction procurement documents), and any other Final Design Phase deliverables from Engineer. Within [ ] days of the receipt of Owner's comments and instructions regarding the final Drawings and Specifications, assembled drafts of other Construction Contract Documents, the draft bidding - related documents (or requests for proposals or other construction procurement documents), and any other Final Design Phase deliverables A. Owner shall pay Engineer for services rendered under this Task Order as follows: [Notes: 2. Delete line items that do not apply to this Task Order. 2. For each line item indicate either 'Lump Sum,' "Direct Labor," or "Hourly Rates" as the Basis of Compensation. 3. Cross - references are to Exhibit A. Revise if necessary, or Task Order Form EJCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright 9) 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 delete cross - references if Exhibit A is not used to establish the scope of services under this Task Order.] Description of Service 1. Basic Services (Part 1 of Exhibit A) a. Study and Report Phase (A1.01) b. Preliminary and Final Design Phase (A1.02, _ A1.03) c. Bidding or Negotiating Phase (A1.04) Amount Basis of Compensation $( ] [ ] $[ ] [ ] d. Construction Phase (A1.05)* e. Resident Project Representative Services* (A1.05.A.2). $( ] [ ] f. Post - Construction Phase (A1.06) $[ ] [ ] g. Commissioning Phase (A1.07) $[ ] [ ] h. Other Services (see A1.08, and 2.1) above) $[ TOTAL COMPENSATION (lines 1.a -h) $[ ] 2. Additional Services (Part 2 of Exhibit A) (N /A) [ ] [Many of the line items under Line 1, Basic Services, will frequently be governed by a single Basis of Compensation; however, it is not unusual to have some variation among the services so the table allows the user to establish different bases of compensation for the various Basic Compensation phases (1.a- 14.] *Based on a ] -month continuous construction period. Compensation items and totals based in whole or in part on Hourly Rates or Direct Labor are estimates only. Lump sum amounts and estimated totals included in the breakdown by phases incorporate Engineer's labor, overhead, profit, reimbursable expenses (if any), and Consultants' charges, if any. For lump sum items, Engineer may alter the distribution of compensation between individual phases (line items) to be consistent with services actually rendered, but shall not exceed the total lump sum compensation amount unless approved in writing by the Owner. B. The terms of payment are set forth in Article 4 of the Agreement and in the applicable governing provisions of Exhibit C. 7. Consultants retained as of the Effective Date of the Task Order: 8. Other Modifications to Agreement and Exhibits: [Supplement or modify Agreement and Exhibits, if appropriate.] 9. Attachments: Task Order Form EJCDC® E -505, Agreement Between owner and Engineerfor Professional Services —Task Order Edition. Copyright Q 2014 National Society of professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 10. Other Documents Incorporated by Reference: 11. Terms and Conditions Execution of this Task Order by Owner and Engineer shall make it subject to the terms and conditions of the Agreement (as modified above), which Agreement is incorporated by this reference. Engineer is authorized to begin performance upon its receipt of a copy of this Task Order signed by Owner. The Effective Date of this Task Order is lt ]. OWNER: ENGINEER: By: By: Print Name: Print Name: Title: DESIGNATED REPRESENTATIVE FOR TASK ORDER: Name: Title: Address: E -Mail Address: Phone: Title: Engineer License or Firm's Certificate No. (if required): State of: DESIGNATED REPRESENTATIVE FOR TASK ORDER: Name: Title: Address: E -Mail Address: Phone: Task Order Form EJCDC® E -505, Agreement Between Owner and Engineerfor Professional services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 This is EXHIBIT A, consisting off ] pages, referred to in and part of the Task Order dated ]. Engineer's Services for Task Order [Introductory Note to User. The following text as published describes a variety of services that may be included, in whole or in part, in a specific Task Order issued under the Agreement Until this exhibit is customized for inclusion in a specific Task Order, or some or all of the exhibit is incorporated in a specifrt Task Order by reference, it has no legal or contractual effect Not all possible services are included in this exhibit. The user should revise and supplement the descriptions of services provided here for purposes of drafting the scope of Engineer's Services for each specific Task Order. The scope of services will typically include a list of potential Additional Services (see Paragraph A2.01) that may be needed as the Specific Project progresses. The user may choose to categorize some items shown here as Additional Services as Basic Services, or move some tasks listed in the Basic Services categories (Paragraphs A1.01 through A1.08) into Additional Services. Note that for the Additional Services in A2.01.A, Engineer is not authorized to perform and receive compensation for an Additional Service unless authorized by Owner to do so under a written amendment.] PART 1 —BASIC SERVICES A1.01 Study and Report Phase Services A. As Basic Services, Engineer shall: 1. Consult with Owner to define and clarify Owner's requirements for the Speck Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations, and identify available data, information, reports, facilities plans, and site evaluations. a. If Owner has already identified one or more potential solutions to meet its Specific Project requirements, then proceed with the study and evaluation of such potential solutions: [List the specific potential solutions here.] b. If Owner has not identified specific potential solutions for study and evaluation, then assist Owner in determining whether Owner's requirements, and available data, reports, plans, and evaluations, point to a single potential solution for Engineer's study and evaluation, or are such that it will be necessary for Engineer to identify, study, and evaluate multiple potential solutions. c. If it is necessary for Engineer to identify, study, and evaluate multiple potential solutions, then identify three alternative solutions potentially available to Owner, unless Owner and Engineer mutually agree that some other specific number of alternatives should be identified, studied, and evaluated. Exhibit A— Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Cavil Engineers. All rights reserved. Page 1 2. Identify potential solution(s) to meet Owner's Specific Project requirements, as needed. 3. Study and evaluate the potential solution(s) to meet Owner's Specific Project requirements. 4. Visit the Site, or potential Specific Project sites, to review existing conditions and facilities, unless such visits are not necessary or applicable to meeting the objectives of the Study and Report Phase. 5. Advise Owner of any need for Owner to obtain, furnish, or otherwise make available to Engineer additional Specific Project - related data and information, for Engineer's use in the study and evaluation of potential solution(s) to Owner's Specific Project requirements, and preparation of a related report. . 6. After consultation with Owner, recommend to Owner the solution(s) which in Engineer's judgment meet Owner's requirements for the Specific Project. 7. Identify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Specific Project to be designed or specified by Engineer, including but not limited to mitigating measures identified in an environmental assessment for the Specific Project. 8. Prepare a report (the "Report") which will, as appropriate, contain schematic layouts, sketches, and conceptual design criteria with appropriate exhibits to indicate the agreed -to requirements, considerations involved, and Engineer's recommended solution(s). For each recommended solution Engineer will provide the following, which will be separately itemized: opinion of probable Construction Cost; proposed allowances for contingencies; the estimated total costs of design, professional, and related services to be provided by Engineer and its Consultants; and, on the basis of information furnished by Owner, a tabulation of other items and services included within the definition of Total Project Costs. 9. Advise Owner of any need for Owner to provide data or services of the types described in Exhibit B, for use in Project design, or In preparation for Contractor selection and construction. 10. When mutually agreed, assist Owner in evaluating the possible use of building information modeling; civil integrated management; geotechnical baselining of subsurface site conditions; innovative design, contracting, or procurement strategies; or other strategies, technologies, or techniques for assisting in the design, construction, and operation of Owner's facilities. The subject matter of this paragraph shall be referred to in Exhibit A and B as "Specific Project Strategies, Technologies, and Techniques." 11. If requested to do so by Owner, assist Owner in identifying opportunities for enhancing the sustainability of the Specific Project, and pursuant to Owner's instructions plan for the inclusion of sustainable features in the design. 12. Use ASCE 38, "Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data" as a means to advise the Owner on a recommended scope of work and procedure for the identification and mapping of existing utilities. Exhibit A —Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of CMI Engineers. All rights reserved. Page 2 13. Develop a scope of work and survey limits for any topographic and other surveys necessary for design. 14. Pursuant to the Task Order schedule, furnish the required number of review copies of the Report and any other Study and Report Phase deliverables to Owner, and review it with Owner. Owner shall submit to Engineer any comments regarding the furnished items within the time established in the Task Order schedule. 15. Pursuant to the Task Order schedule, revise the Report and any other Study and Report Phase deliverables in response to Owner's comments, as appropriate, and furnish the required number of copies of the revised Report and any other Study and Report Phase deliverables to the Owner. B. Engineer's services under the Study and Report Phase will be considered complete on the date when Engineer has delivered to Owner the revised Report and any other Study and Report Phase deliverables. A1.02 Preliminary Design Phase A. As Basic Services, Engineer shall: 1. Prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications, and written descriptions of the Specific Project. 2. In preparing the Preliminary Design Phase documents, use any specific applicable Specific Project Strategies, Technologies, and Techniques authorized by Owner during or following the Study and Report Phase, and include sustainable features, as appropriate, pursuant to Owner's instructions. Provide necessary field surveys and topographic and utility mapping for Engineer's design purposes. Comply with the scope of work and procedure for the identification and mapping of existing utilities selected and authorized by Owner pursuant to advice from Engineer based on ASCE 38, "Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data," as set forth in Paragraph A1.01.A.12 above. If no such scope of work and procedure for utility mapping has been selected and authorized, then at a minimum the utility mapping will include Engineer contacting utility owners and obtaining available information. 4. Visit the Site as needed to prepare the Preliminary Design Phase documents. 5. Advise Owner if additional reports, data, information, or services of the types described in Exhibit B are necessary and assist Owner in obtaining such reports, data, Information, or services. 6. Continue to assist Owner with Specific Project Strategies, Technologies, and Techniques that Owner has chosen to implement. 7. Based on the information contained In the Preliminary Design Phase documents, prepare a revised opinion of probable Construction Cost, and assist Owner in tabulating the various cost categories which comprise Total Project Costs. Exhibit A— Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 8. Obtain aOwner's instructions regarding Owner's procurement of construction services (including iRStIF EAGAS FegaFding advertise ents far. bedrl, instructions to bidders, and requests for proposals, as applicable), Owner's construction contract practices and requirements, insurance and bonding requirements, electronic transmittals during construction, and other information necessary for the finalization of Owner's bidding - related documents (or requests for proposals or other construction procurement documents), and Construction Contract Documents. Also obtain RRd review- copies of Owner's design and construction standards, Owners standard forms, geReral modified EJCDC® C -700, Standard General Conditions of the Construction Contract, 201 Milan), supplementary conditions, text, and related documents or content for Engineer to include in the draft bidding- related documents (or requests for proposals or other construction procurement documents), and in the draft Construction Contract Documents, when applicable. 9. Pursuant to the Task Order schedule, furnish the required number of review copies of the Preliminary Design Phase documents, opinion of probable Construction Cost, and any other Preliminary Design Phase deliverables to Owner, and review them with Owner. Within the time established in the Task Order schedule, Owner shall submit to Engineer any comments regarding the furnished items. 10. Pursuant to the Task Order schedule, revise the Preliminary Design Phase documents, opinion of probable Construction Cost, and any other Preliminary Design Phase deliverables in response to Owners comments, as appropriate, and furnish to Owner the required number of copies of the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other Preliminary Design Phase deliverables. B. Engineers services under the Preliminary Design Phase will be considered complete on the date when Engineer has delivered to Owner the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other Preliminary Design Phase deliverables. A1.03 Final Design Phase A. As Basic Services, Engineer shall: 1. Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. 2. Visit the Site as needed to assist in preparing the final Drawings and Specifications. 3. Provide technical criteria, written descriptions, and design data for Owners use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design; assist Owner in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities, as appropriate. 4. Advise Owner of any recommended adjustments to the opinion of probable Construction Cost. Exhibit A— Engineer's Services EICDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 5. After consultation with Owner, include in the Construction Contract Documents any specific protocols for the transmittal of Project - related correspondence, documents, text, data, drawings, information, and graphics, in electronic media or digital format, either directly, or through access to a secure Project website. Any such protocols shall be applicable to transmittals between and among Owner, Engineer, and Contractor during the Construction Phase and Post - Construction Phase, and unless agreed otherwise shall supersede any conflicting protocols previously established for transmittals between Ownerand Engineer. 6. Assist Owner in assembling known reports and drawings of Site conditions, and in identifying the technical data contained in such reports and drawings upon which bidders or other prospective contractors may rely. 7. In addition to .preparing the final Drawings and Specifications, assemble drafts of other Construction Contract Documents based on specific instructions and contract forms, text, or content received from Owner. 8. Prepare or assemble draft bidding - related documents (or requests for proposals or other construction procurement documents), based on the specific bidding or procurement- related instructions and forms, text, or content received from Owner. 9. Pursuant to the Task Order schedule, furnish for review by Owner, its legal counsel, and other advisors, the required number of copies of the final Drawings and Specifications, assembled drafts of other Construction Contract Documents, the draft bidding-related documents (or requests for proposals or other construction procurement documents), and any other Final Design Phase deliverables, and review them with Owner. Within the time required by the Task Order schedule, Owner shall submit to Engineer any comments regarding the furnished items, and any instructions for revisions. 10. Pursuant. to the Task Order schedule, revise the final Drawings and Specifications, assembled drafts of other Construction Contract Documents, the draft bidding- related documents (or requests for proposals or other construction procurement documents), and any other Final Design Phase deliverables in accordance with comments and instructions from the Owner, as appropriate, and submit the required number of final copies of such documents to Owner after receipt of Owner's comments and instructions. B. Engineer's services under the Final Design Phase will be considered complete on the date when Engineer has delivered to Owner the final Drawings and Specifications, other assembled Construction Contract Documents, bidding - related documents (or requests for proposals or other construction procurement documents), and any other Final Design Phase deliverables. C. The number of prime contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established under this Task Order is one. If more prime contracts are awarded, Engineer shall be entitled to an equitable increase in its compensation underthis Task Order. A1.04 Bidding or Negotiating Phase A. As Basic Services, Engineer shall: Exhibit A — Engineer's Services FJCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Socety of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 1. Assist Owner in advertising for and obtaining bids or proposals for the Work, assist Owner in issuing assembled design, contract, and bidding - related documents (or requests for proposals or other construction procurement documents) to prospective contractors, and, where applicable, maintain a record of prospective contractors to which documents have been issued, attend pre - bid conferences, if any, and receive and process contractor deposits or charges for the issued documents. 2. Prepare and issue Addenda as appropriate to clarify, correct, or change the issued documents. 3. Provide information or assistance needed by Owner in the course of any review of proposals or negotiations with prospective contractors. 4. Consult with Owner as to the qualifications of prospective contractors. 5. Consult with Owner as to the qualifications of Subcontractors, suppliers, and other individuals and entities proposed by prospective contractors, for those portions of the Work as to which review of qualifications is required by the issued documents. 6. If the issued documents require, the Engineer shall evaluate and determine the acceptability of "or equals" and substitute materials and equipment proposed by prospective contractors , provided that such proposals are allowed by the bidding- related documents (or requests for proposals or other construction procurement documents) prior to award of contracts for the Work. Services under this paragraph are subject to the provisions of Paragraph A2.01.B.2 of this Exhibit A. 7. Attend the bid opening, prepare bid tabulation sheets to meet Owner's schedule, and assist Owner in evaluating bids or proposals, assembling final contracts for the Work for execution by Owner and Contractor, and in issuing notices of award of such contracts. 8. If Owner engages in negotiations with bidders or proposers, assist Owner with respect to technical and engineering issues that arise during the negotiations. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective contractors (except as may be required if Exhibit F is a part of this Task Order). A1.05 Construction Phase A. As Basic Services, Engineer shall: 1. Genera! Administration of Construction Contract: Consult with Owner and act as Owner's representative as provided in the Construction Contract. The extent and limitations of the duties, responsibilities, and authority of Engineer shall be as assigned in EJCDC® C -700, Standard General Conditions of the Construction Contract (2013 Edition), prepared by the Engineers Joint Contract Documents Committee, or other construction general conditions specified in the Agreement. If Owner, or Owner and Contractor, modify the duties, responsibilities, and authority of Engineer in the Construction Contract, or modify other terms of the Construction Contract having a direct bearing on Engineer, then Owner shall compensate Engineer for any related increases in the cost to provide Construction Phase services. Engineer shall not be required to furnish or perform Exhibit A— Englneer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of civil Engineers. All rights reserved. Page 6 services contrary to Engineer's responsibilities as a licensed professional. All of Owner's instructions to Contractor will be issued through Engineer, which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing. 2. Resident Project Representative (RPR): Provide the services of an RPR at the Site to assist the Engineer and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in Exhibit D. The furnishing of such RPR's services will not limit, extend, or modify Engineer's responsibilities or authority except as expressly set forth in Exhibit D. 3. Selection of Independent Testing Laboratory. Assist Owner in the selection of an independent testing laboratory to perform the testing services identified in Exhibit B, Paragraph B2.01.A. 4. Pre - Construction Conference: Participate in a pre - construction conference prior to commencement of Work at the Site. 5. Electronic Transmittal Protocols: If the Construction Contract Documents do not specify protocols for the transmittal of Project - related correspondence, documents, text, data, drawings, information, and graphics, in electronic media or digital format, either directly, or through access to a secure Project website, then together with Owner and Contractor jointly develop such protocols for transmittals between and among Owner, Contractor, and Engineer during the Construction Phase and Post - Construction Phase. 6. Original Documents: If requested by Owner to do so, maintain and safeguard during the Construction Phase at least one original printed record version of the Construction Contract Documents, including Drawings and Specifications signed and sealed by Engineer and other design professionals in accordance with applicable Laws and Regulations. Throughout the Construction Phase, make such original printed record version of the Construction Contract Documents available to Contractor and Owner for review. 