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Home My WebLink AboutContract 51820 02/04/2019 8:34 AM ENHANCED COMMUNITY FACILITIES AGREEMENT WITH CITY PARTICIPATION Developer Company Name: American Airlines,Inc. Address,State,Zip Code: 4333 Amon Carter Blvd.,Fort Worth,TX 76155 Phone&Email: 817-931-4261,tim.skipworth@aa.com Authorized Signatory,Title: Tim Skipworth,Vice President Project Name: American Airlines Headquarters Trinity Blvd., SH 360 Frontage,American Blvd. Brief Description: Paving, Storm Drain, Signals,and Street Lighting Project Location: 13951 Trinity Blvd,Fort Worth TX 76155 Plat Case Number: None Plat Name: None Mapsco: <1Mapscc1> Council District: C:[]1> City Project Number: 101314 CFA Number: 2017-192 City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd.,SH American Blvd. CFA Official Release Date:01.22.2017 OFFICIAL RECORD Page 1 of 17 CITY SECRETARY 21586635v.1 FT. WORTH,TX ENHANCED COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. 51820 THIS ENHANCED COMMUNITY FACILITIES AGREEMENT ("Agreement" or "ECFA") is made and entered into by and between The City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager,and American Airlines,Inc.("Developer"), acting by and through its duly authorized representative. WHEREAS, Developer is constructing private improvements generally described as American Airlines Headquarters Trinity Blvd., SH 360 Frontage,American Blvd, consisting of a corporate headquarters facility for American Airlines, Inc. and certain ancillary improvements related thereto(collectively,the"Project")within the City of Fort Worth, Texas; and WHEREAS, City and Developer desire to make or cause to be made certain specific public improvements along the Highway 360 southbound frontage road at its intersection with Trinity Boulevard, along Trinity Boulevard, and signalization at the future American Boulevard and Post Oak Boulevard Intersection ("Trinity Boulevard/American Boulevard Infrastructure")in connection with the construction of the private improvements; and WHEREAS, the City has agreed to participate in the cost of the Trinity Boulevard /American Boulevard Infrastructure in an amount not to exceed $2,000,000.00 of City funds; and WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the Trinity Boulevard Infrastructure as described below and on the exhibits attached hereto and incorporated herein("Improvements")for the Project; and WHEREAS, the City is seeking approval from the State of Texas, through the Texas Department of Transportation ("TxDOT") for the award of Regional Toll Revenue ("RTR") funds in the estimated amount of $4,170,491.00, with a total project cost estimated at $5,690,838.00 to pay for a portion of the Trinity Boulevard/American Boulevard Infrastructure Improvements; and WHEREAS,upon approval by TxDOT of RTR funding,the City intends to execute an Advance Funding Agreement with TxDOT setting forth the terms and conditions under which City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd., SH 36 , American Blvd. CFA Official Release Date:0)_.22.20)_7 OFFICIAL.RECORD Page 2 of 17 CITY SECRETARY 21596635v.1 FT. WORTH,TX the City will receive such RTR funding (the "Advance Funding Agreement") for the Trinity Boulevard/American Boulevard Infrastructure; and WHEREAS, the RTR program and Advance Funding Agreement would require the City to make a local match in the amount of$1,042,623.00 ("Local Match"); and WHEREAS, TxDOT has identified an additional $427,724.00 in engineering fees that the City is required to contribute to the Project as a Local Contribution; and WHEREAS, TxDOT and the North Texas Council of Governments have represented to the City and Developer that despite language in the AFA that could be construed to the contrary,the additional $427,724.00 in engineering fees may qualify as part of the City's Local Match; and WHEREAS, the City has agreed to spend $2,000,000.00 of non-RTR funds in connection with the Trinity Boulevard/American Boulevard Infrastructure; and WHEREAS, the City's $2,000,000.00 of non-RTR funds will be used to satisfy the Local Match, and if necessary, the additional $427,724.00 required by the Advance Funding Agreement for the Trinity Boulevard/American Boulevard Infrastructure; and WHEREAS,if the Local Match and any additional non-RTR City funds, including the $427,724.00 Local Contribution, is more than $2,000,000.00, Developer shall be liable for paying the amount that exceeds $2,000,000.00; and WHEREAS, if the Local Match and Local Contribution is less than$2,000,000.00, the remaining amount of the $2,000,000.00 may be used to offset other costs of the Trinity Boulevard/American Boulevard Infrastructure or may be used in connection with the design and construction of additional improvements to American Boulevard pursuant to an amendment to this Agreement or in a separate agreement between Developer and the City; and WHEREAS, Developer agrees to cause, the design, permitting and construction of the Improvements for which the City will reimburse the Developer with RTR funds and non- RTR funds in accordance with the terms of this Agreement; and WHEREAS, with the scope of this investment, the current level of completion, and the complexity of the infrastructure funding, it is appropriate to make an exception to allow reimbursement by the City of the City's non-RTR funds and the RTR funds in advance of the City's final acceptance of the overall Improvements; and WHEREAS, the City and Developer have entered into agreements under which the City has agreed to provide certain tax and economic development incentives as inducement City of Fort Worth Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd., SH 360 Frontage, American Blvd. CFA Official Release Date: 01.22.2017 Page 3 of 17 21586635v.1 for Developer to construct the Project in the City, such agreements consisting specifically of (i) that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 47341, as amended by City Secretary Contract No. 477341-A1 and as it may subsequently be amended(collectively,the"Tax Abatement Agreement")and(ii)that certain Economic Development Program Agreement on file in the City Secretary's Office as City Secretary Contract No. 47694, as it may subsequently be amended (collectively, the "EDPA"); and WHEREAS, the City's willingness to enter into this Agreement and to pay for a portion of the cost of the design and construction of the Improvements is contingent not only with Developer's agreement to complete the Improvements in accordance with this Agreement, but also Developer's agreement to complete the Project, and on Developer's compliance with all other terms and conditions under both the Tax Abatement Agreement and the EDPA; and WHEREAS,Developer has determined that Pacheco Koch ("Design Consultant")is the most highly qualified design consultant for the Project based on demonstrated competence and qualifications and Design Consultant's price is fair and reasonable; and NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein,the City and the Developer do hereby agree as follows: I. GENERAL REQUIREMENTS A. The Policy for the Installation of Community Facilities (":Policy") dated March 2001, approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated into this Agreement as if copied herein verbatim, except for section 11(11)of the Policy, which is not applicable to this Agreement because the construction of the Improvements will be publicly bid. Developer agrees to comply with all other provisions of said Policy in the performance of its duties and obligations hereunder and to cause all design consultants and contractors hired by Developer to comply with the Policy in connection with the work performed by said design consultants and contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Improvements have been completed and the City has officially accepted the City of Fort Worth Texas Enhanced Community Facilities Agreement-American Airlines Headquarters TE nity Blvd.,SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 4 of 17 21586635v.1 Improvements. Developer further acknowledges that said acceptance process requires the Developer's contractor(s) to submit a signed affidavit of bills paid signed by its contractor and consent of surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer for all the services provided under their contract. C. Developer agrees to cause the design and construction of the Improvements contemplated by this Agreement in accordance with this Agreement and the Policy for the Installation of Community Facilities as that policy is incorporated into this Agreement in Article I, Section A above. Developer agrees that design and construction of the Improvements shall be completed in a good and workmanlike manner and in accordance with all City standards and the City-approved construction plans, specifications and cost estimates provided for the Improvements and the exhibits attached hereto. D. The following checked exhibits describe the Improvements and are incorporated herein: Water (A) '.:. Sewer (A-1) 'J. Paving (B) E. Storm Drain (13-1) 0_ Street Lights, Signals& Signs(C) N. E. Upon execution of the Advance Funding Agreement, this Agreement shall be amended to incorporate herein the Advance Funding Agreement, which shall be attached hereto as Exhibit D and incorporated herein by reference for all purposes. Except as provided in Subsection F below, to the extent a conflict exists between the Advance Funding Agreement, and the remaining provisions of this Agreement, the Advance Funding Agreement shall control. F. Notwithstanding anything to the contrary herein, the City's total liability to Developer for design and construction of the Improvements in this Agreement, other than from funds received by the City from TxDOT pursuant to the Advance Funding Agreement, shall be limited to$2,000,000.00. Should the cost of the Improvements exceed the RTR funds received by the City from TxDOT and $2,000,000.00 in non-RTR City funds, Developer shall be responsible and liable for paying the additional cost for the design and construction of the Improvements. G. City agrees to reimburse Developer for design costs that are the subject of this Agreement that have been incurred prior to execution of the AFA. Developer City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd.,SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 5 of 17 21586635x.1 understands and agrees that if Developer proceeds with construction of the Improvements in this Agreement before the Advance Funding Agreement has been fully executed, then Developer is proceeding at risk and shall be responsible for the cost of the Improvements over and above $2,000,000 if the Advance;Funding Agreement is not executed. Further, if Developer expends funds in excess of the Local Match or for other than RTC approved phases as detailed in Exhibit A of the Advance Funding Agreement prior to the execution of the Advance Funding Agreement, Developer shall be responsible for such costs in excess of the Local Match or fir costs that are not for RTC approved phases. H. PROJECT DESIGN A. Developer will retain Pacheco Koch as the Design Consultant for the Improvements for the Project pursuant to a written agreement, a copy of which is attached hereto as Exhibit"E". B. Design Consultant shall submit plans to the City's Infrastructure Planning Review Center for review and approval. City shall have the ultimate right to approve or disapprove the Construction Documents after consultation with Developer. C. Developer's agreement with the Design Consultant shall include a release and indemnity in favor of City in substantially the following form: "DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTH AGAINST LIABILITY FOR ANY DAMAGE CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE DESIGN CONSULTANT OR DESIGN CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE DESIGN CONSULTANT EXERCISES CONTROL." D. Developer shall require that City is listed as an additional insured on Design Consultant's insurance policy. E. Developer shall require in its contract with Design Consultant that if this Agreement is terminated,the City shall have the right to the Design Consultant's plans,and to pay Design Consultant to complete the plans. City of Fort North,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd.,SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 6 of 17 21586635v.I III. PROJECT CONSTRUCTION A. The Developer shall award all contracts for the construction of the Improvements in accordance with Section II,paragraph 7 of the Policy and the contracts for the construction of the public infrastructure shall be administered in conformance with paragraph 8, Section II, of the Policy. Developer shall ensure its contractor(s) pays the then-current City- established wage rates B. For all Improvements included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: i. To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being prequalified, insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure, and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2) years from the date of final acceptance insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. iii. To require the contractor(s) it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City shall be named as additional insured on all insurance required by said documents and same will be evidenced on the Certificate of Insurance(ACORD or other state- approved form) supplied by the contractor's insurance provider and bound in the construction contract book. City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd.,SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 7 of 17 215866350 iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available; to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces,to not install or relocate any sanitary sewer, storm Crain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. V. To require its contractor to have fully executed. contract documents submitted to the City to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. C. Developer shall provide all engineering drawings and documents necessary to construct the Improvements under this Agreement. D. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. E. Developer will be responsible for the cost of any utility relocations that are considered a betterment as part of Developer's private project that is not the subject of this Agreement. To the extent that there are any other necessary utility relocation costs that franchise utility companies are not responsible for paying in accordance with their agreements with the City, then the City will be responsible for the costs of those utility relocations, and such utility relocation costs, if any, shall be part of the City's Participation Amount F. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary plans,specifications and cost estimates supplied by the Developer for this Agreement. G. Developer agrees to provide, at its expense, all necessary rights of way and easements across property leased by Developer in accordance with the provisions of its lease agreement with the DFW International Airport Board as required for the construction of City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Tri nity Blvd.,SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 8 of 17 21586635v.1 the current and future improvements provided for by this Agreement, including any necessary approvals from the Federal Aviation Administration. H. The Developer further covenants and agrees to, and by these presents does hereby,fully indemnify,hold harmless and defend the City,its officers, agents and employees from all suits, actions or claims of any character, whether real or asserted, brought for or on account of any injuries(including death)or damages sustained by any persons or to any property, resulting from or in connection with the construction, design,performance or completion of any work to be performed by said Developer, his contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, its contractors, sub-contractors, officers, agents or employees. I. The Developer will further require its contractors to indemnify, defend and hold harmless the City, its officers,agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever,whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from or in any way connected with the construction of the infrastructure contemplated herein, whether or not such injuries, death or damages are caused, in whole or in part, by the allezed nezlizence of the City of Fort Worth, its officers, servants, or employees, except that if in the event of concurrent negligence of the Developer and the City,responsibility and indemnity shall be apportioned in accordance with the law of the State of Texas, without waiving any governmental immunity available to the City under Texas law and without waiving any defenses available to the City or Developer under Teras law. Further, Developer will require its contractors to indemnify and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner,free from defects,in conformance with the Policy, and in accordance with all plans and specifications. J. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor, whether express or implied. Further, Developer agrees that all contracts City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd., SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 9 of 17 21586635v.1 with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. K. Inspection and material testing fees are required as follows and further apportioned in the Cost Summary Table below: i. Water and wastewater inspection fees and material testing fees equal to two percent (2%) for a total of 4% of the total construction cost as stated in the construction contract; ii. Paving and storm drain inspection fees equal to four percent(4%)and material testing fees equal to two percent(2%)for a total of 6%of the total construction cost as stated in the construction contract; and iii. Inspection fees equal to four percent (4%) of the signals and streetlight construction cost as stated in the construction contract. The inspection and material testing fees shall be included as part of the City Participation Amount. L. COMPLETION DEADLINE i. Notwithstanding anything to the contrary herein, the City's obligation to participate(exclusive of front foot charges)in this Agreement shall terminate if the Improvements are not completed by December 31, 2019, subject to extension due to events of force majeure in accordance with subsection vi below. If the Improvements are not completed by such time,Developer shall be in default under this Agreement and the City may terminate this Agreement by providing written notice to Developer,with no obligation by the City to pay any of the City Participation Amount. ii. Subject to paragraph i, above, the City shall reimburse Developer, no more frequently than monthly, for the City Participation Amount and RTR funding upon delivery to the City of proper documentation of the completed portions of the design or construction of the Improvements. iii. Nothing contained herein is intended to limit the Developer's obligations under the Policy, this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iv. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the Improvements if City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd.,SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 10 of 17 21586635v.1 the Improvements are not completed and accepted by the City by December 31, 2019, subject to extension due to events of force majeure in accordance with subsection vi below. V. The City may utilize the Developer's financial guarantee to cause the payment of costs for construction of the Improvements before December 31, 2019 if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction. vi. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, strike, inclement weather, shortages or unavailability of labor or materials,unreasonable delays by the City(based on the then-current workload of the City department(s)responsible for undertaking the activity in question) in issuing any permits, consents, or certificates of occupancy or conducting any inspections of or with respect to the Improvements, or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. M. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Developer certifies that Developer's signature provides written verification to the City that Developer: (1)does not boycott Israel; and (2)will not boycott Israel during the term of the contract. N. IMMIGRATION NATIONALITY ACT. Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd.; SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 11 of 17 21586635x.1 Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. O. This Agreement is executed in satisfaction of the City's obligation under Section 5.3 of the Tax Abatement Agreement to consider in good faith requests from Developer to contribute up to Two Million Dollars ($2,000,000.00)in City enhanced community facility funds for public roadway improvements and other public infrastructure improvements or upgrades that benefit the Project. In accordance with Section 5.3 of the Tax Abatement Agreement, no sums expended by either the City or Developer toward rhe cost of the Improvements under this ECFA will be used to satisfy the Total Investment Commitment set forth in Section 4.3 of the Tax Abatement Agreement. P. Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), relates to restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker,as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Company, or any branch, division, or department of Company, is convicted of a violation under 8 U.S.C. Section 1324a(f) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens), subject to any appellate rights that may lawfully be available to and exercised by Company, Company must repay, within one hundred twenty (120)calendar days following receipt of written demand from the City,the amount of funds received by Company hereunder, if any, plus Simple Interest at a rate of four percent(4%) per annum. For the purposes of this Agreement, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the amount of funds received. This City of Fort Worth,Teras Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd., SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 12 of 17 21586635v.1 rate of interest can be applied each year, but will only apply to the amount of the funds received and is not applied to interest calculated. For example, if the aggregate amount of funds received by Company is $10,000 and it is required to be paid back with four percent (4%) interest five years later,the total amount would be $10,000+ [5 x ($10,000 x 0.04)], which is $12,000. This Section P does not apply to convictions of any Affiliate of Company, any franchisees of Company, or any person or entity with whom Company contracts. Notwithstanding anything to the contrary herein,this paragraph will survive the expiration or termination of this Agreement as to convictions for actions for offenses occurring prior to the termination of this Agreement. (REMAINDER OF PACE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd., SH 360 Frontage, American Blvd, CFA Official Release Date:01.22.2017 Page 13 of 17 21586635v.I Cost Summary Sheet Project Name: Paving,Signal,and Street Light improvements to serve American Airlines Headquarters Trinity Blvd SBFR 360 American Blvd CFA No.: <CFA#> City Project No.: 101314 Developer's Impact Fee Items Cost funds RTR Cost City's Cost Total Cost A. Water and Sewer Construction 1. Water Construction 2.Sewer Construction $ $ $ Water and Sewer Construction Total B. TPW Construction 1.Street $ - $ 128,154.00 $ 1,553,817.20 $ 388,454.30 $ 2,070,425.50 2.Storm Drain $ $ 99,456.00 $ 24,864.00 $ 124,320.00 3.Street Lights Installed by Developer $ $ $ 4. Signals $ $ 516,193.20 $ 129,048.30 $ 645,241.50 TPW Construction Cost Total $ $ 128,154.00 $ 2,169,466.40 $ 542,366.60 $ 2,839,987.00 Total Construction Cost(excluding the fees(: $ $ 128,154.00 $ 2,169,466.40 $ 542,366.60 $ 2,839,987.00 Construction Fees: C. Water/Sewer Inspection Fee(2%)D. Water/Sewer Material Testing Fee(2%) Sub-Totalfor Water Construction Fees E. TPW Inspection Fee(4%) $ $ 66,130.93 $ 16,532.73 $ 82,663.66 F. TPW Material Testing(2%) $ - $ 33,065.46 $ 8,266.37 $ 41,331.83 G. Street Light Inspsection CostH. signals Inspection Cost $ $ 20,647.73 $ 5,161.93 $ 25,809.66 J.Civil/Geotechnical Engineering&Survey(2 $ $ 219,177.00 $ 219,177.00 TPW Construction Fees Subtotal $ $ 119,844.12 $ 249,138.03 $ 368,982.15 Total Construction Fees $ $ 119,844.12 $ 249,138.03 $ 368,982.15 TOTAL PROJECT COST $ $ 128,154.00 $ 2,289,310.52 $ 791,504.63 $ 3,208,969.15 * City's Cost is subject to Section I(F) above. The costs stated herein may be based upon construction estimates rather than actual costs. The City's portion of inspection and material testing fees are directly allocated to the City's accounts for charges and does not reimburse the Water Inspection and Material Testing Fees to the Developer. The City's participation estimate shall be limited to the unit prices contained in City of Fort Worth Ordinance No. 19192-06-2010, as amended,("Unit Price Ordinance")or as determined by public competitive bid. The City's cost participation (excluding inspection City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd., SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 14 of 17 21586635v.1 and material testing fees) is not a lump sum amount and may be less than stated above depending upon actual quantities as shown on the Notice of Final Completion package(`Green sheet') and based on unit prices from the construction contract documents. In no event shall the City pay more per unit than as determined pursuant to the Unit Price Ordinance or public competitive bid. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd.,SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 15 of 17 21586635v.1 IN TESTIMONY WHEREOF,the City of Fort Worth has caused this instrument to be executed in quadruplicate in its name and on its behalf by its Assistant City Manager, attested by its City Secretary,with the corporate seal of the City affixed, and said Developer has executed this instrument in quadruplicate, effective as of the date subscribed by the City's designated City Manager. CITY OF FORT WORTH DEVELOP] American Airr es,Inc. Suauy, ,LwZ;, Timafhy K.2�nw0rfh usan aius Name: Tim Skipworth Assistant City Manager Title: Vice President Date: jars 31,2919 Date: Recommended by: ATTEST: ( y if required by Developer) • Gi•�,nn�.�� ve yn o ergs/Jennifer Ezemack Project Assistant Signature Planning and Development Name: <—Name> Approved as to Form &Legality: Contract Cod pliance Manager: 4e en By signing I acknowledge that I am the person Asonamr-rAssistant City Attorney responsible for the monitoring and administration of this contract, including M&C No. ensuring all performance and reporting Date: M&C C-2889810/16/18 requirements. Form 1218-358170 AT7EST: Carl- tis ora��' FpR Development Manager City ec tary/Assistant City Secr }; 1FXP`' City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Tnity Blvd.,S American Blvd. CFA Official Release Date:01.22.2017 OFFICIAL RECORD Page 16 of 17 CITY SECRETARY 21586635v.1 FT. WORTH,TX Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment Location Map Exhibit A:Water Improvements Water Cost Estimate J Exhibit A-1: Sewer Improvements Sewer Cost Estimate Exhibit B: Paving Improvements Paving Cost Estimate Exhibit B-1: Storm Drain Improvements Storm Drain Cost Estimate Exhibit C: Street Lights,Signals and Signs Improvements ® Street Lights and Signs Cost Estimate 0 Exhibit D:Advance Funding Agreement between City and TxDOT ® Exhibit E: Design Consultant's Contract with Developer (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Enhanced Community Facilities Agreement-American Airlines Headquarters Trinity Blvd.,SH 360 Frontage, American Blvd. CFA Official Release Date:01.22.2017 Page 17 of 17 21586635v.1 0041 00 DAP BID FORM FOR PUBLICLY BID PROJECTS ONLY Page 1 of 3 SECTION 00 41 00 BID FORM TO: American Airlines, Inc. 4333 Amon Carter Blvd., Fort Worth,TX 76155 FOR: Paving, Signal,and Street Light Improvements to Serve American Airlines Headquarters Trinity Blvd,SH 360 Frontage,American Blvd City Project No.: City Project No. 101314 Units/Sections: N/A 1. Enter Into Agreement The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an Agreement with Developer in the form included in the Bidding Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Bid Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. 