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HomeMy WebLinkAboutResolution - 2015-R0061 - Parkhill, Smith, & Cooper - 02/26/2015Resolution No. 2015-R0061 February 26, 2015 Item No. 6.12 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Professional Services Contract to provide professional engineering services at Lubbock Preston Smith International Airport, by and between the City of Lubbock and Parkhill, Smith & Cooper, Inc., and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on ATTEST: 0 j g�, 'K Rebe a Garza, City Secret APPROVED AS TO CONTENT: Kelly Campbell, Executive Director of Aviation APPROVED AS TO FORM: rL'ARIMMI/�✓/L��i, ..any. RES.Prof Sery Contract -Parkhill, Smith & Cooper,lnc 2.10.15 Resolution No. 2015-R0061 PROFESSIONAL SERVICES AGREEMENT STATE OF TEXAS COUNTY OF LUBBOCK This Agreement ("Agreement") is by and between City of Lubbock, Texas ("Owner"), a Texas home rule municipal corporation, and Parkhill, Smith & Cooper, Inc. ("Engineer"). a corporation authorized to conduct business in Texas. WITNESSETH WHEREAS, Owner intends to construct certain improvements requiring professional services at Lubbock Preston Smith International Airport; and WHEREAS, Engineer has a professional staff experienced and qualified to provide professional engineering services related to various airport improvement projects; and WHEREAS, Owner desires to contract with Engineer to provide professional architectural/engineering services for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to bidding services, project administration, supervision, and coordination for airport construction projects. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Agreement, Owner and Engineer hereby agree as follows: ARTICLE I. TERM The effective date of this Agreement shall be the 27th day of February 2015. The Agreement shall be effective for five (5) years, unless otherwise terminated or extended pursuant to the terms contained herein. ARTICLE II. SERVICES AND COMPENSATION A. Engineer shall perform services as set forth in the Engineer's Scope of Services in Exhibit "A" attached hereto and incorporated herein ("Services"). B. Owner shall pay Engineer for Services in accordance with Exhibit "B" attached hereto and incorporated herein ("Compensation'). Page t of 9 ARTICLE III. TERMINATION A. General. Owner may terminate this Agreement, at any time, upon written notice to Engineer. Upon receipt of such notice, the Engineer shall, unless the notice directs otherwise, immediately discontinue all work in connection with the performance of the Agreement and shall proceed to cancel promptly all existing orders insofar as such orders are chargeable to this Agreement. The Engineer shall submit a statement showing in detail the work performed under this Agreement to the date of termination. The Owner shall then pay Engineer only for Services actually performed by Engineer up to the date Engineer is deemed to have received notice of termination as provided herein. B. Termination and Remedies. In the event Engineer breaches any term and/or provision of this Agreement, Owner shall be entitled to exercise any right or remedy available to it by this Agreement, at law or equity, including without limitation, termination of this Agreement and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. ARTICLE IV. NON -ARBITRATION The Owner reserves the right to exercise any right or remedy available to it by law, contract equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the Owner shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. Engineer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State of Texas. B. Corporate Power. Engineer has the corporate power to enter into and perform under Agreement all Services contemplated hereby. C. Authorization. Execution, delivery, and performance of this Agreement and the Services contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of Engineer. This Agreement constitutes legal, valid, and binding obligations of the Engineer and is enforceable in accordance with the terms thereof. D. Engineer. Engineer maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and are familiar with all laws, rules, and regulations (local, state, and federal) including, without limitation the applicable laws, Page 2 of 9 regarding the Services contemplated hereby. Resident Project Representative duties, responsibilities, and limitations are attached hereto and incorporated herein as Exhibit "C." E. Performance and Requirements. Engineer shall conduct Services contemplated by this Agreement in accordance with the standard of care, skill, and diligence normally provided by a professional person in performance of similar professional engineering services, and comply with all applicable laws, rules, and regulations (local, state, and federal) relating to professional engineering services, as contemplated hereby. Engineer shall comply with federal requirements attached hereto and incorporated herein as Exhibit "E". F. Use of Copyrighted Material. Engineer warrants that any materials provided by Engineer for use by Owner pursuant to this Agreement shall not contain any proprietary material owned by any other party that is protected under law, statute, rule, order, regulation, or ordinance relating to the use or reproduction of materials. Engineer shall be solely responsible for ensuring that any materials provided by Engineer pursuant to this Agreement satisfy this requirement and Engineer agrees to indemnify and hold Owner harmless from all liability or loss caused to Owner or by which Owner is exposed on account of Engineer's failure to perform this duty. G. Engineer warrants that it shall perform the Services in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing services of a similar nature. If, during the six-month period following the earlier of completion or termination of the Services it is shown there is an error in the Services caused solely by Engineer's failure to meet such standards, and Owner has promptly notified Engineer in writing of any such error within that period, Engineer shall perform, at Engineer's cost, such corrective engineering services within the original Scope of Services as may be