7. Schedules: Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. 8. Basellnes and Benchmarks: As appropriate, establish baselines and benchmarks for locating the Work which in Engineer's judgment are necessary to enable Contractor to proceed. 9. Visits to Site and Observation of Construction: In connection with observations of Contractor's Work while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress of Contractor's executed Work. Such visits and observations by Engineer, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of the Work or to involve detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in the Agreement, this Task Order, and the Construction Contract Documents, but rather are to be limited to spot checking, selective Exhibit A— Engineer's Services EJCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Sodety of civil Engineers. All rights reserved. Page 7 sampling, and similar methods of general observation of the Work based on Engineer's exercise of professional judgment, as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Construction Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. b. The purpose of Engineer's visits to the Site, and representation by the Resident Project Representative, if any, at the Site, will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer's efforts as an experienced and qualified design professional, to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Construction Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Construction Contract Documents. Engineer shall not, during such visits or as a result of such observations of the Work, supervise, direct, or have control over the Work, nor shall .Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, for security or safety at the Site, for safety precautions and programs incident to any Constructor's work in progress, for the coordination of the Constructors' work or schedules, nor for any failure of any Constructor to comply with Laws and Regulations applicable to furnishing and performing of its work. Accordingly, Engineer neither guarantees the performance of any Constructor nor assumes responsibility for any Constructor's failure to furnish or perform the Work, or any portion of the Work, in accordance with the Construction Contract Documents. 10. Defective Work: Reject Work if, on the basis of Engineer's observations, Engineer believes that such Work is defective under the terms and standards set forth in the Construction Contract Documents. Provide recommendations to Owner regarding whether Contractor should correct such Work or remove and replace such Work, or whether Owner should consider accepting such Work as provided in the Construction Contract Documents. 11. Compatibility with Design Concept. If Engineer has express knowledge that a specific part of the Work that is not defective under the terms and standards set forth in the Construction Contract Documents is nonetheless not compatible with the design concept of the completed Project as a functioning whole, then inform Owner of such incompatibility, and provide recommendations for addressing such Work. 12. Clarifications and Interpretations: Accept from Contractor and Owner submittal of all matters in question concerning the requirements of the Construction Contract Documents (sometimes referred to as requests for information or interpretation- RFls), or relating to the acceptability of the Work under the Construction Contract Documents. With reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Construction Contract Documents. 13. Field Orders: Subject to any limitations in the Construction Contract Documents, Engineer may prepare and issue Field Orders requiring minor changes in the Work. Exhibit A— Engineer's Services EICDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 14. Change Orders and Work Change Directives: Recommend Change Orders and Work Change Directives to Owner, as appropriate, and prepare Change Orders and Work Change Directives as required. 15. Differing Site Conditions: Respond to any notice from Contractor of differing site conditions, including conditions relating to underground facilities such as utilities, and hazardous environmental conditions. Promptly conduct reviews, obtain information, and prepare findings, conclusions, and recommendations for Owner's use, subject to the limitations and responsibilities underthe Agreement and the Construction Contract. 16. Non - reviewable matters: If a submitted matter in question concerns the Engineer's performance of its duties and obligations, or terms and conditions of the Construction Contract Documents that do not involve (1) the performance or acceptability of the Work under the Construction Contract Documents, (2) the design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, then Engineer will promptly give written notice to Owner and Contractorthat Engineerwill not provide a decision or interpretation. 17. Shop Drawings, Samples, and Other Submittals: Review and approve or take other appropriate action with respect to Shop Drawings, Samples, and other required Contractor submittals, but only for conformance with the information given in the Construction Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Construction Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractors submittal schedule that Engineer has accepted. 18. Substitutes and "or- equal": Evaluate and determine the acceptability of substitute or "or- equal" materials and equipment proposed by Contractor, but subject to the provisions of Paragraph A2.01.I3.2 of this Exhibit A. 19. Inspections and Tests: Receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Construction Contract Documents. Engineers review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Construction Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Construction Contract Documents. Engineer shall be entitled to rely on the results of such inspections and tests. b. As deemed reasonably necessary, request that Contractor uncover Work that is to be inspected, tested, or approved. c. Pursuant to the terms of the Construction Contract, require additional inspections or testing of the Work, whether or not the Work is fabricated, installed, or completed. 20. Change Proposals and Claims: (a) Review and respond to Change Proposals. Review each duly submitted Change Proposal from Contractor and, within 30 days after receipt of the Contractors Exhibit A— Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 supporting data, either deny the Change Proposal in whole, approve it in whole, or deny it in part and approve it in part. Such actions shall be in writing, with a copy provided to Owner and Contractor. If the Change Proposal does not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of the Work, or other engineering or technical matters, then Engineer will notify the parties that the Engineer will not resolve the Change Proposal. (b) Provide information or data to Owner regarding engineering or technical matters pertaining to Claims. 21. Applications for Payment. Based on Engineer's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that Engineer recommends Contractor be paid. Recommend reductions in payment (set -offs) based on the provisions for set -offs stated in the Construction Contract. Such recommendations of payment will be in writing and will constitute Engineer's representation to Owner, based on such observations and review, that, to the best of Engineer's knowledge, information and belief, Contractor's Work has progressed to the point indicated, the Work is generally in accordance with the Construction Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Construction Contract Documents, and to any other qualifications stated In the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. In the case of unit price work, Engineer's recommendations of payment will include final determinations of quantities and classifications of the Work (subject to any subsequent adjustments allowed by the Construction Contract Documents). b. By recommending payment, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of Contractor's Work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in the Agreement or this Task Order, Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor' Engineer's recommendation of any payment including final payment will impose on Engineer responsibility to supervise, direct, or control the Work, or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility on Engineer to make any examination to ascertain how or for what purposes Contractor has used the money paid to Contractor by Owner; to determine that title to any portion of the Work, including materials or equipment, has passed to Owner free and clear of any liens, claims, security interests, or encumbrances;, or that there may not be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 22. Contractor's Completion Documents: Receive from Contractor, review, and transmit to Owner maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the Construction Contract Documents, certificates of inspection, Exhibit A— Engineer's Services EJCaC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition, Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 tests and approvals, and Shop Drawings, Samples, and other data approved as provided under Paragraph A1.05.A.17. Receive from Contractor, review, and transmit to Owner the annotated record documents which are to be assembled by Contractor in accordance with the Construction Contract Documents to obtain final payment. The extent of Engineer's review of record documents shall be to checkthat Contractor has submitted all pages. 23. Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Owner and Contractor, visit the Site to review the Work and determine the status of completion. Follow the procedures in the Construction Contract regarding the preliminary certificate of Substantial Completion, punch list of items to be completed, Owner's objections, notice to Contractor, and issuance of a final certificate of Substantial Completion, Assist Owner regarding any remaining engineering or technical matters affecting Owner's use or occupancy of the Work following Substantial Completion. 24. Final Notice of Acceptability of the Work: Conduct a final visit to the specific Project to determine if the Work is complete and acceptable so that Engineer may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, Engineer shall also provide a notice to Owner and Contractor in the form attached hereto as Exhibit E ( "Notice of Acceptability of Work ") (also available as a construction form, EJCDC® C -626 (2013)) that the Work is acceptable (subject to the provisions of the Notice and Paragraph A1.05.A.21.b) to the best of Engineer's knowledge, information, and belief, and based on the extent of the services provided by Engineer under the Agreement and this Task Order. 25. Standards for Certain Construction -Phase Decisions: Engineer will render decisions regarding the requirements of the Construction Contract Documents, and judge the acceptability of the Work, pursuant to the specific procedures set forth in the Construction Contract for initial interpretations, Change Proposals, and acceptance of the Work. In rendering such decisions and judgments, Engineer will not show partiality to Owner or Contractor, and will not be liable to Owner, Contractor, or others in connection with any proceedings, interpretations, decisions, or judgments conducted or rendered in good faith. B. Duration of Construction Phase: The Construction Phase will commence with the execution of the first Construction Contract for the specific Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractors. If the specific Project involves more than one prime contract as indicated in Paragraph A1.01C, then Construction Phase services may be rendered at different times in respect to the separate contracts. Subject to the provisions of Article 3, Engineer shall be entitled to an equitable increase in compensation if Construction Phase services (including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth in the final Construction Contract under the Task Order. A1.06 Post - Construction Phase A. Upon written authorization from Owner during the Post - Construction Phase, as Basic Services, Engineer shall: 1. Together with Owner, visit the Project to observe any apparent defects in the Work, make recommendations as to replacement or correction of defective Work, if any, or the need to repair Exhibit A— Engineer's Services E lCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Coundl of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of any damage to the Site or adjacent areas, and assist Owner in consultations and discussions with Contractor concerning correction of any such defective Work and any needed repairs. 2. Together with Owner, visit the Project within one month before the end of the Construction Contract's correction period to ascertain whether any portion of the Work or the repair of any damage to the Site or adjacent areas is defective and therefore subject to correction by Contractor. B. The Post - Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate twelve months after the commencement of the Construction Contract's correction period. A1.07 Commissioning Phase A. As Basic Services, Engineer shall: 1. Assist Owner in connection with the adjusting of Specific Project equipment and systems. 2. Assist Owner in training Owner's staff to operate and maintain Specific Project equipment and systems. 3. Prepare operation and maintenance manuals. 4. Assist Owner in developing procedures for (a) control of the operation and maintenance of Specific Project equipment and systems, and (b) related record- keeping. S. Prepare and furnish to Owner, in the format agreed to, Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor. A1.08 Other Services: Each specific Task Order may include Basic Services that do not fit into the categories above. Such services should be expressly stated in the specific Task Order itself. PART 2— ADDITIONAL SERVICES A2.01 Additional Services Requiring an Amendment to Task Order A. Advance Written Authorization Required: During performance under a Task Order, Owner may authorize Engineer in writing to furnish or obtain from others Additional Services of the types listed below. Unless expressly indicated above or in the specific Task Order to be included Basic Services, the following services are not included as part of Basic Services and will be paid for by Owner as Additional Services, using the basis of compensation for Additional Services, as indicated in the specific Task Order. 1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Specific Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Specific Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction overthe anticipated environmental impact of the Specific Project. Exhibit A— Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 2. Services to make measured drawings of existing conditions or facilities, to conduct tests or Investigations of existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 3. Services resulting from significant changes in the scope, extent, or character of the portions of the Specific Project designed or specked by Engineer, or the Specific Project's design requirements, including, but not limited to, changes in size, complexity, Owner's schedule, character of construction, or method of financing; and revising'previously accepted studies, reports, Drawings, Specifications, or Construction Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of the Task Order or are due to any other causes beyond Engineer's control. 4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those agreed to in Paragraph A1.01.A.1 and 2. S. Services required as a result of Owner's providing incomplete or incorrect Specific Project information to Engineer. 6. Providing renderings or models for Owner's use, including services in support of building information modeling or civil integrated management. 7. Undertaking investigations and studies including, but not limited to: a. detailed consideration of operations, maintenance, and overhead expenses; b. based on the engineering and technical aspects of the Project, the preparation of feasibility studies (such as those that include projections of output capacity, utility project rates, project market demand, or project revenues) and cash flow analyses, provided that such services do not include rendering advice regarding municipal financial products or the issuance of municipal securities; c. preparation of appraisals; d. evaluating processes available for licensing, and assisting Owner in obtaining process licensing; e. detailed quantity surveys of materials, equipment, and labor; and f. audits or inventories required in connection with construction performed or furnished by Owner. 8. Furnishing services of Consultants for other than Basic Services. 9. Providing data or services of the types described in Exhibit B, when Owner retains Engineer to provide such data or services instead of Owner furnishing the same. 10. Providing the following services: Exhibit A— Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 a. Services attributable to more prime construction contracts than specified in Paragraph A1.03.0 or the specific Task Order. b. Services to arrange for performance of construction services for Owner by contractors other than the principal prime Contractor, and administering Owner's contract for such services. 11. Services during out -of -town travel required of Engineer, other than for visits to the Site or Owner's office as required in Basic Services. 12. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibility review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other documents as a result of such review processes. 13. Preparing additional bidding- related documents (or requests for proposals or other construction procurement documents) or Construction Contract Documents for alternate bids or cost estimates requested by Owner for the Work or a portion thereof. 14. Assistance in connection with bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required to complete services required by Paragraph 5.02.A and Exhibit F. 15. Preparing conformed Construction Contract Documents that incorporate and integrate the content of all Addenda and any amendments negotiated by Owner and Contractor. 16. Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor, but only if such services increase the total quantity of services to be performed in the Construction Phase, rather than merely shifting performance of such services to a later date. 17. Preparing Record Drawings, and furnishing such Record Drawings to Owner. 18. Supplementing Record Drawings with information regarding the completed Project, Site, and immediately adjacent areas obtained from field observations, Owner, utility companies, and other reliable sources. 19. Conducting surveys, investigations, and field measurements to verify the accuracy of Record Drawing content obtained from Contractor, Owner, utility companies, and other sources; revise and supplement Record Drawings as needed. 20. Preparation of operation, maintenance, and staffing manuals. 21. Protracted or extensive assistance in refining and adjusting of Project equipment and systems (such as initial startup, testing, and balancing). 22. Assistance to Owner in training Owner's staff to operate and maintain Specific Project equipment and systems. Exhibit A — Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 23. Assistance to Owner in developing systems and procedures for (a) control of the operation and maintenance of Project equipment and systems, and (b) related recordkeeping. 24. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration, mediation, lien or bond claim, or other legal or administrative proceeding involving the Project. 25. Overtime work requiring higher than regular rates. 26. Providing construction surveys and staking to enable Contractor to perform its work other than as required under Paragraph A1.05.A.8, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 27. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 28. Excessive services during any correction period, or with respect to guarantees called for in the Construction Contract (except as agreed to under Basic Services). 29. Provide assistance in responding to the presence of any Constituent of Concern at any Site, in compliance with current Laws and Regulations. 30. Other additional services performed or furnished by Engineer not otherwise provided for in this Agreement. B. Advance Written Authorization Not Required., Engineer shall advise Owner in advance that Engineer will immediately commence to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing'such Additional Services upon receipt of written notice from Owner. Unless expressly indicated above or in the specific Task Order to be included Basic Services, the following services are not included as part of Basic Services and will be paid for by Owner as Additional Services, using the basis of compensation for Additional Services, as indicated in the specific Task Order. 1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by Owner. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or equal' items; services after the award of the Construction Contract in evaluating and determining the acceptability of a proposed "or equal" or substitution which is found to be inappropriate for the Project; evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. Exhibit A — Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 4. Additional or extended services arising from (a) the presence at the Site of any Constituent of Concern or items of historical or cultural significance, (b) emergencies or acts of God endangering the Work, (c) damage to the Work by fire or other causes during construction, (d) a significant amount of defective, neglected, or delayed Work, (e) acceleration of the progress schedule involving services beyond normal working hours, or (f) default by Contractor. 5. Services (other than Basic Services during the Post -Construction Phase) in connection with any partial utilization of the Work by Owner prior to Substantial Completion. 6. Evaluating unreasonable or frivolous requests for interpretation or information (RFls), Change Proposals, or other demands from Contractor or others in connection with the Work, or an excessive number of RFls, Change Proposals, or demands. 7. Reviewing a Shop Drawing or other Contractor submittal more than three times, as a result of repeated inadequate submissions by Contractor. 8. While at the Site, compliance by Engineer and its staff with those terms of Owner's or Contractor's safety program provided to Engineer subsequent to the Effective Date that exceed those normally required of engineering personnel by federal, State, or local safety authorities for similar construction sites. Exhibit A — Engineer's Services EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2034 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 26 This is EXHIBIT B, consisting of { ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated t ). Owner's Responsibilities Article 2 of the Agreement is amended and supplemented to include the following responsibilities unless expressly stated otherwise in a Task Order. 