2. BIDDER Acknowledgements and Certification 2.1. In submitting this Bid, Bidder accepts all of the terms and conditions of the INVITATION TO BIDDERS and INSTRUCTIONS TO BIDDERS,including without limitation those dealing with the disposition of Bid Bond, 2.2. Bidder is aware of all costs to provide the required insurance, will do so pending contract award, and will provide a valid insurance certificate meeting all requirements in the construction contract. 2.3. Bidder certifies that this Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any collusive agreement or rules of any group, association,organization,or corporation. 2.4. Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid. 2.5. Bidder has not solicited or induced any individual or entity to refrain from bidding. 2.6. Bidder has not engaged in corrupt,fraudulent,collusive,or coercive practices in competing for the Contract. For the purposes of this Paragraph: a. "corrupt practice"means the offering, giving,receiving,or soliciting of any thing of value likely to influence the action of a public official in the bidding process. b. "fraudulent practice"means an intentional misrepresentation of facts made (a)to influence the bidding process to the detriment of Developer(b)to establish Bid prices at artificial non- competitive levels, or(c)to deprive Developer of the benefits of free and open competition. c. "collusive practice"means a scheme or arrangement between two or more Bidders,with or r without the knowledge of Developer, a purpose of which is to establish Bid prices at artificial, non- competitive levels. CITY OF FORT WORTH STANDARD CONSTRUCTION BID FORM-DEVELOPER AWARDED PROJECTS Form Revised April 2,2014 00 41 00 BID FORM DAP 0041 00 DAP BID FORM FOR PUBLICLY BID PROJECTS ONLY Page 2 of 7 d. "coercive practice"means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 3. Prequalification The Bidder acknowledges that the following work types must be performed only by prequalified contractors and subcontractors: a. Concrete Paving Construction/Reconstruction (Less than 15,000 square yards). b. Roadway and Pedestrian Lighting c. d. 4. Time of Completion 4.1. The Work will be complete for Final Acceptance within 117 calendar days after the date when the Contract Time commences to run as provided in the General Conditions. Construction for this prosect shall be completed by May 1st 2019. 4.2. Bidder accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the Work{and/or achievement of Milestones}within the times specified in the Agreement. 5. Attached to this Bid The following documents are attached to and made a part of this Bid: a. This Bid Form, Section 00 41 00 b. Proposal Form, Section 00 42 43 c. Prequalification Statement, Section 00 45 12 d. Any additional documents that may be required by Section 12 of the Instructions to Bidders e. Bidder pre-qualification application(Optional) 6. Total Bid Amount 6.1. Bidder will complete the Work in accordance with the Contract Documents for the following bid amount. In the space provided below, please enter the tots! bid amount for this project. Only this figure will be read publicly by the City at the bid opening. 6.2. It is understood and agreed by the Bidder in signing this proposal that the total bid amount entered below is subject to verification and/or modification by multiplying the unit bid prices for each pay item by the respective estimated quantities shown in this proposal and then totaling all of the extended amounts. 6.3 Total Bid $2,839,987.00 CITY OF FORT WORTH STANDARD CONSTRUCTION BID FORM-DEVELOPER AWARDED PROJECTS Form Revised April 2,2014 00 41 00 BID FORM DAP 4 00 41 00 DAP BID FORM FOR PUBLICLY BID PROJECTS ONLY . Page.3 of 3 7. Bid Submittal This 8id is submitted on by the entity named below. Respectf u fitted Receipt is acknowledged of the initial follovAn Addenda: 8y r i Addendum No.1: (S Ig-na t,rdT Addendum No.2: Addendum No.3: Marcos G.Reyes Addendum No.4: (Printed Name) Title: President Company: Reyes Group Ltd. Corporate Seat: ' Address:. 1620 parker Road Grand Prairie,TX 75050 State of Incorporation: Illinois Email: marcas re as rou com Phone: 214-260-3535 END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION BID FORM-DEVELOPER AWARDED PROJECTS _ Form Revised Apcit 2.2014 00 41 00 BID FORM DAP 00 42 43 DAP-nm PROPOSAL. Paee 1.,ra Addendum 1 _ SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit of Bid No Description Section No. Measure Quantity Unit Price Bid Value l 0171.0101 Construction Staking 017123 LS 1 $ 54,000.00 $54,000.00 2 0241.0100 Remove Sidewalk 0241 13 SF 1,053 $ 2.50 $2,6$2.50 3 0241.0300 Remove ADA Ramp 0241 13 FA 4 $745.00 $2,980,00 4 0241.0500 Remove Fence 0241 13 LF 1,700 $4.00 $6,800.00 5 0241,0900 Remove Misc Conc Structure 0241 13 LS 1 $1.000.00 $1,000.0o 6 0241.1000 Remove Conc Pvmt 0241 15 SY 1,915 $19.00 $36,385.00 7 0241,1300 Remove Conc Curb&Gutter 0241 15 LF 5,851 $9,00 $52,659,00 8 0241,4001 Remove(0'Curb Inlet 02 41 14 EA 3 $4,000.00 $12,000.00 9 2605.0111 Furnish/Install Elec Sery Pedestal 26 05 00 EA 2 $6.700.00 $13,400.00 10 2605.3013 2"CONDT RM(T) 2605 33 LF 15 $25.00 $375.00 11 2605.3015 2"CONDT PVC SCH 80(T) 2605 33 LF 2,594 $14.60 $37,613.00 12 2605.3016 2"CONDT PVC SCH 80(B) 26 05 33 LF 485 $20.00 $9,700.00 13 2605.3025 3"CONDT PVC SCH 80(T) 26 05 33 LF 750 $18.00 $13,500.00 14 2605.3026 3"CONDT PVC SCH 80(B) 26 05 33 LF 645 $22.00 $14,190.00 15 2605.3033 4"CONDTPVC SCH 80(T) 26 05 33 LF 5 $30.00 $150.00 16 3110.0101 Site Clearing 311000 LS t $11._800.00 $11,800.00 17 3123.0101 Unclassified Excavation by Plan 3123 16 CY 4,113 $17,001 $69,921,00 18 3124,0101 Embankment by Plan 31 2400 CY 3,207 $11.()0 $35,277,00 19 3125,0101 SWPPP >_I acre 31 25 00 LS l $12,300,00 $12,300.00 20 3201.03023 oi Extra Width Asphalt Pavement Repair 3201 17 SY 1,933 $24.00 $46,392.00 21 321).0401 Commercial Lime Slurry 32 it 29 TN 84 $214.00 $17,976.00 22 321 L0502 8"Lime Treatment 32 1129 SY 5,241 $8.00 $41,928.00 23 3213.0104 9"Conc Pvmt 32 13 13 SY 4,415 $86.00 $379,690,00 24 3213.0312 5"Conc Sidewalk,Adjacent to Curb 32 1320 SF 25,255 $8.00 $202,040.00 25 3213.032 t Conc Sidewalk,Adjacent to Ret Wall 32 13 20 SF 6,000 $8.00 $48,000.00 26 3213.0503 Barrier Free Ramp,Type M-1 32 13 20 EA 1 $2,670.00 $2,670.00 27 3213.0505 Barrier Free Ramp,Type M-3 32 1320 EA 1 $2,670.00 $2,670.00 28 13213.0506 Barrier Free Ramp,Type P-1 32 1320 EA 16 $2,500.00 $40,000.00 29 3217.0003 4"BRK Pvnit Marking HAS(W) 32 17 23 LF 3,936 $1.00 $3,936.00 30 3217.0201 8"SLD Pvnit Marking HAS(W) 32 1723 LF 1,149 $2.00 $2,298.00 31 3217.0501 24"SLD Pvmt Marking HAE(W) 32 1723 LF 2,411 $6.00 $14,466.00 32 3217.1002 Lane Legend Arrow 32 1723 EA 15 $127,00 $1,905.00 33 3217.1004 Lane Legend Only 32 1723 EA 15 $140.00 $2,100.00 34 3217.2102 REFL Raised Marker TY I-C 32 1723 EA 58 $5.00 $290.00 35 3217.2104 REFL Raised Marker TY II-C-R 32 1723 EA 98 $5.00 $490.00 36 3217.4301 Remove 4"Pvmt Marking 32 1723 LF 3,936 $1.00 $3,936.00 37 3217.4306 Remove 24"Pvmt Marking 32 1723 LF 500 $2.50 $1,250.00 38 3217.4307 Remove Raised Marker 32 1723 EA 58 $1.00 $58.00 39 3232.0100 Cone Ret Wall Adjacent to Sidewalk 3232 13 SF 1,096 $19.00 $20,824,00 40 3291.0100 Topsoil 3291 19 CY 48 $55.00 $2,640.00 41 3292.0100 Block Sod Placement 32 92 13 SY 1,914 $5.00 $9,570.00 42 3292.0400 Seeding,Hydromulch 3292 13 SY 3,106 $1.00 $3,106.00 43 3305.0103 Exploratory Excavation of Existing Utilities 3305 30 EA 1 $2,900,00 $2,900.00 44 3305.0109 Trench Safety 3305 10 LF 3,200 $2.00 $6,400.00 45 3341.OL03 18"RCP,Class III 3341 10 LF 50 $114,00 $5,700.00 46 3341.0205 24"RCP,Class III 3341 10 LF 25 1 $208.00 $5,200.00 47 3341.0302 30"RCP,Class III 33 41 10 1 LF 23 $240.001 $5,520.00 CFFY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWA RDED PROJECTS Penn Version September 1,2015 6D 4243_4id Prupusal_DAP 004243 DAP-DID PROPOSAL. Page 2 u(3 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Infom)ation Bidden Proposal Bidlist Item Specification Unit of Bid No. Description Section No. Measure Quantity Unit Price Bid Value 48 3349,6001 10'Recessed Inlet 33 49 20 EA 2 $17,100.00 $34,200.00 49 3441.1001 3-Sect Signal Head Assn)bly 3441 10 EA 31 $1,150.00 $35,650.00 50 3441.1002 4-Sect Signal Head Assmbly 3441 10 EA 3 $1,300.00 $3,900.00 51 3441.1003 5-Sect Signal Head Assmbly 3441 10 EA 2 $1.500.00 $3,000,00 52 3441.1004 Relocate Signal Head 3441 10 EA 3 $500.00 $1,500.00 53 3441.1011 Ped Signal Head Assmbly 3441 10 EA 24 $900.00 $21,600.00 54 3441.1021 2"Ped Push BTN Station W/Sign 3441 10 EA 24 $403.00 $9,672.00 55 3441.1031 Audible Pedestrian Pushbutton Station 3441 10 EA _ 24 $1,520.00 $36.480,00 56 3441.1215 Furnish/Install Hybrid Detection System 3441 10 APR _ 6 $9,600.00 $57,600.00 57 3441.1217 Fun)ish/Install Hybrid Detection Cable 3441 l0 LF _ 1,155 $3.00 $3.465.00 58 3441.1224 Fumish/Install Preemption Cable 3441 10 LF _ 1,220 $1.25 $1.525.00 59 3441.1226 Furnish/Install Model 722 Preemption Detector 3441 10 EA 5 $2,700.00 $13,500,00 60 3441,1310 4/C 14 AWG Multi-Conductor Cable 34 41 10 LF 1,415 $2.00 $2,830.00 61 3441.1311 5/C 14 AWG Multi-Conductor Cable 3441 10 LF 2,495 $2.00 $4,990.00 62 3441.1312 7/C 14 AWG Multi-Conductor Cable 344110 LF 815 $2.00 $1.630.00 63 3441.1315 20/C 14 AWG Multi-Conductor Cable 3441 10 LF 1,535 $5.00 $7,675,00 64 3441.1322 3/C 14 AWG Multi-Conductor Cable 3441 10 LF 5,015 $1.00 $5.015.00 65 3441.1402 NO 6 Duplex OR insulated Elec Condr 34 41 10 LF 385 $2.00 $770.00 66 3441.1408 NO 6 Insulated Flee Condr 3441 10 LF 10,976 $1,50 $16,464.00 67 3441.1409 NO 8 Insulated Elec Condr 3441 10 LF 1,635 _$1.50 $2,45250 68 1344t.14t4 NO 8 Bare Elec Condr 3441 10 LF 2,460 _$1.50 $3,690.00 69 3441.1501 Ground Box Type B 3441 10 EA 24 $900.00 $21,600,00 70 3441,1601 Fumisb/Install 5'Pedestrian Push Button Pole 3441 10 EA 5 $1,030.00 $5,150.00 71 3441.1603 Fumish/Install 10'-14'Ped Pole Assmbly 3441 10 EA 15 $1,150.00 $17,250,00 72 3441.1611 Fumish/Install Type 41 Signal Pole 3441 10 EA 2 $5,500.00 $11,000.00 73 3441.1612 FumishAnslail Type 42 Signal Pole 3441 10 EA 2 $4.700.00 $9.400.00 74 3441.1614 FumishAnstall Type 44 Signal Pole 3441 10 EA 2 $5,900.00 $11,800.00 75 3441.1615 Fumish/IwLall Type 45 Signal Pole 3441 10 EA l $9,600-00 $9,600.00 76 3441.1623 Fumisldlnslall Mast Arm 16-36 3441 10 EA 4 $2,800.00 $11,200.00 77 3441.1624 Furnislvinstall Mast Arm 40'-48' 3441 10 EA 2 4.000.00 $8,000.00 78 3441.1625 Fumish/Install Mast Ann 52'-60' 3441 10 EA 1 5,600.00 $5,600.00 79 3441.1633 Install Type 338 Arm -144120 EA 14 3_70.00 $5,180.00 80 3441.1701 TY I Signal Foundation 3441 10 EA 20 1,200.00 $24,000.00 81 3441.1703 TY 3 Signal Foundation 34 41 10 EA 5 2,900.00 $14,500.00 82 3441.1704 TY 4 Signal Foundation 3441 10 EA 2 $,650.00 $7,300,001 83 3441.1705 TY 5 Signal Foundation 3441 10 EA 1 4,300.00 $4,300.00 84 34411713 Signal Cabinet Foundation-352i 3441 10 EA 2 6.500.00 $13.000.00 85 3441.1741 Fumish/L)stall 352i Controller Cabinet Assembly 3441 10 EA 2 24,400.00 $48,800.00 86 3441 1772 Fumish/Install 240-480 Volt Single Phase Transocket 34 41 20 EA l Metered Pedestal 6,000.00 $8,000.00 87 13441.2001 Salvage Traffic Signal 34 41 13 EA 2 730.00 $1,460.00 88 34413050 Fumish/Install LED Lighting Fixture 34 41 20 EA 15 (70 watt ATBO Cobra Head) 500.00 $7,500.00 89 3441.3052 Fumish/Insialt LED Lighting Fixture 34 41 20 EA 1.4 (187 watt ATB2 Cobra Head) 650,00 $11,900,00 90 3441.3302 Rdwv Blum Foundation TY 3.5.6.and 8 34 41 20 EA 14 1,500.00 $21,000.00 91 3441.3342 Rdwy Ilium TY 18 Pole 34 41 20 EA 14 1,700.00 $23,800.00 92 3441.4001 Fumish/Install Alum Sign Mast Arm Mount 34 41 30 EA 7 5.50.001 $3,850.00 93 13441.4108 Remove Sign Panel and Post 3441 30 EA 2 140.001 $280.00 94 13441.4109 Remove Sign Panel 34 41 30 EA 1 140.001 $140.00 CITY OF FORT WORTH ` STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS _ Farm V-1-Scplcnib r I.2015 004243_0iJ Pmpnr.J_UAP ('142 43 DAP-1110 PROPOSAL Page 3 d3 SECTION 00 42 43 Developer Awarded Projects=PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidder's Proposal Bidlist Item Specification Unit OF Bid No Description Section No. Measure Quantity Unit Price Bid Value 95 3441.41 l0 Remove and Reinstall Sign Panel and Post 3441 30 EA 3 250.00 $750.00 96 3441.XXXX FurnishAnstall VIVDS Cable 3441 10 LF 685 3.00 $2,055.00 97 3441.XXXX FumishAnstall VIVDS System 3441 10 EA 2 2,750.00 $5,500.00 98 3441.XXXX Remove and Salvage Illumination Fixture 34 41 XX EA t0 120.00 $1,200.00 99 3471.0001 Traffic Control 3471 13 MO 6 10,500.00 $63.000.00 100 3471.0002 Portable Message Sign 3471 13 WK 24 212.00 $5,088-00 101 102 360-6003 CONC PVMT(CONT REINF-CRCP)(9") 360 SY 279 175.00 $48,825.00 103 360-6027 CURB(TYPE B) 360 LF 450 11.00 $4.950.00 104 400.6005 CEM STABIL BKFL 400 CY 1 120.00 $120.00 105 403.6001 TEMPORARY SPLS14ORTNC 403 SF 4,168 $2-00 $133,376.00 106 416-6018 DRILLED SHAFT(SIGN MTS)(24 IN) 416 LF 6 465.00 $2,790.00 107 423.6001 RETAINING WALL(MSE) 423 SF 4,444 66.00 $293.304.00 108 432.6046 RIPRAP(MOW STR1P)(5IN) 432 CY 12 520.00 $6,240,00 109 450.6031 RAIL(TY C221)(HPC) 450 LF 601 203.00 $140,033.00 110 450.6048 RAIL(HANDRAIL)(TY B) 450 LF 3,575 68.00 $243,100.00 111 465-6197 INLET(COMPL)(CURB)(TY 11)(5) 465 EA 2 14.000.00 $28,000.00 112 465-6207 INLET(COMPL)(CURB)(TY 1)(19) 465 EA t 15,000.00 $15,000.00 113 531-6005 CURB RAMPS(TY 2) 531 EA 2 2,600,00 $5,200.00 114 531-601,7 CURB RAMPS(TY 22) 531 EA 1 2,600.00 $2,600.00 115 685-6005 RELOCT RDSD FISH BCN AM(SOLAR PWRD) 685 1 EA 1 5,000.00 $5.000.00 Tota[Bidl $2,839,987.00 END OF SECTION i CITY OF FORT WOltl-H SPANDARD CONSTRUCTION SPECn°ICATION DOCUMF,NTS-DEVELOPER AWARDED PROJECTS Fonn Version September 1,2015 0042 43 Bid Pmpuaal_DAP -----------— F- u LU 0 < iveM LLI < 0- Ln < :m U NV7 W LL C:) 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Cl) W z coU LU 1; W W ; N W -_ _ H 06 U) C/) cn k, 1 U) w 7 '0 O m � J Q Z W Z � O W 3 z // i F '0 i 0 LLJw, t W p -JLU W LUZ 0w� w (j } Lu � a - _ \ t < ILa w� Nn Ci Q Z a O v \ \\ O DESIGN SERVICES AGR EMENT BURDENED RATE STIPULATED SUM by and between AMERICAN AIRLINES, IN,, Corporate Real Estate - MD 17 4333 Amon Carter Burd. Fort Worths, Texas 76155 I And Pacheco Koch Consulting Engineers, Inc.Sv`~ 7557 RamblerRd, Suite 1400 Dallas, TX 75231-2388 For i Project Title : HDQ - West Campus Traffic Design and Engineering Project No. : HDQ2452E Contract No. HDQ2452E1 AMERICAN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM WE..CH2017 Cover Page 1003251246 TABLE OF CONTENTS Section page t 2. I Design Professional's General Responsibilities;Standard of Services...__....__...... ........5 5. S. 7. a. ___=O 9. _^_ fW —^~.- 11. -`-_---'~—``~_ .............. 12. Ownership-wfPlans, and Other Documents............ .......-- ... ........-. ....... 4 14. ............. ... .............. ...... __.......... ............ ._ .... ..........------------------ ................. ^15 16. Termxhnatiom.- ........ - ........~........ ............ .......... .................. _...... .................. .... ............ 16 16. 17 18^ ......... ....... . ......... __~,~,----_._-'_1S 19. ---------- 20. ...................-,, ......2* 21. Hazardous .......... ------ 2 22LAirport Security... .................... -_.,�-,.......,....... _-_-._ ......... ................ ....... -. ..........23 2�. . .---_... ......23 24, ^~-~~~~-~_' ',~`_.=-=—~--~—~~--^'--`^------^~ 24 �25. Representatives ................ ........ .......................-...... '' ......................... ........... __ .... .24 26. ......._.......... ...........=.....=.....' ......___.......... ........... ....24 27. Nondiscrimination.... -,.............`...... .= ...................,_' ...... _- ....... -___ ............ .... -'24 28- Waiver............._-....... .. ......-......____� ................. ........ _--_ ........................... .............24 --'25 3O ..................... 3Y � -`- %Z - .......... ............................. ..-_- ......._ ...........26 33.^ '—_._^_......... ................... ...... .................^25 34. _- ....... -......... ...... ....... .......___....___.......... .2G �5. __--____,_,__^,,___,_,__---------_-2G - .............. ...... ....... ~_~-' ........ .......2G 37. ..... ...... .......- ........... - ......._'...... ................ ........ .....' .......27 38. Other Terms and Conditions........... __-_-__-.........._._........................- ...... - ..........27 EXHIBIT 1,AA' - Services and Contract Documents 11BB` - Professional Services Change Order ,EE-2" - 8N Fom��.HoudyRa�s "FF" ~ 'Other Terms and Conditions qr - Insurance Requirements - Reporting Requirements AMERICAN AIRLINES DESIGN SERVICES AGREEMENT_oURcENEoSTIPVLATED SUM MARCH 2017 Tabieof Contents DESIGN SERVICES AGREEMENT Contract No. HDQ2452E1 AGREEMENT made as of the Fifthteenth day of May the year Two Thousand Eighteen BY AND BETWEEN: AMERICAN AIRLINES, INC. ("American") Corporate Real Estate MD 5317' 4333 Amon Carter Blvd', Fort Worthy Texas 76155 and the Design Professional: Pacheco Koch Consulting Engineers, Inc. 7557 Rambler Rd, Suite 1400 Dallas, TX 75231-2388 1. Proiect'Summary 1.1 The following summary (the "Project Summary') identi s the design project that is the- subject of this Agreement,. including certain financial terms and deo" Ines (including those terms included on Exhibits "AK and "IFF"). All terms in this Project Summary ar :more fully defined or referenced in Section 2 or elsewhere in this Agreement. Project Description: HDQ -West Campus Traffic Design and Engineering Project Representatives American: Jan Knausz Phojle and Email: ion,knausz@aa.com Design Professional Markus Neubauer Phone and Entail:mneubauer@pkce.com 1.2 Basic Compensation For the Design Professional's Services (as defined in Section 2.4), compensation shall be a stipulated sum of Five Hundred and Eighty Two Thousand and One Hundred and Seventy Three United States Dollars ($582.173.000SD) (the"Stipulated 5urm"). 13 Reimbursable Expenses For Reimbursable Expenses, as defined in Section 18, the following not-to-exceed allowance is established at Four Thousand One Hundred Seventy-Eight United States Dollars ($4.178.00 USD)(the"Reimbursement Allowance").. AMERICAN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017 Page i of 28 100325124_6 1.4 Schedule for Performance PHASE COMPLETION DATES Programmatic and Schematic Design pursuant to 6125/201`8 Section 5, with Detailed Statement of Probable Construction Costs Design Development;pursuant to Section 6 with 8/201201$ Detailed Statement of Probable Construction Costs Construction Documents pursuant to Section 7, 9/312018 with Detailed Statement of Probable Construction Costs Bidding or Negotiation pursuant to Section 8 11/2712018 Construction Administration pursuant to Section 9 5/1/21}18 1.5 Scope of Services The Design Professional's Services include only the phases marked "Included below. If the phase is not included, the corresponding section of this Agreement is deleted, with the exception of any definitions necessary to the understanding of the remainder of this Agreement. PHASE Programmatic and Schematic Design [X] Included [ ] Not Included (Delete Section 5) Design Development [X] Included [ ] Not Included (Delete Section 6) Construction Documents [X] Included [ ] Not Included (Delete Section 7) Bidding or Negotiation [XI Included [ ] NotIncluded (Delete Section 8) Construction [X] Included Administration [ ] Not Included (Delete Section 9) 1.6 Progress Payments Progress payments for Design Professional's Services ("Progress Payments"), excluding Reimbursable Expenses, shall total and cannot exceed the following percentages (and corresponding dollar value) of the Stipulated Sum as of the completion of each of the phases set forth below. Progress Payments shall be made monthly with the maximum amount to be paid-to be determined by multiplying a phase's percentage of completion by the dollar value of said phase, less any previous invoiced amounts. PRASE PERCENT V ALUE Schematic Design&Development. 3% $17,985 Priect Management&Coordination: 7% $38,8$0 AMERICAN AIRLINES DESIGN SERVICES AGREEMENT BURDENED STIPULATED SUM MARCH 2017 Page 2 of 28 100325124 6 Rodaway/Drainage Design: 20% $114,500 Environmental Constraints. 8% $48,440 ROW Aerial& Field Survey 20% $120,000 Retaining Wall Design: 8% $50,610 Traffic Modeling &Signal Design: 17% $99,000 Geotechnical Investigation 14% $80,258 Subsurface Utility Engineering 2% $12,500 Direct Expenses 1% $4,178 Total Basic Compensation 100% $586,35100 1.7 Term All of the Design Professional's Services shall be completed by and this Agreement shall' automatically expire on 061 8/2019 (the "Outside Completion Date"), unless (i) the Outside Completion Date is extended as a result of approved Professional Services Change-Orders or Change Orders, (ii) American and the Design Professional mutually agree in writing to extend the Outside Completion Date; or(iii)this Agreement is earlier suspended or terminated pursuant to Section 15. 2. Definitions For the purposes of this Agreement, the following terms have the following meanings: 2.1 "American's Project Manager" is the person designated as American's project representative in the Project Summary or such other person or persons as American may, from time to time, designate in writing. 2.2 "Design Professional" is the architect, engineer, consultant, or firm named in this Agreement as the Design Professional. 2.3 "Design Professional's Representative" is the person designated as Design Professional's project representative in the Project Summary or such other person or persons as Design Professional may, from time to time, designate in writing. 2.4 "Design Professional's Services"are all services, whether Isic Services or Additional Service's, performed by and required of the Design ,Professional pursuant to is Agreement and include services performed by the Design Professional's Subconsultants. 2 "Contractor" means the person or firm employed by Americom to perform any of the construction work designed or specified pursuant to this Agreement.. 2.6 "Construction Agreement'refers to the contract between the Contractor and American. 2.7 "Contract Documents"means the Construction Agreement, a Plans and the,Specifications, and all addenda thereto and all changes to said documents issued Oy American after execution of the Construction Agreement. 28 "Construction Cost"shall be the actual cost or estimated total cost to American of all elements of the Project designed and/or specified by the Design Professional. The Construction Cost shall include the costs at current market rates of labor and material, and equipment designed, specified, selected, or specifically provided for by the Design Professional and (1) furnished and/or installed by the Contractor, together with applicable sales tax and a reasonable allowance for Contractor's overhead and profit, and (2) Construction Cost does not include the compensation of the Design Professional and the Design AMERICAN AIRLINES DESIGN SERVICES AGREEMENT--BURDENED'STIPULATED SUM MARCH 2017 Page 3 of 28 1003251246 Professional's consultants, the cost of the land for the Project, rights-of-way, financing, or any other costs (including, without limitation, equipment and materials) which are not specifically designed or specified by the Design professional, 2.9 "Final Completion" means that all Work required under the Construction Agreement has been fully and properly completed, including pinch list items. 2.10 "Office"shall mean the Design Professional's office. Costs relating to the Office pertain to Design Professional's personnel that are based in the Office and who do their work at that Office during the duration of the Project and/or who travel from that Office to the field from time to time for the purpose of performing work at the Project Location. 2.11 "Project" means the design and/or construction, in accordance with this Agreement andthe Contract Documents,of the Project described in tate Project Summary at the Project Location. 2.12 "Project Location" means the location where the Project is to be constructed. The Project Location is generally described in the Project Summary. 2.13 "Subconsultant" means any person or entity, other than Design Professional's own employees. employed or retained by, or under contract with Design Professional to perform any of the Design Professional's Services under this Agreement, 2.14 "Work" means the performance required of the Contractor under the terms of the Construction Agreement between American and the Contractor; 2.15 The fallowing terms are defined, or are defined in context, elsewhere in this Agreementas follows. TERM Section Additional Services............ .... :..........-- ............... ..::;. ................10 Basic Services.... ..... ......... .............. ............: ......... :.....:4.1 Bidding or Negotiation Phase. ..... ... -.. ......... Change Order.. ......... .........:........---....... .............9.13 Construction Documents Phase.......:. ......... ....... . .... ..........7 Construction Administration Phase ................ ... ........:.........9 Design Development Documents....... ........... . .......;. ...,.. ,,.....6.1 Design Development Phase............... -:.. --------...... ..................6 Diversified........... ........ ......... ......... ......... ......... .....,,.,.......36 Design Professional's Certification for Payment........ _.... ........... ....9,9 Detailed Statement of Probable Construction Costs-.. ...-..._..................5.5 Environmentat Laws.., -..... .........-..........-.....21:4 Hazardous Substance ....._-- ............_....... _......,_. ........_. .......,.... 21.4 LaborRates............ ............... ......... ._......, -.......,.. ...,..... ...,....._,..17.4 Labor Rate Range....... ... ...................... .......... .............17;5 Plans and Specifications......... ............ ....................-....7.1 Professional Services Change Order.. ......... ..,........ ........... - 4.3 AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2D17 Page 4 of 28 10031-51246 Professional Services Change Order Request..............:................ .. :..4.4 Reimbursable Expenses................__....... ............... ____........ xpenses...........................:...................... . . .. ........ ..:..18 Schedule for Performance_..... . .... ._..... ......1.4 Schematic Design Documents ......... Programmatic and Schematic Design Phase......................... ..::..... ...::,,,.5 3. Design Professional's General Responsibilities;Standard of Services 3.1 The Design Professional represents, warrants and agrees that all design documents prepared or furnished by the Design Professional,including, without limitation,the Plans and Specifications, and all of the Design Professional's Services shall comply with all applicable federal, state and local laws, statutes, ordinances, codes, executive orders, rules, and regulations including, without limitation, rules and regulations promulgated by any airport operator and all design requirements established by the Americans with Disabilities Act (ADA) or similar statutes. The Design Professional further represents, warrants, and agrees that to the extent any laws, statutes, ordinances, codes, executive orders, rules, and regulations apply to American's use and occupancy of the Project Location, or to American's undertaking of the Project, all such laws, statutes, ordinances, codes, executive orders, rules, and regulations shall also be deemed to apply to the Design Professional:, 3.2 The Design Professional's Services under this Agreement shall beperformed in conformance with the standards of care and quality adopted or accepted by nationally recognized architectural and engineering organizations, andfor other applicable professional organizations for similar application 1 Any designs, drawings, or specifications prepared or furnished by theDesignProfessional that failto meet the requirements of Section 3.1 above, or are otherwise defective or contain errors, conflicts, or omissions ("Deficient Documents") will be promptly corrected by the Design Professional at no additional cost to American, subject to the terms of Section 14. Further, the Design Professional will promptly reimburse American for any and all damages resulting from the use of such Deficient Documents, including fines, incidental and consequential damages, and additional costs due to rework, increased contractor fees, increased material costs, diminished value, repair, or replacement costs of all or any portion of the Project or other improvements at the Project Location, etc., subject to the terms of Section 14. During the term of this Agreement, upon the Design Professional's receipt of notice from American detailing the Deficient Documents and any resulting damages the Design Professional shall, at the Design Professional's sole cost and expense, promptly take all necessary actions to correct the Deficient Documents and/or correct the resObng damages, including conducting any required repairs at the Project. In the event American first learns of such Deficient Documents after the term of this Agreement, or if in any event American elects to correct the Deficient Documents and resulting damages without the involvement of the Design Professional, then American may take all reasonably necessary action and incur all reasonable costs to do so, subject to the Design Professional's obligation to reimburse American for all reasonable costs incurred with such actiorto upon demand from American, together with reasonably detailed supporting documentation. American's approval, acceptance, use of or payment for any portion of the Design Professionals Services shall in no way alter the Design Professional's obligations or American's rights under Section 3.1 or this Section 3.2. 3.3 The Design Professional agrees to provide to American Plans and Specifications that will be adequate and fit to accomplish the intended purpose(s) of the Project. American's review and/ approval of the Plans and Specifications shall in no way diminish or release the Design Professional's obligations hereunder, 3..4 The Design Professional shall be fully responsible for coordinating all the Design Professional's Services required under this Agreement regardless of whether performed by its own employees or by Subconsultants so as to ensure that the services required are performed in an efficient, timely, and economical manner.The Design Professional shall be responsible to American for the services furnished AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 Page 5 of 28 10032-51246 to the Design Professional by any Subconsultant to the same extent as if the Design Professional had furnished the service itself. The Design Professional shall require each Subconsultant, to the extent of the services to be performed by the Subconsultant, to be bound to and to assume toward the Design Professional alt the obligations and responsibilities which the Design Professional, by this Agreement assumes toward American. The Design Professional also agrees to cooperate and coordinate with any construction manager or separate consultants retained directly by American. The Design Professional warrants that it has obtained all permits and licenses required by all applicable authorities to perform the Design Professional's Services and will continue, at its expense,to be so licensed throughout the term of this Agreement. The Design Professional further warrants that all the Design Professional's Services will comply with rules pertaining to the applicable Project Location including, where applicable,those of the applicable airport operator, including, but not limited to, rules concerning security, drug testing, and parking,and wili further comply with the terms of Section 22. 3.5 The Design Professional's Services shall be performed in accordance with the Schedule for Performance. The Schedule for Performance establishes the critical time limit of the Design Professional's Services. Time is of the essence with respect to the performance of the Design Professional's Services within the time limits established herein. Time limits established by this Agreement shall not, exceptfor cause beyond the reasonable control of the Design Professional,, be exceeded by the Design Professional, Any adjustments to the schedule must be approved in writing by American and must be requested in writing by the Design Professional within ten (10) calendar days after the occurrence upon which the Design Professional's request for adjustment is based. 3.6 The Design Professional shall not;specify in the Plans and Specifications a particular design, process, or product that infringes upon any patent. The Design Professional shall defend suits or claims for infringement of patent rights and indemnify and hold American harmless from any loss, cost, or expense, including attorneys'fees incurred, on account thereof should the Design Professional violate the requirements of this Section 3,6. 4, Scope of Design Professional's Basic Services. 4,7 The Design Professional's "Basic Services" consist of those described in Sections 5 through 9, inclusive, and any other services identified in Exhibit'AA'as part of Basic Services, and include, without limitation, architectural, structural, mechanical, electrical, and any other engineering services necessary to produce a complete and accurate set of Plans and Specifications for the Project as described by and required in Section 7. 4.2 The services called for in each of the phases described in Sections 5 through 9 shall not commence until all services required by prior phases have been completed and approved by American, unless American gives its prior written consent for the Design Professional to proceed notwithstanding the fact that such prior phase has not been completed. 4.3 From time to time during the term of this Agreement, American may authorize changes in the scope of this Agreement, issue additional instructions, require additional services, or direct the omission of services previously ordered. Only those changes in the scope of this Agreement that are approved on a professional services change order in the form of Exhibit "BB" and executed by an authorized representative of American ("Professional Services Change Order"), shall be binding on American. The Design Professional shall identify to American for its review and approval pursuant to Section 4 any scope change prior to working on said change. 4.4 American may order changes in the scope of this Agreement by initiating a "Professional Services Change Order Request," setting forth in detail the nature of the requested change in scope. Upon receipt of a Professional Services Change Order Request, the Design Professional shall furnish to American a statement setting forth in detail, with a detailed cost estimate breakdown; the Design Professional's estimate of the changes in the Construction Cost attributable to the changes set forth in such Professional Services Change Order Request and proposed adjustments, if any, to the Schedule for Performance resulting from such Professional Services Change Order Request. if American approves AMERI M MYI IIwIM��YIM �� ►r[RN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017 Page 6 of 28 100125124 6 such Design Professional's estimate with detailed backup, then the Professional Services Change Order shall be processed by American and delivered to the Design Professional for signature. Agreement on any Professional Services Change Order shall constitute a final settlement on all items covered therein, including, without limitation, any adjustment in the Construction Cost and the Schedule for Performance, subject to the performance thereof and payment therefor pursuant to the terms of this Agreement and such Professional Services Change Order. 4.5 In the event American and the Design Professional canhot agree on any adjustment to the. Design Professional's fee, the Construction Cost, or the Schedule for Performance, the Design Professional shall nevertheless proceed to perforin the services required by American's Professional Services Change Order Request upon written notice from American to proceed. The Design Professional shall keep detailed separate records of all costs and time required to perform the services required by the Professional Services Change Order Request and an equitable adjustment will be made upon agreement between the Design Professional and American. 4.6 The Design Professional shall be responsible for preparing and filing the documents required for approval of governmental and/or governing authorities having jurisdictionoverthe Project to ensure that final approval and permits for the performance of the work will be obtainable prior to the Construction Phase, Such documents shall be submitted to American for review and approval prior to filing with said authorities. 5. Programmatic and Schematic Design Phase 5.1 The Design Professional, in consultation with American and any other persons or entities designated by American, shall develop a written program for the Project to ascertain American's needs and to establish the requirements for the Project. The Design Professional shall investigate existing conditions or facilities at the Project Location and similar'facilities at other locations,as requested and/or directed by American. The Design Professional shall receive American's express written approval of the program contemplated by this Section 5,1 prior to proceeding with the Design Professionars Services. 5.2 The Design Professional shall provide a preliminary evaluation of American's program requirements, construction schedule,and construction budget,each in terms of the other. 5.3 The Design Professional shall review with American alternative approaches to the design and construction of the Project. The Design Professional shall,provide American with an analysis of operating costs and expected useful life of Project components. 5.4 Based on the mutually agreed-upon program, construction schedule and construction budget requirements established pursuant to Sections 5.1 and 5.2, the Design Professional shall prepare and submit for written approval by American, schematic design documents consisting of drawings and other documents illustrating the scale and relationship of Project components("Schematic Design Documents"). The Schematic Design Documents wilt be conceptual in character, based on the requirements in the program, construction schedule; and construction budgets agreed to by American, and shall represent with reasonable accuracy and certainty 20%complete Plans and Specifications. 5.5 The Design Professional shall submit to American for written approval a "Detailed Statement of Probable Construction Costs," which Detailed Statement of Probablo'Construction Costs shall be based on current area, volume, or other unit costs, shall indicate the cost of each category of work involved in constructing the Project, and shall establish a time frame for construction of the Project. (The Detailed Statement of Probable Constructions Costs shall be updated from time to time as the Project progresses. See Sections 6.2, 7.3, 8.1,8,2, 8.3). 6. Design Development Phase 6.1 Based on the approved Schematic Design Documents and any adjustments to the program, construction schedule, or construction budget authorized in writing by American, the Design Professional AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 Page 7 of 28 1003251246 shall prepare,for approval by American, design development documents consisting of drawings and other documents to fix and describe in substantial detail the size and character of the Project as to architectural, structural, mechanical, and electrical systems, materials, and such other elements as may be necessary or appropriate ("Design Development Documents"). The Design Development Documents shall include, without limitation, (i) specifications of basic structural systems and dimensions, structural design criteria, foundation design criteria`,, preliminary sizing of major structural components, critical coordination clearances, and outlines of specifications or materials lists, (ii) mechanical schematic design documents and outlines of speccifications or materials lists to establish approximate equipment sizes and capacities, preliminary equipment layouts, required space for equipment, chases, and clearances, acoustical and vibration control, visual impacts,and energy conservation measures, (iii) development and expansion of electrical schematic design documents and development of outline specifications or materials fists to establish criteria for lighting, electrical, and communication raceways, approximate sizes and capacities of major electrical components, preliminary equipment layouts, required space for electrical equipment, chases, and clearances, and (iv) architectural design documents to establish the final scope, relationships, forms, size, and appearance of the project through plans, sections and elevations, typical construction details, three-dimensional-sketches, materials_selections, and equipment layouts. The Design Development Documents shall represent with reasonable accuracy and certainty fig%o complete Plans and Specifications. 6.2 The Design Professional shall submit to American for approval an updated Detailed Statement of Probable Construction Costs as describedinSection 5:5, 7. Constructlon Documents Phase 7.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction schedule or construction budget authorized in writing by American, the Design Professional shall prepare and submit for written approval by American, construction documents consisting of 100% complete pians and specifications setting forth in detail all requirements for the construction of the Project(`Plans and Specifications"), The Plans and Specifications shall include all legally required and customarily included elements that are required to obtain necessary permitting for the Project. 72 The Design Professional shall assist American in the preparation of the necessary bidding information and bidding forms. The Design Professional shall review and thoroughly familiarize itself with American=s form of Construction Agreement between American and the Contractor, If requested by American, the DesignProfessional shall prepare documents for alternate,separate,or sequential bids. 7.3 The Design Professional shall advise American of any adjustments to the latest approved Detailed Statement of Probable Construction Costs resulting from (i) changes in the Project, (ii) changed requirements of law, (iii) general market conditions,. or (iv) changes in the construction schedule approved by American. When the Plans and Specifications are 95% complete, the Design Professional shall submit to American for written approval a-revised written Detailed Statement of Probable Construction Costs. When the Plans and Specifications are 100% complete, the Design- Professional shall submit to American for written approval a final revised written Detailed Statement of Probable Construction Costs. 8. Bidding or Negotiation Phase 8,.1 f=ollowing American's written approval of the Plans and Specifications and of the latest Detailed Statement of Probable Construction Costs, the Design Professional shall assist American in obtaining bids or negotiated proposais and assist in awarding and preparing.contracts for construction. 8.2 If, after soliciting bids for the construction of the Project pursuant to the approved Plans and Specifications, the lowest bona fide proposal(s) by responsible general contractor(s) satisfactory to American exceeds the projected Construction Cost in the latest approved Detailed Statement of Probable Construction Costs by more than (i) 10% for projects whose projected Construction Cost is equal to or AMERICAN AIRLINES OF-SIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2047 Page 8 of 28 1003251246 less than five million dollars, or (ii) by more than 5% for projects whose projected Construction Cost is greater than five million dollars, then the Design Professional will, at their cost and expense, (a) develop and price out alternatives to reduce or modify the quantity and/or duality of the work so that the total Construction Cost of the Project will not exceed the latest approved Detailed Statement of Probable. Construction Costs, and (b) obtain American's written approval of said alternatives prior to proceeding with the implementation of the requested revisions to the Plaids and Specifications. Alternatively, American may, in its sole discretion, elect to (x) give written approval of the proposal(s) of such lowest bona fide contractor(s) and proceed with construction, or (y) authorize the Project to be rebid or renegotiated within a reasonable time. In the event that American opts for (y), and such rebidding and renegotiation does not produce a proposal within the percentage limits (identified hereinbefore) of the Construction Cost estimate as set forth in the latest approved Detailed Statement of Probable- Construction Costs, American may approve such rebid or renegotiated proposal or the Design Professional will, at its sole cost and expense, further revise the Plans and Specifications as set forth in the first sentence of this Section'8.2. 1 8.3 If the Bidding or Negotiation Phase has not commenced within ninety (90) days after the Design Professional submits the completed Plans and Specifications to American, the Detailed Statement of Probable Construction Costs shall be adjusted to reflect changes, if'any, in the general level of prices in the construction industry between the date of submission of the completed Plans and Specifications to American and the date on which proposals are sought. 9. Construction Administration Phase 9.1 The Construction Administration Phase under this Agreement commences on the earlier of American's notice to proceed or with the award of the Construction Agreement and terminates upon American's receipt of all Project record documents as required in this Agreement and upon American's written acceptance of the Project at Final Completion, or upon termination pursuant to the provisions of Section 15 of this Agreement. In case of multiple Construction Agreements, the Construction Phase under this Agreement commences on the earlier of (i) a notice to proceed, or (ii) with the award of the first Construction Agreement. 9.2 During the Construction Administration Phase thesign Professional shall provide administration of the Construction Agreement as set forth in this reement. Nothing contained in the Construction Agreement between American and the Contractor sha decrease the Design Professional's responsibilities under this Agreement or increase the responsibilitie of,American under this Agreement. 9.3 Construction Administration Phase duties, responsibilities; and limitation of authority of the Design Professional shall not be restricted, modified, or extend without the written agreement of American. 9.4 The Design Professional shall advise and consult with American during the Construction Administration Phase and during the period following American's acceptance of the Project at Final Completion. If requested by American in writing, the Design Professional shall, as an Additional Service, advise and consult with American as required by American through the express warranty period set forth in the Construction Agreement, which shall beatleast one year, The Design Professional shall have authority to act on behalf of American only to the extent provid+�d in this Agreement or as otherwise, modified by written instrument signed by American. 5 The Design Professional shall visit the Project Location at Intervals appropriate to the stage of construction or as otherwise agreed by American and the Design Professional in writing to become familiar with the progress and quality of the Work completed and to determine if the Work is proceeding in accordance with the requirements of the Contract Documents and applicable laws, statutes, ordinances, codes, rules, regulations, orders, and decrees. The Design Professional shall promptly submit to American a detailed written report subsequent to each such visit to the Project Location. The Design Professional will exercise reasonable care and diligence in discovering and promptly reporting to American and the Contractor any defects or deficiencies in the Work.The Design AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 Page 9 of 28 100325 24_6 Professional shall review any progress schedules .submitted by the Contractor and approved by American and stay informed as to the progress of the Work in order to observe the Work and to advise American as to whether the progress of the Work meets such progress schedules. H 9.6 The Design Professional shall not have control or charge of and shall not be responsible for the Contractor's construction means,, methods, techniques, sequences, or procedures, or for the :. Contractor's safety precautions and programs in connection with the Work. Except as otherwise provided in this Agreement, the Design Professional shall not be responsible for the Contractor's progress schedules or failure to carry out the Work in accordance with the Contract Documents Except as otherwise provided in this Agreement, the Design Professional shall not have control over or charge of wets or omissions of the Contractor, subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 9,7 Subject to all security requirements imposed by American, any airport operator, American's landlord, or any other agency or authority having jurisdiction or control over the Project, as the same may be imposed in such parties'- sole discretion, the Design Professional shall have access to the Project, whether during preparation or progress of the Work, during regular business hours of 8 A.M. to 5 P.M. local time, Monday through Friday but excluding federal holidays. Outside of such regular business hours, American may choose, at American's sole discretion, to provide Design Professional with access to the Work upon Design Professional's written request. 9.8 American shall be copied on all communications between the Design Professional and the Contractor. if American's communications with the Design Professional's consultants are not through the Design Professional,the Design Professional shall be copied on such communications. 9.9 Based upon the Design Professional`s observations at the Project Location and evaluations of the Contractor's applications for payment, the Design Professional shall make recommendations to American as to the amounts due the contractor and execute certificates for payment in such form as may be specified by American consistent with the intent of this Agreement ("Design Professional's Certification for Payment"). 3.10 The Design 'Professional's Certification for Payment shall constitute a representation to American, based on the Design Professional's observations at the Project Location as provided in Section 9.5 and on the data comprising the Contractor's application for payment, that to the best of Design Professional's knowledge the Work has progressed to the point indicated and that to the best of Design Professional's knowledge the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents correctable prior n to completion and to specific qualifications expressed by the Design Professional. The issuance of ., Design Professional's Certification for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount indicated. The issuance of a certificate for payment shall not be a representation that the Design Professional has ascertained how or for what purpose the W Contractor has used money previously paid under the Construction Agreement. 9.11 The Design Professional shall have the responsibility and authority to reject, in a timely fashion, Work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design t Professional will have the authority to require additional inspection or testing of the Work, installed or completed; provided, however, the Design Professional must obtain American's prior,written approval of any such special inspection or testing. If the Contractor disputes the rejection of any Work and the correction thereof shall involve additional cast to American or delay in completing the Project, it shall be r: American's option to accept such Work whether it be conforming or non-conforming: However, neither the authority of the Design;Professional to reject defective Work nor a decision made in good faith either to exercise or not to exercise such authority to reject defective Work shall give rise to a duty or responsibility of the Design Professional to the Contractor, subcontractors, material and equipment 4 suppliers, their agents or employees or other persons performing portions of the Work. AMERICAN AIRLINES i DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017 Page 10 of 28 e 100324124 6 9.12 The Design Professional shall review and approve or take other appropriate action upon the Contractor's submittals such as shop drawings, product data, and samples, for the purpose of (i) determining compliance of the submittals with all applicable laws, statutes, ordinances, codes, orders, rules and regulations, and (ii) determining whether or not the submittals are in compliance with the requirements of the Contract Documents. The Design Professional's action shall be taken with such reasonable promptness as to cause no delay in the Work, while allowing sufficient time to permit adequate review. The Design Professional's review shall notconstituteapproval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences, or procedures. The Design Professional's approval of a specific item shall not Indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems, or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems, or equipment will meet the performance criteria required by the Contract Documents. The review of shop drawings by the Design Professional is for the benefit of the Design Professional and American only. The Design Professional's review shall not relieve the Contractor of its responsibilities to review submittals before they are submitted for Design Professional's review and approval. 