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HomeMy WebLinkAboutResolution - 2009-R0469 - Contract - Parkhill, Smith, & Cooper Inc.- Architectural/Engineering Services - 11/05/2009I Resolution No. 2009-RO469 November 5, 2009 Item No. 5.19 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a contract for Architectural/Engineering Services per RFQ-09-720-DD, 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 this 5th day of November , 2009. ��- - TOM MARTIN, MAYOR ATTEST: Reba�7p e Garza, City Secretary APPROVED AS TO CONTENT: C (Jam s Loomis, Assistant City Manager r sportation & Public Works APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vw-.ccdocs/RES.Contract-Parkhill Smith &c Cooper September 22, 2009 Resolution No. 2009-80459 AGREEMENT FOR ENGINEERING SERVICES THIS AGREEMENT, between the City of Lubbock, Texas (hereinafter referred to as Owner) and Parkhill, Smith & Cooper, Inc., with principal offices at 4222 $5`s Street, Lubbock, Texas 79423 (hereinafter referred to as Engineer): WITNESSETH: WHEREAS, Owner intends to construct certain improvements at the Lubbock Preston Smith International Airport (hereinafter referred to as the projects), more fully described as follows: This contract is for professional architecturallengineering 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. WHEREAS, Owner requires certain professional engineering services in connection with the Project (hereinafter referred to as the Services); and WHEREAS, Engineer is prepared and has the ability to provide such Services; NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 - EFFECTIVE DATE The effective date of this Agreement shall be January 14, 2010. ARTICLE 2 - SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform the Services described in Attachment A, Scope of Services, which is attached hereto and incorporated by reference as part of this Agreement. ARTICLE 3 - COMPENSATION Owner shall pay Engineer for Services in accordance with Attachment B, Compensation, which is attached hereto and incorporated by reference as part of this Agreement. ARTICLE 4 - STANDARD OF CARE Engineer shall exercise the same degree of care, skill and diligence in the performance of the Services as is ordinarily provided by a professional engineer under similar circumstances at the same time and in the same locality. ARTICLE 5 - LIMITATIONS OF RESPONSIBILITY Engineer shall not be responsible for actual means, methods, techniques, sequences, procedures or safety precautions and programs used in connection with the Project by others. Engineer shall assist the Owner in the administering of its contracts with any vendor or other Project participant in order to fulfill. contractual or other responsibilities to the Owner or to comply with federal, state and local laws, ordinances, regulations, rules, codes, orders, criteria and standards. ARTICLE 6 - OPINIONS OF COST AND SCHEDULE Since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over contractors', subcontractors' or vendors' methods of determining prices, or over competitive bidding or market conditions, Engineer's opinion of cost shall be made on the basis of qualifications and experience as a professional engineer. Since Engineer has no control over the resources provided by others to meet contract schedules, Engineer's forecast schedules shall be made on the basis of qualifications and experience as a professional engineer. Engineer cannot and does not guarantee that proposals, bids or actual Project costs will not vary from his opinions of cost or that actual schedules will not vary from his forecast schedules. ARTICLE 7 - LIABILITY AND INDEMNIFICATION 7.1 General. Having considered the risks and potential liabilities that may exist during the performance of the Services and in consideration of the promises included herein, Owner and Engineer agree to allocate such liabilities in accordance with this Article 7. Words and phrases used in this Article shall be interpreted in accordance with customary insurance industry usage and practice. 7.2 Indemnification. Engineer agrees to defend, indemnify and hold Owner whole and harmless against all claims for damages, costs and expenses of persons or property that may arise out of, or be occasioned by, or from; any negligent act, error or omission of Engineer; or any agent, servant or employee of Engineer in the execution or performance of this Contract. 7.3 Defense of Claims. In the event an action for damages is filed in which negligence is alleged on the part of Owner and Engineer, Engineer agrees to defend Owner. In the event Owner accepts Engineer's defense, Owner agrees to indemnify and reimburse Engineer on a pro rata basis for all expenses of defense. Owner also agrees to indemnify and reimburse Engineer on a pro rata basis for any judgment or amount paid by Engineer in resolution of such claim. Such pro rata share shall be based upon a final judicial determination of negligence or, in the absence of such determination, by mutual agreement. 7.4 Employee Claims. Engineer shall indemnify Owner against legal liability for damages arising out of claims by Engineer's employees. Owner shall indemnify Engineer against legal liability for damages arising out of claims by Owner's employees. 7.5 Limitations of Liability. To the fullest extent permitted by law, Engineer's total liability to Owner for any and all injuries, claims, losses, expenses or damages arising out of or in any way related to the Project or this Agreement from any cause or causes, including but not limited to Engineer's negligence, errors, omissions, strict liability, or breach of contract, shall not exceed the minimum amounts required by Article 10 of this Agreement. 7.6 Other Project Indemnities. Indemnity provisions shall be incorporated into all Project contractual arrangements entered into by Owner and shall protect Owner and Engineer to the same extent. 