necessary to remedy such error. ARTICLE VI. SCOPE OF WORK Engineer shall accomplish professional engineering services related to the projects described in the Services (Exhibit "A"). ARTICLE VII. INDEPENDENT CONTRACTOR STATUS Engineer shall perform the duties under this Agreement as an independent contractor and shall be considered as an independent contractor under this Agreement and/or in its Services hereunder for all purposes. Engineer has the sole discretion to determine the manner in which the Services are to be performed. During the performance of the Services under this Agreement, Engineer and Engineer's employees and/or subcontractors, will not be considered, for any purpose, employees or agents of the Owner within the meaning or the application of any federal, state, or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury, or taxes of any kind. Page 3 of 9 ARTICLE VIII. INSURANCE Engineer shall procure and carry, at its sole cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to Owner, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Engineer shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor of Engineer to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A -VII or better. Except for professional liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Combined Single Limit: Professional Liability: Combined Single Limit: Automobile Liability: Combined Single Limit for any auto: Workers Compensation: $1,000,000 $1,000,000 $1,000,000 Per Occurrence $500,000 Engineer shall further cause any approved subcontractor to procure and carry, during the term of this Agreement, professional liability coverage, as specified above for Engineer, protecting Owner against direct losses caused by the professional negligence of the approved subcontractor. Owner shall be named as additional insured with respect to the automobile liability and commercial general liability on a primary and non contributory basis and shall be granted a waiver of subrogation under those policies. Engineer shall provide a Certificate of Insurance to the Owner as evidence of coverage. The Certificate shall provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be provided along with the Certificate. The additional insured endorsements shall include products and complete operations. Copies of all endorsements are required. Engineer shall elect to obtain workers' compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Engineer shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Engineer maintains said coverage. Engineer may maintain occupational accident and disability insurance in lieu of workers' compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. Page 4 of 9 Engineer shall additionally provide Owner with a certificate of insurance coverage that includes an Extended Reporting Period endorsement for the coverage required hereunder ("Tail -type Coverage") that extends, subject otherwise to the terms of the policy, the reporting period for claims made under the policy for a period of ten (10) years after the expiration of the policy. If at any time during the life of the Agreement or any extension hereof, Engineer fails to maintain the required insurance in full force and effect, Engineer shall be in breach hereof and all work under the Agreement shall be discontinued immediately. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OF ENGINEERS Engineer may employ or retain subcontractors, or third parties (any of which are referred to herein as "Subcontractor"); to perform certain duties of Engineer provided that Owner approves the retaining of Subcontractors. Engineer is at all times responsible to Owner to perform the Services as provided in this Agreement and Engineer is in no event relieved of any obligation under this Agreement upon retainage of any approved Subcontractor. Any agent and/or Subcontractor retained and/or employed by Engineer shall be required to carry, for the protection and benefit of Owner and Engineer and naming said third parties as additional insured's, insurance as described above in this Agreement. ARTICLE X. INDEMNITY ENGINEER SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT ARISING OUT OF, RELATED TO OR OCCASIONED BY, THE NEGLIGENT ACTS OF ENGINEER, ITS AGENTS, EMPLOYEES, AND/OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT AND/OR THE USE OF OCCUPATION OF CITY -OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OF TERMINATION OF THIS AGREEMENT. ARTICLE XI. COMPLIANCE WITH APPLICABLE LAWS Engineer shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations relating, in any way, manner or form, to the Services under Page 5 of 9 this Agreement, and any amendments thereto. Engineer shall comply with federal requirements attached hereto and incorporated herein as Exhibit "E." ARTICLE XII. NOTICE A. General. Whenever notice from Engineer to Owner or Owner to Engineer is required or permitted by this Agreement and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand (in which case such notice shall be effective upon delivery); (2) facsimile (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. B. Engineer's address and numbers for the purposes of notice are: Mr. John T. Hamilton, P.E. Firm Principal Parkhill Smith & Cooper, Inc. 4222 85`s Street Lubbock, TX 79423 Telephone: (806) 473-2220 Facsimile: (806) 473-3500 C. Owner's address and numbers for the purposes of notice are: Ms. Kelly Campbell Executive Director of Aviation Lubbock Preston Smith International Airport 5401 N. MLK Blvd., Unit 389 Lubbock, Texas 79403 Telephone: (806) 775-3126 Facsimile: (806) 775-3133 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Agreement, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. ARTICLE XIII. OWNER -PROVIDED DATA Owner shall furnish Engineer non -confidential studies, reports, and other available data in the possession of Owner pertinent to Engineer's Services, so long as Owner is entitled to rely on such studies, reports, and other data for the performance of Engineer's Services under this Page 6 of 9 Agreement (the "Provided Data"). Engineer shall be entitled to use and rely, so long as such reliance is reasonable, upon all such Provided Data. ARTICLE XIV. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Agreement are inserted in this Agreement strictly for the parties' convenience in identifying the provisions to this Agreement and shall not be given any effect in construing this Agreement. B. Audit. Engineer shall provide access to its corporate books and records to Owner. Owner may audit, at its expense and during normal business hours, Engineer's books and records with respect to this Agreement between Engineer and Owner. C. Records. Engineer shall maintain records that are necessary to substantiate the Services provided by Engineer. D. Assignability. Engineer may not assign this Agreement without the prior written approval of Owner. E. Successor and Assigns. This Agreement binds and inures to the benefit of the Owner and Engineer, and in the case of Owner, its respective successors, legal representatives, and assigns, and in the case of Engineer, its permitted successors and assigns. F. Construction and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Agreement is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstances, the remainder of this Agreement and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. H. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Agreement, and duly authorized and executed by Engineer and Owner. I. Entire Agreement. This Agreement, including Exhibits, attached hereto, contains the entire Agreement between Owner and Engineer, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. Page 7 of 9 J. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership, or principal—agent relationship between Engineer and Owner. K. Documents Owned by Owner. Any and all documents, drawings and specifications prepared by Engineer as part of the services hereunder, shall become the property of Owner when Engineer has been compensated as set forth in Article II, above. Engineer shall make copies of any and all work products for its files. L. Notice of Waiver. A waiver by either Owner or Engineer of a breach of this Agreement must be in writing to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. M. Third Party Activities. Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than Owner and Engineer. N. Extent of Responsibility. Engineer does not guarantee that proposals, bids or actual project costs will not vary from Engineer's opinions of probable cost or that actual schedules will not vary from Engineer's projected schedules. Engineer shall not be responsible for: (1) construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the project; (2) the failure of any contractor, subcontractor, vendor, or other project participant, not under contract to Engineer, to fulfill contractual responsibilities to Owner or to comply with federal, state, or local laws, regulations, and codes; or (3) procuring permits, certificates, and licenses required for any construction unless such responsibilities are specifically assigned to Engineer in Exhibit "A." O. Unforeseen Circumstances. Except for Owner's obligation to make payments, neither party shall be in default hereunder to the extent such default is caused by a cause or circumstance beyond such party's reasonable control. Engineer shall be entitled to an equitable adjustment in schedule and Compensation in the event such circumstances occur. Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. Executed in triplicate. CITY OF LUBBOCK Glen . son, yor ATTEST: 5K— Retecca Garza, Cit)�-Secret4ry APPROVED AS TO CONTENT: Kelly Campbell Executive Director of Aviation r1rW1T:j wD I �= 114 AINNIN PARKHILL, SMIT & COOPER, INC. o T. Hamilton, P.E. Fiffn Principal ME 11 /I, Pe Mark D. Haberer, P.E. Firm Principal Page 9 of 9 EXHIBIT A ENGINEER'S SCOPE OF SERVICES Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER shall provide Basic and authorized Additional Services as set forth below. EXHIBIT A - PART I -- BASIC SERVICES A1.01 Study and Report Phase A. ENGINEER shall: 1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data. 2. Advise OWNER as to the necessity of OWNER's providing data or services which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services. 3. Establish the scope, and advise the OWNER, of any special investigations, field surveys or soil and foundation investigations which, in the opinion of the ENGINEER, may be required for the proper execution of the Study and Report Phase; and arrange with the OWNER for the conduct of such investigations and tests. The performance of these investigations and tests is not a part of the ENGINEER's Basic Services, and compensation therefore is not included in the Basic Fee; the investigations and tests may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be determined by the applicable portions of Exhibit B. 4. Identify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, including but not limited to mitigating measures identified in the environmental assessment. 5. Identify and evaluate alternate solutions available to OWNER and, after consultation with OWNER, recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's requirements for the Project. 6. 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 those alternate solutions available to OWNER which ENGINEER recommends. This Report will be accompanied by ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the Project with each component separately itemized, including the following, which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design, professional, and related services provided by ENGINEER, and other information furnished by OWNER. 7. Furnish five (5) review copies of the Report to OWNER and review it with OWNER. 