9.13 If requested by American, the Design Professional shall prepare proposed "Change Ordere with supporting detailed cost documentation and data if deemed necessary by the Design Professional or American for American's approval and execution in accordance with the Contract Documents.A Change Order is an instrument signed by an authorized representative of American modifying the Contract Documents. Proposed Change Orders shall also be executed by the Contractor. The Design Professional has no authority to authorize changes in the Contract Documents of any kind or to modify any deadlines for completion of Work specified in the Construction Agreement, 9.14 The Design Professional shall conduct inspections to verify the various completion deadlines called for under the Construction Agreement. Upon completion of all Work required by the Contract Documents, the Design Professional shall execute a "Certificate of Final Completion," in form and substance satisfactory to American, which shall constitute a representation by the Design Professional to American that all the Work has been satisfactorily completed, except to the extent that the Design Professional has rejected any Work or otherwise identified non-conforming Work which American accepts pursuant to Section 9.11, as Design Professional shall note in its executed Certificate of Final Completion, The Design Professional shall receive, review(andap ,ove or disapprove,as the case may be) and forward to American for American's review any records, w n warranties, manuals, and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final certificate for payment upon the Contractor's compliance with ll the requirements of the Contract Documents. 9.15 The Design Professional shall interpret requirements thoseportions of the Contract Documents that the Design Professional has prepared on writte request of either American or the Contractor. The Design Professional's response to such reque shall be made with reasonable promptness and within agreed upon time limits, if any. Interpretatio of the Design Professional shall be consistent with the intent of and reasonably inferable from the Cont t Documents and shall be in writing or in the form of drawings. 9.16 The Design Professional shall make recommendations to American, but American shall have the exclusive authority to make decisions in matters relating to aesthetic effect and American's decisions shall be final. 9.17 Through the course of construction, the Design Professional shall maintain an up-to-date set of reproducible electronic drawings in the form specified by American or the airport operator that show and/or describe all clarifications, addenda, substitutions, and approved Change Orders, Upon Final Completion, the Design Professional shall provide American KA a set of reproducible electronic " drawings in the form specified by American or the airport operator, owing the complete Project as built AMERICAN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017 Page 11 of 28 100325124,S (incorporating data concerning as-built conditions provided by the Contractor). This shall include all changes in the Work during the Construction Phase. 9.18 The Design Professional shall evaluate the detailed cost estimate and scope of the Contractor's proposals with respect to proposed Change Orders and substitutions= proposed by the Contractor and make recommendations to American. American 'shall have the option to accept or reject proposed Change Orders and substitutions and the Design Professional shall revise the Plans and Specifications accordingly. 10. Scope of Additional Services 10.1 The "Additional Services" described in this Section 10 are not included in Basic Services unless so identified in Exhibit "AA", and they shall be paid by American as provided in this Agreement, in addition to the compensation for Basic Services. All of the terms of this Agreement shall apply to any Additional Services provided by the Design Professional, including, but not limited to, the terms of Section 3. The Additional Services described in this Section 10 shall only be provided if authorized in writing by American. The Design Professional hereby agrees to provide any of the Additional Services described in this Section 10 upon the written request of American, Notwithstanding anything to the contrary in this Agreement, American shalt not be responsible to pay for and the Design Professional shall not be entitled to receive compensation for any Additional Services if such services are required due to the Design Professional's failure to perform in accordance with the terms of this Agreement. 10.2 If more extensive representation at the 'Project Location then is described in Section 9.5 is required by American, the Design Professional shall provide one or more Design Professional's Representatives to assist in carrying out such additional on-site responsibilities. Design Professional's Representatives shall be selected, employed, and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by American and the Design Professional, Design P'rofessional's Representatives must be approved by American and may not; without American's consent, be changed. Through the observations by such Design Professional`s Representatives, the Design Professional shall provide further protection for American against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights; responsibilities, or obligations of the Design Professional as described elsewhere in this Agreement. 10.3 Additional Services are defined in through(23)as follows: (1) Making major revisions in Plans or Specifications when such revisions are: (a) inconsistent with approvals or instructions previously given by American, including revisions made necessary by adjustments in the Pro)ect or Project budget; or (b) required by the enactment or revision of codes, laws, or regulations subsequent to the preparation of such documents unless such enactment or revision was pending or could have been reasonably anticipated and Design Professional failed to bring it to American's attention: (2) Providing services required due to significant increases_in the Project including; but not limited to, size, quality, complexity, American's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Sections 8.1 and 8.2. (3) Preparing Plans and Specifications and other documentation and supporting data and providing other services in connection with Change Orders that materially increase the scope of the Project, which shall be defined as any increase that causes the Construction Cost to be increased by an amount in excess of ten percent(10%) of the original Construction Cost. (4) Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with replacement of such Work. AMERICAN AERLiNES DESIGN SERVICES AGREEMENT'-BURDENED STIPULATED SUM MARCH 2417 Page 12 of 28 100325124_6 (5) Providing services made necessary by the default of the Contractor or by major defects or deficiencies in the Work of the Contractor provided the Design Professional has properly performed its obligations to American to inspect the Work to guard against such defects or deficiencies. (6) Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connectionwith the Work unless succi claims relate, in whole or in part, to negligent acts or omissions of the Design Professional,its employees, or Subconsultants. (7) Providing services in connection with an arbitration proceeding or lawsuit except where the Design Professional is a party or a fact witness thereto: (8) Providing financial feasibility or other special financial studies. (9) Providing planning surveys, site evaluations, or comparative studies of prospective sites. (10) Providing special surveys, environmental studies, and submissions required for approvals of governmental authorities or others having,jurisdiction over the Proj ae . (11) Providing services relative to future facilities, systems, d equipment, except to the extent American identifies such facilities, systems, and equipment in its pr ram and planning for such facilities, systems, and equipment as toeing correlated to and dependent a tit construction of the Project. (12) Providing services to verify the accuracy of drawings or other information furnished by American,except as otherwise expressly provided in Section 5. (13) Providing coordination of construction performed by sepairite contractors or by American's own forces, except as otherwise expressly provided in Section 1 or Exhi "AA" attached hereto. (14) Providing detailed quantity surveys or inventories of material,equipment,and tabor. (15) Providing interior design and other similar services required for or in connection with the selection, procurement,or installation of furniture,furnishings,and Mated equipment,except as otherwise expressly provided in Section 1 or Exhibit"AA"attached hereto. (16) Providing services for planning tenant or rental spaces. (17) Making valuations and detailed financial appraisals of existing facilities. (18) Providing assistance after Final Completion of the Project In the utilization of equipment or systems such as testing, adjusting, and balancing, preparation of operation and maintenance manuals (review of operations and maintenance manuals prepared and submitted by others is part of Design Professional's Basic Services),training personnel for operation and maintenance,and consultation during operation, (19) Providing services after Final 'Completion of the Project, so long as such services are not required as a result of a deflect or deficiency in any of the Design Professional's Services previously rendered_ (2a) If required by the scope of the Project, but not included in Basic Services, and requested in writing by the Design Professional in a timely fashion, American shah authorize the Design Professional to procure surveys describing physical characteristics, legal limitations, and utility locations for the Project Location, and a written legal description of the Project Location. The surveys and legal information may include, as applicable, grades and lines of streets, alleys, pavements, and adjoining property and structures, adjacent drainage, rights-of-way, restrictions, easements, encroachments, zoning, „deed restrictions, boundaries and contours of the site, locations, dimensions, and necessary data pertaining to existing buildings, rather improvements and trees, and information concerning available utility services AMERICAN AIRLINES DESIGN SERVICES AGREEMENT.-BURDENED STIPULATED SUM MARCH 2017 Page 13 of 2e 1003251246 13. Insurance 13.1 The Design Professional shall purchase and maintain insurance of the type and on the terms and conditions as specified in Exhibit "I" attached hereto, The failure of the Design Professional to procure and maintain such insurance coverages shall be considered a material breach of this Agreement. Insurance purchased by the Design Professional shall be purchased from a carrier acceptable to American which is entirely unrelated to the Design Professional, the Contractor, any Subconsultants, and all subcontractors participating in the Project. The cost of this insurance shall not be separately reimbursable to Design Professional beyond the Nest-to-Exceed Fee. American shall have the option to provide at its own expense and for the mutual benefit of American,the Design Professional, all Subconsultants and sub-Subconsultants, any or all of the worker's compensation insurance as specified in Exhibit "I". The Design Professional shall provide a cost estimate to American for furnishing said insurance, but shall segregate the cost for the premium of such insurance in preparing its bid andior estimate. 14. Indemnity 14,1 To the fullest extent permitted by law, the Design Professional hereby indemnifies and bolds harmless American and its officers, directors, agents. ern pl . es, and consultants (collectively, "American's Indemnities") from and against all claims, damaglosses, penalties, and expenses, including but not limited to attorneys' fees, arising out of, relating ' , or resulting from, the performance, or nonperformance, of the Design Professional's Services, if an to the extent that any such claim, damage, loss or expense: (a) is attributable to bodily injury, sickness,disease, or death, or to injury to or destruction of tangible property, including loss of use resulting therefrom, .`d (b) is caused by any negligent act or omission, or any intentional act or omission in violation of Design Professional's legal duties, of the De" � n Professional, a Subconsultant or anyone directly or indirectly employed by the Design Profe ional or anyone for whose acts the Design Professional may be liable. Design Professional further agrees to defend American's Indemnities from and against all suits or legal proceedings based upon, or asserting, any claim, damage, loss, or expense, arising out of, relating to, or resulting from the performance; or nonperformance, of the Design Professional's Services, including(i)the failure of the Plans and Specifications or of the Design Professional's Services to comply with the requirements of Section 3.1, and(ii)those caused,or allegedly caused, in part by the negligence of a party that the Design Professional is obligated to defend hereunder, 14.2 With regard to claims against any party seeking_indemnityder this Section 14 which are made by an employee of the Design Professional, a Subconsultant, or yone directly or indirectly employed by the Design Professional or anyone for whose acts the De n Professional may be liable, the indemnification obligation assumed under this Section 14 shall not limited by a limitation on amount or type of damages, compensation, or benefits payable by or for t Design Professional or any other employer under worker's compensation acts, disability benefit acts, r other similar employee benefit acts, 14.3 The Design Professional will continue to be responsible and liable under this Agreement and under law for any costs, expenses, damages,and penalties incurred or suffered by American as a result of any faulty design or latent defects in any part of the Design Professional's Services Including the Plans and Specifications. Notwithstanding the absence of physical injury to persons or other property not the subject of this Agreement, the Design Professional acknowledges that a violation of the standard of care or the failure to apply the necessary technical skill, knowledge, ,. nd judgment whether by action or inaction, error, or omission, causing damage to American, even if sh loss is solely economic (including without limitation diminished value, repair, or replacement costs, anid other damages recoverable under applicable law), is actionable and the Design 'Professional agrees that American may pursue as its AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 Page 15 of 28 f00325124�6 remedy, in addition to any contraction remedies or indemnification, a tort claim for professional negligence against the Design Professional= 14A The Design Professional will not be liable for any indemnification obligation under this Section 14 to theextentthat any claim, damage, loss, or expense is caused by the gross negligence or willful misconduct of American: 13. Termination 15-1 This Agreement may be terminated by American upon not less than seven (7) days'. written notice should the Design Professional fail to perform any of its obligations under this Agreement. Without limiting the ,generality of the foregoing, American shall have the right to terminate this Agreement if the Design Professional: (a) fails to meet the deadlines imposed under Section 3.5 (b) fails to maintain the insurance required under Section 13.1; (e) fails to comply with the requirements of Section 22.1; (d) disregards instructions of American when n such >instructions are based on the terms of this Agreement; (e) files a lien against the Project or allows anyone claiming by, through, or under the Design Professional to file a lien on the Project without removing and discharging same as required under Section 16.1; (f) files for or is placed in any type of bankruptcy or receivership proceedings and fails within ten (10) days of American's request to deliver adequate assurance of future performance in accordance with this Agreement;or (g) fails to comply with any representation, warranty; or agreement of Section 3. 15.2 If American, in its sole discretion, chooses to suspend the Project at any time during the term of this Agreement, the Design Professional shall be compensated for Basic Services, Additional Services, and Reimbursable Expenses performed or incurred prior to notice of such suspension. In connection with such suspension, American may, at its sole discretion, order the Design Professional to demobilize and remove any material or personnel being used by Design Professional in connection with the Project at the Project Location; provided, however, that if American elects not to order such demobilization and removal, and the Design Professional elects to keep some or all materials or personnel mobilized in connection with the Project,then American -shall not be required to compensate the Design Professional for the costs of such material or personnel during the period of the suspension. If and when the Project is resumed, (i) the Design Professional shall be compensated for reasonable expenses incurred in the interruption and resumption of the Design Professional's Services, and (ii) the Stipulated Sum for the remaining Design Professional's Services and the Schedule for Performance shall be equitably adjusted. If requested by American, the Design Professional shall-provide American with a written statement of e-xpenses incurred in the interruption and resumption of the Design Professional's Services after any suspension hereunder. 75.3 American may terminate this Agreement In its entirety or as to any designated portion of Basic Services without cause and for its convenience by giving the Design Professional not less than seven (7) days' written notice of such election. All contracts entered into by the Design Professional pursuant to this Agreement shall contain provisions allowing them to be similarly terminated by the Design` Professional in the event American elects to terminate this Agreement pursuant to Sections 15.1 or 15.3. in the event of termination pursuant to this Section15.3, subject to the limitations set out in this Agreement, the Design Professional shall be compensated in accordance with Section 15.4 for all AMERICAN AIRLINES DESIGN SERVICES AGREEMENT BURDENED STIPULATED SUM MARCH 2017 Page 16 of 2B 1003251246 services properly performed prior to the effective date of terminaticn. As a condition to receiving such compensation, the Design Professional shall turn over to Ameri n all documentation relating to the Project, including any designs, Plans and Specifications, and y electronic drawings in the form specified by American or the airport operator, 15.4 Provided that the Design Professional is not in default or breach of this Agreement, upon termination of this Agreement by American pursuant to this Section 15, the Design Professional shall receive payment for Basic Services and Additional Services properly performed prior to the date of f termination identified in the notice of termination,together with any Reimbursable Expenses incurred prior to such termination date, but less any costs, expenses, or damages incurred by American arising out of - the acts or omissions of the Design Professional, and American shall have no further liability for compensation or fees to the Design Professional under this Agreement. The Design Professional's application for payment under this Section 15 must comply in all respects with the terms of Section '17. In the event that this Agreement is terminated by American pursuant to Section 15.1 as a result of the Design Professionals default under this Agreement, then American shall have the right to deduct (i) all amounts reasonably incurred by American to engage and compensate a replacement architect, engineer, consultant or firm of American's choice to complete the scope of work contemplated in Design Professional's Services, together with all reasonable amounts incurred by American in curing the Design Professional's breach, from (ii) any amounts otherwise owed to the Design Professional under this Section 15.4. Nothing in this Section 15 shall operate to limit American's other remedies under this Agreement or at law. 15.5 If American fails to perform any of its obligations under this Agreement, the Design Professional t shall have the right to give American written notice thereof statirl the nature of the default alleged_ If American does not cure such default within sixty (60) days attreceipt of such notice, the Design r Professional shall have the right to cease performance under this reement by giving American written notice of such intent at any time while such default remains uncV red. in the event American disputes the Design Professional's claim of default in writing,the Design Prof ssional shall not be entitled to cease work, but shall proceed diligently with performance of this Agreemepending resolution of the dispute. 15.6 The Design Professional may terminate this Agreement of_ f its performance is suspended for a period of ninety (90)days or more due to American's default, 15,7 Notwithstanding any termination of this Agreement, all obfigations of Design Professional with respect to Design Professional's Services performed prior to such.termination shall remain in full force and effect and shall survive such termination. y: 15.8 In the event of any termination under this Section 15, the Design Professional consents to American's selection of another architect, engineer, consultant, or firm of American's choice to assist American in any way with completing the Project. The Design Professional further agrees to cooperate and provide any information requested by American in connection with the completion of the Project and consents to and authorizes the making of any reasonable changes to the design of the Project by American and such other architect, engineer, consultant, or firm as American may desire. Any services provided by the Design Professional which are requested by Americanaftertermination shall be fairly compensated by American.. In the event of any termination under this Section 15, the Design Professional shall promptly deliver to American all Contract Documents, including an up-to-date set of reproducible electronic drawings in the form specified by American or the airport operator that show and/or describe all clarifications, addenda, substitutions, and approved Change Orders. Upon termination, all ownership rights and title to the products of the Design Professional's Services created pursuant to this Agreement shall remain with American as specified in Section 12, and American may use for any purpose; the products of Design Professional's Services, including without limitation all Plans and Specifications and any.electronic drawings in the form specified by American or the airport operator. Any future use of the products of the Design Professional's Services by American and such other architect, engineer; „. consultant or firm shall be at American's sole risk and without liability to the Design Professional or the rv. Design Professional's Subconsultants as to such future work. AMERICAN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017 Page 17 of 28 100325124`6 16. Liens 16.1 The Design Professional shall not permit any type of lien to be filed or otherwise imposed on any part of ,the Work or the Project or the property of American in connection with any services performed pursuant to this Agreement. If any such lien is filed, then to the extent permitted by applicable law, the Design Professional agrees to cause such lien to be released and discharged within fifteen (15) days, or to provide American with a satisfactory bond. In the event the Design Professional faits to comply with the requirements of this Section 16 American shall have the right, but not the obligation, to pay all sums necessary to obtain such release and to deduct all amounts that are paid from any monies otherwise die the Design Professional under this Agreement or to require the Design Professional to reimburse American -. 16.2 To the extent permitted by applicable law, the Design Professional Hereby irrevocably waives and relinquishes any and all lien or right of lien that it may have with respect to services to be performed under this Agreement, and agrees that it will not under any circumstances, file any type of lien claim under the mechanic's and materialman's laws or otherwise with respect to the Project notwithstanding any claim that the Design Professional may have against American for alleged nonpayment. yment. 17. Payments to the,Desion Professional 17.1 On or about the first day of each month, or as established by American's Project Manager, the Design Professional shall submit to American its billing for services rendered during the previous month. Billings for Additional Services and any Reimbursable Expenses, related to such Additional Services shall be separately stated from the billings relating to Basic Services. Billings shall be submitted in such format as American may prescribe from time to time. 171 After receipt of the Design Professional's properly supported application for payment, American will make payment of the approved amount of such application within thirty(30)days. 17.3 American shall in no event be obligated to make payments to the Design Professional for the Design Professional's Services in excess of the Stipulated Sum. The Stipulated Sum includes all personnel costs relating to the Basic Services and Additional Services performed by or required of the Design Professional pursuant to this Agreement and is the maximum amount American shall be obligated to pay in consideration of the performance of by the Design Professional, including the Design Professional's Subconsultants, except as otherwise agreed to by American and the Design Professional pursuant to a Professional Services Change Order. 17.4 For Design Professional's Services, unless otherwise expressly agreed by American and the Design Professional, the Design Professional will be compensated for labor on the basis of fixed and fully burdened hourly rates for principals and employees, as provided in, Exhibit "EE 2" attached to this Agreement. Billings for personnel using the"Labor Rates"shall be in form similar to the example set fortis in Exhibit"EE-2". 17.3 The "Labor Rate Range" for each job classification has been specified in Exhibit"EE-2". 17.6 The Labor Rates for Design Professional's personnel identified in Exhibit "E€-2" are fully burdened rates and include, but are not limited to, the items enumerated in(1)through(5)below: (1) payroll taxes, (2) worker's compensation insurance; (3) group insurance (health and long- term disability); (4) sick leave, holidays and vacations; and (5) pension plans (excluding any type of profit sharing or items related to profitability). 