7.7 Survival. Upon completion of all services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive. ARTICLE 8 - INDEPENDENT CONTRACTOR Engineer undertakes performance of the Services as an independent contractor and shall be wholly responsible for the methods of its own performance and that of its subcontractors, agents and employees. Owner shall have no right to supervise the methods used, but Owner shall have the right to observe such performance. Engineer shall work closely with Owner in performing Services under this Agreement. 2 ARTICLE 9 - COMPLIANCE WITH LAWS In performance of the Services, Engineer will comply with applicable regulatory requirements, including federal, state and local laws, rules, regulations, orders, codes, criteria and standards. Engineer shall possess the licenses necessary to allow Engineer to perform the Engineering Services. Engineer shall not be responsible for procuring permits, certificates and licenses required for any construction unless such responsibilities are specifically assigned to Engineer in Attachment A, Scope of Services. ARTICLE 10 - INSURANCE Prior to the time Engineer is entitled to commence any part of the Services under this Agreement, Engineer shall procure, pay for, and maintain the following insurance written by companies licensed in the State of Texas or meeting surplus lines requirements of Texas law and acceptable to Owner. The insurance shall be evidenced by delivery to Owner of one (1) certificate of insurance, executed by the insurer, listing coverage and limits, expiration date and term of policy, and certifying that the insurer is licensed to do business in Texas or meets the surplus lines requirements of Texas law, or by delivery to Owner of a certified copy of each policy, including all endorsements. The insurance requirements shall remain in effect throughout the term of this Agreement. A. General Liability: Engineer's insurance shall contain broad form contractual liability with a combined single limit of a minimum of $500,000 each occurrence and in the aggregate and shall include the following: • Bodily Injury and Property Damage • Broad Form Contractual Liability • Personal Injury and Advertising Injury • Fire legal liability • Products and complete operations. B. Business Automobile Liability: Engineer's insurance shall contain a combined single limit of at least $500,000 per occurrence, and include coverage for, but not limited to, the following: • Bodily injury and property damage • Any and all vehicles owned, used or hired C. Workers' Compensation and Employer's Liability Insurance 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. Any termination of workers' compensation insurance coverage by Engineer or any cancellation or non -renewal of workers' compensation insurance coverage for the Engineer shall be a material breach of this Agreement. The 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. Employer's Liability with limits of at least $500,000 each accident, $500,000 by disease policy limit, and $500,000 by disease each employ shall also be obtained and maintained throughout the term of this agreement. D. Other Insurance Requirements 3 Engineer's general liability and auto liability insurance policies through policy endorsement must include wording, which states that the policy shall be primary and non-contributory with respect to any insurance carried by City of Lubbock. The certificate of insurance described must reflect that the above working is included in evidenced policies. E. Professional Liability Insurance (including errors and omissions) with minimum limits of $1,000,000 per claim. F. Consultant shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor or subconsultant of Consultant to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile Iiability coverage with insurance carriers admitted to do business in the state of Texas. The policies will be written on an occurrence basis and will be subject to minimum limits described in Article 10 of this Agreement. Engineer shall furnish owner certificates of insurance which shall include a provision that such insurance shall not be canceled without at least thirty (30) days written notice to Owner. ARTICLE 11 - OWNER'S RESPONSIBILITIES Owner shall be responsible for all matters described in Attachment C, Owner's Responsibilities, which is attached hereto and incorporated by reference as part of this Agreement. For purposes of this Agreement, Owner may act through its governing body or through administrative officials. ARTICLE 12 - REUSE OF DOCUMENTS All documents, including drawings, specifications and computer software, prepared by Engineer pursuant to this Agreement are instruments of service in respect to this Project. They are not intended or represented to be suitable for reuse by Owner or others on extensions of this Project or on any other project. Any reuse without written verification or adaptation by Engineer for the specific purpose intended will be at Owner's sole risk and without liability or legal exposure to Engineer. ARTICLE 13 - AMENDMENT, TERMINATION AND STOP ORDERS This Contract may be altered or amended only by mutual written consent of both parties hereto and may be terminated by the Owner at any time by written notice to the Engineer. Upon receipt of such notice, the Engineer shall, unless the notice directs otherwise, immediately discontinue all work in connection with the performance of this Contract and shall proceed to cancel promptly all existing orders insofar as such orders are chargeable to this Contract. The Engineer shall submit a statement showing in detail the work performed under this Contract to the date of termination. The Owner shall then pay the Engineer promptly that proportion of the prescribed fee which applies to the work actually performed under this Contract, less all payments that have been previously made. Thereupon, copies of all completed work accomplished under this Contract shall be delivered to the Owner. The Owner may issue a Stop Work Order to the Engineer at any time. Upon receipt of such order, the Engineer is to discontinue all work under this Contract and cancel all orders pursuant to the Contract, unless the order otherwise directs. If the Owner does not issue a Restart Order within 60 days after receipt by the Engineer of the Stop Work Order, the Engineer shall regard this Contract terminated in accordance with the foregoing provisions. 