8. Revise the Report in response to OWNER's and other parties' comments, as appropriate, and furnish ten (10) final copies of the revised Report to the OWNER. B. ENGINEER's services under the Study and Report Phase will be considered complete on the date when the final copies of the revised Report have been delivered to OWNER. Page 1 of 10 (Exhibit A) A1.02 Preliminary Design Phase A. After acceptance by OWNER of the Report, selection by OWNER of a recommended solution and indication of any specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall: 1. On the basis of the above acceptance, selection, and authorization, prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 2. Provide necessary field surveys and topographic and utility mapping for design purposes. Utility mapping will be based upon information obtained from utility owners. The performance of field surveys is not a part of the ENGINEER's basic services, and compensation therefore is not included in the Basic Fee; the surveys may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be determined by applicable portions of Exhibit B. 3. Establish the scope, and advise the OWNER, of any additional soils or foundation investigations which, in the opinion of the ENGINEER, may be required for the proper execution of the Project; and arrange with the OWNER for the conduct of such investigations and tests. The performance of these investigations and tests is not a part of the ENGINEER's Basic Services, and compensation therefore is not included in the Basic Fee; the investigations and tests may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be determined by the applicable portions of Exhibit B. 4. Advise OWNER if additional reports, data, information, or services are necessary and assist OWNER in obtaining such reports, data, information, or services. 5. Based on the information contained in the Preliminary Design Phase documents, submit a revised opinion of probable Construction Cost. 6. Furnish five (5) review copies of the Preliminary Design Phase documents to and review them with OWNER. B. ENGINEER's services under the Preliminary Design Phase will be considered complete on the date when copies of the Preliminary Design Phase documents have been delivered to OWNER. A 1.03 Final Design Phase A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER -directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from OWNER, ENGINEER shall: 1. On the basis of the above acceptance, direction, and authorization, prepare final Drawings indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. Specifications will be prepared, where appropriate, in general conformance with the 16 -division format of the Construction Specifications Institute and/or the format of the Federal Aviation Administration (FAA). 2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project and assist OWNER in consultations with appropriate authorities. 3. Advise OWNER of any adjustments to the opinion of probable Construction Cost. Page 2 of 10 (Exhibit A) 4. Prepare and furnish five (5) sets of Bidding Documents and a revised opinion of probable Construction Cost for review and approval by OWNER, its legal counsel, and other advisors. as appropriate, and assist OWNER in the preparation of other related documents. B. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's compensation has been established under this Agreement is currently undefined. Therefore, this contract is. in ¢eneral terms for future airport projects which are currently identified in the Airport Master Plan and other projects that will be requested by the Lubbock Preston Smith International Airport. C. ENGINEER's services under the Final Design Phase will be considered complete on the date when the final Bidding Documents have been delivered to OWNER. A1.04 Bidding or Negotiating Phase A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase, and upon written authorization by OWNER to proceed, ENGINEER shall: 1. Furnish the number of copies of the Plans and Specifications as required by prospective bidders and furnishers of material and equipment. All sets of plans and specifications are to be paid for separately under Exhibit B as an Additional Service. 2. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre - Bid conferences, if any, and receive and process Contractor deposits or charges for the Bidding Documents. 3. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 4. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by Contractor for those portions of the Work as to which such acceptability is required by the Bidding Documents. 5. Attend the Bid opening, prepare Bid tabulation sheets, and assist OWNER in evaluating Bids or proposals and in assembling and awarding contracts for the Work. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors. A1.05 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from OWNER, ENGINEER shall: 1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's representative as provided in the General Conditions. 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 C. The furnishing of such RPR's services will not extend ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this Agreement. The performance of the RPR is not included in the ENGINEER's basic fee and may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be determined by applicable portions of Exhibit B. Page 3 of 10 (Exhibit A) 3. Selecting Independent Testing Laboratorv. Assist OWNER in the selection of an independent testing laboratory. The performance of these investigations and tests is not included in the ENGINEER's basic fee and may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be determined by applicable portions of Exhibit B. 4. Pre -Construction Conference. Conduct a Pre -Construction Conference prior to commencement of Work at the Site. 5. Baselines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work which in ENGINEER's judgment are necessary to enable Contractor to proceed. The performance of field surveys is not included in the ENGINEER's basic fee and may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be determined by applicable portions of Exhibit B. 6. Visits to Site and Observation of Construction, In connection with observations of Contractor's work in progress while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER deems necessary, in order to observe as an experienced and qualified design professional the progress and quality of the 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 Contractor's work in progress or to involve detailed inspections of Contractor's work in progress beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective 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 such observations, ENGINEER will determine in general if Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER informed of the progress of the Work. b. ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to Contractor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractors furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to fumish and perform its work in accordance with the Contract Documents. 7. Defective Work. Recommend to OWNER that Contractors work be disapproved and rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 8. Clarifications and Interpretations, Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 9. 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. 10. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will Page 4 of 10 (Exhibit A) not extend to means, methods, techniques, sequences or procedures of construction or to safety, precautions and programs incident thereto. 11. Substitutes and "or -equal." Evaluate and determine the acceptability of substitute or "or -equal" materials and equipment proposed by Contractor. 12. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Caws and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents. 13. Disagreements between OWNER and Contractor. Render formal written decisions on all claims of OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of Contractor's work. In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 14. 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. 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, Contractors work has progressed to the point indicated, the quality of such work is generally in accordance with the 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 Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractors being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe Contractors work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of Contractors work (subject to any subsequent adjustments allowed by the Contract Documents). 15. Contractor's Completion Documents. a. Receive and review maintenance and operating instructions, schedules, and guarantees. b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples, annotated record drawings, and other data which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. c. ENGINEER shall transmit these documents to OWNER. 16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if the Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER considers the Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and Contractor. 17. Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also provide a notice in the form attached hereto as Exhibit D (the "Notice of Acceptability of Work") that the Work is acceptable to the best of ENGINEER's knowledge, information, and belief and based on the extent of the services provided by ENGINEER under this Agreement. Page 5 of 10 (Exhibit A) B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by ENGINEER for final payment to Contractors. If the Project involves more than one prime contract, Construction Phase services may be rendered at different times in respect to the separate contracts. C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. Page 6 of 10 (Exhibit A) EXHIBIT A - PART 2 -- ADDITIONAL SERVICES A2.01 Additional Services Requiring OWNER's Authorization in Advance A. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement. 1. Providing design and/or construction surveys and staking to enable ENGINEER to perform its services and Contractor to perform his work, 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. 2. Services of a Resident Project Representative and other field personnel, as required, for on -the -site observation of construction and for construction layout surveys. 3. Soil and foundation investigations, including field and laboratory tests, borings, related engineering analysis and recommendations. 4. Preparing and furnishing to OWNER Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor. 5. Post -Construction Phase. The Past -Construction Phase includes, providing assistance in connection with the testing and adjusting of Project equipment or systems; Assisting OWNER in training OWNER's staff to operate and maintain Project, equipment, and systems; Assisting OWNER in developing procedures for control of the operation and maintenance of, and record keeping for Project equipment and systems; visiting the Project with the OWNER to observe any apparent defects in the Work, assist OWNER in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of Defective Work, if present; and in company with OWNER or OWNER's representative, provide an inspection of the Project within one month before the end of the Correction Period to ascertain whether any \ portion of the Work is subject to correction. 1 6. 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 Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 7. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by OWNER. 8. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by ENGINEER or its 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 Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond ENGINEER's control. 9. Services required as a result of OWNER's providing incomplete or incorrect Project information. 10. Providing renderings or models for OWNER's use. Page 7 of 10 (Exhibit A) 11. Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by OWNER. 12. Furnishing services of ENGINEER's Consultants for other than Basic Services 13. Services duting out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's office. 14. 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 constructability review requested by OWNER; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 15. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by OWNER for the Work or a portion thereof. 16. Determining the acceptability of substitute materials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. 17. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services. 18. Providing Construction Phase services beyond the Contract Times set forth in Exhibit B. 19. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current Laws and Regulations. 20. Preparation of operation and maintenance manuals. 21. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other dispute resolution process related to the Project. 22. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER. 23. Services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered. 24. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or -equal" items; and services after the award of the Construction Agreement in evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project or an excessive number of substitutions. 25. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 26. Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor. Page 8 of 10 (Exhibit A) 27. Services in connection with any partial utilization of any part of the Work by OWNER prior to Substantial Completion. 28. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. 29. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement. 30. Reimbursable expenses associated with providing additional services. Page 9 of 10 (Exhibit A) EXHIBIT A - PART 3 — LIST OF PROJECTS Projects listed below have been identified either in the 2007 Master Plan or the current airport capital improvement program and are expected to be eligible for either AIP or PFC funding or both. As a result, the airport must have, or be in position to have project plans and specifications completed and ready to bid by March of each year for selected project or projects. The Owner agrees to issue the Engineers notice to proceed with design (NTP) within reasonable time to allow Engineer to perform the services identified in "Exhibit A — Engineer's Scope of Services". The following projects are planned for the period covered by this agreement. While Owner anticipates that all of the projects will be undertaken within the next 5 years, the Owner reserves the right to withdraw any or all projects from the list at any time at its sole discretion or substitute other projects not previously anticipated. Airport Airfield Improvements: . Remove and Reseal All Joints in Airfield Concrete Pavement. Rehabilitate Runway 17R/35L — Construction -Phase II — Reconstruction of outboard 50 feet of runway on both sides of the centerline, asphalt shoulder rehabilitation, replacement of threshold and high intensity lights, and grading and seeding runway safety area. Reconstruct and/or Rehabilitate All Airside Asphalt Pavement and Perimeter Road — Rehabilitation of pavement as identified in the pavement maintenance management program. To be completed in phases as funding is available. Other projects identified in the Airport Layout Plan, which is currently under revision. Page 10 of 10 (Exhibit A) EXHIBIT B PAYMENTS TO ENGINEER LUMP SUM METHOD Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 4 -- PAYMENTS TO THE ENGINEER B4.01 For Basic Services Having A Determined Scope --Lump Sum Method of Payment G11 1. A Lump Sum amount of $ * based on the following distribution of compensation: a. Study and Report Phase $ b. Preliminary Design Phase $ c. Final Design Phase $ d. Bidding and Negotiating Phase $ e. Construction Phase $ 2. The Lump Sum includes compensation for ENGINEER's services and services of ENGINEER's Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Direct Expenses. 3. 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. 4. The Lump Sum is conditioned on Construction Contract Times to complete the Work not exceeding * months. Should the Construction Contract Times to complete the Work be extended beyond this period, the total compensation to ENGINEER shall be appropriately adjusted. 5. If more prime contracts are awarded for Work designed or specified by ENGINEER for this Project than identified in Exhibit A - Part 1, the ENGINEER shall be compensated an additional amount equal to $ for all Basic Services for each prime contract added. * To be negotiated when required. B4.02 For Authorized Additional Services --Standard Hourly Rates Method of Payment. A. OWNER shall pay ENGINEER for authorized Additional Services as follows: 1. For labor on an hourly rate basis in accordance with Appendix 1. 2. For reimbursable expenses, on the basis of cost times a factor of 1.15 . B. The hourly rate schedule will be adjusted each January 1 st to reflect cost of living adjustments. Page 1 of 2 pages Sheet B-1 (Exhibit B - Payments to Engineer) EXHIBTT B PAYMENTS TO ENGINEER HOURLY RATE METHOD Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 4 -- PAYMENTS TO THE ENGINEER -- B4.01 For Basic Services Having A Determined Scope --Standard Hourly Rates Method of Payment A. OWNER shall pay ENGINEER for Basic Services to be determined at a later date. Those services shall be broken out as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class for all services performed on the Project, plus Direct Expenses and ENGINEER's Consultant's charges, if any. 2. ENGINEER's Standard Hourly Rates are attached to this Exhibit B as Appendix 1. 3. The total compensation for services under paragraph B4.01 is not to exceed $ 4. The total estimated compensation for ENGINEER's services incorporates all labor, overhead, profit, Direct Expenses and ENGINEER's Consultant's charges. 5. The amounts billed for ENGINEER's services will be based on the cumulative hours charged to the Project during the billing period by each class of ENGINEER's employees times Hourly Rates for each applicable billing class, plus Direct Expenses at cost times a factor of 1.15 and ENGINEER's Consultant's charges at cost times a factor of 1.15 6. The Hourly Rates Schedule will be adjusted each January 1st to reflect cost of living adjustments. 7. The Hourly Rates Method of Payment is conditioned on Construction Contract Times to complete the Work not exceeding * months. Should the Construction Contract Times to complete the Work be extended beyond this period, the total compensation to ENGINEER shall be appropriately adjusted. 