132.01 Specific Responsibilities A. Owner shall: 1. Provide Engineer with all criteria and full information as to Owner's requirements for the Specific Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations. 2. Give instructions to Engineer regarding Owner's procurement of construction services (including instructions regarding advertisements for bids, instructions to bidders, and requests for proposals, as applicable), Owner's construction contract practices and requirements, insurance and bonding requirements, electronic transmittals during construction, and other information necessary for the finalization of Owner's bidding - related documents (or requests for proposals or other construction procurement documents), and Construction Contract Documents. Furnish copies (or give specific directions requesting Engineer to use copies already in Engineer's possession) of all design and construction standards, Owner's standard forms, geReFa' .., editions (if etheF F'' °modified version of EJCDC® C -700, Standard General Conditions of the Construction Contract, '^ R), supplementary conditions, text, and related documents and content for Engineer to include in the draft bidding - related documents (or requests for proposals or other construction procurement documents), and draft. Construction Contract Documents, when applicable. Owner shall have responsibility for the final content of (1) such bidding - related documents (or requests for proposals or other construction procurement documents), and (2) those portions of any Construction Contract other than the design (as set forth in the Drawings, Specifications, or otherwise), and other engineering or technical matters; and Owner shall seek the advice of Owner's legal counsel, risk managers, and insurance advisors with respect to the drafting and content of such documents. 3. Furnish to Engineer any other available information pertinent to the Specific Project including reports and data relative to previous designs, construction, or investigation at or adjacent to the Site. 4. Following Engineer's assessment of initially - available Specific Project information and data and upon Engineer's request, obtain, furnish, or otherwise make available (if necessary through title searches, or retention of specialists or consultants) such additional Project - related information and data as is reasonably required to enable Engineer to complete its Basic and. Additional Services. Such additional information or data would generally include the following: a. Property descriptions. Exhibit B— Owner's Responsibilities EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 b. Zoning, deed, and other land use restrictions. c. Utility and topographic mapping and surveys. d. Property, boundary, easement, right -of -way, and other special surveys or data, including establishing relevant reference points. e. Explorations and tests of subsurface conditions at or adjacent to the Site; geotechnical reports and investigations; drawings of physical conditions relating to existing surface or subsurface structures at the Site; hydrographic surveys, laboratory tests and inspections of samples, materials, and equipment; with appropriate professional interpretation of such information or data. f. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental, historical, or cultural studies relevant to the Specific Project, the Site, and adjacent areas. g. Data or consultations as required for the Project but not otherwise identified in this Agreement. 5. Arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineerto perform services underthe Agreement. 6. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, provide, as required for the Project: a. Accounting, bond and financial advisory (including, if applicable, "municipal advisor" services as described in Section 975 of the Dodd -Frank Wall Street Reform and Consumer Protection Act (2010) and the municipal advisor registration rules issued by the Securities and Exchange Commission), independent cost estimating, and insurance counseling services. b. Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer reasonably requests. c. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the money paid. 7. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Construction Contract Documents (other than those required to be furnished or arranged by Contractor), or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Provide Engineer with the findings and reports generated by testing laboratories, including findings and reports obtained from or through Contractor. 8. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. Exhibit B— Owner's Responsibilities EJCDC° E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering companies, and American Society of Civil Engineers. All rights reserved. Page 2 9. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services In regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructibility review. 10. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. 11. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, other work is to be performed at or adjacent to the Site by others or by employees of Owner, or if Owner arranges to have work performed at the Site by utility owners, then Owner shall coordinate such work unless Owner designates an individual or entity to have authority and responsibility for coordinating the activities among the various prime Contractors and others performing work. In such case Owner shall define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. 12. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. 13. Examine all alternative solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer (including obtaining advice of an attorney, risk manager, insurance counselor, financial /municipal advisor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. 14. Inform Engineer regarding any need for assistance in evaluating the possible use of Project Strategies, Technologies, and Techniques, as defined in Exhibit A. 15. Advise Engineer as to whether Engineer's assistance is requested in identifying opportunities for enhancing the sustainability of the Project. 16. Place and pay for advertisement for Bids in appropriate publications. 17. Furnish to Engineer data as to Owner's anticipated costs for services to be provided by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) for Owner so that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs. 18. Attend and participate in the pre -bid conference, bid opening, pre - construction conferences, construction progress and other job related meetings, and Site visits to determine Substantial Completion and readiness of the completed Work for final payment. 19. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement, as required. Exhibit B— Owner's Responsibilities EJCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American society of Civil Engineers. All rights reserved. Page 3 20. Perform or provide the following: [Here list any additional Owner responsibilities]. Exhibit B— Owner's Responsibilities EICDC® E -505, Agreement Between Owner and Engineerfor Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 This is EXHIBIT C, consisting of t J pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated 1[ ]. Payments to Engineer for Services and Reimbursable Expenses Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 2— OWNER'S RESPONSIBILITIES C2.01 Basis of Compensation A. The bases of compensation (compensation methods) for Basic Services (including if applicable the bases of compensation for individual phases of Basic Services) and for Additional Services shall be identified in each specific Task Order (see Suggested Form of Task Order, Paragraph 6). Owner shall pay Engineer for services in accordance with the applicable basis of compensation. B. The three following bases of compensation are used for services under the Task Orders, as identified in each specific Task Order: 1. Lump Sum (plus any expenses expressly eligible for reimbursement) 2. Standard Hourly Rates (plus any expenses expressly eligible for reimbursement) 3. Direct Labor Costs Times a Factor (plus any expenses expressly eligible for reimbursement) C2.02 Explanation of Compensation Methods A. Lump Sum 1. Owner shall pay Engineer a Lump Sum amount for the specified category of services. 2. The Lump Sum will include compensation for Engineer's services and services of Consultants, if any. The Lump Sum constitutes full and complete compensation for Engineer's services in the specified category, including labor costs, overhead, profit, expenses (other than those expenses expressly eligible for reimbursement, if any), and Consultant charges. 3. In addition to the Lump Sum, Engineer is also entitled to reimbursement from Owner for the following expenses reasonably and necessarily incurred by Engineer in connection with the performing_ or furnishing of the services in the specified category (see Appendix 1 for rates or charges): ] [List any such reimbursable expenses here, or indicate "None." If "None" then the reference to Appendix 1 may be deleted.] 4. The portion of the Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate of the proportion of the total services actually completed during the billing period to the Lump Sum. Exhibit C — Payments to Engineer for Services and Reimbursable Expenses FJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of evil Engineers. All rights reserved. Page 1 B. Standard Hourly Rotes 1. For the specified category of services, the Owner shall pay Engineer an amount equal to the cumulative hours charged to the Specific Project by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class. Under this method, Engineer shall also be entitled to reimbursement from Owner for the expenses identified in Paragraph C2.03 below, and Appendix 1. 2. Standard Hourly Rates include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non - project operating costs, and operating margin or profit. 3. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit as Appendices 1 and 2. 4. The total estimated compensation for the specified category of services shall be stated in the Task Order. This total estimated compensation will incorporate all labor at Standard Hourly Rates, and reimbursable expenses (including Consultants' charges, if any). S. The amounts billed will be based on the cumulative hours charged to the specified category of services on the Specific Project during the billing period by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class, plus reimbursable expenses (including Consultant's charges, if any). 6. The Standard Hourly Rates and Reimbursable Expenses Schedule shall be adjusted annually (as of ]) to reflect equitable changes in the compensation payable to Engineer. C. Direct Labor Costs Times a Factor 1. For the specified category of services, the Owner shall pay Engineer an amount equal to Engineer's Direct Labor Costs times a factor of i ] for the services of Engineer's employees engaged on the Specific Project. Direct Labor Costs means salaries and wages paid to employees but does not include payroll - related costs or benefits. Under this method, Engineer shall also be entitled to reimbursement from Owner for the expenses identified in Paragraph C2.03 below, and Appendix 1. 2. Engineer's Reimbursable Expenses Schedule is attached to this Exhibit as Appendix 1. 3. The total estimated compensation for the specified category of services shall be stated in the Task Order. This total estimated compensation incorporates all labor, overhead, profit, and reimbursable expenses (including Consultant's charges, if any). 4. The amounts billed will be based on the applicable Direct Labor Costs for the cumulative hours charged to the specified category of services on the Specific Project during the billing period times the above - designated Factor, plus reimbursable expenses (including Consultant's charges, if any), S. The Direct Labor Costs and the factor applied to Direct Labor Costs will be adjusted annually (as of ]} to reflect equitable changes in the compensation payable to Engineer. Exhibit C— Payments to Engineer for Services and Reimbursable Expenses EJCDC® E -SCS, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 C2.03 Reimbursable Expenses A. Under the Lump Sum method basis of compensation to Engineer, unless expressly indicated otherwise the Lump Sum amount includes the following categories of expenses: transportation (including mileage), lodging, and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls, mobile phone services, and courier charges; reproduction of reports, Drawings, Specifications, bidding - related or other procurement documents, Construction Contract Documents, and similar Specific Project - related items; and Consultant charges. These expenses are not reimbursable under the Lump Sum method, unless expressly indicated otherwise in C2.02.A.3 above. B. Expenses eligible for reimbursement under the Direct Labor Costs Times a Factor and Standard Hourly Rate methods of compensation include the following expenses reasonably and necessarily incurred by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Task Order: transportation (including mileage), lodging, and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls, mobile phone services, and courier services; reproduction of reports, Drawings, Specifications, bidding- related or other procurement documents, Construction Contract Documents, and similar Specific Project - related items; Consultant charges; and any other expenses identified in Appendix 1. C. Reimbursable expenses reasonably and necessarily incurred in connection with services provided under the Direct Labor Costs Times a Factor and Standard Hourly Rate methods shall be paid at the rates set forth in Appendix 1, Reimbursable Expenses Schedule, subject to the factors set forth below. D. The amounts payable to Engineer for reimbursable expenses will be the Project- specific internal expenses actually incurred or allocated by Engineer, plus all invoiced external reimbursable expenses allocable to the Specific Project, the latter multiplied by a factor of ]. E. Whenever Engineer is entitled to compensation for the charges of its Consultants, those charges shall be the amount billed by such Consultants to Engineer times a factor of 1i ]. F. The external reimbursable expenses and Consultants' factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. C2.04 Serving as a Witness A. For services performed by Engineer's employees as witnesses giving testimony in any litigation, arbitration or other legal or administrative proceeding under Paragraph A2.01.A.20, at a rate of i ] times the witness's standard hourly rate. Compensation for Consultants for such services will be by reimbursement of Consultants' reasonable charges to Engineer for such services. C2.05 Other Provisions Concerning Payment A. Extended Contract Times: Should the Contract Times to complete the Work be extended beyond the period stated in the Task Order, payment for Engineer's services shall be continued based on the Standard Hourly Rates Method of Payment. B. Estimated Compensation Amounts Exhibit C— Payments to Engineer for Services and Reimbursable Expenses EJCDC6 E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright QD 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 1. Engineer's estimate of the amounts that will become payable for services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to Engineer under the Agreement. 2. When estimated compensation amounts have been stated in a Task Order and it subsequently becomes apparent to Engineer that a compensation amount thus estimated will be exceeded, Engineer shall give Owner written notice thereof. Promptly thereafter Owner and Engineer shall review the matter of services remaining to be performed and compensation for such services. Owner shall either agree to such compensation exceeding said estimated amount or Owner and Engineer shall agree to a reduction in the remaining services to be rendered by Engineer so that total compensation for such services will not exceed said estimated amount when such services are completed. If Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in the compensation due Engineer or a reduction in the remaining services, the Engineer shall give written notice thereof to Owner and shall be paid for all services rendered thereafter. Exhibit C— Payments to Engineer for Services and Reimbursable Expenses EJCDC° E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Profestional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 This is Appendix 1 to EXHIBIT C, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition, dated IC j• Reimbursable Expenses Schedule Expenses eligible for reimbursement are subject to review and adjustment per Exhibit C. Rates and charges for reimbursable expenses as of the date of the Agreement are: 8 "x11" Copies /impressions page Copies of Drawings __Jsq. ft. Mileage (auto) smile Air Transportation at cost CAD Charge _]hour Laboratory Testing at cost Health and Safety Level D day Health and Safety Level C day Meals and Lodging at cost [Note to User: Customize this Schedule to reflect anticipated reimbursable expenses on this Specific Project] Exhibit C - Appendix i — Reimbursable Expenses Schedule EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 This is Appendix 2 to EXHIBIT C, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated Standard Hourly Rates Schedule The following standard hourly rates are subject to review and adjustment per Exhibit C. Hourly rates for services as of the Effective Date of the Task Order are: Billing Class VIII Billing Class VII $ $ /hour /hour Billing Class VI $ /hour Billing Class V $ /hour Billing Class iV $ /hour Billing Class Ill $ /hour Billing Class II $ /hour Billing Class 1 $ /hour [Note to User. The categories above (Billing Gasses Vill through 1) are traditional hourly rate classes for engineering services, but the classes themselves do not currently have widely accepted or understood meanings or definitions. Many approaches are possible for establishing the hourly rates that will be charged. These Include defining the categories (for example, "Billing Class VI— Assistant Project Manager"), or using the engineering farm's own professional classifications. if hourly rates are ascribed to specific individuals, the user should ensure that changes in professional personnel and rates are allowable over the Project's course.] Exhibit C— Appendba 2 — Standard Hourly Rates Schedule EJCDCe E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright Q 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 This is EXHIBIT D, consisting of t ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated ]. Schedule of Duties, Responsibilities, and Limitations of Authority of Resident Project Representative The following duties, responsibilities, and limitations of authority may be incorporated in the Task Order for a Specific Project: D1.01 Resident Project Representative A. Engineer shall furnish a Resident Project Representative ( "RPR ") to assist Engineer in observing progress and quality of the Work. The RPR may provide full time representation or may provide representation to a lesser degree. RPR is Engineer's representative at the Site, will act as directed by and under the supervision of Engineer, and will confer with Engineer regarding RPR's actions. Through RPR's observations of the Work, including field checks of materials and installed equipment, Engineer shall endeavor to provide further protection for Owner against defects and deficiencies in the Work. However, Engineer shall not, as a result of such RPR observations of the Work, supervise, direct, or have control over the Work, nor shall Engineer (including the RPR) have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, for security or safety at the Site, for safety precautions and programs incident to the Work or any Constructor's work in progress, for the coordination of the Constructors' work or schedules, or for any failure of any Constructor to comply with Laws and Regulations applicable to the performing and furnishing of its work. The Engineer (including RPR) neither guarantees the performances of any Constructor nor assumes responsibility for any Constructor's failure to furnish and perform the Work, or any portion of the Work, in accordance with the Construction Contract Documents. In addition, the specific terms set forth In Exhibit A, Paragraph A1.05, as incorporated in this Task Order, are applicable. C. The duties and responsibilities of the RPR are as follows: 1. General: RPR's dealings in matters pertaining to the Work in general shall be with Engineer and Contractor. RPR's dealings with Subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with Owner only with the knowledge of and under the direction of Engineer. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, schedule of values, and other schedules prepared by Contractor and consult with Engineer concerning acceptability of such schedules. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences, and other Project- related meetings (but not including Contractor's safety meetings), and as appropriate prepare and circulate copies of minutes thereof. Exhibit D— Duties, Responsibilities, and limitations of Authority of Resident Project Representative EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American society of Civil Engineers. All rights reserved. Page 1 4. Safety Compliance: Comply with Site safety programs, as they apply to RPR, and if required to do so by such safety programs, receive safety training specifically related to RPR's own personal safety while at the Site. 5. Liaison a. Serve as Engineer's liaison with Contractor. Working principally through Contractor's authorized representative or designee, assist in providing information regarding the provisions and intent of the Construction Contract Documents. b. Assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on -Site operations. c. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 6. Clarifications and Interpretations: Receive from Contractor submittal of any matters in question concerning the requirements of the Construction Contract Documents (sometimes referred to as requests for information or interpretation— RFIs), or relating to the acceptability of the Work under the Construction Contract Documents. Report to Engineer regarding such RFIs. Report to Engineer when clarifications and interpretations of the Construction Contract Documents are needed, whether as the result of a Contractor Rfl or otherwise. Transmit Engineer's clarifications, interpretations, and decisions to Contractor., 7. Shop Drawings and Samples a. Record date of receipt of Samples and Contractor- approved Shop Drawings. b. Receive Samples that are furnished at the Site by Contractor, and notify Engineer of availability of Samples for examination. c. Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal, if RPR believes that the submittal has not been received from Contractor, or has not been approved by Contractor or Engineer. 8, Proposed Modifications: Consider and evaluate Contractor's suggestions for modifications to the Drawings or Specifications, and report such suggestions, together with RPR's recommendations, if any, to Engineer. Transmit Engineer's response (if any) to such suggestions to Contractor. 9. Review of Work; Defective Work a. Report to Engineer whenever RPR believes that any part of the Work is defective under the terms and standards set forth in the Construction Contract Documents, and provide recommendations as to whether such Work should be corrected, removed and replaced, or accepted as provided in the Construction Contract Documents. b. Inform Engineer of any Work that RPR believes is not defective under the terms and standards set forth in the Construction Contract Documents, but is nonetheless not Exhibit D — Duties, Responsibilities, and Limitations of Authority of Resident Project Representative EJCDCe E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 compatible with the design concept of the completed Project as a functioning whole, and provide recommendations to Engineer for addressing such Work; and c. Advise Engineer of that part of the Work that RPR believes should be uncovered for observation, or requires special testing, inspection, or approval. 10. inspections, Tests, and System Start-ups a. Consult with Engineer in advance of scheduled inspections, tests, and systems start-ups. b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate Owners personnel, and that Contractor maintains adequate records thereof. c. Observe, record, and report to Engineer appropriate details relative to the test procedures and systems start-ups. d. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public or other agencies having jurisdiction overt he Work. e. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Work, record the results of these inspections, and report to Engineer. 11. Records Maintain at the Site orderly files for correspondence, reports of job conferences, copies of Construction Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Construction Contract, RFIs, Engineer's clarifications and interpretations of the Construction Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project- related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, Subcontractors present at the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, deliveries of equipment or materials; daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to Engineer. c. Upon request from Owner to Engineer, photograph or video work in progress or Site conditions. d. Record and maintain accurate, up-to -date lists of the names, addresses, fax numbers, e-mail addresses, websites, and telephone numbers (including mobile numbers) of all Contractors, Subcontractors, and major Suppliers of materials and equipment. e. Maintain records for use in preparing Specific Project documentation. Exhibit D — Duties, Responsibilities, and Limitations of Authority of Resident Project Representative EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 Upon completion of the Work, furnish original set of all RPR Project documentation to Engineer. 12. Reports a. Furnish to Engineer periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b. Draft and recommend to Engineer proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Furnish to Engineer and Owner copies of all inspection, test, and system start -up reports. Immediately inform Engineer of the occurrence of any Site accidents, emergencies, acts of God endangering the Work, possible force majeure or delay events, damage to property by fire or other causes, or the discovery of any potential differing site condition or Constituent of Concern. 13. Payment Requests: Review applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 14. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Contract Documents to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to Engineer for review and forwarding to Owner prior to payment for that part of the Work. 15. Completion: a. Participate in Engineer's visits to the Site regarding Substantial Completion, assist in the determination of Substantial Completion, and prior to the issuance of a Certificate of Substantial Completion, submit a punch list of observed items requiring completion or correction. b. Participate in Engineer's visit to the Site in the company of, Owner, and Contractor, to determine completion of the Work, and prepare a final punch list of items to be completed or corrected by Contractor. c. Observe whether all items on the final punch list have been completed or corrected, and make recommendations to Engineer concerning acceptance and issuance of the Notice of Acceptability of the Work (Exhibit E). D. Resident Project Representative shall not: 1. Authorize any deviation from the Construction Contract Documents or substitution of materials or equipment (including "or- equal" items). Exhibit D— Duties, Responsibilities, and Limitations of Authority of Resident Project Representative EJCDC8 E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright Q 2014 National society of Professional Engineers, American Council of Engineering Companies, and American society of Civil Engineers. All rights reserved. Page 4 Z. Exceed limitations of Engineer's authority as set forth in this Agreement. 3. Undertake any of the responsibilities of Contractor, Subcontractors, or Suppliers, or any Constructor. 4. Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques, sequences or procedures of the Work, by Contractor or any other Constructor. S. Advise on, issue directions regarding, or assume control over security or safety practices, precautions, and programs in connection with the activities or operations of Owner or Contractor. b. Participate in specialized field or laboratory tests or inspections conducted off -site by others except as specifically authorized by Engineer. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. 8. Authorize Owner to occupy the Specific Project in whole or in part. Exhibit D— Duties, Responsibilities, and Urnitations of Authority of Resident Project Representative EJCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 This is EXHIBIT E, consisting of I ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated i[ j. (Notes to User 1. Exhibit A, Paragraph A1.05.A.24 of this Agreement indicates that in connection with recommending final payment of the Construction Contractor with respect "to a specific Construction Contract; the Engineer will also provide a notice to Owner and Contractor of the acceptability of the Work, subject to stated limitations. The form for that purpose, "Notice of Acceptability of Work," is attached on the following pages of this Exhibit E. The same form is also available as a construction form, EJCDC® C-626 (2013). 2. The Notice of Acceptability of Work should be served in compliance with the requirements for service of notice under the Construction Contract. See Paragraph 18.01, Giving Notice, of EiCDCe C -700 (2013), Standard General Conditions of the Construction Contract.) Exhibit E — Notice of Acceptability of Work EJCDV E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE NOTICE OF ACCEPTABILITY OF WORK SPECIFIC PROJECT: OWNER: OWNER'S CONSTRUCTION CONTRACT IDENTIFICATION: EFFECTIVE DATE OF THE CONSTRUCTION CONTRACT: ENGINEER: NOTICE DATE: To: And To: CONTRACTOR From: ENGINEER The Engineer hereby gives notice to the above Owner and Contractor that Engineer has recommended final payment of Contractor, and that the Work furnished and performed by Contractor under the above Construction Contract is acceptable, expressly subject to the provisions of the related Contract Documents, the Agreement between Owner and Engineer for Professional Services dated , and the following terms and conditions of this Notice. FAlbit E — Notice of Acceptability of Work EJCDC° E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright 0 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society, of Civil Engineers. All rights reserved. Page 2 CONDITIONS OF NOTICE OFACCEPTABIUTY OF WORK The Notice of Acceptability of Work ( "Notice ") is expressly made subject to the following terms and conditions to which all persons who receive said Notice and rely thereon agree: 1. This Notice is given with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. This Notice reflects and is an expression of the professional judgment of Engineer. 3. This Notice is given as to the best of Engineer's knowledge, information, and belief as of the Notice Date. 4. This Notice is based entirely on and expressly limited by the scope of services Engineer has been employed by Owner to perform or furnish during construction of the Specific Project (including observation of the Contractor's work) under Engineer's Agreement with Owner, and applies only to facts that are within Engineer's knowledge or could reasonably have been ascertained by Engineer as a result of carrying out the responsibilities specifically assigned to Engineer under such Agreement. 5. This Notice is not a guarantee or warranty of Contractors performance under the Construction Contract, an acceptance of Work that is not in accordance with the related Contract Documents, including but not limited to defective Work discovered after final inspection, nor an assumption of responsibility for any failure of Contractor to furnish and perform the Work thereunder in accordance with the Construction Contract Documents, or to otherwise comply with the Construction Contract Documents orthe terms of any special guarantees specified therein. 6. This Notice does not relieve Contractor of any surviving obligations under the Construction Contract, and is subject to Owner's reservations of rights with respect to completion and final payment. By: Title: Dated: Exhibit E — Notice of Acceptability of Work EJCDC® E -505, Agreement Between owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 This is EXHIBIT F, consisting of ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated 1[ j. Construction Cost Limit Paragraph 5.02 of the Agreement is amended and supplemented to include the following when incorporated in the Task Order for a Specific Project: F5.02 Designing to Construction Cost Limit A. A Construction Cost limit maybe set forth in the Task Order. B. If a Construction Cost limit is set forth in a Task Order, then the Task Order will also specify bidding or negotiating contingency to be added to such Construction Cost limit. C. The acceptance by Owner at any time during Basic Services of a revised opinion of probable Construction Cost in excess of the then established Construction Cost limit will constitute a corresponding increase in the Construction Cost limit. D. Engineer will be permitted to determine what types of materials, equipment and component systems, and the types and quality thereof are to be included in the Drawings and Specifications and to make reasonable adjustments in the scope, extent, and character of a Specific Project to the extent consistent with the project requirements and sound engineering practices to bring the project within the Construction Cost limit. E. If the Bidding or Negotiating Phase has not commenced within three months after completion of the Final Design Phase, or if industry-wide prices are changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit will not be binding on Engineer, and Owner shall consent to an adjustment in such Construction Cost limit commensurate with any applicable change in the general level of prices in the construction industry between the date of completion of the Final Design Phase and the date on which proposals or Bids are sought. If the lowest bona fide proposal or Bid exceeds the established Construction Cost limit, Owner shall (1) give written approval to increase such Construction Cost limit, or (2) authorize negotiating or rebidding the Specific Project within a reasonable time, or (3) cooperate in revising the Specific Project's scope, extent, or character to the extent consistent with the Specific Project's requirements and with sound engineering practices. In the case of (3), Engineer shall modify the Construction Contract Documents as necessary to bring the Construction Cost within the Construction Cost limit. Owner shall pay Engineer's cost to provide such modification services, including the costs of the services of its Consultants, all overhead expenses reasonably related thereto, and Reimbursable Expenses, but without profit to Engineer on account of such services. The providing of such services will be the limit of its responsibility in this regard and, having done so, Engineer shall be entitled to payment for services and expenses in accordance with this Agreement and will not otherwise be liable for damages attributable to the lowest bona fide proposal or bid exceeding the established Construction Cost limit. Exhibit F— Construction Cost Limit EJCDC° E -505, Agreement Between Owner and Engineer for Professional Services —Task order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 EXHIBIT G, 3 pages CITY OF SCHERTZ REQUIREMENTS FOR ALL INSURANCE DOCUMENTS The Contractor shall comply with each and every condition contained herein: The Contractor shall provide and maintain the minimum insurance coverage set forth below during the term of its agreement with the City. Any Subcontractor(s) hired by the Contractor shall maintain insurance coverage equal to that required of the Contractor. It is the responsibility of the Contractor to assure compliance with this provision. The City of Schertz accepts no resLonsibilit\_ arising from the conduct, or lack of conduct, of the Subcontractor. INSTRUCTIONS FOR COMPLETION OF INSURANCE DOCUMENT With reference to the foregoing insurance requirements, Contractor shall specifically endorse applicable insurance policies as follows: 1. The City of Schertz shall be named as an additional insured with respect to General Liability and Automobile Liability on a separate endorsement. 2. A waiver of subrogation in favor of The City of Schertz shall be contained in the Workers Compensation and all liability policies and must be provided on a separate endorsement. 3. All insurance policies shall be endorsed to the effect that The City of Schertz will receive at least thirty (30) days written notice prior to cancellation or non - renewal of the insurance. 4. All insurance policies, which name The City of Schertz as an additional insured, must be endorsed to read as primary and non - contributory coverage regardless of the application of other insurance. 5. Chapter 1811 of the Texas Insurance Code, Senate Bill 425 82(R) of 2011, states that the above endorsements cannot be on the certificate of insurance. Separate endorsements must be provided for each of the above. 6. All insurance policies shall be endorsed to require the insurer to immediately notify The City of Schertz of any material change in the insurance coverage. 7. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions. 8. Required limits may be satisfied by any combination of primary and umbrella liability insurances. 9. Contractor may maintain reasonable and customary deductibles, subject to approval by The City of Schertz. 10. Insurance must be purchased from insurers having a minimum AmBest rating of B +. 11. All insurance must be written on forms filed with and- approved by the Texas Department of Insurance. (ACORD 25 2010/05). Coverage must be written on an occurrence form. 12. Contractual Liability must be maintained covering the Contractors obligations contained in the contract. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting all endorsements and insurance coverages according to requirements and instructions contained herein. 13. Upon request, Contractor shall furnish The City of Schertz with certified copies of all insurance policies. 14. A valid certificate of insurance verifying each of the coverages required above shall be issued directly to the City of Schertz within ten (10) business days after contract award and prior to starting any work by the successful Contractor's insurance agent of record or insurance company. Also, prior to the start of any work and at the same time that the Certificate of Insurance is issued and sent to the City of Schertz, all required endorsements identified in sections A, B, C and D, above shall be sent to the City of Schertz. The certificate of insurance and endorsements shall be sent to: City of Schertz Emailed to: Purchasing Department iaohlkenuschertz.com 1400 Schertz Parkway Faxed to: 210 -619 -1169 Schertz, TX 78154 JR INSURANCE ' ._ CERTIFICATE OF � ABILITY ^ �" #►��111fwoerrYrrl au�utooa _ 'ftll iiq'IRA�'>� � Is4U�b 146�1A�lUUUI�t�1`pt4 dM IN!'OpilAt#tHN �1.Y AHD OoN!'�ii8 !ip I1i0111811PO�F i�ItR ONR11M�lTG 11iN.17� �1if9 Amf el:t �B e R Ailvfl t N �Tg a T H U416 110.1► I40tk4 AU OWN 1trtltoRNAI Yr Itfhm+i#►illlolfkl►oMHr san'ASI tAtIAI. Plitt ! pml #pge(it�iutdatwid, l(mmit4c�A�►1lphIR1(IIAiYAD,s I�IhQ fofltw Nf +sa#1411�1eI* of(� a P'Oty ball* llaioti Illni f' gtlllo nM #gdonirn�nt� A mllligllsO nlf 110 f:riWWv dam sbl dower � to The aarflAattalfWdalnt'a0 of #untl mlrftfnmA�° -- /1ii rAwsim)APw EEO 141%a i �J : TmM ,Ft93333-000tl M1NlPxeAllefrrt p y3£ewee — utwk— Mf1llRf7l °-• - - - - _.._ -._.. ,�li0�l�l�. l 1� - - V �... 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U0 �fsltalla0 1 � `� 111111g1i0N1[?YfMISt�H$1lYN'' Salleflz, U 10164 Altn, Purohar4rvg pepL. nimwnatiotut!rlmNgrAlnwft F-0 __._ __.. _1AUTiiDRIMIi0NAILNMtiBOUNtllIg� O 1011540101 0090 C(1R1�8ft,'1�'1QN. AlAll flphte rffs►afvoli, AOORD la (J!O WN) Yllo A00Rt1 netno awl kvgo aro IOjglolsrosl nil okv O ACORN (Instructions for completing and submitting a certificate to the City of Schertz) Com: -lete the certificate of insurance with the information listed below: A) Certificate of Insurance date B) Producer (Insurance Agency) Information — complete name, address, telephone information, & email address. C) Insured's (Insurance Policy Holder) Information — complete name & address information D) Insurer (name/names of insurance company) * *(Remember the city requires all insurance companies to be Authorized to do business in the State of Texas be rated by A.M. Best with a rating of B+ (or better) Class VI (or higher) or otherwise be acceptable to the City if not rated by A.M. Best) E) NAIC # (National Association of Insurance Commissioners, a # that is assigned by the State to all insurance companies) F) Insurer letter represents which insurance company provides which type of coverage from D G) General Liability Insurance Policy — must have an (x) in box. Also, "Occurrence" type policy — must have an (x) in the box (occurrence policy preferred but claims made policy can be accepted with special approval) H) This section shall be filled in with "Y" for yes under Additional Insured for all coverages, except for Contractor Liability and Workers' Compensation. There shall also be a "Y" for yes under all coverages for subrogation waived. 1) Automobile Liability Insurance — must be checked for Any Auto, All Owned Autos, Hired Autos J) Umbrella Coverage — must be checked in this section and by occurrence whenever it is required by written contract and in accordance with the contract value. K) Worker's Compensation and Employers Liability Insurance — information must be completed in this section of the certificate of insurance form (if applicable). L) Builder's Risk Policy — for construction projects as designated by the City of Schertz. Professional Liability Coverage — for professional services if required by the City of Schertz. M) Insurance Policy #'s N) Insurance policy effective dates (always check for current dates) 0) Insurance Policy limits (See Insurance Requirements Checklist) P) This section is to list projects, dates of projects, or location of project. Endorsements to the insurance policy(ies) must be provided separately and not in this section. The following endorsements are required by the City of Schertz. (1) Adding the City of Schertz as an additional insured. The "additional insured" endorsement is not required for professional liability and workers compensation insurance; and (2) Waiver of Subrogation (3) Primary and Non - Contributory (4) Cancellation Notice Q) City of Schertz's name and address information must be listed in this section R) Notice of cancellation, non - renewal, or material change to the insurance policy(ies) must be provided to the City of Schertz in accordance with a cancellation notice endorsement to the policy and/or per the policy provisions based on the endorsement adding the city as an additional insured. (Sec. 1811.155, Tex. Ins. Code) S) The certificate must be signed by the Authorized Agent in this section of the certificate form. This is EXHIBIT J, consisting of .1 ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated f I. Special Provisions Paragraph(s)_of the Agreement is /are amended to include the following agreement(s) of the parties: Exhibit) Special Provisions EJCDC® E -545, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 This is EXHIBIT K, consisting of I ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated f I. Amendment To Task Order No. 1. Background Data: a. Effective Date of Task Order- b. Owner: C. Engineer: d. Specific Project: 2. Description of Modifications [include the following paragraphs that are applicable and delete those not applicable to this amendment. Refer to paragraph numbers used in the Agreement or a previous amendment for clarity with respect to the modifications to be made. Use paragraph numbers in this document for ease of reference herein and in future correspondence or amendments.] a. Engineer shall perform the following Additional Services: ] b. The Scope of Services currently authorized to be performed by Engineer in accordance with the Task Order and previous amendments, if any, is modified as follows: ] C. The responsibilities of Owner with respect to the Task Order are modified as follows: ] d. For the Additional Services or the modifications to services set forth above, Owner shall pay Engineer the following additional or modified compensation: [ ] e. The schedule for rendering services under this Task Order is modified as follows: ] f. Other portions of the Task Order (including previous amendments, if any) are modified as follows: t ] [List other Attachments, if any] Exhibit K— Amendment to Task Order EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright ® 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 3. Task Order Summary (Reference only) a. Original Task Order amount: $[ ] b. Net change for prior amendments: $[ ] C. This amendment amount: $[ ] d. Adjusted Task Order amount: $[ ] The foregoing Task Order Summary is for reference only and does not alter the terms of the Task Order, including those set forth in Exhibit C. Owner and Engineer hereby agree to modify the above - referenced Task Order as set forth in this Amendment. All provisions of the Agreement and Task Order not modified by this or previous Amendments remain in effect. The Effective Date of this Amendment is OWNER: By: Title: Date Signed: ENGINEER: By: _ Title: Date Signed: Exhibit K— Amendment to Task Order EICDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright C 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 Ac RO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) illa.