17.7' Principals and the hourly rates that shall be billed for the time they spend in performing services hereunder are identified in Exhibit "EE-2" attached hereto. No amount- shall be billed to American for services rendered by principals unless such principal's time is approved in advance in writing by American.Time spent by personnel performing services under this Agreement shall be billed AMERICAN AIRLINES DESIGN SERVICES AGREEMENT BURDENED STIPULATED SUM MARCH 2017 Page 18 of 28 1003251246 at the hourly rates set forth in Exhibit "EE-2" without any multiplier. Under no circumstances shall a principal or employee be permitted to bill American for more than eight (8) hours in a day, nor shall the Design Professional bill American for any costs of overtime work and/or work requiring higher than t: regular rates unless such work is approved by American in advance in writing. Time spent by principals 1 performing general administrative duties shall not be charged to the Project 17.8 Clerical, secretariat or general administrative activities are not directly compensable under this n Agreement and are not to be billed, with the exception of necessary field office assigned clerical or secretarial personnel,. rr 17.9 In the event that all amounts due for Additional Serrlces under this Agreement exceeds $500,000, the Design Professional shall provide American (if requested by American's Project Manager) with an itemized breakdown of its overhead costs by specific expense category for American's review and approval. For purposes of this Agreement, overhead shall be *fined as the net actual cast of those G. mandatory normal expenses incurred by the Design Professional, but not directly chargeable to :a particular project. However; the following items are specifically not to be included or allowed in computing the Design Professional's overhead: (i) bonuses, profit sharing or other items contingent upon business volumes or profits, (li) corporate development, promotion, advertising, and marketing expenses which exceed the firm's previous five (5) years average of percentage of overhead costs for such expenses; (iii) the amount of accelerated depreciation which exceeds a straight linedepreciation calculation; (iv) related party consulting, franchising or other fees for which costs cannot be objectively determined and are not customary to the profession;and (v)charitable contributions. a: 18. Reimbumable Expenses 18.1 "Reimbursable Expenses" are in addition to personnel compensation for Basic Services and n. Additional Services and include only those actual expenses (without mark-up of any kind) reasonably w incurred by the Design Professional, Reimbursable Expenses shall be fully supported with original invoices, purchase orders, canceled checks, and other substantiating documentation acceptable to American, to no event shall reimbursement of the meats, automobile mileage, and incidental expenses related to travel contained in subparagraphs (1), (B), or (7) below exceed the federal General Services Administration's"tier six' per diem limit as of the date of such expense and as applicable to the location of the Project. American's Reimbursement Allowance for Reimbursable Expenses is to cover expenses incurred by the Design Professional in direct support of the Project,which Reimbursement Expenses are identified in the following clauses. (1) Expenses in connection with out-of-town travel anal in-town travel to the extent Design Professional personnel travel from their assigned office to the Project site, in each case only as :. authorized in advance in writing by American, Authorized travel charges are to be billed as a separate line item listing employee name, purpose of trip, dates traveled, and the daily cost of individual items for which reimbursement is sought. Electronic copies of the original airline ticket hotel bill, car rental agreements, and like electronic documentation (or physical copies, where electronic copies are unavailable) for other items roust be provided to American with the reimbursement billing. In order to be a Reimbursable Expense under this Agreement, air travel must be on American Airlines and/or American Eagle unless Design Professional receives prior written approval from American to use an alternative airline. Airfare will be reimbursed at the cost of coach class only; upgrade charges will not be reimbursed. (2) If authorized in advance in writing by American, costs of overtime work and/or work requiring higher than regular rates but only if such overtime and higher rates are actually paid to the employee. if for any reason, the Design Professional and/or its consultants enter into a period of time of 20 consecutive working days or more where personnel overtime exceeds the normal working/billable hours of said period by more than 10%, then the Design Professional must reflect f an adjusted labor rate for all overtime hours which shall be calculated by dividing the base r monthly salary for each person by their respective monthly hours. Under no circumstances shall a K AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 Page 19 of 28 I00325124_6 f: principal or employee of Design Professional be permitted to hill American for more than eight(8) t hours in a day unless approved by American in advance in writing, (3) Expense of renderings, models, and mock-ups requested by American. w (4) Fees,paid for securing approval of authorities having jurisdiction overthe Project. (8) Expense of Subconsultants under contractual agreements, approved by American in advance in writing. There shall be no mark-up by the Design Professional of payments to r Subconsultants. All contracts issued to Subconsultants must be made in accordance with this Agreement. Any deviations must have prior written approval from American. All applications for t payment from Subconsultants must be invoiced and supported in the same manner as requested and/or required from the Design Professional. The labor rates for Subconsultants shall not exceed the Design Professional's labor rates. (6) Project-related automobile mileage. (7) Meals for any employee in direct support of the Project when out of town, provided that in no event will American reimburse the cost of alcoholic beverages. 18.2 Non reimbursable expenses (i.e. overhead) which are not compensable under this Agreement are identified as follows: (1) document reproduction costs (including any reproduction or photocopying costs for r administrative and billing work), postage and handling of any plans and specifications and other documents, r: (2) Clerical, secretariat, or general administrative time with the exception of personnel assigned to the field office in direct supportof the Design Professional's Services. (3) Technology charges, including charges for use of computers or CADD software (or any equivalent electronic drawing technology)for any type of work. (4) Finance charges including interest expenses of any type. l (5) Any mark-up over the actual cost of any item otherwise reimbursable. t: (6) Entertainment, liquor, or other alcoholic beverages, and other personal expenses of any kind. t (7) Local meals, housing, and automobile-expenses for local personnel. American's prior written approval is required for any expenses incurred for inbound relocation costs of personnel to the Project Location for an extended period of time.- (8) Costs incurred by the Design Professional as a result of, or to cure, any breach or violation of this Agreement. (9) Any part of the Design Professional's capital expenses_ (10) Amounts required to be paid by the Design Professional for federal, state, or local income or franchise taxes. w. l: 01) Cost of Subconsultants and cost of overtime work and work requiring higher than regular rates if not approved in advance in writing by American. (12) The cost of,any item not included in the items described in Section 18,1. AMERICAN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2817 Page 26 of 28 1001251246 (13) Any costs in excess of the Reimbursement Allowance set forth in Section 1.3. (19>) Costs of fax transmittals, electronic scans (including the expense of the machines used for such faxes or scans), long-distance telephone eom . nications, internet charges, cellular telephones (whether used exclusively or partially in conn 'on with the Project), or use of video or voice conferencing technology. (15) Cost of Project-related automobile mileage by persnet other than those assigned to the Design Professional's field office. (16) Cost of any outside,legal fees. (17) Any personnel relocation costs unless previously approved in writing by American. „ (18) Bonuses,profit sharing,or other special labor charges. 19. Design Professional's Records 19.1 The Design Professional shall keep and maintain such full and detailed accounts as may be necessary for proper financial management under this Agreement and the Design Professional's system shall be satisfactory to American. The Design Professional hereby grants to American the authority to enter its premises for the purpose of such inspection and audit. Design Professional's records shall include but not be limited to accounting records (hard copy as well as computer readable data); written policies and procedures; Subconsultant files (including proposals of successful and unsuccessful bidders and bid recaps); original estimates; estimating worksheets; correspondence; change order files(including, but not limited to documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; and any other supporting evidence deemed necessary, by American to substantiate charges related to this Agreement (collectively referred to hereinafter as "Records"). All Records shall be open to inspection and subject to audit and/or reproduction by American's agent or its authorized representative for any and all purposes, including but not limited to evaluation and verification of: (i) compliance with contract documents, (ii) proper pricing of change orders, (iii) compliance wiO American's business ethics policies, and (iv) claims submitted by the Design Professional or any of its p ees pursuant to the execution of this Agreement. The Design Professional shall preserve all Records for A period of at least ten (10)years after the final payment is made to Design Professional by American hereunder. American's audit rights under this Section 19 shall be applicable to all Subconsultants employed by the Design Professional and the Design Professional shall be responsible for insuring that Subconsultants maintain Such records, allow such access,- and shall include a provision similar to this Section 19.1 in each contract with a Subconsultant. 19.2 Although the Design Professional is required to maintain its records,as forth in Section 19.1, for a period of ten (10) years from the date of final payment under this Agreement, American will audit Design Professional's records for purposes of adjustment to Design Professional's payments under Section 17 or Section 18, if at all, within three(3) years after final payment under this Agreement. %3 Any adjustments and/or payments which must be made as a result of any audit, inspection, or examination of the Design Professional's invoices and/or records shall be made within a reasonable amount of time (not to exceed thirty (30) days) from presentation of American's findings to the Design Professional. 20. lndapendent Contractor 20.1 American and Design Professional acknowledge and agree Design Professional is an independent contractor, and not an employee of American, and It t Design Professional will not have authority to 'bind American or otherwise incur liability on behalf American. American will have no obligation whatsoever to provide any employee benefits or privile-es of any kind or mature to Design -. AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 Page 21 of 28 100325124_6 Professional, including without limitation insurance,benefits, pension benefits, or travel privileges. Further, Design Professional agrees that American is not responsible to collect or withhold federal, state, or local taxes, including income tax and social security,and that any and all taxes imposed,assessed or levied as r, a result of this Agreement or any payments under this Agreement shall be paid by Design Professional w: (or, if paid by American, reimbursed by Design Professional to American promptly upon demand). 21. Hazardous Substances a. 21.1 The Design Professional agrees that it shall not specify or incorporate into its designs or in the :. Plans and Specifications any Hazardous Substance, except in accordance with applicable Environmental Laws. Further, in performing any of its obligations hereunder, the Design Professional shall not cause any release of Hazardous Substances into, or contamination of, the environment, including soil, the " atmosphere, any water course, or ground water, except in accordance with applicable Environmental Laws_ In the event that the Design Professional engages in any of the activities prohibited in this Section 21.1, to the fullest extent permitted by law, the Design Professional hereby indemnifies and holds harmless American and its officers, directors, agents, employees, and consultants from and against any ti.. and all claims, damages, losses, causes of action, suits,and liabilities of every kind, including, but not KK limited to, expenses of litigation, court costs, punitive damages, and attorneys' fees, arising out of, incidental to or resulting from the activities prohibited in this Section 21.1. 21.2 In the event the Design Professional observes on the Project Location any Hazardous Substance, or what the Design Professional reasonably believes to be a Hazardous Substance, and which is being introduced to the Work, or,exists on the Project Location, in a manner violative of any applicable Environmental taws, the Design Professional shall immediately direct that Work in the area affected be stopped and report the condition to American in writing. Notwithstanding Section 20.1; the Design Professional is specifically authorized to direct such work stoppage for purposes of this Section 21.2 only. The Work in the affected area shall not thereafter be resumed except by written authorization of American if in fact a Hazardous Substance has been encountered;and has not been rendered harmless. Design Professional shall have no liability to Contractor for any delay or delay claims " relating to or arising out of Design Professional's issuance of a directive to stop Work pursuant to this Section 21.2. In the event the Design Professional fails to direct that the work be stopped upon observing a Hazardous Substance at the Project Location, to the fullest extent permitted by law, the Design Professional hereby indemnifies and holds harmless American, and all of its officers, directors, agents, employees, and consultants from and against all claims, damages„ losses, causes of action, suits, and liabilities of every kind, including, but not limited to expenses of litigation, court costs, punitive damages, and attorneys' fees, arising out of, incidental to, or resulting from the Design Professional's failure to stop the Work. 21.3 An extension of time for the performance of Basic Services shall be the Design Professionars " sole remedy for any delay arising out of the time which may be required for remediation or rendering harmless any Hazardous Substances at the Project Location. Americanand the Design Professional may enter into an agreement for the Design Professional to provide services in connection with remediation and/or rendering harmless the Hazardous Substance, but the Design Professional shall not be required to perform any services requiring physical presence in any area affected by the Hazardous Substance until such time as the Hazardous Substance has been remediated and/or rendered harmless. 21.4 For purposes of this Agreement,the term "Hazardous Substance" shall mean and include, but shall not be limited to, any element, constituent, chemical, substance, compound, or mixture, which are defined in or included under or regulated by any local, state, or federal law, rule, ordinance, by-laws; or ... regulation pertaining to environmental regulation, contamination, clean-up, or disclosure; including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), The Resource Conservation and Recovery Act ("RCRA"), The Toxic Substances Control Act ("TSCA"), The Glean Water Act C'CWA'% The Clean Air Act ("CAA), and The Marine Protection Research and Sanctuaries Act ("MPRSA"), The Occupational Safety and Health Act ("OSHA'), The Superfund Amendments and Reauthorization Act of 1986 ("SARA"), or other state super lien or environmental clean-up or disclosure statutes including all state and local counterparts of such laws (all AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUNT MARCH 2017 Page 22of28 1003251246 such laws, rules, and regulations being referred to collectively as"Environmental Laws"), It is the Design Professional's responsibility to comply with this Section 21 based on the law in effect at the time its services are rendered and to comply with any amendments to those laws for all services rendered after the effective date of any such amendments. 22. Airport Security 22.1 In the event the Design Professional requires access to rang airport security area to perform Design Professional's Services, the Design Professional shall be quired to comply with all applicable written airport policy statements and all applicable legal require nts, including without limitation, the following: (1) The Design Professional shall comply with all aptiIicable federal, state, and local laws and executive orders and regulations issued pursuant they to, including without limitation, and to the extent applicable to this Agreement, the provisions contained within 14 C.F.R. Sections 107 and 108, and such rules and regulations as mandated from time to time by the FAA andlor airport security authorities including the federal Transportation Security Administration. (2)' In the event an employee of the Design Professional requires unescorted access to any area of the airport controlled for security reasons, then the Design professional shall ensure that it has conducted adequate background investigation and provides written results of same to the authorizer of the AOA badge(s).An adequate background check on each employee shall include, at a minimum and to the fullest extent allowable by law, the individual's employment history for the past 10 years and a criminal history record check if ny of the following conditions below are triggered during the employment history check: • failure to account for 12 months or more of unempl yment over the past 10 years, • inability to substantiate statements made or if sig:ificant inconsistencies in information exists, reason to believe that a conviction for any ,isqualifying crime listed by the FAA may have occurred within the past 10 years. (3) American shall have the right, but not the duty, to conduct such audits of the Design Professional's employment records as it deems desirable to investigate the Design Professional's compliance with Paragraphs (1) and (2) above. American may terminate this Agreement for default if it finds any evidence which indicates that the Design Professional has not complied with the obligations imposed by Paragraphs(1)and(2)above. (4) Anything in this Agreement to the contrary notwithstanding, the parties agree that the f Design Professional shall defend, indemnify, and hold American, its officers, directors, employees, agents, and consultants harmless from and against any and all fines, penalties (whether criminal or civil), and assessments, including expenses and attorneys' fees incident thereto, which may be suffered by, accrued against, or charged to or recoverable from American, its officers, directors, employees, agents, or consultants, for or on account of the failure of the Design Professional to perform obligations imposed in Paragraphs (1) and (2) above, including but not limited to the adherence to all necessary security clearance, maintenance, and training for all of the Design Professional's employees in accordance with the rules and regulations of the FAA (or any successor agency thereto) or any other governmental a9ency. 23. Confidentiality r: 23.1 The Design Professional shall treat all information relating to the Project, including all information supplied to the Design Professional by American, as confidential and proprietary information of American and shall not permit its release to other parties or make any public; announcement or publicity releases k $: or use same in any promotional or professional materials without American's written authorization. The r: AMERICAN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2047Page 23 of 28 1003251246 Design Professional>shall also require any consultants it engages in connection with this Agreement to comply with this requirement: 24. Signage 241 All signage at the Project Location shall be subject to the prior written approval of American. The Design Professional recognizes that all signage at the Project Location may be disallowed, at American's sole discretion. Signage will not be considered a Reimbursable Expense. 25, Representatives 251 American's Project Manager is shown in the Project Summary and shall be American's Representative on the Project, unless and until American notifies the Design Professional in writing that some other person shall be American's Project Manager. American's Project Manager is authorized to recommend approval of changes in the scope of this Agreement, but all changes in the scope of this Agreement, including authorization of Additional Services, shall be binding on American only when signed by an authorized employee of the Corporate Real Estate Department of American or a corporate officer of American. 25.2 The name of the party who is to be the Design Professional's Representative is shown in the Project Summary. Unless a corporate officer of the Design Professional advises American, in writing, of any limitations on the authority of the Design Professional's Representative, the Design Professional's Representative shall have full authority to execute any and all instruments requiring the Design Professional's signature and to act on behalf of the Design Professional with respect to all matters arising out of this Agreement. 26, Assignment 26.1 The Design Professional shall not assign this Agreement or sublet it as a whole without the prior written consent of American; nor shall the Design Professional assign any monies due or to become due to it under this Agreement, without the prior written consent of American. American may, however, assign this: Agreement to any other party or entity, provided American continues to be responsible for the performance by such assignee of all undertakings of American hereunder. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns. 27. Nondiscrimination 27.1 The Design Professional agrees that it will not violate any applicable laws, executive orders, or regulations prohibiting discrimination in employment in the performance of its services under this Agreement. 28. Waiver 28.1 No consent or waiver, express or implied, by either party to this Agreement to or of any breach or default by the other in the performance of any obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other or future breach or default by such party. Failure on the part of any patty to this Agreement to complain of any act or failure to act of the other party or to declare the other party in default hereunder, irrespective of how tong such failure continues, shall not constitute,a waiver of the rights of such party hereunder. Neither American's payment for, or approval or acceptance of, any of the Design Professional's services shall release the Design Professional from any of its obligations under this Agreement. AMERICAN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SIMM MARCH 2017 page 24 of 28 1Op32S124 i 29. Construction of Terms 29.1 Unless the context clearly intends to the contrary, words singular or plural in number shall be deemed to include the other and pronouns having a masculine or feminine gender shall be deemed to include the other. The term "person" 'shall be deemed to include an individual, corporation, unincorporated organization,partnership, trust, government, and governmental agency or subdivision,as the context shall require. 30. Captions 30.1 The captions used for the Sections in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope or the intent of this Agreement or any Section hereof. 31. Entire Agreement;Severability; Amendments 31.1 This Agreement constitutes the entire agreement between the Design Professional and American with respect to the matters covered hereby. Ali prior negotiations, representations, and agreements with respect thereto not incorporated in this Agreement are hereby canceled. This Agreement can be modified or amended only by a document duly executed by both American and the Design Professional. In the event any provision of this Agreement st II be determined to be illegal, invalid or otherwise unenforceable,. the remainder of this Agreement sh not be affected thereby and each remaining provision, term, covenant, or condition of this Agree .. nt shall be enforced to the fullest extent permitted by law. 32. Dispute Resolution 32.1 This Agreement shall be governed by the laws of the State of Texas and the applicable laws of the United States of America. This Agreement has been entered i lto in Tarrant County, Texas, and it shall be performable for all purposes in Tarrant County, Texas. My action or proceeding against the Design Professional under or in connection with this Agreement or any of the Contract Documents shall be brought in any state or federal court in Tarrant County, Texas. 32.2 Pending resolution of any dispute arising under this Ag Ment, other than the termination hereof, the Design Professional Shall proceed diligently with the " rformance of this Agreement and American shall continue to make any payments that are not dispute in accordance with this Agreement. 32.3 Claims for any disputes arising under this Agreement by either American or Design Professional must be initiated by written notice to the other party prior to brin 'ng any action or proceeding. Upon receipt of such written notice, American and Design Professional agree to exercise good-faith efforts to resolve such claims amicably and in a timely manner prior to prior to ringing any action or proceeding. 33. Notices 33.1 All notices to be given hereunder shall be in writing, and may be given, served, or made by (i) depositing the same in the United States Mail addressed to the party to be notified, postpaid, and first class mail, (ii) depositing the same with Federal Express, UPS, or DHL, addressed to the party to be notified, prepaid, and overnight mail, (iii) electronic mail with confirmation of read receipt, or (iv) by delivering the same in person to such party. Notice deposited in the mail or other parcel service in accordance with the provisions hereof shall be effective unless otherwise stated in this Agreement from and after the fourth day next following the date postmarked on the envelope containing such notice, or when actually received, whichever is earlier. Notice given in any other manner shall be effective only if and when received by the party to be notified. All notices to be given to the parties hereto shall be sent to or made to the addresses shown as the business address for each in the first Paragraph of this Agreement, unless separately specified in Section 37 or changed from time to time in accordance with AMERICAN AIRLINES DESIGN SERVICE$AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 Page 25 of 28 1003251246 this Agreement. By giving the other party at least fifteen (15) days written notice thereof, the parties hereto shall have the right to change their respective addresses and specify as its address for the purposes hereof any other address in the United States of America. 