8. if more prime contracts are awarded for Work designed or specified by ENGINEER for this Project than identified in Exhibit A - Pan 1, the ENGINEER shall be compensated an additional amount equal to $ for all Basic Services for each prime contract added. *To be negotiated if required. B4.02 For Authorized Additional Services --Standard Hourlv Rates Method of Payment. A. OWNER shall pay ENGINEER for authorized Additional Services set forth in Exhibit A - Part 2 as follows: 1. For labor on an hourly rate basis in accordance with Appendix I. 2. For reimbursable expenses, on the basis of cost times a factor of 1.15 B. The hourly rate schedule will be adjusted each January I st to reflect cost of living adjustments. Page 2 of 2 pages Sheet B-2 (Exhibit B - Payments to Engineer) TABLE B-1 PERSONNEL SERVICES RATES AGREEMENT FOR ENGINEERING SERVICES Owner: City of Lubbock, Texas Project: Lubbock Preston Smith International Airport COMPENSATION RATES Hourly fees listed herein will apply until December 31, 2015. Hourly fees shall be adjusted each January V to reflect the cost of living adjustments. A. PERSONNEL SERVICES Category of Personnel ENGINEER Principal -in -Charge $208.00 Program Manager/Project Manager $190.00 Senior Professional Engineer $171.00 Professional Engineer $140.00 Engineer -In -Training $118.00 Technician/Designer $130.00 Drafter/CADD Operator $86.00 Clerical $78.00 Senior Professional Engineer $185.00 Technician or Designer $150.00 Clerical $59.00 B. REIMBURSABLE EXPENSES The following expenses are reimbursable: 1. Travel, subsistence and incidental costs. 2. Use of motor vehicles on a monthly basis for assigned vehicles and on a current mileage basis or rental cost basis for vehicles used for short periods. 3. Long distance telephone costs and project "onsite" telephone costs. 4. Reproduction of reports, drawings and specifications. 5. Postage, shipping or hand delivery charges for project -related materials. 6. Computer time charges, including program use charges. 7. Rental charges for use of equipment. 8. Cost of acquiring any other materials or services specifically for and applicable to only this Project. EXHIBIT C DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE Paragraph LO1C of the Agreement is amended and supplemented to include the following agreement of the parties: C6.02 Resident Project Representative A. ENGINEER shall famish a Resident Project Representative ("RPR"), assistants, and other field staff to assist ENGINEER in observing progress and quality of the Work. The RPR, assistants, and other field staff under this Exhibit C may provide full time representation or may provide representation to a lesser degree. B. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the Work. However, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over the Contractor's Work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures selected by Contractor, for safety precautions and programs incident to the Contractors work in progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's perforating and furnishing the Work, or responsibility of construction for Contractors failure to famish and perform the Work in accordance with the Contract Documents. C. The duties and responsibilities of the RPR are limited to those of ENGINEER in the Agreement with the OWNER and in the Contract Documents, and are further limited and described as follows: 1. General: RPR is ENGINEER's agent at the Site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the Contractor's work in progress shall in general be with ENGINEER and Contractor, keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by Contractor and consult with ENGINEER concerning acceptability. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstmction conferences, progress meetings, job conferences and other project -related meetings, and prepare and circulate copies of minutes thereof. 4. Liaison: a. Serve as ENGINEER's liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the 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. 5. Interpretation of Contract Documents. Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by ENGINEER. 6. Shop Drawings and Samples. Page 1 of 4 Pages (Exhibit C - Resident Project Representative) a. Record date of receipt of Samples and approved Shop Drawings. b. Receive Samples which 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 for which RPR believes that the submittal has not been approved by ENGINEER. 7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to Contractor in writing decisions as issued by ENGINEER. 8. Review of Work and Rejection of Defective Work: a. Conduct on -Site observations of Contractor's work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to ENGINEER whenever RPR believes that any part of Contractor's work in progress will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise ENGINEER of that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 9. Inspections, Tests, and System Startups: a. Consult with ENGINEER in advance of scheduled major inspections, tests, and systems startups of important phases of the Work. b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate OWNER's personnel, and that Contractor maintains adequate records thereof. c. Observe, record, and report to ENGINEER appropriate details relative to the test procedures and systems startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections, and report to ENGINEER. 10. Records: a. Maintain at the Site orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the 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, weather conditions, data relative to questions of Change Orders. Field Orders, Work Change Directives, or changed conditions, Site visitors, 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. Record names, addresses and telephone numbers of all Contractors, subcontractors, and major suppliers of materials and equipment. d. Maintain records for use in preparing Project documentation. Page 2 of 4 Pages (Exhibit C - Resident Project Representative) e. Upon completion of the Work, furnish original set of all RPR Project documentation to ENGINEER. 11. Reports: a. Furnish to ENGINEER periodic reports as required of progress of the Work and of Contractors 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 startup reports. d. Report immediately to ENGINEER the occurrence of any Site accidents, any Hazardous environmental Conditions, emergencies, or acts of God endangering the Work, and property damaged by fire or other causes. 12. 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. 13. 