4 ARTICLE 14 - NONDISCLOSURE OF PROPRIETARY INFORMATION Engineer shall consider all information provided by Owner to be proprietary unless such information is available from public sources. Engineer shall not publish or disclose proprietary information for any purpose other than the performance of the Services without the prior written authorization of Owner or in response to legal process. ARTICLE 15 - NOTICE Any notice, demand or request required by or made pursuant to this Agreement shall be deemed properly made if personally delivered in writing or deposited in the United States mail, postage prepaid, to the address specified below. To Engineer: Parkhill, Smith & Cooper, Inc. ATTN: John T. Hamilton, P.E. 4222 85h Street Lubbock, Texas 79423 To Owner: City of Lubbock Lubbock Preston Smith International Airport ATTN: James W. Loomis, A.A.E. Administration Office, 2nd Floor 5401 N. Martin Luther Ding Jr. Blvd., Unit 389 Lubbock, TX 79403 Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of Engineer and Owner. ARTICLE 16 - UNCONTROLLABLE FORCES Neither Owner nor Engineer shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to uncontrollable forces the effect of which, by the exercise of reasonable diligence, the nonperforming party could not avoid. The term "uncontrollable forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the control of the nonperforming party. It includes, but is not limited to, fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, construction Contractor default or abandonment, failure on the part of the construction Contractor to otherwise pursue construction of the project, legislative actions, Owner -directed changes to design criteria or scope services once criteria and scope have been agreed upon, Owner -directed changes to plans after plans have been reviewed and approved (including partial submittal progress reviews), inability to procure permits, licenses or authorizations from any state, local or federal agency or person for any of the supplies, materials, accesses or services required to be provided by either Owner or Engineer under this Agreement. Neither party shall, however, be excused from performance if nonperformance is due to uncontrollable forces which arc removable or remediable and which the nonperforming party could have, with the exercise of reasonable diligence, removed or remedied with reasonable dispatch. The provisions of this Article shall not be interpreted or construed to require Engineer or Owner to prevent, settle or otherwise avoid a strike, work slowdown or other labor action. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable force preventing continued performance of the obligations of this Agreement. 5 ARTICLE 17 - GOVERNING LAW This Agreement shall be governed by the laws of the State of Texas. Any suit brought to enforce any provision of this Agreement or for construction of any provision thereof shall be brought in Lubbock County, Texas. ARTICLE 18 - MISCELLANEOUS 18.1 Nonwaiver. A waiver by either Owner or Engineer of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. 18.2 Severability. The invalidity, illegality or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent the entire Agreement from being void should a provision which is of the essence of the Agreement be determined to be void. ARTICLE 19 - INTEGRATION AND MODIFICATION This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations and agreements, either written or oral. This Agreement may be amended only by a written instrument signed by each of the parties. ARTICLE 20 - SUCCESSORS AND ASSIGNS Owner and Engineer each binds itself and its directors, officers, partners, successors, executors, administrators, assigns and legal representatives to the other party to this Agreement and to the partners, successors, executors, administrators, assigns and legal representatives of such other party, in respect to all covenants, agreements and obligations of this Agreement. ARTICLE 21 - ASSIGNMENT Neither Owner nor Engineer shall assign, sublet or transfer any rights under or interest in (including, but without limitation, monies that may become due or monies that are due) this Agreement without the written consent of the other, except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent Engineer from employing such independent consultants, associates and subcontractors as he may deem appropriate to assist him in the performance of the Services hereunder. ARTICLE 22 - SUBCONTRACTORS No work herein called for by the Engineers shall be subcontracted to a subcontractor who is not acceptable to the Owner or assigned without prior written approval of the Owner. The Engineer shall require subcontracts to conform to the applicable terms of this Contract and include provisions which require subcontractor compliance with Owner's Rules. ARTICLE 23 - THIRD PARTY RIGHTS Nothing herein shall be construed to give any rights or benefits to anyone other than Owner and Engineer. IN WITNESS WHEREOF, the parties have executed this Agreement APPROVED AS TO CONTENT: w .r Loomis, A.A.E. ,tor of Aviation APPROVED AS TO FORM: Chad Weaver Assistant City Attorney CITY OF LUBBOCK, TEXAS