34. Third Party Rights 34.1 Nothing contained in this Agreement shall create a contractual relationship with or duties, obligations or causes of action in favor of any third party against either American or the Design .. Professional 35, Counterparts 35.1' This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 36. Diversity Program 36.1 tt is American's policy and commitment to provide maximum opportunity for the following categories of firms to provide professional services in conjunction with its corporate construction projects (each a "Diversified Business"): (i) small businesses, (ii) small disadvantaged businesses, (iii) women- owned small` businesses, (iv) HUBZone small businesses, (v) veteran-owned small businesses, (vi) service-disabled veteran-owned small businesses, (vii) minority-owned businesses, (vii) women-owned businesses, and(viii)LGBT-owned business,as each category is defined in American's Supplier Diversity and Small Business Program {the "Diversity Program"). Neither American nor the Design Professional shall discriminate on the basis of race, color, religion,gender, sexual orientation, or national origin in their w: award and performance of contracts to be utilized for any of American's corporate construction projects. Design Professional will also comply with all applicable laws pertaining to nondiscrimination in employment including, without limitation, the provisions contained in Executive Order 11246 as amended and as may be further amended in the future, titled"Equal Employment Opportunity" and 41 C.F.R. §§60 1,4(a), 60 250.4 and 60 741.5(x) which are incorporated herein by reference, Furthermore, affirmative action will be taken, consistent with sound procurement policies and applicable law, to ensure that Diversified Businesses are afforded a fair and representative opportunity to participate in American's construction project contracts. Fifty Seven 36.2 The goal of this Agreement for participation by Diversified Businesses shall be -44ti"d""aa JVJ--(57%)percent{4G09A). Said goal is expressed as a percentage of the total value of this Agreement excluding any dollar amount to specialty Subconsultants and/or suppliers of any unique or unusual services or goods for which there are no known Diversified Businesses qualified to provide such services or goods. The responsibility for proof of exclusion claimed shall be borne by the Design Professional Said proof must be in written form, of sufficient content and submitted to American upon signing this Agreement along with Exhibit"M"which shall list the names, full address, and dollar value of all 5ubconsultants and supplier agreements issued by the Design Professional in conjunction with this Agreement. 36.3 The Design Professional and its subcontractors shall employ the following procedures as appropriate to foster contracts with Diversified Businesses for services rendered in conjunction with this Agreement: (a) giving timely notice to the Diversified Business community, assistance agencies and professional associations of the intent to award contracts for Work; (b) establish numerical Diversified Business goals as part of individual prime subcontracts, and in other subcontracts resulting therefrom, apportioned in such a manner that the overall goal as stated in Section 36,2 might be achieved; is (c) seek;joint ventures with Diversified Businesses that make the Diversified Businesses responsible for a clearly defined portion of the Work that is the subject of the joint venture; and AMERICAN AIRLINES DESIGN:SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017 Page 26 of 26= 1003251246 a' (d) Seep Olvers fled business suppliers :and manufocture.m for materials and supplies required to sdpps>rt detivery pf the Design ProfessionaV 04rarices: 36.4 Design Professional shall submit with all bids/proposals made in conjunction with this Agreement, a list of all proposed subcontractors, subconsultants, and suppliers for review and approval by American, together with such supporting documentation as is reasonably requested by American to allow American to validate the size, socioeconomic, and diversity statuses of such...proposed subcontractors, subconsultants, and suppliers. Any changes to the original list°shall also be submitted for review and approval. Design Professional shall make a goad-faith effort to replace listen Diversified Businesses subcontractors, subconsultants, and 'suppliers who are unable qua* and/or perform on the contract with another Diversified Business. 35.5 Monthly, the Design Professional shalt submit Exhibit "M" titled 'P=articipation in Diversity Program"on said involvement. At such times that American shall prescribe the Design Professional.shall' provide'copies of all contracts, subcontracts, books, records,, and accounts to authorized officials of American or airport officials for purposes of verifying the reported (Participation and/or demonstrating that a good-faith effort has, been made to carry out the Diversity Pragram and this Section 36. Design Professional is subject to a post contract audit. Audit determination(s) may be considered in the evaluation of Design Professional's goad-faith effort and could have a bearing on future work. :37. Nlaiting;Address 37,1 For trtvoloes contracts:and lothat types of orre$;=der6e please address your thformation to American Airlines,Inc. Corporate Real Estate-MD 5317 4333 Amon Carter Blvd; Fort Worth,Texas 78155 38. Other Terms and Conditions 38.1 See1=xhibit"FF": AMt=.R1O AtR kavlES I3 -5t i+i tVtCE�ACRE NT 43RDEN D S'nPu4A'f 0 S41Rlt. MARCH.201.T P 7flf 8. �3i24 1S IN WITNESS WHEREOF, this Agreement is hereby executed as of the date first above set forth for American Contract No. H©Q2452E1. -X01- Pacheco Koch Consulting Engineers, Inc. AMERICAN AIRLINES, INC. By: - By. Name: J Ines 1. Koch,Jr., PE RPLS Name: Hoteliing, Kirk Title: ViceRJesident Title, Managing Director Date: 05/31118 Date: OS' -I�-(g Note;Acceptance should be executed by corporate officer,partner,or principal in interest. AMERICAN AIRLINES „ . DESIGN SERVICES AGREEMENT=BURDENED STIPULATE]SUM MARCH 2617 Page 28 of 28 m 100325121_6 SERVICES AND CONTRACT DOCUMENTS PROJECT TITLE: HDC -►Nest Campus Traffic Design and CONTRACT DATED: 2018-05-15 00:00;00 Engineering PROJECT NO.: HDQ2452E AA CONTRACT NO.: HDQ2452E1 G SERVICES: Design Professional will provide engineering services in con cton with certain contemplated work at the space owned and/or occupied by American, and commo known as Trinity Blvd and SH 360, West Campus Traffic Design and Engineering. i American has engaged Design Professional in order to prepare roadway design, hydrologic and hydraulic design,traffic signal design, signing, pavement markings,traffic control plan, survey, geotechnical data collection, environmental clearance, structural design and SUE (subsurface utility engineering). The proposed project would widen the existing facility to improve operation. i As part of Design Professional's Services, Design Professional will deliver to American before the expiration of the Tercet preparation of plans, specifications and estimates;(PS&E)and related documents, for operational improvements to SH 360 and Trinity Blvd in Fort Worth, Tarrant County. i All Services will be completed by Design Professional prior t0the expiration of the Term, in accordance with the terms of the Agreement. In addition, Design Pro ,ssional will complete certain Services in accordance with the following schedule: Design Compled 9/3/2018; Construction Completion 5/1/2019 i 1 i i 1 1 i I 'i 'i i 3 AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 EXHIBIT AA Page 1 of 2' 1003251246 The following listing of Drawings, Specifications and Addenda, if any, are hereby incorporated into the Design Services Agreement. A.1. The Drawings as produced by Pacheco Koch Consulting located at 7557 Rambler Rd Dallas, TX 75231=2388 are as follows: NUMBER TITLE DATE A.2. The Specifications as produced by Pacheco Koch Consulting located at 7557 Rambler Rd Dallas, TX 75231-2388 are as follows: SE Tl N DATE PAGES A.3. The Addenda, if any, are as follows: NUMBER DATE PAGES AMERICAN AIRLINES DESIGN SERVICES AGREEMENT T BURDENED STIPULATED SUM MARCH 2017 EXHIBIT AA Page 2 of 2 100323124.6 CHANGE ORDER e_ Pacheco Koch Consulting Engineers, Inc. TO: 7557 Rambler Rd,Suite 1400 CHANGE ORDER NO.: Callas, TX 75231-2388 DA 1"E, CONTRACT DATED: 05115/2018 PROJECT TITLE: HDQ - West Campus Traffic Design andAA CONTRACT NO.: HDQ2452EI Engineering PROJECT NO.: HD02462`E This will authorize the following changes: This change order constitutes full, final,and complete compensation to the Design Professional for all costs,expenses, overhead, profit, and any damages of every kind that the Design Professional may incur in connection with the above referenced changes in the Services, and any other effect on any of the Services under this Agreement. By the execution of this change order,the Design Professional accepts the above-stated change in the Stipulated Sum and the adjustments the schedule for performance, if any,and expressly waives any claims for any additional compensate damages or time extensions in connection with the above-referenced changes. Except as herein or h iretofore expressly modified,all terms of the original Agreement shall remain in full force and effect al., shall cover the performance of, and payment for, any work authorized hereunder. It is requested that you indicate your acceptance of this change order.y executing the attached copies and returning one fully executed copy at your earliest convenience. The original not-to-exceedStipulated Sum was ........ $ Net change by previously authorized change orders. ....,.... ...................$ The not-to-exceed Stipulated Sum prior to this change order was.,.. ......................$ The not-to-exceed Stipulated Sum will be (increased) (decreased)(unchanged)by this change order........ ........ ...... . ........$ The new not-to-exceed Stipulated Sum including this change order will be............$ The schedule for performance will be(increased)(decreased) (unchanged)by( }calendar days. ACCEPTED BY: AMERICAN AIRLINES, INC. By: By: Title: Title: Date: Date Note: Acceptance should be executed by corporate officer, Oartner,or principal in interest. AMERICAN AIRLINES-CONSTRUCTION AGREEMENT DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 EXHIBIT BB Page 1 of 1 1003251246 BILLING FORMAT TO: American Airlines, Inc. CONTRACT DATED: 05/1512018 AA CONTRACT NO.: HDO2452EI PROJECT TITLE: HDQ -West Campus Traffic Design and INVOICE NO. Engineering PROJECT NO.: HDQ2452E INVOICE FOR SERVICES ( -Date } In accordance with our Agreement dated there is due at this time for Services and Reimbursable Expenses on the above referenced project,for the period ending ( INSERT DATE ),the sum of Dollars($ Y The present status of the Contract Fee.- ORIGINAL ee:ORIGINAL NOT TO EXCEED CONTRACT FEE $ CHANGE ORDER NUMBER $ TOTAL NOT TO EXCEEDCONTRACTFEE $ PREVIOUS TOTAL EARNED $ CURRENT TOTAL EARNED $ AMOUNT RECEIVED TO DATE $ AMOUNT NOW DUE $ AMERICAN AIRLINES DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017 EXHIBIT EE-2 Page 1 of 3 100325124_6 BILLING FORMAT TO: American Airlines, Inc, CONTRACT DATED: 2018-05-15 00:00:00 AA CONTRACT NO.: HDQ2452E PROJECTTITLE: HDO-West Campus Traffic Design and INVOICE NO.: Engineering PROJECT NO.: HDQ2452E PROJECT LABOR: BASE NAME CLASSIFICATION HOURLY RATE X URS AMOUNT $ LABOR COSTS SUBTO AL $ MATERIAL: DESCRIPTION NAME $ MATERIAL COSTS SUBTOTAL: $ REIMBURSABLE EXPENSE SUBTOTAL $ PROJECT TOTAL AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 EXHIBIT EE-2 Page 2 of 3 IOG.'125124 5 HOURLY RATES TO= -American Airlines, Inc. CONTRACT DATED: 2018-05-15 00:00:00 AA CONTRACT NO.: HDQ2452EI PROJECT TITLE: HLDO -West Campus Traffic Design and INVOICE NO.: Engineering PROJECT NO.: HDQ2452E FIXED HOURLY FULLY BURDENED LABOR RATES FOR DESIGN PROFESSIONAL'S SERVICES Name. Rate Included in Bid AMERICAN AIRLINES. DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 EXHIBIT EE-2 Page 3 of 3 1003251246 OTHER TERMS AND CONDITIONS PROJECT TITLE: HDQ-West Campus Traffic Design and CONTRACT DATED: 05/1512018 Engineering PROJECT NO.: HDQ2452E AA CONTRACT NO . HDQ2452E1 ADDITIONAL REQUIREMENTS: 1 Insurance Requirement for this contract is level A(See attached Insurance Requirement Exhibit).; 2. The Diversity Goal for the contract is 100%.Sub it Exhibit M with every;invoice.. 3." Reference the attached Pacheco Koch Fee Budg Estimate for SH 30 Interchange @ Trinity Blvd. and Exhibit A"Services to be prided by Pacheco Koch Consulting Engineers, Inc.to American airlines, c." AMERICAN AIRLINES DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 EXHIBIT FF Page 1 of 1 100325124_6 INSURANCE REQUIREMENTS PROJECT TITLE: HOO-West Campus Traffic Design and CONTRACT DATED: 5111512418 Engineering PROJECT NO.: HDQ2452E AA CONTRACT NO.: HDO2452EI n INSURANCE_SPECIFICATIONS 1. The Design Professional shall obtain insurance from an insurance company with a gest Rating of A or better, and must meet the coverages and limits requirements show below, The Design Professional shall maintain at all times such insurance as will protect him from the claims set forth below which may arise out of or result from the Design Professional's operations under this Agreement whether such operations be by himself or by any of his consultants or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) Claims under Workers' Compensation, disability benefit and other Similar employee benefit acts that are applicable to the worl<to be performed: (b) Claims for damages because of bodily injury, occupational sickness or disease, or death of his Employees and under any applicable employers liability law with customary Limits; (c) Claims for damages because of bodily injury, or death of any person other than his employees; (d) Claims for damages insured by usual personal injury liability coverage which are sustained (i) by any person as a result of an occurrence directly or indirectly related to the employment of such person by the Design Professional,,or(ii) by any other person; (e) Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use therefrom; (f) Claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle, owned, non- owned and hired; (g) Claims for damages to the Work, resulting from negligent acts, errors or omissions arising out of the performance of the Design Professional's Services. 2. The Design Professional's Worker's Compensation Insurance required by Paragraph 1 shall be written for not less than the statutory limits. The Design Professional's Employer's Liability coverage as required by Paragraph 1 shall be written for not less than a$500,000 limit of liability. 3. The Design Professional's Automobile Liability Insurance as required by Paragraph 1 shall be written for not fess than limits of liability as follows: Comprehensive Automobile Liability $1,000,000 Combined single limit for bodily injury and property damages. AMERICAN AIRLINES-AGREEMENT FOR:DESIGN SERVICES EXHIBIT 1 INSURANCE REQUIREMENTS AADS 03-00 PAGE 1 OF 3 4. The Design Professional's Commercial General Liability coverage as required by Paragraph 1 shall be written for not less than limits of liability as follows:- Bodily Injury/Property Damage $1,000,000 per (Occurrence,Basis) occurrence or equivalent Any limits required by this agreement may be arranged under a single policy for the full limits required or be a combination of underlying policies with the balance provided by an Umbrella Liability policy. 5. Design Professional shall provide to American Certificates Insurance evidencing that Design Professional has insurance coverage and limits meeting III ie requirements of this Agreement. American shall be named as an additional insured on the poli.Nes required by Paragraphs 3 and 4 above. Such insurance shall be primary without any right of contribution from any insurance maintained by American. The Certificates of Insurance shall orovide that the insurers issuing said policies shall give American not less than thirty (30) days"prior written notice in the event of cancellation or material alteration in coverage thereunder. 6. On or>before the execution of this Agreement, the Design Pr fessional shall furnish American an appropriate certificate. including any endorsements directly }atirrg to this Project, identifying the Design Professional's Professional Liability Insurance co rage of $1,000,000 which shall specifically include coverage for the contractual liability ass med by the Design Professional in this agreement, together with all other required coverage, nd stipulating amounts of coverage and deductible. Such certificate(s) shall indicate that coverage will not be canceled, not renewed, reduced or materially altered until at least thirty (30) days prior written notice has been given to American. if American on review of the policy stipulations, in uding monetary limits, requires the Design Professional to modify the current terms or limits s to expand coverage or increase limits, the premium increase, if any, caused by the chang_ shall be deemed a Reimbursable Expense but only as it relates to premiums attributable to this Agreement. The Design Professional agrees to maintain all required coverage including without limitation, the Professional Liability Insurance herein required, for at lea two (2) years following completion and acceptance of the Project. AMERICAN AIRLINES-AGREEMENT FOR DESIGN SERVICES EXHIBIT I INSURANCE REQUIREMENTS AA DS 03-00 PAGE 2 OF 3 CERTIFICATE OF INSURANCE DATE ISSUED: Producer. COMPANIES AFFORDING COVERAGE A} B) Insured: C) D} THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND.EXTEND ORALTER THE GOVERAGE AFFORDED BY THE POLICIES SHOWN BELOW. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED,IS SUBJECT TO ALL TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS. Co, Type of Insurance Policy Effective Expiration Limits Number General Liability General Aggregate [ ] Commercial Gen,Liab, Products-Comp/Op Agg. $ [ ] Claims made [ ]Occur, Personal&Adv.Injury $ [ ]Owner&Contractors Each Occurrence $ Property Damage to Fire Clamming(Any One Fire) $ American Airlines'Aircraft Medical E nse Per Person $ Automobile Liability Combined Single Limit }Any Auto [ j All Owned Autos Bodily Injury(Per Person) $ ] Hired Autos n [ ] Non-Owned Autos Bodily Injury(Per Accident) $ [' ] Property Damage $ Excess Liability Each Occurrence $ ] Umbrella Form 4 ( ] Other Than Umbrella Form Aggregate $ Worker's Compensation Statutory Limits and Each Accident $ Employer's Liability Disease-Policy Limit $ Disease-Each Employee $ OTHER CONTRACT NO: JOB NAME/LOCATION: SPECIAL CONDITIONS: 1. AMERICAN AIRLINES, INC.(AND THE LOCAL AIRPORT AUTHORITY/LANDLORD IF REQUIRED) IS ADDED AS ADDITIONAL INSURED, UNDER ALL POLICIES LISTED (OTHER THAN WORKERS` COMPENSATION AND PROFESSIONAL,LIABILITY)AS REQUIRED BY THE CONTRACT REFERENCED ABOVE. . 2. PRODUCTS AND COMPLETED OPERATIONS COVERAGE WILL BE MAINTAINED FOR A MINIMUM PERIOD OF TWO YEARS AFTER FINAL PAYMENT. 3. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE NON-RENEWED, CANCELED OR MATERIALLY ALTERED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN. n NOTICE TO THE CERTIFICATE HOLDER NAMED BELOW. CERTIFICATE HOLDER CERTIFICATION: I hereby certify that l am an authorized representative of each AMERICAN AIRLINES,INC. of the insurance companies listed above. INSURANCE COMPLIANCE P.O.BOX 100085-AM Duluth,GA 30096 Signature of Authorized Representative AMERICAN AIRLINES-AGREEMENT FOR DESIGN SERVICES EXHIBIT INSURANCE REQUIREMENTS AA DS 03-00 PAGE 3 OF'3 PARTICIPATION IN DIVERSITY PROGRAM PROJECT TITLE: 'HDQ-West Campus Traffic Design and CONTRACT DATED: 05/15/2018 Engineering PROJECT NO.: HDQ2452E AA CONTRACT NO,: HDQ2452E1 Name of Prime Contractor: Pacheco Koch Consulting Engineers. Inc,_10— American Airlines has a goal of 100%participation by Diverse Subcontractors,Vendors, and Suppliers. As part of the procedures for submission of a complete Proposal or Bid, all Bidders and/or Proposers are required to identify all participating Diverse Subcontractors,Vendors. and Suppliers applicable to the above project and include this form as part of the Bid_ ;Diverse Certification.Status Codes 1. Small Business(SB) 2. Small Disadvantaged Business(SDB) 3. Veteran Owned Small Business(VOSS) 4. Women-Owned Small Business{WOSB) 5. 'Federal HUBZone Small Business,(HUBZ) $. Minority Owned Business(certified MBE) 7. Lesbian Gay Bisexual Transgender Owned (certified LGBT) 8. Woman Owned(certified WBE) 9. Service-Disabled Veteran-Owned Small Business (SDVOSI3 Narne of Diversity Description of aterials or Dollar Subcontractor, Certification Status Services Prov! d Amount/ Vendor,or Supplier Code(Include All Percentage of That Apply)* Work Dollar Amount/Percentage of Work to be Completed by Non-Divers+3 ubcontractors Dollar Amount/Percenta e of Work to be Completed by Diverse Sub ontractors, Dollar Amount/Percentage of Work to be Self-Performed by Prime Total Dollar Amount If the total dollar amount or percentage of work to be completed by (Diverse Subcontractors,Vendors, or Suppliers is less than`%, please submit full written documentation identifying the Prime Contractor's efforts to obtain Diversified participation for this contract. A sample fprmat to present required good faith efforts is provided on the next page AMERICAN AIRLINES s: DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017EXHIBIT M Page t of 3 W321124�1 Good Faith Effort Documentation Efforts by Prime Contractor Person/Business Contacted: Contact Information Used: Date(s)of contact: Result of contact: PersonlBusiness Contacted.- Contact ontacted:Contact Information Used: Date(s)of contact' Result of contact: Person/Business Contacted: Contact Information Used': Date(s)of contact; Result of contact Person/Business Contacted:' Contact Information Used: Date(s)of contact: Result of contact: Media Efforts Name of Publication: Date(s)of Advertisement: Copies of Advertisements should be attached Name of Publication: Date(s)of Advertisement: Copies of Advertisements should be attached Name of Publication: Date(s)of Advertisement:> Copies of Advertisements should be attached r Name of Publication: Date(s)of Advertisement: Copies of Advertisements should be attached % AMERICAN AIRLINES R DESIGN SERVICES AGREEMENT—BURDENED STIPULATED SUM MARCH 2017 EXHIBIT M Page 2 of 3 I 1003251246 ii Exhibit M—Invoice Report'I (to be submitted with each invoice) Participation in Diversity Pro am Invoice No.: AA Contract No.: HDO2452EI AA Project Title; FIDQ-West Campus Traffic Design an L En ineering Contract Diversity Goal %: 100% *Diverse Certification Status Codes 10. Small Business (SB) 11. Small Disadvantaged Business (SDB) 12. Veteran Owned Small Business (VOSB) 13. Women-Owned Small Business (WOSB) 14. Federal HUBZone Small Business (HUBZ) 15. Minority Owned Business(certified MBE) 16. Lesbian Gay Bisexual Transgender Owned(certified LGBT) 17.Woman Owned (certified WBE) 18. Service-Disabled Veteran-Owned Small Business (SDVOSB) Name of Contractor, Diversity Description of Materials or Contract Amount Total amount Vendor,or Supplier Certification Services Provided Amount included-in invoiced to Status Code (Including this invoice date (Include All ch;nge That orders) Apply)* V 1 F k S 6 E , Total Dollar Amount Total Contract amount including change orders $ Total Diverse Contract Amount including change orders $ Percent of contract for Diverse businesses AMERICAN AIRLINES x - DESIGN SERVICES AGREEMENT-BURDENED STIPULATED SUM MARCH 2017 EXHIBIT M Page 3 of 3 . : 1003251246 �sr�fna ' o f ooar•• ao rsn..izv � � S:$li`ab`.`o,$S& . . MNM M Ism ........ N......... MIM T1.1 { j � n S.dEli UM : I1 .� +ass a fill Ui3mm 7 � o w rt � wLLa �� nrEs`vr'4� � j �j� a •''�t �� - T^-e pm ~p. �. fi - $tls OilI f i x I Hl } w iw Yr w ' - . . � •!. ct � '; .�i.w iMaa K 'i. - T , z � � I MR Dli 1311111 �s Exhibit A on file with the City Contract No. EXHIBIT A SERVICES TO BE PROVIDED BY BY PACHECO KOCH CONSULTING ENGINEERS, INC. TO AMERICAN AIRLINES, INC. The Engineer shall provide engineering services required for the preparation of plans, specifications and estimates (PS&E) and related documents, for operational improvements to SH 360 (exit ramp improvements and frontage road improvements) and Trinity Blvd (from West of Post Oak Blvd to SH 360) in Fort Worth, Tarrant County, Texas JxDOT Fort Worth District (CSJ: 2266-02-XXX). These services may include, but are not limited to, preparing roadway design, hydrologic and hydraulic design, traffic signal design, signing, pavement markings, traffic control plan, survey, geotechnical data collection, environmental clearance, structural design (retaining wails), and SUE (subsurface utility engineering). The proposed project would widen the-existing facility to improve operation. GENERAL REQUIREMENTS 1. Design Criteria: The Engineer shall prepare all work in accordance with the latest version of applicable TxDOT procedures, specifications, manuals, guidelines, standard drawings, standard specifications or previously approved special provisions and special specifications which include, but are not limited to: PS&E Preparation Manual, Roadway Design Manual, Hydraulic Design Manual, the Texas Manual on Uniform Traffic Control Devices(TMUTCD), Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges (2014), and other TxDOT approved manuals. When design criteria are not identified in TxDOT manuals, the Engineer shall notify TxDOT and refer to the American Association of State Highway and Transportation Officials (AASHTO), A Policv on Geometric Design of Highways and Street. (latest Edition). In addition, the Engineer shall follow the TxDOT District guidelines in developing the Plans, Specification, and Estimate (PS&E) package. The Engineer shall prepare each Plan, Specification, and Estimate (PS&E) package in a form suitable for letting through TxDOT`s construction contract bidding and awarding process. Design files (DGN) must be fully compatible with the latest version of MicroStation used _ by TxDOT without further modification or conversion. The Engineer shall identify, prepare exhibits and complete all necessary forms for each Design Exception and Waiver required within project limits prior to the 30% project completion submittal. The Engineer shall submit each exception and waiver to TxDOT for coordination and processing of approvals. If subsequent changes require additional exceptions, the Engineer shall notify TxDOT in writing as soon as possible after identification of each condition that may warrant a design exception or waiver. Page 1 of 56 Exhibit A Contract No. 2. Right-of-Entry (ROE) and Coordination: The Engineer shall notify TxDOT and secure permission to enter private property to perform any surveying, environmental, utility, engineering or geotechnical activities needed off TxDOT right-of-way (ROW). 'The Engineer shall notify the City of Fort Worth (City) and secure permission to enter private property to perform any surveying, environmental, utility, engineering or geotechnical activities needed off City ROW. In pursuance of the policies which TxDOT and the City have with the general public, the Engineer shall not commit acts which would result in damages to private property, and the Engineer shall make every effort to comply with the wishes and address the concerns of affected private property owners. The Engineer shall contact each property owner prior to any entry onto the owner's property, and shall request concurrence from TxDOT and/or the City (as applicable) prior to each entry. The Engineer shall notify TxDOT and the City and coordinate with adjacent engineers on all controls at project interfaces. The Engineer shall document the coordination effort, and each engineer shall provide written concurrence regarding the agreed project controls and interfaces. In the event the Engineer and the other adjacent engineers are unable to agree, the Engineer and each adjacent engineer shall meet jointly with TxDOT and/or the City (as applicable) for resolution. TxDOT and/or the City (as applicable) will have authority over the Engineer's disagreements and this decision will be final. The Engineer shall prepare each exhibit necessary for approval by each utility and other governmental or regulatory agency in compliance with the applicable format and guidelines required by each entity and as approved by TxDOT and/or the City (as applicable). The Engineer shall notify TxDOT and/or the City (as applicable) in writing prior to beginning any work on any outside agency's exhibit. 