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 Specifications 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. 14. Completion: a. Before ENGINEER issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. c. Participate in a final inspection in the company of ENGINEER, OWNER, and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance and issuance of the Notice of Acceptability of the Work. D. Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or -equal" items). 2. Exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract Documents. 3. Undertake any of the responsibilities of Contractor, subcontractors, suppliers, or Contractor's superintendent. 4. Advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of Contractor's work unless such advice or directions are specifically Page 3 of 4 Pages (Exhibit C - Resident Project Representative) required by the Contract Documents. 5. Advise on, issue directions regarding, or assume control over safety precautions and programs in connection with the activities or operations of OWNER or Contractor. 6. 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 Project in whole or in part. Page 4 of 4 Pages (Exhibit C - Resident Project Representative) EXHIBIT D NOTICE OF ACCEPTABILITY OF WORK PROJECT: To be determined at a later date OWNER: Lubbock Preston Smith International Airport OWNER's Construction Contract Identification: EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT: CONSTRUCTION CONTRACT DATE: ENGINEER: To: OWNER I•TiCll . 418Ryi7•Ti�t7iT7 The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work furnished and performed by CON'T'RACTOR under the above Contract is acceptable, expressly subject to the provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof. Dated: Page 1 of 2 Pages (Exhibit D - Notice of Acceptability of Work) CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the following terms and conditions to which all persons who receive said Notice and rely thereon agree: 1. Said 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. Said Notice reflects and is an expression of the professional judgment of ENGINEER. 3. Said Notice is given as to the best of ENGINEER's knowledge, information, and belief as of the date hereof. 4. Said 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 Project (including observation of the CONTRACTOR's work) under ENGINEER's Agreement with OWNER and under the Construction Contract referenced on the reverse hereof, 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 ENGINEER's Agreement with OWNER and the Construction Contract referenced on the reverse hereof. 5. Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the Construction Contract referenced on the reverse hereof nor an assumption of responsibility for any failure of CONTRACTOR to furnish and perform the Work thereunder in accordance with the Contract Documents. Page 2 of 2 Pages (Exhibit D - Notice of Acceptability of Work) EXHIBIT E ENGINEER CONTRACTUAL REQUIREMENTS TITLE VI ASSURANCES During the performance of this agreement, the ENGINEER, for itself, its assignees and successors in interest (hereinafter referred to as the "ENGINEER") agrees as follows: I. Compliance with Re ul�. The ENGINEER shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended front time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this agreement. 2. Nondiscrimination. The ENGINEER, with regard to the work performed by it during the agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The ENGINEER shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in appendix B of the Regulations. 3. Solicitations for Subcontracts. Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the ENGINEER for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the ENGINEER of the ENGINEER'S obligations under this agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. Information and Reports. The ENGINEER shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its hooks, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of the ENGINEER is in the exclusive possession of another who fails or refuses to furnish this information, the ENGINEER shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance. In the event of the ENGINEER's noncompliance with the nondiscrimination provisions of this agreement, the sponsor shall impose such agreement sanctions as it or the FAA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the ENGINEER under the agreement until the ENGINEER complies, and/or b. Cancellation, termination, or suspension of the agreement in whole or in part. 6. Incorporation of Provisions. The ENGINEER shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The ENGINEER shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event an ENGINEER becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the ENGINEER may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the ENGINEER may request the United States to enter into such litigation to protect the interests of the United States. Page 1 of 2 (Exhibit E. Engineer Contractual Requirements) DISADVANTAGED BUSINESS ENTERPRISE (DBE) ASSURANCES 1. Policv. It is the policy of the Department of Transportation (DOT that disadvantaged business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement. Consequently, the DBE requirements of 49 CFR Part 23 apply to this agreement 2. DBE Oblieation. The ENGINEER agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all ENGINEERS shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. ENGINEERS shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT -assisted contracts. TEXT MESSAGING WHILE DRIVING In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, and DOT Order 3902.10, Text Messaging While Driving, December 30, 2009, the ENGINEER and/or Contractor is encouraged to: 1. Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving when performing any work for, or on behalf of, the Federal government, including work relating to a grant or subgrant. 2. Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as: a. Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and b. Education, awareness, and other outreach to employees about safety risks associated with texting while driving. Page 2 of 2 (Exhibit E. Engineer Contractual Requirements)