Tom Martin Mayor Attest Rebecca Garza City Secretary PARKHILL, SMITH & COOPER, INC. 14 y: 1 Attest: , T. Hamilton, P.E. Mark D. Haberer, P.E. Firm Principal Corporate Associate Resolution No. 2009-80469 ATTACHMENT A TO AGREEMENT FOR ENGINEERING SERVICES Owner: City of Lubbock, Texas Project: Architectural/Engineering Services for Various Airport Improvement Projects. A DESCRIPTION OF SCOPE OF SERVICES The scope of services for this project is included as Exhibit A to this agreement. Work will not proceed until Owner has authorized Engineer in writing to proceed. I. BASIC SERVICES A. DESIGN SERVICES Professional services as defined in Exhibit A. B. ADDITIONAL SERVICES At the request of the OWNER, the ENGINEER will provide Additional Services as included herein or upon agreement between OWNER and the ENGINEER defining the extent of such Additional Services and the amount and manner in which ENGINEER will be compensated for such Additional Services. 2. Additional Services may include, but are not limited to, preparing permits as may be required by the Corps of Engineers (COE) or the Environmental Protection Agency (EPA) or such other regulatory agency as described in Exhibit A. The extent and scope of such services can not be fully defined at this time. 3. Any work requested by the OWNER that is not included in one of the items listed in any other place will be classified as Additional Services. 4. Additional services may be authorized by a notice -to -proceed in writing from the OWNER and addressed to the Engineer. A-1 Resolution No. 2009-RO469 ATTACHMENT B TO AGREEMENT FOR ENGINEERING SERVICES Owner: City of Lubbock, Texas Project: Architectural/Engineering Services for Various Airport Improvement Projects. COMPENSATION BASIC AND SUPPLEMENTAL SERVICES For these services covered by this Agreement, the Owner agrees to pay the Engineer as follows: A. GENERAL 1. Professional services provided under this agreement will be paid for as set forth in Exhibit B. 2. The Engineer agrees to use its best efforts to perform services as defined herein within the billing limits stated below. 3. Monthly payments shall be made to the Engineer by the Owner based on Engineer's statement. The statement shall be itemized to indicate the amount of work performed and the associated reimbursable expenses and subcontract costs. 4. The uncontested amount of each statement shall be due and payable upon receipt by the Owner. Carrying charges of 1-1/2 percent per month from the billing date shall be due for accounts that are not paid within 60 days after the billing date. 5. The Engineer shall keep records on the basis of generally accepted accounting practices of costs and expenses and which records shall be available for inspection by Owner during normal business hours. 6. The Engineer shall provide adequate resources to complete the services described herein. B. BASIC ENGINEERING SERVICES 1. The maximum billed for Services including personnel services and reimbursable expenses for the Engineer and Subcontractors is to be negotiated when required. C. ADDITIONAL SERVICES Additional services must be authorized in writing by the Owner. 1. The maximum billed for Additional Services will be determined by mutual consent before the Additional Services are authorized by the Owner. 2. The Engineer shall start the performance of the authorized Additional Services within ten (10) days of the receipt of notice to proceed and will complete the Additional Services within the time period determined by mutual consent before the Additional Services are authorized by the Owner. Resolution No. 2009-80469 ATTACHMENT C TO AGREEMENT FOR ENGINEERING SERVICES Owner: City of Lubbock, Texas Project: Architectural/Enginecring Services for Various Airport Improvement Projects. OWNER'S RESPONSIBILITIES The Owner will furnish, as required by the work and not at the expense of the Engineer, the following items: Access to all maps, drawings, reports, records, audits, annual reports and other data that are available in the files of the Owner and which may be useful in the work involved under this Contract. 2. Secure permission to enter upon public and private property when required in performance of the Engineer's services. 3. Access to existing property, boundary, easement, right-of-way, utility surveys and property descriptions. 4. Full disclosure regarding the Project. 5. A Project Manager fully acquainted with the Project who has authority to approve changes in the Project within the delegated authority of the Project Manager, render decisions promptly, and furnish information in a reasonable time frame. It is recognized that certain changes or decisions will require City Manager and/or City Council approval. 6. Pay all costs for advertising and reproduction incident to advertising public meetings except for those public meetings advertisements which the Engineer is obligated to perform under Basic or authorized Supplemental Services. 7. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by Engineer, obtain advice of an attorney, insurance counselor and other consultants as Owner deems appropriate for such examination, and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of Engineer, Provide such legal accounting, independent cost estimating and insurance counseling services as may be required for the Project and such auditing services as Owner may require to ascertain how or for what purpose any contractor has used the monies paid to him under the construction contract. 9. Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of any defect in the Project. C-1 10. Cooperate with Engineer in securing preliminary approvals and consensus from the governmental authorities having jurisdiction over the Project and such approvals and consents from others as maybe necessary for completion of the Project. 