3. Project Deliverables and Submittals: Once the project goes to letting, all electronic files shall be delivered within 30 days of written request in conformance with the latt:st version of TxDOT's Document and Information Exchange. All documents and files prepared under this contract shall be considered property of TxDOT, the City, and American Airlines. Final payment is contingent upon receipt by TxDOT and the City and confirmation by TxDOT's Project Manager that the electronic files run and are formatted with TxDOT's requirements and all review comments ar:1 addressed. The Engineer shall prepare a letter of transmittal to accompany each document submittal to TxDOT. At a minimum, the letter of transmittal must include TxDOT Control-Section-Job (CSJ) number, the highway number, County, project limits, TxDOT contract number, and TxDOT work authorization number. Page 2 of 56 Exhibit A z Contract No. 4. Traffic Control: The Engineer shall provide all planning, labor, and equipment to develop and to execute each Traffic Control Plan (TCP) needed by the Engineer to perform services under each Work Authorization. The Engineer shall comply with the requirements of the most recent edition of the TMUTCD. The Engineer shall submit a copy of each TCP to TOOT for approval prior commencing any work on any TxDOT roadway. The Engineer shall provide all signs, flags, and safety equipment needed to execute the approved TCR. The Engineer shall notify TOOT and/or the City (as applicable) in writing forty-eight (48) hours in advance of executing each TCR requiring a lane closure, and shall have received written concurrence from TxDOT and/or the City (as applicable) prior to beginning the lane closure. The Engineer's field crew shall possess a copy of the approved TCP on the job site at all times and shall make the TCP available to TOOT and/or the City (as applicable) for inspection upon request. The Engineer shall assign charges for any required traffic control to the applicable function code. S. Coordination: The Engineer shall coordinate issues and communications with TxDOT's internal resource areas through TxDOT's Project Manager. TOOT will communicate the resolution of issues and provide the Engineer direction through the TxDOT Project Manager. 6. Level of Effort(LOE): For each work authorization, the Engineer shall base the level of effort at each phase on the prior work developed in earlier phases without unnecessary repetition or re-study. As directed by TOOT and/or the American Airlines (as applicable), the Engineer shall provide written justification regarding whether or not additional or repeated LOE of earlier completed work is warranted, or if additional detail will be better addressed at a later stage in the project development. 7. Quality Assurance (QA) and Quality Control (QC): The Engineer shall provide peer review at all levels. For each deliverable, the Engineer shall have evidence of their internal review and mark-up of that deliverable as preparation for submittal. A milestone submittal is not considered complete unless the required milestone documents and associated internal red- line mark-ups are submitted. The TOOT Project Manager may require the Engineer to submit the Engineer's internal mark-up (red-lines) or comments developed as part of the Engineer's quality control step. When internal mark-ups are requested by TxDOT and/or the City (as applicable) in advance, either entity may (at its sole discretion) reject the actual deliverable should the Engineer fail to provide the evidence of quality control. The Engineer shall clearly label each document submitted for QA as an internal mark-up document. Page 3 of 56 Exhibit A Contract No. The Engineer shall perform QA and QC on all deViverables, including but not limited to survey procedures, field surveys, data, and products prior to delivery to TxDOT and/or the City (as applicable). If, at any time, during the course of reviewing a submittal it becomes apparent to TOOT and/or the City (as applicable) that the submittal contains errors, omissions, or inconsistencies, the entity may cease its review and immediately return the submittal to the Engineer for appropriate action by the Engineer. A submittal returned to the Engineer for this reason is not a submittal for purposes of the submission schedule. 8. Use of TxDOT Standards: The Engineer shall identify and insert the applicable, current TxDOT Standard Details, District Standard Details, or miscellaneous details that have been approved for use in the plans. The Engineer shall sign, seal, and date each Standard and miscellaneous detail if the Standard :selected has not been adopted for use in a District. The Engineer shall obtain approval for use of these details during the early stages of design from the TxDOT Project Manager or designated TxDOT Area Engineer. In addition, these details shall be accompanied by the appropriate general notes, special specifications, special provisions, and method of payment. The Engineer shall retain the responsibility for the appropriate selection of each Standard identified for use within their design. 9. Organization of Plan Sheets: The PS&E shall be complete and organized in accordance with the latest edition of the TxDOT PS&E Preparation Manual. The PS&E package shall be suitable for the bidding and awarding of a construction contract, and in accordance with the latest TxDOT policies and procedures, and the District's PS&E Checklist. I Page 4 of 56 Exhibit A i i Contract No. 10.Limited Access to TxDOT's Design and Construction Information System (DCIS): The Engineer shall receive limited access to TxDOT's DCIS to update responsible engineer information, sign, seal and date, build specification list and develop project estimate. As shown in the table below, the Engineer shall access and update DCIS with the following function codes. UpdateDCIS Screens Required Criteria Code S01-Responsible Engineer Update Consultant Registered CONENG S03-Sealing, Signing & Dating Professional Engineer PO4-Project Estimate (PE) CO3-Build Specifications PO4-Project Estimate 1 Consultant does not have CONEST CO3-Build Specifications to be a PE + TxDOT will require the Engineer to sign the following forms: 1828, Information Security Compliance Agreement; and 1980, Request for External Access to the TxDOT Information Systems. These access rights will be revoked after the project is let. 11.Organization of Design Project Folder and Files (Electronic Project Files): The Engineer shall organize the electronic project files in accordance with the TxDOT File Management System (FMS) format. With the approval of TxDOT, the Engineer may maintain the project files in the TxDOT ProjectWise container. Page 5-of 56 Exhibit A Contract No. TASK DESCRIPTIONS AND FUNCTION CODES The Engineer shall categorize each task performed tc correspond with the Function Codes (FC) and Task Descriptions. FUNCTION CODE 102 (110)— FEASIBILITY STUDIES ROUTE AND DESIGN STUDIES 110.1. Data Collection and Field Reconnaissance: The Engineer shall collect, review and evaluate data described below. The Engineer shall notify TxDOT in writing whenever the Engineer finds disagreement with the information or documents. 1. Data, if available, from TxDOT, including "as-built plans", existing schematics, ROW maps, SUE mapping, existing cross sections, existing planimetric mapping, environmental documents, existing channel and drainage easement data, existing traffic counts, accident data, Project Management Information System (PMIS) data, identified endangered species, identified hazardous material sites, current unit bid price information, current special provisions, special specifications, and standard drawings. 2 Documents for existing and proposed development along proposed route from local municipalities and local ordinances related to project development. a Utility plans and documents from appropriate= municipalities and agencies. 4. Floodplain information and studies from the Federal Emergency Management Agency(FEMA), the United States Army Corps of Engineers (USACE), local municipalities, and other governmental agencies. 5. Conduct field reconnaissance and collect data including a photographic record of notable existing features. 6. Meet with the developers of the proposed schematic to discuss the thought process of the development of proposed improvements, obtain project history (what alternatives were considered, what options are 'off-limits'), obtain the geometric design criteria (schematic Design Summary Report (DSR), review the proposed traffic model(s) of the existing and proposed conditions, obtain preliminary construction sequencing diagrams, and what considerations were given to stakeholders. Page 6 of 56 Exhibit A `3 Contract No. k }`I Deliverables The Engineer shall provide the following: i. Photographic record of notable existing features (included with deliverables under Section 160). 110.2. Design Criteria: The Engineer shall develop the roadway design criteria based on the controlling factors specified by TxDOT (i.e.4R, 3R, 2R, or special facilities), by use of the M funding categories, design speed, functional classification, roadway class and any other set criteria as set forth in PS&EPreparafion Manual, Roadway Design Manual, Bridge Design Manual, Hydraulic Design Manual, and other deemed necessary TxDOT approved manuals. 3: The Engineer shall review and update the DSR and submit it electronically. The Engineer shall obtain written concurrence from TxDOT prior to proceeding with -g a design if any questions arise during the design process regarding the j applicability of TxDOT design criteria. The Engineer shall document in the DSR any proposed hydraulic elements where the design frequency does not meet TxDOT requirements. For each instance, the Engineer shall provide the location and the reason for the exception to the requirements (e.g., to use in >g designing off system facilities or to comply with FEMA requirements). Storm drain pipe utilizing required TxDOT design frequencies shall not be {Y designed under pressurized flow. r Deliverables: The Engineer shall provide the following: i. Updated Design Summary Report f' 110.3. Preliminary Cost Estimates: The Engineer shall develop a preliminary cost estimate using the Average Low } Bid Unit Price. The Engineer shall estimate the total project cost including preliminary engineering, final engineering, ROW acquisition, environmental compliance and mitigation, construction, and construction engineering inspection (CEI). Deliverables: The Engineer shall provide the following: i. Preliminary Cost Estimate (included with Task 160 Deliverable). 5 a Page 7 of 56 Exhibit A z Contract No. 110.4. Design Concept Conference: The Engineer, in cooperation with TxDOT, shall plan, attend, and document a Design Concept Conference (DCC) immediately after work authorization r execution. In preparation for the DCC meeting, the Engineer shall review and bring a TxDOT provided Design Summary Report, as well as complete the TxDOT provided DCC Checklist, to serve as a checklist for the minimum required design considerations. The DCC meeting will provide for a brainstorming session in which decision makers, stakeholders and technical personnel may discuss and agree on: (a) Roadway and drainage design parameters ' (b) Engineering and environmental constraints (c) Project development schedule (d) Other issues as identified by TxDOT (e) Identify any design exceptions and waitirers (f) Preliminary construction cost estimate Deliverables: The Engineer shall provide the following: i. Draft and final meeting preparation materials including agenda, sign-in sheet,and meeting materials, up to 15 hard copies and electronic PDF and r native file formats. ii. Meeting minutes including documentation of attendees, decisions, and action items, electronic PDF and native file formats. i. 110.5. Geotechnical Borings and Investigations: The Engineer shall determine the location c' proposed soil borings for ` embankment settlement analysis, retaining walls, slope stability and along storm drain alignment in accordance with the latest edition of the TxDOT Geotechnical Manual. TxDOT will review and provide comments for a boring layout submitted by the Engineer showing the general location and depths of the proposed borings. Once the Engineer receives TxDOT review comments they shall perform soil borings (field work), soil testing and prepare the boring logs in accordance with the latest edition of the TxDOT Geotechnical Manual and TxDOT District procedures and design guidelines. Borings shall be obtained for proposed retaining walls, noise walls, culverts, and roadway pavement in accordance with the TxDOT Geotechnical Manual. 1. All geotechnical work should be performed in accordance with the latest version of the TxDOT Geotechnical Manual. Boring location maximum spacing for retaining walls shall be 200' (noise walls), 400' (retaining walls less than 10' tall), with a minimum of two borings per retaining wall, regardless of length. All testing shall be performed in accordance with the ^� latest version of the TxDOT Test Procedures. American Society for x Page 8 of 56 Exhibit A Contract No. Testing Materials(ASTM)test procedures can be used only in the absence of the TOOT procedures. All soil classification should be done in accordance with the Unified Soil Classification System. Traffic control shall be performed in accordance with TxDOT TCP standard details as well as the TMUTCD. 2 The Engineer shall perform any retaining wall analyses to include the settlement analysis. This analysis must include the computation of the factor of safety for bearing capacity, global stability, overturning and sliding. In addition, the Engineer shall include allowable bearing pressure, passive earth pressure, friction factor, settlement analysis (consolidation report) and lateral earth pressure for the retaining walls. 3. The Engineer shall perform soil borings, coring for pavement removal items, piezometric readings, testing and analysis to include slope stability analysis, settlement analysis, and foundation design recommendations along storm drain alignment, retaining walls, overhead sign structures, embankments and any temporary soil retaining systems. 4. The Engineer shall provide a signed, sealed and dated geotechnical report which contains, but is not limited to, soil boring locations, boring logs, laboratory test results, generalized subsurface conditions, ground water conditions, piezometer data, analyses and recommendations for settlement and slope stability of the earthen embankments, skin friction tables and design capacity curves including skin friction and point bearing. The skin friction tables and design capacity curves must be present for piling and drilled shaft foundation. 5. The Engineer shall perform scour analysis to include Grain Size distribution curves with D50 value. 6. The Engineer shall sign, seal and date soil boring sheets to be used in the PS&E package. The preparation of soil boring sheets must be in accordance with TxDOT District standards. T Foundation Studies. The Engineer shall coordinate with TOOT to determine the location of soil borings to be drilled along the retaining wall alignments and noise wall alignments. For retaining waifs, the soil borings shall extend a minimum of 25'below the footing elevation or deeper as soil conditions warrant. Spacing of soil borings shall not exceed 200'for noise walls, and 400' for short retaining walls (less than 10' tall). The Engineer shall provide a boring layout for TOOT review and comment. Page 9 of 56 Exhibit A t Contract No. a The Engineer shall incorporate soil boring data sheets prepared, signed, i$ sealed, and dated by the Geotechnical Engineer. The soil boring sheets shall be in accordance with TxDOT WINCORE software as can be found on the TxDOT website (www.txdot.gov). R The Engineer will contact property owners regarding ROE if field operations (drilling) occurs outside of the easements and on private property. Deliverables: The Engineer shall provide the following: -: i. Draft and Final geotechnical report, .pdf and up to eight (8) bound copies. 3' ii. Soil boring layout for TxDOT review and comment, .pdf and up to eight(8) sets of 11" x 17" plan sheets. iii, Soil boring sheets (included with FC 160 milestone deliverables). i 3 I is Page 10 of 56 Exhibit A _ i 1 Contract No. FUNCTION CODE 120 (120)—SOCIA4ECON/ENVIRON STUDIES SOCIAL, ECONOMIC AND ENVIRONMENTAL STUDIES AND PUBLIC INVOLVEMENT 120.1 Environmental Permits Issues and Commitments (EPIC) Sheets: The Engineer shall complete the latest version of the EPIC sheets per '4 information provided by TxDOT. These sheets shall be signed, sealed and dated by the Engineer as indicated in signature block. The final sheets shall be submitted for TxDOT signature. Deliverables: The Engineer shall provide the following: i. EPIC sheets, .pdf and eight (8) copies (include with FC 160 60%, 95%, and 100% milestone submittals). 120.2 Environmental Reports for Categorical Exclusion (CE): The purpose of this task is to perform a detailed evaluation of the environmental effects that would occur as a result of the project and prepare the required technical reports to support the CE determination. Biological and Natural Resource Impact Assessment: The biological aspects of the project area habitat will be physically reviewed and documented to determine if the habitat is desirable or reproductively useful to the specific species. The Threatened and Endangered Species listings currently maintained by the U.S. Fish &Wildlife Service (USFWS) and the Texas Parks & Wildlife Department(TPWD)will be evaluated to determine if any of the listed species may be shown to potentially inhabit the area and will be indicated on a map. The presence of state or national parks, forest, wildlife refuges, wild or scenic rivers, natural areas, or similar preserves in the planning area will also be identified on a map. The existing project ROW will be assessed for biological indicators of presence. If marginal or suspicious habitats are encountered, a specialist on the specific study species will be consulted and included in the site impact assessment. Vegetation types within the project ROW will be characterized in accordance with the 2017 Revision of the September 2013 _ TPWD-TxDOT Memorandum of Understanding (MOU) and impacts to the vegetation types will be calculated. Following the completion of all research and site reconnaissance, TxDOT's Biological Evaluation Form and Tier I Assessment Form (and all necessary attachments) will be prepared in accordance with the TPWD-TxDOT MOU and TxDOT's online Environmental Compliance Toolkit. Waters of the U.S. Impact Assessment: - This task includes updated research and review of all hydrological elements within the project area, including MS4, impacted streams (303(d) list review), and Page 11 of 56 Exhibit A i J i 3 i- sssss Contract No. k_F i.� Clean Water Act compliance. This task is intended to identify receiving streams and regulatory coordination necessary under the proposed action. Findings will 4 be reported in a Water Resources Technical Report. If drainage outfalls and/or culvert extensions are deemed necessary as part of the project, a wetland 3 delineation may be needed (see Contingent Additional Services). _ Hazardous Materials Initial Site Assessment: A Hazardous Materials Initial Site Assessment (ISA) will be conducted to identify, to the extent feasible under the processes prescribed in ASTM E 1527-13, the potential for recognized environmental conditions; that is, the presence or likely presence of any hazardous substances or petroleum products on the property under conditions that indicate an existing release, a past release, or a material threat of a release of any hazardous substances or petroleum products into the ground, groundwater, or surface water of the property. The ISA will have three components, described as follows: (1) Records Review: Obtain and review updated records that will help identify recognized environmental conditions in connection with the property. Some records will pertain to properties within an additional approximate search distance in order to help assess the likelihood of potential problems from migrating substances. Included in the records review is a review of historical aerial color and black/white photographic enlargements for selected years. (2) Site Reconnaissance: Visually and physically inspect the propi.,rty and adjoining properties, to the extent not obstructed by bodies o`water, adjacent buildings, or other obstacles, for evidence of hazardous substances or petroleum products. t: (3) Evaluation and Report Preparation: The information gathered from the previous tasks will be evaluated, s and the findings will be presented in the ISA report that describes, at minimum, site and vicinity descriptions, current and past uses of the property and adjoining properties, information from records reviews, information from site reconnaissance and interviews, conclusions and opinions of impacts, if any, of recognized environmental conditions. Air Quality Analysis: Since the project purpose is to improve mobility via operational improvements and would not add capacity, it is anticipated that a 1"raffic Air Quality Analysis (TAQA) will not be required. Standard recommended template language per Page 12 of 56 Exhibit A ,1 Contract No. TxDOT's Air Quality SOU will be used in an Air Quality Technical Report(AQTR), if required by TxDOT. A Transportation Conformity Form may be required. Since the proposed project is anticipated to proceed as a CE, it is exempt from __ II quantitative MSAT analysis. However, a qualitative MSAT analysis may be required and the results documented in the AQTR in accordance with TxDOT's Environmental Handbook for Air Quality (May 2017); Standard Operating Procedure: Complying with MSAT Analysis Requirements (January 2017); w Standard Operating Procedure for Preparing Air Quality Statements (January 2017); Standard Operating Procedure for Complying with Conformity Requirements (October 2015); and Standard Operating Procedure for Complying with CMP Requirements (September 2015). Archeological Background Study and Historic Resources Proiect Coordination Request (PCR): The work associated with this task will be performed with TxDOT acting as the Lead Agency. The project results and recommendations will be submitted through TxDOT and the Texas Historical Commission (THC)Work will take place with reference to TxDOT standards for cultural resources assessments. Prior to initiating any fieldwork: Perform basic archival research at the THC, the Texas Archeological Research Laboratory (TARL), the General Land Office (GLO), TxDOT, the National Park Service's (NPS) online National Register Information System (NRIS), and/or other relevant archives for information on previous cultural resources investigations conducted in the vicinity of the project area and previously recorded archeological sites and historic properties within and in the vicinity of the project area. Desktop archival studies will examine a 1.0-mile radius surrounding the project area. • Review the abovementioned archives; historic, geological, and soil maps; and aerial surveys and photographs prior to initiating fieldwork to evaluate the potential for encountering significant cultural resources within the project area. • Prepare an archeological and historical resources background study following the guidance of TxDOT's Standards of Uniformity for Technical — Reports—Review Standards for Archeological Background Studies. • Coordinate with TxDOT district-level personnel to define historical, archeological, and project-specific planning and ROW acquisition information required to meet current TxDOT Environmental Affairs Division (ENV) protocols for NHPA and Antiquities Code of Texas compliance, Page 13 of 56 Exhibit A Contract No. Note: If TxDOT determines that an onsite cultural .resources survey of the project area is not warranted based on its review of the background study, no further cultural resources investigations would be required and the scope of services for this project would be considered complete. Wetland Delineation USACE Verification &Section 404 Clean Water Act Nationwide Permit (NWP): If it appears that any outfalls are required to be placed within jurisdictional waters, or culverts may be extended, a NWP may be required, Whether or not preconstruction notification (PCN) to the U.S. Army Corps of Engineers (USACE) is required will depend on whether impacts (fill)would occur below the ordinary highwater mark (OHWM) of the stream and/or whether special aquatic sites (e.g., wetlands)would be impacted. Wetland Delineation: This task includes inspecting the property under the field procedures I outlined in,theCorps of Engineers Wetland Delineation Manual— ' ' Technical Report Y-87-1 (V.2) and the Great Plains Regional Supplement of 2010. The proposed project will be reviewed for any impacts to waters of the U.S., including wetlands. Samples of vegetation, soils, and hydrology indicators will be taken at each change in topography or vegetation. Vegetation samples will be evaluated and recorded at each sample area. Upland vegetation will be verified, for it is as significant as wetland vegetation in the determination process, This task includes delineation of the ordinary highwater mark at proposed crossings of the waters of the U.S. Inspection of the property for evidence or lack of wetland hydrology will be performed at each sample area. Soil samples will be evaluated at each test site for their hydric and non-hydric characteristics. Non-hydric soils verify upland status and are as significant as hydric soils in the determination process As many as 10+sample sites, evaluating vegetation, soil, and hydrology criteria, may be necessary. Upon completion of the site reconnaissancE, data translation, and map preparation, the findings of the delineation will be presented in a Wetland Delineation Report. Jurisdictional Determination (Verification): If requested by TOOT, a verification packet will be prepared and given to the client and submitted to the USACE if ve•ification and/or permitting is required. The packet will include site findings, copiers of historical information reviewed, such as U.S. Geological Survey (tJSGS) topographical maps, Natural Resources Conservation Service (NR,CS) soil survey maps, aerial Page 14 of 56 Exhibit A Contract No. photographs, site photographs, USAGE routine data sheets, and a wetland delineation map. Nationwide Permit: Scope of work for the preparation of a Clean Water Act Section 404 Permit and submission to the USAGE will follow the criteria set forth in 33 CFR 330 (Nationwide). A conceptual development plan including profiles must be provided by the client or the client's consulting engineer. These plans will be used to create the required permit submittal drawings in the USAGE's preferred format. The USAGE may request an alternatives analysis and best management practice which shall be provided to the design team. Deliverables: The Engineer shall provide the following: L Draft and final environmental report, including supporting documentation. 