� _ 8/2912019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL iNSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh Wortham, a division of Marsh USA, Inc. 131 Interpark Blvd. San Antonia, TX 78216 www.wortheminsurance.com INSURED Ford Engineering Inc 10927 Wye Dr #104 San Antonio TX 78217 I+UM rAU 1 NAME: Cindy Rains _ NNEe,Ftl _ 210593 3634 –� �+uc� poi: 210 920 -2007 aDDDRESS: - _cindy.rains,-: worthaminsurance.com_ INSURER[S] AFFORDING COVERAGE I NAIL# WsURERA: Sentinel Insurance Company _Ltd ( 11000 INSURER B : Hartford Insurance Compariv of_MidW ! 37478 W SURER C : WSURE_R D : INSURER E: INSURER F : W COVERAGES CERTIFICATE NUMBER: 50869453 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR _ _ _ _ ._ _ AGOLTSOgR =T LTR TYPEOFINSURANCE _ItaSfz,ir�:yn' POLICYNUMB_ER PoLILY EFF POLICY EXP LIMITS A = COMMERCIAL GENERAL LIABILITY '65SBAR04020SC ✓ _ __.MMIDDfYYYY_._NIMIDDIYYYY4 3/15!2019 3/15/2020 I EACH OCCURRENCE $$1,000,000 ----i IDAMaG�°TORENTED -® CLAIMS -MADE OCCUR ✓ PREMISESIEacccurrencel $$1 00,000 I MED EXP (Any one person) 1$$10,000 R I PERSONAL & ADV INJURY w I S$1.000000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE i$$2,000,000 ~' POLICY ❑✓ PRO- FI LOC PRODUCTS- COMPIOPAGG i,$$2,DOO,QDD_ -. , 1 OTHER: S _ . is _ AUTOMOBILELIABILnY E CA i WDi NINLEUMIT L $ $1,0- 00,000 ✓ ANY AUTO I I E BODILY INJURY (Per person) , $ OWNED SCHEDULED j AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED PROPERTYUAMAGE j 5 AUTOS ONLY AUTOS ONLY Per accident0,� �S ✓ UMBRELLA LIAR ✓ OCCUR 65SBARO4020SC Y 3/15/2019 3/15/2020 j EACH OCCURRENCE_ $ $5 000,000 EXCE&SLUU3 CLAIMS-MADE! —I I I AGGREGATE $$5,000,000 DED ✓ RETENTION$10,000 ! I _ $ WORKERS COMPENSATION 65WBCZ19782 R PI 3/15/2019 3/15/2020 ✓ STEAR T i AND EMPLOYERS' LIABILITY YIN °E "; - ° ' °E' ANYPROPRIETORIPARTNERIEXECUTIVE 1 NIA �I E.L. EACH ACCIDENT — - $$1,000,000 IOFFICERIMEMSEREXCLUDED7 (MantlatorylnNH) i E.L. DISEASE -EA EMPLOYE $$10p0D 000__ If yes describe tinder DERRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT - I S $7.000.000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H more space Is required) RE: 2019 -016 On Call Engineering Services - Work Orders I Task Orders issued under this Contract CERTIFICATE HOLDER City of Schertz Texas 10 commercial Place Schertz TX 78154 -1634 ACORD 25 (2016103) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Marsh Wortham, a division of Marsh USA, Inc. - 01988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 50669453 122FORDENGI 1 19 -20 PRG / AU / MC I Cindy Rains 1 8/29/2019 2:04:20 EM (CDT) I Page I of I � DATE n A� " CERTIFICATE OF LIABILITY INSURANCE 812912019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the tonne and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s). PRODUCER Marsh Wortham, a division of Marsh USA, Inc. 131 Interpark Blvd. San Antonio, TX 78216 www.worthaminsurance.com INSURED Ford Engineering Inc 10927 Wye Dr 04 San Antonio TX 78217 NAi1i Raine- i COMBlkf SSINGLELIMIT N. Lo. Exq; _ -Cindy _ 210 593 3634 _ _ _ FAX Not: 210920-200 ADDRESS: _cit.rains worth aminsurance.00m BODILY INJURY (Per accident) $ p PROPERTY DAMWdI INSURERS AFFORDING COVERAGE_ NAIC0 INSURER A: Aspen American Insurance Com: an 43460 INSURER B AGGREGATE _� $ INSURER C $ IPER I STATUTE I 1 ERA i INSURER D : $ E.L.DISEASE- EAEMPLOYEE! $$ INSURER E : mrau000 c . I $ COVERAGES CERTIFICATE NUMBER: 50869388 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ILTR _ _ TYPE OF INSURANCE TA DL gUBR — ` POLICY EFF - -POUCY EXP -� 1IN313 WVE) POLICYNUMBER MMIDDIYYYY MMIDOFffVY LIMITS COMMERCIAL GENERAL LUUBILnY EACH OCCURRENCE is _ 7)71MAGETO °R�tTE� —';- -- I CLAIMS -MADE OCCUR PREMISESfEsaxurrencet i $ i -- GEN'L AGGREGATE LIMIT APPLIES PER: POLICY D ECO-- F LOC AUTOMOBILE LIABILFY ANY AUTO OWNED I SCHEDULED AUTOS ONLY AUTOS HIRED --- NON -OWNED AUTOS ONLY 1 AUTOS ONLY UMBRELLALLA13 i OCCUR ,I EXCESS L1AB U. CLAIMS - MADE' f .ED I i RETENTION S I �; riORKERS GOrdPEN5ATION AND EMPLOYERS' LIABILITY YIN - ' ANYPROPRIETORIPARTNEPJFXECUTIVE I OFFICERIMEMBEREXCLUDED? n 1NIA (Mandatory In NH) I Claims Made Policy Form Retroactive Date: 10/1/1978 MED EXP (Any one parson) IS i PERSONAL &ADV INJURY ; $ 'GENERAL AGGREGATE I PRODUCTS -COMPIOPAGG $ $1,000,000 Aggregate $10,000 Deductible DESCRIPTION OF OPERATIONS J LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H more space Is required) Project: 2019 -016 On Call Engineering Services - Work orders / task orders issued under this contract CERTIFICATE HOLDER City of Schertz Attn Purchasing Dept 1400 Schertz Parkway Schertz TX 78154 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Marsh Worthem, a division of Marsh USA, Inc. ®1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 50869368 122FORDLFNGI 1 1e -19 Professional Liability I Cindy Rains 1 6/29/2019 2:012S5 PM (CDT) I Page 1 of 1 I$ i COMBlkf SSINGLELIMIT - $ Ee eccident)= I BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ p PROPERTY DAMWdI $ Pereodlenh _ [EACH OCCURRENCE $ AGGREGATE _� $ $ IPER I STATUTE I 1 ERA i E.L. EACH ACCIDENT $ E.L.DISEASE- EAEMPLOYEE! $$ I E.L. DISEASE - POLICY LIMIT I $ $1,000,000 Aggregate $10,000 Deductible DESCRIPTION OF OPERATIONS J LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H more space Is required) Project: 2019 -016 On Call Engineering Services - Work orders / task orders issued under this contract CERTIFICATE HOLDER City of Schertz Attn Purchasing Dept 1400 Schertz Parkway Schertz TX 78154 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Marsh Worthem, a division of Marsh USA, Inc. ®1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 50869368 122FORDLFNGI 1 1e -19 Professional Liability I Cindy Rains 1 6/29/2019 2:012S5 PM (CDT) I Page 1 of 1 C CERTIFICATE OF INTERESTED PARTIES Complete Nos, 1- 4 and 6 If there are interested panties. Complete Nos. 1, 2, 3, S. and 6 if there are no Interested parties. i Name of business entity filing form, and the city, state and country of the business entity's place of business. Ford Engineering, Inc. San Antonio, TX United States 2 Name of governimental entity or state agency that is a party to the contract for which the-form is being filed. City of Schertz, Texas FORM 1295 101`1 1 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2019 - 534686 Date Filed- D8129=19 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 2019 -016 On-Call Engineering Civil Engineering Nature of Interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling i Intermediary 5 Check only if there is NO Interested Party. X 6 t1NSWORN DECLARATION My name is Mark R. hill, P.E. and my dale of birth is 02/10/1975 My address is 10227 We Dr. Suite 104 San Antnnin X, 78217 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Bexar county, state of Texas on the 29th day of August , 20 19 (month) (year) Forms provided by Texas Ethics Commission Signature of authorized agent of contracting business entity (Declarant) www.ethics.state,tx.us Version FORD ENGINEERING, INC. SCHEDULE OF FEES 2019 DISCIPLINE HOURLY RATE Principal $200.00 Sr. Civil Engineer (PE) $175.00 Sr. Project Manager (PE) $165.00 Project Manager (PE) $150.00 Project Coordinator (EIT) $100.00 Design Tech $ 90.00 CARD Technicians $ 85.00 Clerical/Administrative $ 65.00 Expert Witness Testimony (RPLS) $175.00 Registered Professional Land Surveyor (RPLS) $165.00 Survey Technician/CADD $ 85.00 One - Person Survey Crew $125.00 Two - Person Survey Crew $145.00 Three- Person Survey Crew $170.00 Four- Person Survey Crew $195.00 Property Research & Doc. Service $ 75.00 Mobilization $200.00 Mileage (per mile rate) $ .58 TBPE No. F -1162 TBPLS No. 10018400 CS w O w RESOLUTION NO. 14 -R -134 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AND APPROVING PROFESSIONAL SERVICES AGREEMENTS WITH FORD ENGINEERING, INC., HALFF ASSOCIATES, INC., EIMLEY -HORN AND ASSOCIATES, INC., AND UTILITY ENGINEERING GROUP, PLLC. FOR ON -CALL ENGINEERING SERVICES AND ALL MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City ) has determined that the City requires a professional services agreement with Ford Engineering, Inc., Halff Associates, Inc., Kimley -Horn and Associates, Inc., and Utility Engineering Group, PLLC, relating to on -call engineering services for the City; and WHEREAS, City staff has determined that Ford Engineering, Inc., Halff Associates, Inc., Kimley -Horn and Associates, Inc., and Utility Engineering Group, PLLC, are qualified to provide such services for the City; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Ford Engineering, Inc., Halff Associates, Inc., Kimley -Horn and Associates, Inc., and Utility Engineering Group, PLLC, pursuant to the Professional Services Agreement for Engineering Services attached hereto as Exhibit A (the "Agreement "); and WHEREAS, the agreements for On -Call Engineering Services will remain in force for three years: October 1, 2019 through September 30, 2022 with the option to renew the contract up to two terms of one year each. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Professional Services Agreement with Ford Engineering, Inc., Halff Associates, Inc., Kimley -Horn and Associates, Inc., and Utility Engineering Group, PLLC, in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 24st day of September, 2019. CITY OF (` TZ, TEXAS XC . el Carpenter, Mayor ATTEST: Bml,lda Dennis, City Secretary to �. 50506987.1 Exhibit B This is Task Order No. , consisting of 5 pages. Task Order In accordance with Paragraph 1.01 of the Agreement Between Owner and Engineer for Professional Services — Task Order Edition, dated 10 -9 -2019 ( "Agreement "), Owner and Engineer agree as follows: 1. Background Data a. Effective Date of Task Order: b. Owner: City of Schertz C. Engineer: Ford Engineering d. Specific Project (title): Corbett Ground Storage Tank e. Specific Project (description): New 3.0 Million Gallon GST and pump station. 2. Services of Engineer A. The specific services to be provided or furnished by Engineer under this Task Order are: as follows: Scope of services as set out in the attached letter of proposal. B. Resident Project Representative (RPR) Services Does not apply. C. Designing to a Construction Cost Limit Does not apply D. Other Services Engineer shall also provide the following services: None E. All of the services included above comprise Basic Services for purposes of Engineer's compensation under this Task Order. Task Order Form EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 3. Additional Services A. Additional Services that may be authorized or necessary under this Task Order are: those services (and related terms and conditions) set forth in Paragraph A2.01 of Exhibit A, as attached to the Agreement referred to above, such paragraph being hereby incorporated by reference. 4. Owner's Responsibilities Owner shall have those responsibilities set forth in Article 2 of the Agreement and in Exhibit B, subject to the following: N /A. 5. Task Order Schedule In addition to any schedule provisions provided in Exhibit A or elsewhere, the parties shall meet the following schedule: Party Action Schedule Engineer Furnish 1 digital review copy of the Study and Within 10 work weeks of Owner's Report documents to Owner. authorization to proceed with Study and Report Phase services. Owner Submit comments regarding S to Engineer. Within 14 days of the receipt of Study and Report from Engineer. Engineer Furnish 1 digital review copy of the Within 10 work weeks of Owner's Preliminary Design Phase documents, opinion authorization to proceed with Preliminary of probable Construction Cost, and other Design Phase services. Preliminary Design Phase deliverables to Owner. Owner Submit comments regarding Preliminary Within 14 days of the receipt of Design Phase documents, opinion of probable Preliminary Design Phase documents, Construction Cost, and other Preliminary opinion of probable Construction Cost, Design Phase deliverables to Engineer. and other Preliminary Design Phase deliverables from Engineer. Engineer Furnish I1 digital copy of the revised Within 2 work weeks of the receipt of Preliminary Design Phase documents, opinion Owner's comments regarding the of probable Construction Cost, and other Preliminary Design Phase documents, Preliminary Design Phase deliverables to opinion of probable Construction Cost, Owner. and other Preliminary Design Phase deliverables. Engineer Furnish 1 digital copy of the final Drawings Within 12 work weeks of Owner's and Specifications, assembled drafts of other authorization to proceed with Final Construction Contract Documents, the draft Design Phase services. bidding - related documents (or requests for Task Order Form EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services — Task Order Edition. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 6. Payments to Engineer A. Owner shall pay Engineer for services rendered under this Task Order as follows: Description of Service proposals or other construction procurement documents), and any other Final Design Phase deliverables, to Owner. Basis of Compensation Owner Submit comments and instructions regarding Within 14 days of the receipt of the final a. Preliminary — (A1.02, A1.03) the final Drawings and Specifications, Drawings and Specifications, assembled l a. Preliminary— (A1.02, A1.03) assembled drafts of other Construction drafts of other Construction Contract b. Final Design — (A1.02, A1.03) Contract Documents, the draft bidding - related Documents, the draft bidding - related i C. Bidding or Negotiating - (A1.04) documents (or requests for proposals or other documents (or requests for proposals or d. Construction Phase 5 (A1.05)* construction procurement documents), and other construction procurement TOTAL COMPENSATION (lines 1.a -c) any other Final Design Phase deliverables, to documents), and any other Final Design 2. Additional Services (Part 2 of Exhibit A) Engineer. Phase deliverables from Engineer. Engineer Furnish ,I digital copy of the revised final Within 30 days of the receipt of Owner's Drawings and Specifications, assembled comments and instructions regarding the Construction Contract Documents, bidding- final Drawings and Specifications, related documents (or requests for proposals assembled drafts of other Construction or other construction procurement Contract Documents, the draft bidding - documents), and any other Final Design Phase related documents (or requests for deliverables, to Owner. proposals or other construction procurement documents), and any other Final Design Phase deliverables 6. Payments to Engineer A. Owner shall pay Engineer for services rendered under this Task Order as follows: Description of Service Amount Basis of Compensation 1. Basic Services (Part 1 of Exhibit A) a. Preliminary — (A1.02, A1.03) $114,251.00 Lump Sum l a. Preliminary— (A1.02, A1.03) $141,877.00 Lump Sum b. Final Design — (A1.02, A1.03) $114,587.00 Lump Sum i C. Bidding or Negotiating - (A1.04) $22,516.00 Lump Sum d. Construction Phase 5 (A1.05)* $73,034.00 Lump Sum TOTAL COMPENSATION (lines 1.a -c) $466,265.00 2. Additional Services (Part 2 of Exhibit A) (N /A) Hourly rates *Based on a 24 -month continuous construction period. Compensation items and totals based in whole or in part on Hourly Rates or Direct Labor are estimates only. Lump sum amounts and estimated totals included in the breakdown by phases incorporate Engineer's labor, overhead, profit, reimbursable expenses (if any), and Consultants' charges, if any. For lump sum items, Engineer may alter the distribution of compensation between individual phases (line items) to be consistent with services actually rendered, but shall not exceed the total lump sum compensation amount unless approved in writing by the Owner. The terms of payment are set forth in Article 4 of the Agreement and in the applicable governing provisions of Exhibit C. Task Order Form EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Pase 3 7. Consultants retained as of the Effective Date of the Task Order: 8. Other Modifications to Agreement and Exhibits: 9. Attachments: a. Letter of Proposal date 4 -15 -2021 10. Other Documents Incorporated by Reference: 11. Terms and Conditions Execution of this Task Order by Owner and Engineer shall make it subject to the terms and conditions of the Agreement (as modified above), which Agreement is incorporated by this reference. Engineer is authorized to begin performance upon its receipt of a copy of this Task Order signed by Owner. The Effective Date of this Task Order is [ ]. OWNER: ENGINEER: By: By: %&VIL...w Print Name: Print Name: Mark B. Hill, PE Title: Title: President Engineer License or Firm's Certificate No. (if required): 94904 State of: Texas DESIGNATED REPRESENTATIVE FOR TASK ORDER: DESIGNATED REPRESENTATIVE FOR TASK ORDER: Name: Name: Mark B Hill, PE Title: Title: President Address: Address: 10927 Wye Dr, Suite 104, San Antonio, Texas E -Mail E -Mail Address: Address: mark @fordengineering.com Task Order Form EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services — Task Order Edition. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 Phone: Phone: Task Order Form EJCDC® E -505, Agreement Between Owner and Engineer for Professional Services —Task Order Edition. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 ORD ENGINEERING, INC April 15, 2020 City of Schertz Engineering 10 Commercial Place, Bid 2 Schertz, TX 78154 Attn: Ms. Kathryn J. Woodlee, PE Re: City of Schertz — On -Call Civil Engineering Services Agreement Proposal — Corbett Ground Storage Tank Ford Engineering, Inc. is pleased to provide this proposal for professional engineering services to the City of Schertz for the design of the ground storage tank and associated pump station at the Corbett Booster Station site located at 12191 Ray Corbett Dr, Schertz, Texas. FEI's understanding of the scope of work is generally as follows: The City desires to construct a 3.0 million gallon ground storage tank (GST) with a pump station. The GST is anticipated to be a prestressed wire wound ground storage with TCEQ mandated accessories: roof vents, manways; drains; sample connections; access ladders; overflows; and liquid level indicators. The GST design will follow American Water Works Association (AWWA) standard D110, "Wire- and Strand - Wound, Circular, Prestressed Concrete Water Tanks ". The GST is anticipated to be filled by the SSLGC water transmission line terminating onsite. The pump station will be designed to fill the onsite elevated storage tank as well as have the capacity to fill the East Live Oak water plant as a redundant source or water. The pumps station is anticipated to include two (2) new variable speed drive (VSD) pumps, valves, piping, and flow meters. A water analysis of the project will include the analysis of the removal of Ware Seguin pumpstation from the system, and the removal of the Deer Haven Tank from the system. Electrical improvements include a backup generator, switchgear, MCC's, low and medium voltage wiring and SCADA controls to be located in a new building, and lighting are also part of the scope of work. Pumps designed per the Hydraulic Institute and AMA standards. Structural improvements for the switchgear of the VSD pumps may include an equipment building, a canopy structure, or the equipment may be housed in the pillar of the composite elevated storage tank. 10927 WYE DRIVE SUITE 104 SCHERTZ, TX 78217 P. (210) 590 -4777 F. (210) 590 -4940 1- 800 - 332 -3109 www.fordengineering.com TBPE No. F -1 162 TBPLS No. 10018400 ORD ENGINEERING., INC Additionally, the City would like to install hot box covers for pump valves at this site and others. The location and quantity is to be included in the construction documents as additive alternates. Services to include: • Survey (topographical and tree survey) • Geotechnical study. • Hydraulic Analysis of the system and Sizing of pumps to meet system curve and demand. • Design of the layout for pumps, valves, meters, pressure gauges, fittings, and piping for new pump station. • Design of electrical supply for new pumps, SCADA instrumentation and controls, and lighting for new pump station, switchgear, and controls building • Sizing of switchgear facilities, conduit and instrumentation for pumps, valves, and meters. Providing an electrical load analysis. Providing heat pump sizing for controls building. • Structural design of pump station foundation, switchgear foundation and controls building, controls building or canopy over new switchgear. • Verification of site plan submittal requirements for Schertz Planning Dept. • No new fencing, no cameras, no parking or gate improvements will be required. • No chlorine or fluoridation treatment is currently provided at this site. Chemical treatment is not to be include with this project. Report & Study Phase, Preliminary Design, Final Design, Bid, and Construction Phase Services as described below and as required by the Professional Services Agreement, will be provided with accompanying cost estimates and specifications preparation. Proiect Scope Study and Report Phase: Surrey of the project area will be required to identify improvements made in the recent elevated tank construction and the addition of the SSLGC transmission main and building. FEI will establish horizontal and vertical control for the project. As geotechnical subconsultant, SCI Engineering, Inc. will provide seven (7) geotechnical samplings. Five samplings, per ACI 372r, with at perimeter borings up to 30 -feet deep, and one at the center of the proposed tank location at 60 -feet deep. Additionally, one bore at the pump pad and one bore at the equipment structure. Geotechnical engineering report will provide the recommended parameters for the foundation design of the tank and the other structures, identify groundwater, potential soil settlement, PVR, and applicable engineering characteristics for the design of the GST and structures. The Ford Engineering, Inc. design team will provide the system head curves to pump to the E. Live Oak elevated storage tank and the on -site elevated storage tank. A water analysis of the project will include the analysis of the removal of Ware Seguin 10927 WYE DRIVE SUITE 104 SCHERTZ, TX 78217 P. (210) 590 -4777 F. (210) 590 -4940 1- 800 - 332 -3109 www.fordengineering.com T3PE No. F -1162 TBPLS No. 10018400 ORD ENGINEERING, INC pumpstation from the system. A water network analysis of the project will include the analysis of the removal of Deer Haven tank from the system. The Ford Engineering, Inc. design team will provide the preliminary design and layout of the new GST and pump station, and size the pumps, valves, meters, and piping to meet the system curve as determined above and meet Schertz production standards. Options of pump curves and configurations will be provided that will