11. Furnish, or direct Engineer to provide, necessary Supplemental Services as stipulated in Attachment A of this Agreement or other services as required. 12. Bear all costs incident to compliance with the requirements of this Attachment C. C-2 EXHIBITS • Exhibit A Engineer's Services • Exhibit B Payments to the Engineer • Exhibit C Duties, Responsibilities, and Limitations of Authority of Resident Project Representative • Exhibit D Notice of Acceptability of Work • Exhibit E Engineer Contractual Requirements, Title VI Assurances Resolution No. 2009—RO469 EDIT A ENGINEER'S 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 9 (Exhibit A) PART 1 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. 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 9 (Exhibit A) PART 1 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 ,general terms for future airport protects which are currently identiited in the Airport Master flan and other protects that will be requested by the Lubbock Preston Smith International Airyort 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 9 (Exhibit A) PART 1 3. Selecting Independent Testing Laboratory. 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. b. 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 Contractor's furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents. 7. Defective Work. Recommend to OWNER that Contractor's 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 9 (Exhibit A) PART I 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 Laws and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of deternuning 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, Contractor's 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 Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of Contractor's 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 9 (Exhibit A) PART i B. Duration of Construction Phase. The Construction Phase will continence 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 4 (Exhibit A) PART 1 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 Post -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. 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. 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. Page 7 of 9 (Exhibit A) PART 2 12. Furnishing services of ENGINEER's Consultants for other than Basic Services. 13. Services during 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 constructibility 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. 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. Page 8 of 9 (Exhibit A) PART 2 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 9 (Exhibit A) PART 2 Resolution No. 2009—RO469 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 A. 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 nesotiated 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 -I (Exhibit B - Payments to Engineer) EXHIBIT 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 - Part 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 Hourly 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 1. 2. For reimbursable expenses, on the basis of cost times a factor of 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, 2009. Hourly fees shall be adjusted beyond January 1, 2010 by multiplying the hourly fee by the Consumer Price Index increase published on or after January 1, 2010 and each successive year thereafter. A. PERSONNEL SERVICES Catezory of Personnel $IHR Parkhill. Smith & Cooner. Inc. Principal -in -Charge 162.00 Program Manager/Project Manager 137.00 Senior Professional Engineer 122.00 Professional Engineer 105.00 Engineer -In -Training 88.00 Technician/Designer 78.00 Drafter/CADD Operator 71.00 Clerical 63.00 PaveTex Engineering & Testing, Inc. Senior Professional Engineer 175.00 Technician or Designer 59.00 Clerical 39.00 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 Proj ect. Resolution No. 2009—RO469 EXHIBIT C DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE Paragraph 1.01 C of the Agreement is amended and supplemented to include the following agreement of the parties: C6.02 Resident Project Representative A. ENGINEER shall furnish 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 Contractor's work in progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's performing and furnishing the Work, or responsibility of construction for Contractor's failure to fiunish 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 preconstruction 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 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 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 asset 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) Resolution No. 2009—RO469 EXHIBIT D NOTICE OF ACCEPTABILITY OF WORK PROJECT: To he 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 And To: CONTRACTOR The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work furnished and performed by CONTRACTOR 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. It Title: Dated: Page I 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. 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) Resolution No. 2009—RO469 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: L Compliance with Regulations. 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 I 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. DISADVANTAGED BUSINESS ENTERPRISE (DEE) ASSURANCES 1. Policy. 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 Page 1 of 2 (Exhibit E. Engineer Contractual Requirements Title V1 Assurances) in whale or in part with Federal funds under this agreement. Consequently, the DEE requirements of 49 CFR Part 23 apply to this agreement. 2. DBE Obligation. 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. Page 2 of 2 (Exhibit E. Engineer Contractual Requirements Title VI Assurances)