meet the determined system curve. With VSD as a design criteria, the design team will provide options and recommendation for the electrical improvements, including incoming 480V electrical service, options for VFDs, switchboard, generator sizing, SCADA, and building /cooling for the VFDs and other major electrical equipment; Coordinate with local Utility for incoming 480V power to the Pump Station; Run heat load on equipment building with new VFDs; Preliminary equipment selection (assume using packaged air - cooled DX units, wall packs or ground mounted RTU). The design team will provide options for equipment structures (canopy or enclosed building). The Ford Engineering Inc. design team will develop a project program including schematic layouts and drawings in sufficient detail to determine the project's feasibility and opinion of probable cost of the various project components The project site will be reviewed for compliance with current City standards. The drainage report provided with the elevated storage tank construction project will be updated to the City's current drainage criteria of Atlas 14 data. Preliminary Design Phase Ford Engineering, Inc. design team will perform additional spot field survey as determined necessary during the Report Phase. Project Program Ford Engineering, Inc. design team will prepare plans and supporting documents in sufficient detail for review and comment to identify potential design or construction or operational problems and provide appropriate resolutions, following the project program set forth in the Report Phase. Plans included will be according to the scope of work set forth in the contract and as outlined in the report. Ford Engineering, Inc. design team will provide an opinion of probable construction cost based on the plan and supporting documents. The OPCC will include the construction items found in the plans and documents prepared as part of this phase. Hard copy and digital copies of the plans and supporting documents for review and comments will be submitted to the City. All drawings shall be submitted on standard 22x34 unless otherwise requested by Schertz. All comments from review will be addressed and resubmitted to Schertz for approval in a narrative form. 10927 WYE DRIVE SUITE 104 SCf1ERTZ, TX 78217 P. (210) 590 -4777 F. (210) 590 -4940 1- 800 - 332 -3109 www.fordengineering.com TBPE No. F -1162 TBPLS No. 10018400 ORD ENGINEEffiNG, INC Upon approval, a full copy of the Preliminary plans and supporting documents will be submitted to the necessary public utility companies with a request for review and comment; comments received will be added to the Final Design Phase package. Final Design: Project Program Ford Engineering, Inc. design team will prepare detailed Construction Plans and specifications, instruction to bidders, general provisions, proposal and other documents necessary for the City to advertise for bid. A control narrative for the new pump station will be provided in the specifications. Ford Engineering, Inc. design team will provide an opinion of probable construction cost based on the plan and supporting documents. The OPCC will include the construction items found in the plans and documents prepared as part of Final Design. Ford Engineering, Inc. design team will furnish hard copy and digital sets of Final Design plans, specifications, and supporting bid documents for review and comment. All Final Design Phase Drawings will be submitted on standard 22x34 unless otherwise requested by the City. Ford Engineering, Inc. design team will resubmit and address all comments and respond to said comments in a narrative form. Permitting Ford Engineering will prepare and submit for permitting with the City and TCEQ, as needed. Bid Phase FEI will provide the City with bid documents, addenda, and responses to the bidders questions. FEI will attend a pre - submittal meeting, review submitted bids, and provide a bid tabulation and recommendation for award. Construction Phase Our design team will attend a pre- construction conference with the City and selected contractor. During construction, Ford Engineering, Inc. will provide limited RPR services, per Exhibit D of the engineering services contract, with the exception of work described under 11.b. It is anticipated that a representative of Ford Engineering, Inc. will be onsite twice a month to observe for general conformance to the plans. FEI anticipates the following services: • Review schedules, shop drawings, sample submittals, and schedule of values • Attend monthly progress meeting • Review pay applications and schedules and provide recommendations to the City 10927 WYE DRIVE SUITE 104 SCHERTZ, TX 78217 P. (210) 590 -4777 F. (210) 590 -4940 1- 800 - 332 -3109 www.fordengineering.com TBPE No. F -1162 TBPLS No. 10018400 ORD ENGINEERING, INC • Response to RFIs from contractor and provide clarification as needed. Should any field alteration or change orders arise, FEI will draft change orders, directives, provide appropriate estimates and obtain back up documentation from the contractor • Participate in the start -up of the pumps, review O &M manuals • Provide Determination of Required Special Inspections Section 1704 • Upon completion of the project, FEI will assist in the preparation of punch -list items and the review of the final construction. It is understood that the City will provide 3rd party special inspections and material testing, and those services are not included in this proposal. Design Phases It is anticipated that compete design of the project from the notice to proceed to the preparation of bid documents will require approximately 32 work weeks. Study and Report — 10 weeks Preliminary Design Phase — 12 weeks Final Design Phase — 10 work weeks Bid Phase — 4 work weeks Construction Phase — 24 calendar months Engineering Fee Compensation for these services will be in the amount of $466,266.00 which will cover all costs associated with the scope described above, as further detailed in the attached Project Work Plan and Fee Proposal Breakdowns. Additional services and significant changes will be compensated for as provided by Schedule of Fees in the agreement for Engineering Services between the City of Schertz and Ford Engineering, Inc. dated October 9, 2019. Fees payable to permitting agencies will be the responsibility of the City. Should there be any questions or if further information is needed, please do not hesitate to call us at 210 - 590 -4777. Sincerely, FORD ENGINEERING INC. i&I'k- Mark B Hill, P.E. Encl: Project Work Plan and Fee Proposal Breakdown— Ford Engineering, Inc. 10927 WYE DRIVE SUITE 104 SCHERTZ, TX 78217 P. 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O y c m 0- O C U N W Q N CO oC7U N N C cLLiL c 00 LJJO 0 00 N 0 0 0 y 0 E 0 0 Ofoo U� U`rL6 Q 3 r0 I!P m G E8ERN 'T I,;I-I-gr INIvINIvI'r1,N ■F;'] ■0000■®■ ■G O y ((f L a :O m N 16 M I a E _ c o c m a c c I N a E rn tv E N O � U N L Q 3 Q o c o r- m m (6 U N O U N J d C N O m U a Z m E oC3 c o U �' V •C j O LP O m c N ca a a3i m-0 o > cin0 aai U- FL m' > D-1 0 j5H Co a c= 0 �oU�o`a1°m 4. m .. d 0-7 3 c d N a O L nt{ a iE E •0 •� - N Q a V O (oA Cn LL LL Q Q CL a- � 6 0 0 O o r O o O O O U a I I I I I \ CL } kEL ju \ / �w 0 %88\q%Sg8 % q f» s 2LU R Rk /Sas §S§ ®k �R Ld e_ f 22RR5 (QfRc _G m to 61) k \ / $ x � & - I §�= c�) 7m� o�(D; , w a kcE ■ �2g § * o co i> I / � o m U) ) / o ._ o ± 8 CO § 0 o n .c \ .T co 0 _ Ch < ® _ q b g o 8 Ra $$� < - 7 o � _ _ ®~ -° ~«_- CN § z 7 _ _ -bs 2 $ ° ° ell ) k § _ - _ @ \ q 2 � / \ 0 / a � . . . � cm � 2 E /2 CL ) k Ef = m « - £_ �t c § ,E� R� 2 r k z CL V) \ \\ \a § % -6 w ' « \ \ : < LU f ) J{ k \ § -& I$) ®§ © @ \} - \ =ke�ao §�£�E_= f 2 ¥ _ a_ cic ECL «2�� >»&e § au = °°20000 C=- a) t o � ,- e\ ■ ,QA�ma »� -f=] §_ 5@ %_ w o ;§2§2 w4) > $� aE -R LU z �� L.26- o e (D 4) a) w a. c LL e /� a k_ LL LU < § §22 § §§�\k\k /) k )j\ m u �0C—i - fo- ndww �� E,g U) Cl) \ CL } kEL ju \ / March 24, 2021 Mr. Mark B. Hill, P.E. Ford Engineering, Inc. 10927 Wye Drive, Ste. 104 San Antonio, Texas 78217 RE: Revised Geotechnical Exploration Proposal Corbett Elevated Tank Project Schertz, Texas SCI No. 2021- 0327.10, Task 100 Dear Mr. Hill: SCI ENGINEERING, INC. EARTH • SCIENCE SOLUTIONS GEOTECHNICAL ENVIRONMENTAL NATURAL RESOURCES CULTURAL RESOURCES CONSTRUCTION SERVICES At your request, SCI Engineering, Inc. (SCI) is providing this revised Geotechnical Exploration proposal for the above - referenced project. The purpose of our geotechnical services will be to explore the subsurface conditions and develop design and construction recommendations for the foundations and earth - related phases of the project. PROJECT DESCRIPTION SCI understands that a new ground storage tank and pump station are currently being planned for a site located at 12191 Ray Corbett Drive in Schertz, Texas. The site is currently undeveloped, relatively level, agricultural land. Based on the information provided, the pre- stressed, wire - wound, concrete, ground storage tank will be 100 feet in diameter, with a capacity of 3.0 million gallons. We anticipate the tank's slab foundation will be supported on deep foundations, such as drilled piers. The pump station is proposed northwest of the proposed tank, with an approximate 900 - square -foot footprint. Additionally, a structure is planned to house the switch gear. Grading plans were not available at the time of this proposal; however, we anticipate that minor grading will be required under the storage tank and pump station footprints. Structural loads were not available at the time of this proposal; however, we anticipate that the tank will be heavily loaded, on the order of 20 to 25 kips per linear foot, around its perimeter. SCOPE OF SERVICES As requested, a total of seven boring will be performed for this field investigation, which will be located in the field using a handheld global positioning system. The ground surface elevation at the boring location will be interpolated using the most recent topographic plan made available to us, if more accurate data is required, we recommend that a surveyor be retained to acquire the ground surface elevation. We will then explore the subsurface conditions by drilling one boring at the center of the tank's footprint to a depth of 60 feet and four borings around the tank's perimeter to a depth of 30 feet. If auger refusal is encountered within the tank borings prior to achieving the target depths, the borings will be advanced using rock core methods. We will also drill one boring at the pump station and one at switch gear house to a 9330 Corporate Drive, Suite 610, Selma, Texas 78154 ■ 210S60SCIE (7243) www.sciengineering.com Mr. Mark B. Hill, P.E. 2 March 24, 2021 For Engineering, Inc. SCI No. 2021 - 0327.10 depth of 20 feet, unless auger refusal terminates drilling at a shallower depth. The boring will be sampled with either undisturbed Shelby Tube or Standard Penetration Test (SPT) samples at 2 -foot intervals in the upper 10 feet and at 5 -foot intervals thereafter. A geotechnical engineer or geologist will log the boring and provide direction for sampling. The borehole will be backfilled with soil cuttings. Upon completion of the field exploration, the samples will be transported to our laboratory for classification and characterization. We will measure the moisture content of each cohesive sample. Hand penetrometer values, which provide an indication of strength, will be obtained for each apparently intact cohesive sample. Atterberg limits tests will be performed on selected samples to aid in classification and assess the volume change characteristics of the subgrade soils. Natural density tests, and/or unconfined compression tests to provide additional strength information, will be performed on selected Shelby tube samples. Unconfined compression tests will be performed on select rock core samples as well. The results of the field exploration and laboratory testing will be analyzed by our Geotechnical Engineer. Our findings and recommendations, along with supporting data, will be presented in a formal report, which will address each of the following: • Foundation design parameters, including allowable end - bearing, skin friction, and uplift resistance; • Allowable bearing pressures and depths for shallow, slab -on -grade and spread footing, foundation support; • Recommended parameters for the lateral analysis of the piers (SCI can also provide LPILE analysis once the pier configurations are selected; however, this service is outside of our currently proposed scope); • Seismic coefficients for building design according to the appropriate International Building Code; • Allowable bearing pressures and depths for shallow, slab -on -grade and spread footing, foundation support; • Anticipated settlement based on general soil characteristics; • Shrink/swell potential of subgrade soils; • Slab design criteria; • General location, description, and disposition of existing fill materials, if encountered; • Influence of groundwater and/or bedrock, if encountered, on design and construction; • Structural fill considerations, including the suitability of on -site soils for use and engineering criteria for placement, and; • Site development and geotechnical construction recommendations. Mr. Mark B. Hill, P.E. 3 March 24, 2021 For Engineering, Inc. SCI No. 2021 - 0327.10 COST AND SCHEDULE We will provide the above - mentioned services for a lump -sum fee of $7,800.00. If bedrock is encountered within the tank borings, an additional fee of $75.00 per foot of rock core will be applied to achieve their target depths. We will schedule the fieldwork following your verbal authorization of this proposal, and should be able to start drilling the site, weather permitting, about a week thereafter. We anticipate that the exploration will be completed in one day; however, we cannot mobilize the drill rig unless formal authorization has been received. Laboratory testing and report preparation will require approximately two to three weeks following the field exploration; however, verbal findings should be available within a few days after completion of the drilling. Our estimated schedule assumes SCI personnel will be allowed access to the site within five working days from formal authorization. While SCI feels this estimated timeframe is sufficient to complete our proposed scope, factors beyond our control related to current events (i.e. quarantines, government restrictions to movement, large scale impact to SCI or subcontractor workforce) may impact this schedule. If such an issue arises, SCI will notify you as soon as possible. Conditions and Considerations • The above fee is based on a maximum of 220 feet of soil drilling. If the encountered subsurface conditions indicate that more than the planned total of soil drilling would be beneficial, and you authorize additional exploration, it would be provided for $25.00 per foot for soil drilling and $75.00 per foot for rock coring. No costs associated with permits are included in this proposal. • Our fee, which is valid for up to 90 days from the date of this proposal, does not include out -of -scope services that might be added during the course of our work; nor does it include additional services that might be requested following completion of our report, such as attendance at project meetings; subsequent consultation; or review, signing, and sealing of project plans. Such services will be provided in accordance with the enclosed Acceptance of Proposal for Professional Services, and billed at our then- current hourly rates, or as otherwise agreed. • This proposal assumes that you will provide site access authorization, including access to the proposed boring locations for a conventional, rubber- tired, truck mounted drill rig. No clearing, grading, or other removal of site obstacles, has been included in this proposal. • We will contact the Texas 811 One -Call system to have the locations of public utilities marked; however, privately owned, below - grade, utility lines within the project area are the responsibility of the owner. We shall only be responsible for utilities brought to our attention prior to drilling. SCI can provide a private utility locate for an addition fee of $1,000.00, if necessary. CLIENT RESPONSIBILITIES AND AUTHORIZATION If the work order outlined herein is acceptable, please provide formal authorization to proceed by completing, signing, and returning the enclosed Acceptance of Proposal for Professional Services sheet. This sheet provides important information regarding report distribution and invoicing. Formal authorization is necessary prior to initiation of the activities outlined herein. SCI services will be performed for the signatory of the enclosed form. Written consent must be provided by SCI should anyone other than the client (signatory) wish to excerpt, or rely on, the results of our activities. The enclosed General Terms and Conditions will also apply to any future services you authorize for this project. Mr. Mark B. Hill, P.E. 4 March 24, 2021 For Engineering, Inc. SCI No. 2021- 0327.10 We appreciate the opportunity to be of service to you on this project. Please call if you have any questions; if you would like to discuss the above scope or schedule in any way; or if you would like us to address environmental services, archaeological or wetlands issues, or construction testing and observation. Respectfully Sandeep K. Malla St ineer, E. T. Shawnna L. Erter, P.E., D. GE, F, ASCE Vice President SKM /CJC /SKE/hmm Enclosures Acceptance of Proposal for Professional Services General Terms and Conditions \\ scieng \shared\Projects\2021\2021 -0327 Corbett Elevated Tank ProjectTinanciaR10 \Corbett Elevated Tank Project -Revised GS ProposaLdocx SCI ENGINEERING, INC. 9330 Corporate Drive, Suite 610 Selma, Texas 78154 210 - 660 -SCIE (7243) www.scienglneering.com ACCEPTANCE OF PROPOSAL FOR PROFESSIONAL SERVICES Project Name: Corbett Elevated Tank Project — Geotechnical Exploration Project Number: 2021 - 0327.10 Task 100 / SKM Fee: Please indicate your selection by placing a check mark in the appropriate box below: Geotechnical Exploration & Report Preparation $7,800.00 ❑ Rock Coring to Achieve Target Depths in Tank Borings $75.00 per foot ❑ Private Utility Locate $1,000.00 ❑ Please provide formal authorization to proceed by completing, signing, and returning this form. The attached terms and conditions will apply to the services outlined in the accompanying proposal. Accepted By: Name and Title: Address: Signature: City, State, Company Name: Telephone: Date: Email: Party responsible for payment: (if different than Accepted By) Name and Title: Address: Signature: Company Name: Date: City, State, Telephone: _ Report Distribution (Note: Additional printed report copies after final submittal will be billed at $25.00 each) Company and Contact Name: Address (Printed) or Email (Electronic): No. Printed Reports NOTICE TO OWNER: (FOR SITES IN MISSOURI ONLY) FAILURE OF THIS CONTRACTOR TO PAY THOSE PERSONS SUPPLYING MATERIAL OR SERVICES TO COMPLETE THIS CONTRACT CAN RESULT IN THE FILING OF A MECHANIC'S LIEN ON THE PROPERTY WHICH IS THE SUBJECT OF THIS CONTRACT PURSUANT TO CHAPTER 429.RSMo. TO AVOID THIS RESULT YOU MAY ASK THIS CONTRACTOR FOR "LIEN WAIVERS" FROM ALL PERSONS SUPPLYING MATERIAL OR SERVICES FOR THE WORK DESCRIBED IN THIS CONTRACT. FAILURE TO SECURE LIEN WAIVERS MAY RESULT IN YOU PAYING FOR LABOR AND MATERIAL TWICE. SCI ENGINEERING, INC. 9330 Corporate Drive, Suite 610 Selma, Texas 78154 Ul 210- 660 -SCIE (7243) www.sciengineering.com GENERAL TERMS AND CONDITIONS 1. ACCEPTANCE OF AGREEMENT The terms and conditions of the agreement between the client and SCI ENGINEERING, INC. (hereinafter called SCI) are detailed below and have been established to allocate risks between both. For the purposes of convenience, the client may choose to orally authorize our service, in which case the client agrees that the verbal agreement constitutes formal acceptance of the terms and conditions detailed below. Subsequent to an agreement by both parties to perform the services, modifications to the terms and conditions are prohibited. 2. SITE ENTRY You, the Client, will provide for right of entry of SCI or employees of firms working under the direction of SCI, and all necessary equipment, in order to perform the work. Although SCI will exercise reasonable care in performing its services, the Client understands that use of testing or other equipment may unavoidably cause some damage, the correction of which is not part of this agreement. The client agrees, to the fullest extent permitted by law, to indemnify and hold harmless SCI and its subconsultants against any damages, liabilities, or costs, arising or allegedly arising from procedures associated with testing or investigative activities to the fullest extent permitted by law. If you desire or require us to restore the site to its former condition, upon written request, we will perform such additional work as is necessary and you agree to pay all costs incurred. SUBSURFACE STRUCTURES OR UTILITIES The Client will furnish to SCI information identifying the type and location of utility lines and other man -made objects beneath the site's surface. SCI will take reasonable precautions to avoid damaging these man-made objects. You agree to waive any claim against SCI, and to defend, indemnify and hold SCI harmless from any claim or liability for injury or loss allegedly arising from SCI's damaging underground utilities or other man-made objects that were not called to SCI's attention, or which were not properly located on plans furnished to SCI. 4. SAMPLES Soil, rock, water, or other samples obtained from the project site are your property. SCI shall preserve such samples for no longer than thirty (30) calendar days after the issuance of any document that includes the data obtained from them, unless other mutually agreed arrangements are documented. Concrete test specimens will be discarded after testing. If project specification strengths are met, "hold" cylinders will be discarded at that time. If in SCI's opinion any of the samples collected may be affected by regulated contaminants, SCI shall package such samples in accordance with applicable law and client shall arrange for lawful disposal procedures. SCI shall not, under this agreement, arrange for or be responsible for the disposal of substances affected by regulated contaminants. Furthermore, unless detailed in a specific work scope, SCI is not responsible for any soil cuttings or produced groundwater generated for the purpose of sample collection that may be affected by regulated contaminants that are left at a job site and were generated for the collection of soil and groundwater samples. SCI will, at the client's request, help the client identify appropriate alternatives for the off -site treatment, storage, or disposal of these materials, for additional fees. 5. GENERAL LIABILITY AND LIMITATION SCI agrees to hold you harmless and to indemnify you on account of any liability due to bodily injury or property damage to the extent directly caused by our negligent operational acts, but such hold harmless and indemnity will be limited to that covered by our comprehensive general liability insurance. At your request, SCI will provide certificates evidencing such coverage and will purchase additional limits of liability that you may require as a separate cost item to be borne by you. You shall not be liable to SCI and SCI shall not be liable to you for any consequential damages incurred by either due to the fault of the other, regardless of the nature of this fault, or whether it was committed by you or SCI, their employees, agents, or subcontractors. Consequential damages include, but are not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation or any other consequential damage that any party may have incurred from any cause of action, including, but not limited to negligence, strict liability, breach of contract, or breach of warranty. 6. SHARED RISK ALLOCATION The Client and SCI agree to allocate certain of the risks so that to the fullest extent permitted by law, SCI's total aggregate liability to the Client is limited to $50,000.00 for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorney's and expert witness' fees) arising out of this AGREEMENT from any cause or causes. Such causes include, but are not limited to, SCI's negligence, errors, omissions, strict liability, statutory liability, breach ofcontract, breach ofwarranty, negligent, misrepresentation, or other acts giving rise to liability based upon contract, tort, or statute. Higher limits may be available upon request and additional negotiated fee. Limitations on liability, waivers and indemnities in this Agreement are business understandings between the parties and shall apply to all legal theories of recovery, including breach of contract or warranty, breach of fiduciary duty, tort (including negligence), strict or statutory liability, or any other cause of action. You agree that you will not seek damages in excess of the contractually agreed -upon limitation directly or indirectly through suits against other parties who may join the Consultant as third -party defendant. None of the insurance or indemnity obligations under this agreement shall be deemed to be with a waiver of this limitation of liability provision. 7. INVOICES You will make all payments in accordance with SCI's invoices, and payment is due upon receipt of invoice. A fee of 1% percent per month will be payable on any amounts not paid within thirty (30) days, payment thereafter to be applied first to accrued interest and then to your unpaid amount. You agree to pay invoices under these terms and to bear collection fees, court costs, or any other reasonable expense involved in the collection of amounts not paid. HAZARDOUS MATERIALS; NOTIFICATION OF AND DISCOVERY OF When hazardous materials are known, assumed, or suspected to exist at a site, SCI is required to take appropriate precautions to protect the health and safety of its personnel, to comply with applicable laws and regulations, and to follow procedures that SCI deems prudent to help minimize physical risks to employees and the public. You warrant that you have provided to SCI all available information about type and location of known and suspected hazardous materials on, under, or adjacent to the project site. The discovery of unanticipated hazardous or suspected hazardous materials will constitute a changed condition mandating termination of services if SCI and you are unable to renegotiate the scope of service in a timely manner. SCI will notify you as soon as practically possible should SCI encounter unanticipated hazardous or suspected hazardous materials. The discovery of unanticipated hazardous or suspected hazardous materials may make it necessary for SCI to take measures that in SCI's professional opinion are needed to help preserve and protect the health and safety of SCI's personnel and of the public, and/or to preserve and protect the environment. As a condition precedent to the provision of service for this project, you agree to compensate SCI for the additional fees and costs associated with any such measures and further agree to defend, indemnify, and hold harmless from any claim or liability for injury or loss arising from SCI's encountering unanticipated hazardous or suspected hazardous materials. 9. CONTAMINATION OF AN AQUIFER Unavoidable contamination of soil or groundwater may occur during subsurface exploration, as when drilling or sampling tools penetrate a contaminated area, linking it to an aquifer, underground stream, or other hydrous body not previously contaminated and capable of spreading contaminants. Because subsurface exploration is an essential aspect of the services that SCI will provide on your behalf, you shall indemnify, defend, and hold SCI harmless from any claim or liability for injury or loss which may arise as a result of contamination allegedly caused by subsurface exploration to the fullest extent permitted by law. 10. SITE SAFETY With respect to project site safety, SCI shall be responsible only for the on -site activities of its employees and subcontractors, and this responsibility shall not be construed to relieve you or the general contractor from your obligation to maintain a safe project site. Neither the professional activities of SCI, nor the presence of SCI's employees or subcontractors shall be construed to imply that SCI has any responsibility for any methods of work performance, procedures, superintendence, sequencing of operations, or safety in, on, or about the project site other than SCI's and SCI's subconsultants. You agree that the genera] contractor is responsible for project site safety, and warrant that this intent shall be made evident in your agreement with the general contractor. 11. CONSTRUCTION COST ESTIMATES An opinion of construction cost prepared by SCI represents our judgment as a design professional and is supplied for your general guidance only. Since we have no control over the cost of labor and material, nor over competitive bidding or market conditions, we do not guarantee the accuracy of our opinion as compared to other sources, such as, contractor bids of actual cost to the owner. 12. DEFECTS IN SERVICE You and your personnel, contractors, and subcontractors shall promptly report to SCI any defects or suspected defects in SCI's work, in order that SCI may take prompt effective measures which in SCI's opinion will minimize the consequences of any such defect. 13. TERMINATION Any or all services being provided for you by SCI under these General Terms and Conditions or under separate contract may be terminated by either party upon seven (7) days prior written notice. In the event of termination, SCI shall be compensated by you for all services performed up to and including the termination date, including reimbursable expenses. 14. FORCE MAJEURE Any delays or failure of performance by SCI shall not constitute a default under this Agreement, if such delays or failures of performance are caused by occurrences beyond the reasonable control of SCI. Performance under this Agreement shall resume promptly once the cause or delay or failure ceases and SCI's schedule for performance shall be extended to the extent of such delay. Each party shall take reasonable steps to mitigate the impact of any such delay or failure 15. ENVIRONMENTAL SITE ASSESSMENT An Environmental Site Assessment is conducted to render an opinion about the possibility of regulated contaminants being present on, in, or beneath the site specifically at the time services were conducted. Client understands that no matter how thorough an Environmental Site Assessment is, SCI cannot know or state factually that a site is unaffected by reportable quantities of regulated contaminants. Furthermore, even if SCI believes that reportable quantities are not present, the client bears the risk that such contaminants may be present or may migrate to the site after the study is complete. Likewise, the client agrees to hold SCI harmless from any claim or liability for injury or loss arising from the unanticipated discovery of hazardous materials or suspected hazardous materials to the fullest extent permitted by law. I5. FAILURE TO FOLLOW RECOMMENDATIONS SCI disclaims any and all responsibility and liability for problems that may occur during implementation of SCI's plans, specifications, or recommendations when SCI is not retained to observe such implementation. 17. ALTERATION OF INSTRUMENTS OF SERVICE Client agrees that designs, plans, specifications, reports, proposals, and similar documents prepared by SCI are instruments of professional service, and as such, they may not under any circumstances be altered by any party except SCI. Client warrants that SCI's instruments of service Ail] be used only and exactly as submitted by SCI. Accordingly, Client shall waive any claim against SCI and shall, to the fullest extent permitted by law, indemnify, defend, and hold SCI harmless of any claim or liability for injury or loss arising from unauthorized alteration of SCI's instruments of service. 18. MOLD DISCLAIMER The services performed by SCI, unless specifically addressed in our scope of services, are not intended to take into account indoor amplification of mold. SCI's services may comment on depth to groundwater and site drainage, but in no instance is this to be interpreted that we were specifically intending to reduce moisture contents and/or humidity measurements within the structure as they may relate to mold. Client understands our services, unless specifically expressed in our work scope, are in no way intended to address the potential for mold infestation, and, as such, agrees to indemnify and hold SCI harmless from any claim alleging that SCI's services caused or aggravated a mold infestation to the fullest extent permitted by law. 19. OTHER PROVISIONS You agree that this contract is entered into by the parties for the sole benefit of the parties to the contract, and that nothing in the contract shall be construed to create a right or benefit for any third party. a. You agree that any and all limitations of SCI's liability and indemnifications by you shall include and extend to those individuals and entities SCI retains for performance of the services under this Agreement, including but not limited to SCI's officers, directors, and employees and their heirs and assigns, and SCI's subconsultants. b. In an effort to resolve any conflicts that arise during or following completion of the project, you and SCI agree that all disputes between us arising out of or related to this Agreement shall be submitted to non - binding mediation as a condition precedent to institution of any formal legal proceeding, unless the parties mutually agree otherwise in writing. c. THE PARTIES TO THIS CONTRACT HEREBY AGREE TO SUBMIT ANY SUCH DISPUTE TO THE CIRCUIT COURT OF ST. CHARLES COUNTY, STATE OF MISSOURI. d. Test borings and test pits are an accepted and informative means of subsurface exploration. However, in the nature of things, they cannot indicate with absolute certainty the nature of the subsurface conditions between and sample locations of the exploration and below the termination of the borings or pits. Therefore, a report based on test borings, test pits, or other exploration method cannot ascertain the nature of the subsurface conditions between and beyond the specific sample locations. If conditions different than are indicated in our report come to your attention after you receive the report, it is recommended that you contact SCI immediately to inform SCI completely ofwhatyou have discovered and to authorize further evaluation, if appropriate. e. Any recommendations provided in any correspondence, reports, plans, etc. from SCI are for the exclusive use of our client and are specific to the project covered by this contract. Recommendations provided by SCI are not meant to supersede more stringent requirements of local ordinances. Geotechnicel Engineering Proposal = in en X1'1 Gootechnical engineering begins with the creation of an effective sub- surface exploration plan. This proposal starts the process by presenNig an initial plan, While that plan may consider the unique physical attri- butes of the site and the improvements you have in mind, it probably does not consider your unique goals, objectives, and risk management preferences. Subsurface exploration plars that are finalized without con- sidering such factors presuppose that clients' needs are unimportant, or that all clients have the same needs. Avoid the problems that can steer from such assumptions by finalizing the plan and other scope elements directly with the geotechnical engineer you feel is best qualified for the project, along hrrlth the other project professionals whose plans are affected by the geotechnical engineer's findings and recommendations. If you have been told that this step Is unnecessary; that client prefer- ences do not influence the scope of geotechnical engineering service or that someone else can articulate your nerds as well as you, you have been told wrong. No one else can discuss your geolechnical options better than an experienced geotechnical engineer, and no one else can provide the input you can. Thus, while you cerlainly are at liberty to accept a proposed scope "as is,` recognize that it could he a unilateral scope developed without direct clientfengineer discussion; that authoriz- ing a unilateral scope will force the geotechnical engineer to accept all assumptions it contains; that assumptions create risk. Manage your risk. Get involved, EXWt to UNexWted The nature cf geolechnical engineering i3 such that planning needs to anticipate the unexpected. During the design phase of a project, more or deeper borings may be required, additional tests may become neces- sary, or someone associated with your organization may request a ser- vice Thal was not included fn the final scopa. During the constructior phase, additional services may be needed to respond quickly to unantic- ipated condiltons. In the past, geoteclhnical engineers commonly did whatever was required to oblige their clients` representatives and safe- guard their clients` interests, taking it on faith that their clients wanted them to do so, But some, evidently, did not, and refused to pay for legiti- mate extras on the ground that the engineer proceeded without proper authorization, or failed to submit notice in a timely manner, or failed to provide proper documentati a n. What are your preferences? Who is per - miffed to authorize edditionat geolechnical servim on your project? What type of docurmalation do you require? To wihorn should it be Sent? When?riow?By addressing these and similar issues sooner rather than later, you and your geolechnical engineer will be prepared for the unexpected, to help prevent molehills from growing into mountains- PIS► Inalsfic EM ► A A OPK8t8 The recommendations included in a geolechnical engineering report are not final because they are based on opinions that can be verified only during construction. For that reason, most geotechnical engineering proposals offer the construction observation serrices that permit the geolechnical engineer of record to confirm that €ubsurface conditions are what they were expected to be, or to modify recommendations when actual conditions were not anticipated. An offer to provide construction observation is an Mar to utter manage your risk. C lients who do not take advantage of such an oiler; clients who rela n a second firm to observe construction, can create a high -risk "Catch -22' situation for themselves. The geolechnical engineer of recorc,' cannot assume responsibility or liability for a repo6 reco,7amerrdations when another firm performs the services needed to evaluate the recommendations' adequacy. The second firm is also likely to disavow liability for the rec- ommendations, because of the substantial and possibly uninsurable risk of assuming responsibility for services it did not perform. Recognize, too, that no firm other than the geotechnical engineer of record can pos- sibly have as intima°e an understanding of your procect's geolechnical issues. As such, reliance on a second firm to perorm construct61 observation can elevate risk still more, because its personnel may not f have the wherewithal to recognize subtle, but sometimes critically impor- tant unanticipated conditions, or to respond to them in a manner consis- tent with your goals, objectives, and risk manageniml preferences. Re e t. Geoenviramuntal Ivalim. Wye Not Sow CoverW The equipment, techniques, and personrel used to perform a geoenvi- ronmental study differ significantly from those used to perform a geo- technical study. Geconvironmental services are IV being otfered is his proposal Tte report that results will not relate any geoenvuonrrrenlai tindings, conclusions, or recommendations. Unanticipated environmen- tal problems have led to numerous project failures. If you have not yet obtained your own geoenvironmentat information, ask your geolechnical consultant for risk management guidance. Do not relyonan eaviroa- mental report prepared for someone else BMW Prdessional Assishm To kd With Mdd Diverse strategies can be applied during building design, construction, operation, and maintenance to prevent signilicant amounts of mold from growing on indoor surfaces, To be effective, all such strategies should be devised for the express purpose of mold prevention, integrated into a comprehensive plan, and executed with diligent oversight by a profe;- sionai mold prevention consultant. Because just a small amount of water or moisture can lead to the development of severe mold infestations, a number of mold prevention strategies focus on keeping building sur- faces dry, While groundwater, water infiltration, and similar issues (nay be addressed as part of the geotechnical engineering study described in this proposal, the geolechnical engineer Nho vroufd lead this project is not a mold prevention consultant„ none of pre services being offered have been defined or proposed for Me pvMm of mold prevention. Norio tim Geoteckdcol Mime Work WM Ober design Profl and Constructilln Other design team riemtrers' misinlerpre,alion of a geotechnical engi- neering report has resulted in costly protlems. Manage that risk by hav- ing your geotechnical engineer confer with appropriate members of the design team before finalizing the scope of geotechaic_.al service (as sug- gested above), and, again, after submitting the report, Also retain yortr geolechnical anginear to review pertinent elsmetats of the design team membefs' p6ls and specifications. Reduce the risk of unanticipated conditions claims that can occur when constructors misinterpret or misunderstand the purposes of a geotechni- cal engineering report. Use appropriate language in your contract docu- ments. Retain your geotechnical engineer to participate in prebid and preeonstruetion conferences, and to perform construction observation. ROM Aesommilftlity PMVISWX Clo ly Clients, design professionals, and constructors who do not recognize Ilia! gootechnical engineering Is bar less exact than other engineering disciplines can develop unrealistic expectations, Unrealistic expectations can lead to disappoillments, claims, and disputes. To help reduce the risk of such outcomes, geotechnical engineers commonly include a vari- ety nt explanatory provisions in l4eir proposals. Sometimes labeled "limitations," many of these provisions indicate where geotechnical engineers' responsibilities begin and end, to help others recognize their own responsibilities and risks, thus to encourage more effective scopes of service. Read this proposal's provisions closely. Ask questions Your geotechnical engineer should respond fully and frankly. E"Re on Your A -;�9� bit Cali illeer fly Awl AssWt'illi e Membership in ASFE/The Best People on Earth exposes geolechnical engineers to a wide array of risk management lechniques that can he of genuine benefit to everyone involved with a construction project. Confer with an ASFE member geotechnical engineer for more informaation. Confirm a firm's membership in ASFE by contacting ASFE directly or of its vfebsite. ASFE TIE IEST PEOPrr 08 EARTH 8811 Colesvil »e Road /Suite GlU6, Silver Spring, Ott) 23510 Tea,�pWno: 301/565 -2733 Facsimile; 301/589-2017 a- irail: inlo@�. sfe.rrg Ymo.asfe.crg Ccpyrtghr 2+304 #r A$fr. inc. Aupipratmn, lc..OrotlftCllotl, of Copying Of FINS docun2ent. in V,wWla ar In Aw, bye aq means WNISOOV&e. is strvlly prohibited, ercpt ��rb A$FB sprUAC w0teo pormissdun. Fxcerpt!;q polivi), or amerlaase exuacting Wonting front INS documem is pPrrrdirtrd only mill the &&mss IBS 1vo pcmrrss +on Of ASFE, and nnty for purposes of scholarly resvorct, or book review. OnJvmembers of ASFE may use this abrumenf ps a complomcnf fo or as an eternanr of a geoleefteal enyineegrrn proposal, Ary offiV firm, indrvldual or other crafty drat So rises this docamont Liolhaut babry an ASFE nrembrr a old be cnnm Ping nsgrigenl or intaurlenal (fraudulent) misrepreserralmn. 116;1`060450A AGREEMENT BETWEEN ENGINEER AND CONSULTANT FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of ( "Effective Date ") between Ford En-ineerini7, Inc. ( "Engineer ") and Freese and Nichols, Inc. ( "Consultant") A. Engineer has entered into an agreement ( "Prime Agreement ") dated Citi of Schertz. Texas ("Owner ") with Which provides for Engineer to perform and furnish professional services in connection with the Project described therein. A copy of the Prime Agreement (excluding compensation and other confidential information) is incorporated as Attachment 1 to this Agreement. The Project described in the Prime Agreement is summarized as follows: Corbett Site Pumn Station and Ground Storage Tank B. Engineer hereby retains Consultant to provide services under this Agreement generally described as follows: Eny-ineerin�_, services hereinafter set forth in connection with the desiLii and development of the Corbett Site Pump Station and Ground Storage Tank Project that are identified on a Design Phase basis as ,set forth on Exhibit I hereto. Each percentage for which a "Design Phase" is completed in accordance with Exhibit I shall be referred to herein as a "Phase ". Freese and Nichols, Inc. shall provide exnert professional engineering services for each Phase assigned and shall facilitate the exchance of design information to engineer for the coordination of each Phase. ( "Consultant's Services "). C. Consultant is an independent contractor, and is not an employee or partner of, or a joint - venture with Engineer. Engineer and Consultant further agree as follows: ARTICLE 1— SERVICES OF CONSULTANT 1.1 Scope A. Consultant shall provide, or cause to be provided, Consultant's Services the basic consultation services described in detail in paragraph 1, Basic Services of Exhibit I " Description of Basic Consulting Services and Related Matters" within the time periods stipulated herein. Page 1 of 14 B. All of Consultant's communication to or with Owner or Engineer's other independent professional associates and consultant will be through or with the knowledge of Engineer. C. To the extent the terms of the Prime Agreement apply to Consultant's Services, the Consultant assumes toward Engineer all the same obligations, duties, and responsibilities that Engineer has assumed toward the Owner. If there is an inconsistency between the Prime Agreement and this Agreement, this Agreement's terms and conditions shall govern; provided, however, that if the Prime Agreement states that a specific provision must be included in any subagreement, or that a specific provision cannot be waived in a subagreement, then the provision as set forth in the Prime Agreement shall govern. 1.2 Records Retention A. Consultant shall maintain on file in legible form, for a period of ten years following completion or termination of its services, or for a longer time if required by the Prime Agreement, all Documents, records (including cost records), and design calculations related to Consultant's Services or pertinent to Consultant's performance under this Agreement. Consultant shall provide a electronic copy of all studies, design analyses and completed product to Engineer during each phase of work and retain as described. ARTICLE 2 — ENGINEER'S RESPONSIBILITIES 2.1 General A. Engineer shall have the responsibilities set forth herein and in Exhibit II. B. Engineer shall pay Consultant as set forth in Exhibit I. C. Engineer shall furnish to Consultant information relevant to Consultant's Services as such information becomes available. D. Engineer shall be the general administrator and coordinator of the professional services for the Project, and shall facilitate the exchange of information among Engineer's Consultants, as necessary for the coordination of their respective services. E. Engineer shall be responsible for, and Consultant may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Engineer to Consultant pursuant to this Agreement. Consultant may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement. ARTICLE 3 — SCHEDULE FOR RENDERING SERVICES 3.1 Commencement A. Consultant is authorized to begin rendering services as of the Effective Date. Page 2 of 14 3.2 Time for Completion A. Consultant shall complete its obligations within a reasonable time, and shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer's performance of its services under the Prime Agreement. Specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided in Exhibit A, and are hereby agreed to be reasonable. B. If, through no fault of Engineer or Consultant, such periods of time or dates are changed, or the orderly and continuous progress of Consultant's Services is impaired, or Consultant's Services are delayed or suspended, then Engineer shall request that Owner modify the Prime Agreement's completion and compensation terms to an extent that would allow Engineer to adjust equitably the time for completion of Consultant's Services, and the rates and amounts of Consultant's compensation. Engineer shall adjust the time for completion of Consultant's Services and the rates and amounts of Consultant's compensation under the provisions of this paragraph only to the extent to which Owner has modified the corresponding terms of the Prime Agreement. C. If Engineer authorizes changes in the scope, extent, or character of Consultant's Services, then Engineer shall adjust equitably the time for completion of Consultant's Services, and the rates and amounts of Consultant's compensation. D. Engineer shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Consultant's performance of its services. E. If Consultant fails, through its own fault, to complete the performance of Consultant's Services within the time set forth, as duly adjusted, then Engineer shall be entitled to recover from Consultant any actual damages incurred by Engineer as a result of Consultant's failure to timely complete performance of Consultant's Services. ARTICLE 4 — PAYMENTS TO CONSULTANT 4.1 Method of Payment ENGINEER shall pay CONSULTANT for Basic Services rendered under Article 1 as more particularly described in paragraph 1 of Exhibit I "Description of Basic Subcontractor Services and Related Matters" with compensation computed as indicated in Exhibit II "Project Fee Summary ". 4.2 Future Adjustment If the general scope, extent or character of This Part of the Project is changed materially through no fault of CONSULTANT, the amount of compensation provided for herein shall be subject to equitable adjustment, provided ENGINEER receives a commensurate adjustment under the Prime Agreement. Page 3 of 14 4.3 Times of Payment Payments to CONSULTANT shall be made in accordance with this paragraph 4.03 4.3.1 CONSULTANT shall submit monthly statements for Basic and Additional Services rendered per Exhibit A. If ENGINEER objects to any statement submitted by CONSULTANT, ENGINEER shall so advise CONSULTANT giving reasons therefore. "Payment of any invoice by ENGINEER, or submitted of invoice to OWNER by ENGINEER, shall not imply approval or acceptance of the services by the ENGINEER." 4.3.2 ENGINEER shall bill OWNER monthly on account of CONSULTANT's services and expenses and shall pay CONSULTANT within ten (10) days of the time ENGINEER receives payment from OWNER on account thereof. It is intended that payments to CONSULTANT will be made as ENGINEER is paid by OWNER under the Prime Agreement and that ENGINEER shall exert reasonable and diligent efforts to collect prompt payment from OWNER. 4.4 Reproductions and Information 4.4.1 CONSULTANT shall at CONSULTANT'S expense furnish ENGINEER copies of all progress reproductions and information required by ENGINEER for performance of ENGINEER's services under the Prime Agreement for review of CONSULTANT's services while in progress. 4.4.2 ENGINEER shall at ENGINEER's expense furnish information and progress reproductions of ENGINEER's work and that of others assigned to the Project as may be required for the orderly performance of CONSULTANT services. ARTICLE 5 — OPINIONS OF COST 5.1 Opinions of Probable Construction Cost A. Consultant's opinions (if any) of probable Construction Cost as to the parts of the Work designed or specified by Consultant, or as to which Consultant has agreed to provide such an opinion, are to be made on the basis of Consultant's experience and qualifications and represent Consultant's estimate as an experienced and qualified professional generally familiar with the construction industry. However, because Consultant has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Consultant cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Consultant. If Owner or Engineer requires greater assurance as to probable Construction Cost, then Engineer must recommend that Owner retain an independent cost estimator. Page 4 of 14 ARTICLE 6 — GENERAL CONSIDERATIONS 6.1 Standards of Performance A. Standard of Care: The standard of care for all professional and related services performed or furnished by Consultant under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Consultant makes no warranties, express or implied, under this Agreement or otherwise, in connection with any services performed or furnished by Consultant. B. Technical Accuracy: Neither Engineer nor Owner shall be responsible for discovering deficiencies in the technical accuracy of Consultant's Services. Consultant shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Engineer- furnished or Owner - furnished information. 6.2 Termination 6.2.1 The obligation to provide further services under this Agreement may be terminated by CONSULTANT upon thirty (30) days' written notice to ENGINEER in the event of substantial failure by ENGINEER to perform in accordance with the terms hereof through no fault of CONSULTANT. It may also be terminated by ENGINEER without cause or for ENGINEER's convenience upon seven (7) days' written notice certified return receipt to CONSULTANT. 6.2.2 This Agreement will terminate automatically upon termination of the Prime Agreement. 6.2.3 In the event of any termination per Section 6.02.1 or 6.02.2, and if ENGINEER has received an acceptable statement from CONSULTANT, CONSULTANT will be paid on the basis shown in Exhibit I, "Description of Basic Subcontractor Services and Related Matters" for all unpaid Basic Services and Additional Services performed to the date of termination. ENGINEER shall not be obligated to pay CONSULTANT any other termination expenses. ENGINEER releases CONSULTANT from liability for work not completed due to a termination per Section 6.02.1 or 6.02.2. 6.2.4 This Agreement may also be terminated by ENGINEER for cause, including, but not limited to, CONSULTANT's failure to perform the services required for reasons that are not beyond CONSULTANT's control or CONSULTANT's breach of any of the terms of conditions of this Agreement. In such event, the CONSULTANT shall be deemed in default. In the event of such default, ENGINEER may terminate this Agreement immediately and shall have no obligation to make any further payment to CONSULTANT. Page 5 of 14 6.3 Reuse of Documents A. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT's services in respect of This Part of the Project and ENGINEER shall obtain ownership and property interest therein whether or not the Project is complete. However, such documents are not intended or represented to be suitable for reuse by ENGINEER or others on extensions or modifications of the Project or in any other project. Any such reuse without specific written verification and adaptation by CONSULTANT for the specific purposes intended will be at user's sole risk and without liability or legal exposure to CONSULTANT or to CONSULTANT's independent professional associates or sub- subconsultants. 6.4 Records 6.4.1 Fiscal record of CONSULTANT pertinent to CONSULTANT's compensation and payments under this Agreement will be kept in accordance with generally accepted accounting practices and will not be disposed of by CONSULTANT until after sixty (60) days' prior written notice to and subsequent approval of ENGINEER. 6.4.2 CONSULTANT shall maintain all records (fiscal and other) and design calculations on file in legible form. A copy of these shall be available to ENGINEER at CONSULTANT's reasonable expense and the originals shall not be disposed of by CONSULTANT until after sixty (60) days' prior written notice and subsequent approval of ENGINEER. 6.4.3 CONSULTANT's records and design calculations will be available for examination and audit during normal business house with five (5) days prior written notice. 6.5 Insurance and Indemnification 6.5.1 CONSULTANT agrees and shall submit evidence to the ENGINEER before beginning work on This Part of the Project that CONSULTANT has procured and will maintain Workers Compensation, Commercial General and Contractual Liability, Commercial Automobile Liability, and Professional Liability insurance coverage, with limits as set out in Exhibit III Standard Insurance Specifications. Upon the ENGINEER's request, CONSULTANT shall provide ENGINEER with an exact copy of the insurance policy or policies required hereunder. Any insurance on a "claims made" basis shall be maintained for at least two (2) years after completion of the Work or any time period required by the Prime Contract, whichever is longer. Prior to the commencement of this part of the Project, CONSULTANT shall provide ENGINEER with certificates of insurance evidencing the required insurance. Such certificates shall be issued by an insurance carrier(s) acceptable to ENGINEER and shall be endorsed to include: (1) ENGINEER and OWNER as additional insured's on the Commercial General Liability and Commercial Automobile Liability Policies; and (2) thirty (30) days prior written notice of cancellation or material change in any of the above coverages; (3) a waiver of subrogation on the Commercial General Liability, Commercial Automobile Liability and Worker's Compensation Policies; (4) primary insurance coverage on the Commercial General Page 6 of 14 Liability and Commercial Automobile Liability Policies; and (5) be attached as Exhibit III to this Agreement. MINIMUM REQUIRED INSURANCE 1. Workers Compensation Employer's Liability 2. Commercial General & Contractual Liability Bodily Injury Property Damage Personal Injury Statutory $1,000,000 per occurrence $1,000,000 per occurrence $2,000,000 in the aggregate $1,000,000 per occurrence $1,000,000 in the aggregate $1,000,000 per occurrence 3. Commercial Automobile Liability Coverage for all owned (private and others), hired and non -owned vehicles; Bodily Injury - $1,000,000 per occurrence $1,000,000 in the aggregate Property Damage - $1,000,000 per occurrence $1,000,000 in the aggregate 4. Professional Liability - $1,000,000 per claim $1,000,000 in the aggregate *Including, when site visitation is required, XCU (explosion, collapse, and underground) hazard coverage and premises operations, independent contractors, products, completed operations, contractual, personal injury (with employee exclusion deleted) and property damage coverages. In the event CONTRACTOR fails to obtain or maintain any insurance coverage required under this Agreement, ENGINEER may terminate this Agreement for cause. 6.5.2 CONSULTANT shall also cause other independent professional associates and subcontractors retained by CONSULTANT for the Project to procure and maintain the same insurance coverages with endorsements. 6.5.3 CONSULTANT shall indemnify and save harmless and defend the OWNER, ENGINEER, its agents, servants and employees from and against any claim, demand or cause of action of every name or nature arising out of the error, omission or negligent act of the CONSULTANT, its subcontractors, agents, servants or employees in the performance of services under this Agreement. The indemnification provided by this Article 6.05.3 shall in no way be limited by the minimum required insurance identified above. For professional liability claims, Page 7 of 14 CONSULTANT shall reimburse the OWNER, ENGINEER, its agents, servants and employees for all reasonable costs of their defense in the same proportion CONSULTANT is found liable, rather than "defend" as above." 6.6 Successors and Assigns 6.6.1 ENGINEER and CONSULTANT each is hereby bound, and the partners, successors, executors, administrators, and legal representatives of each and to the extent permitted by paragraph 6.06.2 the assigns of ENGINEER and CONSULTANT are hereby bound, to the other parry 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. 6.6.2 Neither ENGINEER nor CONSULTANT shall assign, sublet or transfer any rights under or interest in this Agreement (including, but without limitation, moneys that may become due or moneys that are due) 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. 6.6.3 Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than ENGINEER and CONSULTANT and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole benefit of ENGINEER and CONSULTANT and not for the benefit of any other party. 6.7 Delegation of Duties If in this Agreement it is stated that the Basic Services of CONSULTANT are to be performed by one or more specified individuals within CONSULTANT's organization, only the individuals so specified shall perform services hereunder and their duties shall not be delegated to any other individual or entity without the written consent of ENGINEER. CONSULTANT may employ such other independent professional associates and subcontractors as CONSULTANT may deem appropriate for assistance in the performance of services hereunder with the prior written consent of ENGINEER. 6.8 Nondiscrimination and Affirmative Action In connection with its performance under this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, sexual orientation or affectional preference, national origin, ancestry, citizenship, physical or mental handicap or because he or she is a disabled veteran or veteran of the Vietnam era. CONSULTANT shall take affirmative action to ensure that qualified applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, age, sex, marital status, sexual orientation or affectional preference, national origin, ancestry, citizenship, physical or mental handicap or because he or she is a disabled veteran or veteran of the Vietnam era. Such actions shall include recruiting and hiring, selection for training, promotion, fixing rates or other Page 8 of 14 compensation, benefits, transfers and layoff or termination. 6.9 Confidentiality All services performed by CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the ENGINEER and OWNER, their agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the ENGINEER and OWNER. In addition, CONSULTANT shall not grant any interviews or make any written or oral statements to any news media representatives regarding the project nor publish any article or make any presentation concerning the Project or services performed by CONSULTANT with the prior written consent of the ENGINEER and OWNER. 6.10 Governing Law This Agreement shall be governed by the laws of the State of Texas. 6.11 Dispute Resolution In the event of any dispute between the parties arising out of or in connection with the contract or the services or work contemplated herein; the parties agree to first make a good faith effort to resolve the dispute informally. Negotiations shall take place between the designated principals of each party. If the parties are unable to resolve the dispute through negotiation within 45 days, then either party may give written notice within 10 days thereafter that it elects to proceed with non - binding mediation pursuant to the commercial mediation rules of the American Arbitration Association. In the event that mediation is not invoked by the parties or that the mediation is unsuccessful in resolving the dispute, then either party may submit the controversy to a court of competent jurisdiction. The foregoing is a condition precedent to the filing of any action other than an action for injunctive relief or if a Statute of Limitations may expire. Each party shall be responsible for its own cost and expense including attorneys' fees and court cost incurred in the course of any dispute, mediation, or legal proceeding, The fees of the mediator and any filing fees shall be shared equally by the parties. ARTICLE 7 — EXHIBITS AND OTHER PROVISIONS EXHIBIT I, Scope of Work EXHIBIT II, Project Fee Summary EXHIBIT III, Certificate of Insurance 7.1 Total Agreement A. This Agreement, together with the Exhibits constitutes the entire agreement between Page 9 of 14 ENGINEER and CONSULTANT and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. 7.2 Designated Representatives A. With the execution of this Agreement, Consultant and Engineer shall each designate a specific individual to act as the party's representative under this Agreement. Such an individual shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective party that the individual represents. 7.3 Consultant's Certifications A. Consultant certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. 1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Engineer or Owner, or (b) to deprive Engineer or Owner of the benefits of free and open competition; 3. "Coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. Page 10 of 14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Engineer: Ford En =, ineerinE Inc. By: Title: Principal Date Signed: Address for giving notices: 10927 Wv a Dr.. Suite 104 San Antonio, Texas 78217 Designated Representative: Name: Mark Hill. P.E. Title: Principal Phone Number: 210 -590 -4777 Facsimile Number: 210 -590 -4940 E -Mail Address: mark ci forden,_,ineerinu.com Consultant: Freese and Nichols, Inc. By. Title: David T. Bennett, P.E., Principal Date Signed: 04 -14 -2001 Professional License No. or Firm's Certificate No. (if required by State law): F -2144 Address for giving notices: 801 Chen-v Street, Suite 2800 Fort Worth. Texas 76102 Designated Representative: Name: David T. Bennett, P.E. Title: Principal Phone Number: 210- 298 -3829 Facsimile Number: 210- 298 -3801 E -Mail Address: David. Bennetteifreese.com Page 11 of 14 EXHIBIT I, Scope of Work The electrical scope will include the incoming 480V electrical service, Variable Frequency Drives (VFDs), switchboard, back -up power supply — diesel generator, SCADA, and building /cooling for VFD design for the Ground Storage Tank, Pump Station, and Generator. FNI will also provide the design of an equipment building to house the electrical equipment — switchboard and VFDs. Additional structural design will be for the generator pad and pump pad. Preliminary Phase • Provide Preliminary Engineering Report (PER) including incoming 480V electrical service, , options for VFDs, switchboard, generator sizing, SCADA, and building /cooling for the VFDs and other major electrical equipment. • Coordinate with local Utility for incoming 480V power to the Pump Station. • Run heat load on equipment building with new VFDs • Preliminary equipment selection • Assume using packaged air - cooled DX units • Wall packs or ground mounted RTU • Make one site visit during design. • Prepare Opinion of Probable Construction Cost (OPCC). • Attend one review meeting with the Client at the PER stage. Design Phase • Provide electrical, instrumentation and SCADA design for the Pump Station and Ground Storage Tank. • Provide structural design for the generator pad, pump pad, and building to house the major electrical equipment. • Provide design for wall mounted HVAC or ground mounted RTU (air cooled DX /electric heating) • Provide ductwork design for air distribution • Design controls for lead -lag redundancy for HVAC units • Design condensate drainage system (no plumbing) • Provide plans and specifications in PDF format for the 60% Submittal. • Prepare Opinion of Probable Construction Cost (OPCC). • Attend one review meeting with the Client at Design Phase interim submittal stage Final Design Phase • Update and finalize electrical and structural plans and specifications based on comments from the 60% design submittal stage. • Provide plans and specifications in PDF format for the Final Submittal. • Prepare Opinion of Probable Construction Cost (OPCC). Bid Phase • Respond to requests for information (RFIs) and assist with addenda as required. Page 12 of 14 • Provide Issued for Construction set of plans /specs. Construction Phase Services • Respond to requests for information (RFIs). • Review shop drawing submittals. • Attend preconstruction meeting • Attend up to two site visits during construction for observation (no special inspections) • Attend up to two site visits for final walk - thru/punch list • Record Drawings • Review O &M manuals Page 13 of 15 EXHIBIT II, Project Fee Summary Lump Sum: Compensation to Consultant shall be the lump sum fee of Two Hundred Fifty -five Thousand Seven Hundred Twenty -rive Dollars ($255,725.00). If Consultant sees the Scope of Services changing so that additional services are needed, Consultant will notify Engineer for Engineer's approval before proceeding. Additional Services shall be computed based on a negotiated lump sum fee. Phase Amount Fee type Preliminary Phase $ 60,296 Lump Sum Design Phase $ 137,514 Lump Sum Bid Phase $ 13,976 Lump Sum Construction Phase Services $ 43,939 Lump Sum Total $ 255,725 Page 14 of 15 EXHIBIT III, Certificate of Insurance Page 14 of 14