120.3 Cut and Fill Exhibits: If the information is available, the Engineer shall prepare cut and fill exhibits for delineated wetland. Page 15 of 56 Exhibit A Contract No. FUNCTION CODE 130 (130)—RIGHT-OF-WAY DATA RIGHT-OF-WAY DATA All standards, procedures and equipment used by the Enclineer's Surveyor shall be such that the results of the survey will be in accordance with Board Rule 663.15, as promulgated by the Texas Board of Professional Land Surveyors. 130.1. Right-of-Way Map: The Engineer shall confirm the existing ROW within the project limits from the current project control monuments and at the request that TxDOT prepare a ROW layout map for the project. The Engineer shall review and evaluate the proposed or existing right-of-way map to verify that all construction staging and alignment considerations have been taken into account. The Engineer shall make: every effort to prevent detours and Utility relocations from extending beyond the proposed ROW lines. The Engineer shall notify TxDOT in writing if it is necessary to obtain additional construction easements or ROE and shall provide justification for such action. The Engineer shall be responsible for identifying and delineating any temporary construction easements in areas outside TxDOT or City ROW. TxDOT and/or the*City (as applicable) shall secure the necessary legal instruments. Deliverables, The Engineer shall provide the following: i. ROW layout map, if requested by TxDOT. ii. Up to 40 exhibits showing temporary construction easements and driveway licenses outside of TxDOT and/or City ROW(as applicable)to be used by TxDOT to secure the necessary legal instruments. 130.2.Access Management: The Engineer shall coordinate and evaluate acces:;s management within the project limits in accordance with the latest TxDOT Access Management Manual r or as directed by TxDOT. I I Page 16 of 56 Exhibit A i - I I Contract No. i 130.3.Utility Coordination: 1. Utility Base Map: The Engineer shall maintain a Utility Base Map in the latest version of MicroStation used by TxDOT. This layout shall include all existing utilities which are to remain in place, will be abandoned, or will be adjusted. The utility line styles are to reflect the Subsurface Utility Engineering (SUE) 7 plans. The Engineer shall utilize the layout of existing utilities as prepared, if available, and make a determination of the following: a. Facilities in conflict with the proposed project that are to be relocated. b. Facilities to be abandoned in place. :I c. Facilities to remain in service and in place as a result of roadway design adjustments and meeting the current Utility Accommodation Rules (UAR). 2. Utility Conflict Analysis: The Engineer shall develop, maintain and update a utility conflict matrix in a format provided by TxDOT. This matrix shall be prepared at project initiation and updated prior to every milestone submittal, or as requested by TxDOT. Each utility conflict shall be documented by location of conflict (station and offset), utility company name (including owner contact information), type of facility, nature of conflict, potential relocation resolution and expected clearance date. This document shall be provided to the project team and utility companies at each milestone for use in providing updates and resolutions as necessary. 3. Support Area Office Utility Coordination: The Engineer shall support the TxDOT Area Office in Utility Coordination including preparation of exhibits, preparation for and attendance during coordination meetings, and general coordination as applicable. Deliverables: The Engineer shall provide the following: i. Utility Base Map (to be included with FC 160 milestone submittals beginning at 60%). ii. Utility Conflict List (to be included with FC 160 milestone submittals beginning at 60%). iii. Engineer's internal QA/QC set(to be included with FC 160 milestone submittals). I Page 17 of 56 Exhibit A L Contract No. FUNCTION CODE 145 (145, 164) MANAGING CONTRACTED/DONATED PE PROJECT MANAGEMENT AND ADMINISTRATION 145.1. Project Management and Coordination: The Engineer, in association with the TOOT Project Manager shall be responsible for managing, directing, and coordinating all activities associated with the project to comply with TOOT policies and procedures, and to deliver that work on time. The Engineer's Project Manager shall be accountable for applying and ensuring appropriate quality control processes, procedures, and conformance is occurring across the team to ensire the highest quality products are delivered to TxDOT at every stage of preliminary, draft, and final product. The Engineer shall: 1. Conduct coordination meetings as needed with TxDOT to review project status. 2. Schedule project meetings, assist TxDOT in preparing correspondence with internal and external parties, organize and maintain project file and technical support data file. 3. Manage, oversee and coordinate all subconsultant efforts. This includes but is not limited to: monitoring subconsultant activities (staff and schedule), and review and recommendation of approval of subconsultant invoices. Subconsultant progress reports and Invoices shall be incorporated into the Engineer invoice. 4. Conduct up to 6 additional formal meetings, at the request of TOOT, to coordinate various aspects of the project. 5. Distribute meeting minutes including documentation of attendees, decisions, and action items within five (5)working days of each meeting. 6. Project File —Assemble and maintain all records and files related to the project throughout the duration of the project (electronic and hard copy). The project files and complete indexes shall be delivered to TOOT at project closeout or as directed by TxDOT. Page 18 of 56 Exhibit A Contract No. Deliverables: The Engineer shall provide the following: i. Project meeting documentation and correspondence, filed by date, electronic PDF and native file formats. H. Project files with index to be delivered at the termination of the work authorization, electronic PDF and native file formats. iii. Draft and final meeting preparation materials including agenda, sign-in sheet, and meeting materials, up to 15 hard copies and electronic PDF and native file formats. iv. Meeting minutes including documentation of attendees, decisions, and action items for DCC and other coordination meetings, electronic PDF and native file formats. 145.2. Progress Reports: The Engineer shall prepare and submit a monthly written progress report in electronic format to American Airlines when work was performed regardless of whether the Engineer submits an invoice for that month. The Engineer's monthly written progress report shall describe: the progress reporting period; progress summary (including completed activities or deliverables during the current invoice period, progress of ongoing activities or deliverables with percent complete, and progress completed after the reporting period but not yet invoiced); future progress expected (activities and deliverables anticipated within at least one (1) month of the reporting period); problems encountered or anticipated and actions taken to remedy them; list of meetings attended; and schedule status (to indicate whether the work is on schedule for timely delivery). The Engineer shall submit a progress report to American Airlines within fifteen (15) days after the end of the previous invoice period, Deliverables: The Engineer shall provide the following: i, Progress Reports, covering invoicing period, filed by end-of-period date. Page 19 of 56 Exhibit A r i i Contract No. t 145.3. Schedules: r The Engineer shall prepare,a detailed graphic Prcect Schedule utilizing Microsoft Project or Primavera (P6) indicating activities, critical dates, milestones, deliverables, and TxDOT review requ •ements. I The Project Schedule and accompanying work plan shall be based upon guidance provided by TxDOT and shall: (a) Depict the order of the various tasks, milestones, and deliverables using a clearly defined work breakdown structure, (b) Indicate the primary functional area, including but not limited to design, environmental, public involvement, ROW/utility, and general administration per TxDOT requirements, (c) Indicate when another party is responsible for completion of an activity such as review by TxDOT. The Engineer shall review and provide comm(mts on its elements of the schedule when requested to do so by TxDOT. The Engineer shall provide monthly schedule updates (electronic and hard cci_,y)for review by TxDQT. The Engineer shall maintain the Project Schedule frc:in Notice to Proceed (NTP) through project completion. Deliverables: The Engineer shall provide the following: L Initial Project Schedule ii. Monthly Project Schedule updates, filed by date 145.4 Invoices: The Engineer shall invoice according to Function Code breakdowns shown in this scope document. The Engineer shall submit each invoice no later than 30 days after the end of the reporting period in a format acceptable to American Airlines. Deliverables: The Engineer shall provide the following: L Project invoices and progress report, filed by invoice number and end-of- period date. Page 20 of 56 Exhibit A n 6 t Contract No. FUNCTION CODE 160 (150)—ROADWAY DESIGN DESIGN SURVEYS Design Surveys include performance of surveys associated with the gathering of survey data for topography, cross-sections, and other related work in order to design a roadway improvement project. Definitions: A design survey is defined as the combined performance of research, field work, analysis, computation, and documentation necessary to provide detailed topographic, three-dimensional (3D)mapping of a project site. A design survey may include, but need not be limited to locating existing ROW, cross-sections or data to create cross- sections and Digital Terrain Models (DTM), horizontal and vertical location of utilities and improvements, detailing of bridges and other structures, review of ROW maps, and establishing control points. Technical Requirements: 1. Design surveys must be performed under the supervision of a Registered Professional Land Surveyor (RPLS) currently registered with the Texas Board of Professional Land Surveyors (TBPLS). 2. Horizontal ground control used for design surveys furnished to the Engineer's Surveyor by TxDOT or based on acceptable methods conducted by the Engineer's Surveyor, must meet the standards of accuracy required by TxDOT. Reference may be made to standards of accuracy for horizontal control traverses, as described in the TxDOT Survey Manual, latest edition, or the Texas Society of Professional Surveyors (TSPS) Manual of Practice for Land Surveying in the State of Texas, as may be applicable. 3. Vertical ground control used for design surveys furnished to the Engineer's Surveyor by TxDOT or based on acceptable methods conducted by the Engineer's Surveyor, must meet the standards of accuracy required by TxDOT. Reference may be made to standards of accuracy for vertical control traverses, as described in the TxDOT Survey Manual, latest edition, or the TSPS Manual of Practice for Land Surveying in the State of Texas, as may be applicable. Page 21 of 56 Exhibit A Contract No. 4, Side shots or short traverse procedures used to determine horizontal and vertical locations must meet the following criteria: a. Side shots or short traverses must begin and e-id on horizontal and vertical ground control as described above. b. Standards, procedures, and equipment (may include but is not limited to GPS Equipment, LiDAR,Total Stations)used must be such that horizontal locations relative to the control may be reported within the following limits: 1) Bridges and other roadway structures: less than 0.1 of one (1) foot. 2) Utilities and improvements: less than 0.2 of one (1) foot. 3) Cross-sections and profiles: less than 1 foct. 4) Bore holes: less than 3 feet. c. Standards, procedures, and equipment(may include but is not limited to GPS Equipment, LiDAR, Total Stations) used must be such that vertical locations relative to the control may be reported within the following limits: 1) Bridges and other roadway structures: less than 0.02 of one (1)foot. 2) Utilities and improvements: less than 0.1 of one (1) foot. 3) Cross-sections and profiles: less than 0.2 of one (1) foot. 4) Bore holes: less than 0.5 of one (1)foot. i Automation Requirements: 1. Planimetric design files (DGN) must be ful y compatible with TOOT MicroStation V8i graphics program without further modification or conversion. 2. Electronically collected and processed field survey data files must be fully compatible with TxDOT computer systems without further modification or conversion. Ail files must incorporate only those feature codes currently being used by TxDOT. 3. Digital Terrain Models (DTM) must be fully compatible with TOOT GEOPAK ,r system without further modification or conversion, All DTM must be fully edited and rectified to provide a complete digital terrain model with all necessary break lines. I I k Page 22 of 56 Exhibit A i Contract No. , { 150.1. Design Surveys: TxDOT and/or the Engineer will request design surveys which are anticipated to consist of: L Aerial Mapping Aerial Mapping involves the collection and reduction of aerial survey data, and preparation of site maps and topographic maps. 1. PURPOSE The purpose of aerial mapping is to provide planimetric digital mapping (DGN) and Digital Terrain Model (DTM) in support of roadway design, 2. DEFINITIONS For purposes of this Contract, the following definitions shall apply: a. Aerial Photograph —A vertical photograph taken from an aircraft at an altitude above mean terrain elevation to produce a photo scale of 1:3,000 b. Analytical triangulation — The process of expanding a skeletal network of ground control points to provide the dense control network to reference each individual photogrammetric stereo model to the actual ground. c. Ground control—Ground control targets sufficient in number and geospatial distribution to allow analytical triangulation and mapping to meet American Society for Photogrammetry and Remote Sensing (ASPRS) Class standard for V =40' scale map accuracy with a one-foot contour interval. d. Airborne GPS/IMU — An airborne GPS receiver on-board the aircraft recording GPS data to be included in the analytical triangulation with the purpose of reducing the number of ground control points required for an aerial mapping task. Inertial Measurement Unit (IMU) data to supplement the analytical triangulation is optional and its use is at the discretion of the Certified Photogrammetrist. e. DGN — A two or three-dimensional graphics file produced by MicroStation VSi. These files may contain features and improvements plotted in a horizontal plane along the N and E axes which correspond to Texas State Plane Coordinates. These files may contain 2D or 3D elements representing topographic, existing, proposed, schematic, and general layout features. Page 23 of 56 Exhibit A Contract No. f. Digital terrain Model(DTM)—A three-dimensional digital model of the ground containing those features necessary to define surface relief. A three-dimensional model does not normally contain those planimetric features not necessary to define relief. g. Flight Map—A map depicting the fl ght line layout over the project area. h. Horizontal and Vertical Ground Control — Survey control points for which the N and E coordinate and elevation have been determined by on-the-ground surveys. i. Low Altitude Photography—Aerial photography with a film photo scale of 1:3000 or a digital image with a ground pixel size of 5 cm or less. j, Medium Altitude Photography — Aerial photography with a film photo scale of 1:12,000 or a digital image with ground pixel size of 20 cm. k. Planimetric Map — A two-dimensional map containing natural ground features and improvements plotted in a horizontal plane along the N and E axes. A planimetric map does not include relief elements such as spot elevations, cross-sections, or contours. 1. Project Photo Length—The distance over which photographs are required to be taken. ii. Existing Channel Surveys The Engineer's Surveyor shall survey channel cross sections which will be taken at upstream and downstream culvert faces, at apparent upstream and downstream ROW, and at approximately 100-ft intervals and extend to approximately 500-ft upstream and downstream from existing/proposed ROW (as applicable) and/or existing/proposed drainage easements (as applicable). ROE will be required for this task (research public records to identify current owner, prepare and mail Certified Letter, Return Receipt Requested, and monitor responses). The Engineer's Surveyor shall coordinate with TxDOT to prepare a comprehensive letter for this service only. Page 24 of 56 Exhibit A Contract No. The Engineer's Surveyor shall perform tasks including, but not limited to the following: a. Establish additional and verify existing control points. Horizontal and Vertical control ties must be made and tabulated, to existing TxDOT control located in TxDOT ROW. b. Review ROW maps. C. Locate boreholes. d. Update existing control data and prepare survey control data sheets, as directed by TxDOT for inclusion into a design plan set. 150.2 Survey Control Index Sheets: The Engineer's Surveyor shall also prepare a Survey Control Index Sheet and a Horizontal and Vertical Control Sheet(s), signed, sealed and dated by the professional engineer in direct responsible charge of the surveying and the responsible RPLS for insertion into the plan set. The Survey Control Index Sheet shows an overall view of the project control and the relationship or primary monumentation and control used in the preparation of the project; whereas, the Horizontal and Vertical Control sheet(s) identifies the primary survey control and the survey control monumentation used in the preparation of the project. Both the Survey Control Index Sheet and the Horizontal and Vertical Control Sheet(s) must be used in conjunction with each other as a set. TxDOT forms for these sheets can be downloaded from the TxDOT website, a, The following information shall be shown on the Survey Control Index Sheet. 1) Overall view of the project and primary control monuments set for control of the project 2) Identification of the control point 3) Baseline or centerline 4) Graphic (Bar) Scale 5) North Arrow 6) Placement of note "The survey control information has been accepted and incorporated into this PS&F which shall be signed, sealed and dated by a Texas Professional Engineer employed by TxDOT 7) RPLS signature, seal, and date 8) TxDOT title block containing District Name, County, Highway, and CSJ Page 25 of 56 Exhibit A Contract No. b. The following information shall be shown on all Horizontal and Vertical Control Sheets: 1) Location for each control point, showing baseline or centerline alignment and North arrow 2) Station and offset (with respect to the baseline or centerline alignments) of each identified control point 3) Basis of Datum for horizontal contrcI (base control monument/benchmark name, number, datum) 4) Basis of Datum for the vertical control (base control monument, benchmark name, number, datum) ! 5) Date of current adjustment of the datum 6) Monumentation set for Control (Description, District name/number and Location ties) 7) Surface Adjustment Factor and unit of measurement. 8) Coordinates (State Plan Coordinates [SPCJ Zone and surface or grid) 9) Relevant metadata 10) Graphic (Bar) Scale 11) Placement of note "The survey control information has been accepted and incorporated into this PS&E" which shall be signed, sealed and dated by a "'exas Professional Engineer employed by TxDOT 12) RPLS signature, seal and date 13) TOOT title block containing District Name, County, Highway, and CSJ Deliverables: The Engineer shall provide the following: i. Digital Terrain Models (DTM) and the Triangular Irregular Network (TIN) files in a format acceptable by TxDOT. ii. Maps, plans, or sketches prepared by the Engineer's Surveyor showing the results of field surveys. iii. Computer printouts or other tabulations summarizing the results of field surveys. iv. Digital files or media acceptable by TOOT containing field survey data (ASCII Data files). V. Maps, plats, plans,sketches, or other documents acquired from utility companies, private corporations, or other public agencies, the contents of which are relevant to the survey. vi. Field survey notes, as electronic and hard copies. Page 26 of 56 Exhibit A Contract No. vii. A Survey Control Index Sheet and a Horizontal and Vertical Control Sheet(s), signed, sealed and dated by the professional engineer in direct responsible charge of the surveying and the responsible RPLS for insertion into the plan set. viii. A digital and hard copy of all computer printouts of horizontal and vertical conventional traverses, GPS analysis and results,and survey control data sheets. ix. All GEOPAK GPK files and/or OpenRoads GEOPAK files. x. Project digital pictures (delivered in .jpg format). A. 3D & two-dimensional (21D) Topo (.dgn) processed files in MicroStation (latest version), with all chains and points. Include within the drawing file: Company name, address, telephone number, surveyor's name, date(s) of survey and survey datum information. xii. Executed ROE forms, if applicable. xiii. Survey reports in a format requested by TxDOT. Page 27 of 56 Exhibit A Contract No. FUNCTION CODE 160 (160)— ROADWAY DESIGN 3 ( ROADWAY DESIGN CONTROLS 1 3 160.1. Design Exceptions,Waivers, and Variances: The Engineer shall identify, prepare exhibits, and complete all necessary forms for each design exception, waiver, and variance required within project limits not addressed during the Schematic Phase or as a result of design revisions during the PS&E process prior to the 30% milestone submittal. The Engineer shall submit each exception, waiver, and variance to TxDOT for coordination and processing of approvals. If subsequent changes require additional exceptions, the Engineer shall notify TxDOT in writing as soon as possible after identification of each condition that may warrant a design exception,waiver or variance. The Engineer shall inform TxDOT of changes made from previous initial meetings regarding each exception, waiver, and variance that may affect the design. The Requests shall conform to the requirements of current versions of the TxDOT PS&E Preparation Manual, TxDOT Roadway Design Manual and District Standards, Deliverables: The Engineer shall provide the following: i. Exhibits and forms for each design, exception, waiver, and variance required for the project and not previously approved. 160.2.Geometric Design: The Engineer shall design the preliminary horizontal and vertical geometrics in English units for ramps, frontage roads, and cross streets. Design must be coordinated with TxDOT, the City, and adjacent En. lineers. TxDOT must approve the preliminary design prior to the Enginee, proceeding to the 30% milestone submittal. 160.3. Roadway Design: The Engineer shall use Bentley's design technolo+g,/ in the design and preparation of the roadway plan sheets. The Engineer shall provide roadway plan and profile drawings using CADD standards as required by TxDOT. The drawings shall consist of a planimetric file of existing features and files of the proposed improvements. The roadway base map shall contain line work that depicts existing surface features obtained from the schematic drawing. Existing major subsurface and surface utilities shall be shown. Existing and proposed ROW lines shall be shown. Pian and Profile shall be shown on separate or same sheets (this depends upon width of pavement)for main lanes. Page 28 of 56 Exhibit A Contract No. 1. The plan view shall contain the following design elements: a. Roadway baselines for ramps, frontage roads, and cross streets as applicable. Horizontal control points shall be shown. The alignments shall be calculated using Bentley GEOPAK and/or OpenRoads (as applicable), b. Pavement edges for all improvements (ramps, frontage roads, cross streets, and driveways, if applicable). c. Lane and pavement width dimensions. d. Proposed structure locations, lengths and widths. e. Direction of traffic flow on all roadways, Lane lines and arrows indicating the number of lanes shall also be shown. f. Drawing scale shall be 1"=100' g. Control of access line, ROW lines and easements. h. Begin/end superelevation transitions and cross slope changes. i. Limits of rip rap, block sod, and seeding. j. Existing utilities and structures. k. Benchmark information. 1. Radii call outs, curb location, Concrete Traffic Barrier(CTB), guard fence, crash safety items and American with Disabilities Act Accessibility Guidelines (ADAAG) compliance items. 2. The profile view shall contain the following design elements: a. Existing and proposed profiles along the proposed centerline of the mainlanes. b. WSELs at major stream crossing for design and 100-year storms. c. Calculated vertical clearances at grade separations and overpasses, taking into account the appropriate superelevation rate, superstructure depth and required clearance. d. The location of interchanges, mainlanes,grade separations and ramps (shall include cross sections of any proposed or existing roadway, structure, or utility crossing), e. Drawing vertical scale to be 1"=10'. Deliverables: The Engineer shall provide the following: L Roadway plan and profile design drawings (submitted with FC 160 milestone deliverables). 160.4.Typical Sections: Typical sections shall be required for all proposed and existing roadways and structures. Typical sections shall include width of travel lanes, shoulders, outer separations, border widths, curb offsets, and ROW, The typical section shall also include Profile Grade Line (PGL), centerline, pavement design, longitudinal points, side slopes, sodding/seeding limits, concrete traffic barriers and sidewalks, station limits, common proposed and existing structures including retaining walls, Page 29 of 56 Exhibit A Contract No. existing pavement removal, riprap, limits of embankment and excavation, and other relevant details. Deliverables: The Engineer shall provide the following: L Typical section design drawings (submitted with FC 160 milestone deliverables). 160.5. Roadway Design: The Engineer shall provide the design of all roadway widening. The design shall be consistent with the preliminary design and the current TOOT Roadway Desiqn Manual. Deliverables: The Engineer shall provide the following: L Roadway design drawings (submitted with FC 1610 milestone deliverables). 160.6.Cross Streets: The Engineer shall provide an intersection layout detailing the pavement design and drainage design at the intersection of each crass street and side street. The layout shall include the horizontal and vertical alignments, curb returns, geometrics, transition length, stationing, pavement, drainage details, and American with Disabilities Act Accessibility Guidelines (ADAAG) compliance items. The Engineer shall design for full pavement:width, widening, overlay, or any combination thereof, and provide a transition to the existing roadway. Deliverables: The Engineer shall provide the following: L Cross street and side street design drawings (subr,iitted with FC 160 milestone deliverables). Page 30 of 56 Exhibit A Contract No. 160.7.Cut and Fill Quantities: The Engineer shall develop an earthwork analysis to determine cut and fill quantities and provide final design cross sections at 100-foot intervals. Cross sections must be delivered in standard GEOPAK format on 11" x 17" sheets or roll plots and electronic files. The Engineer shall provide all template and preference files used to generate the design cross sections. Cross sections and quantities must include existing pavement removals. Annotation shall include at a minimum existing and proposed ROW, cross slopes, offset and elevation callouts of key points, side slopes (front& back), and profiles (centerline or baseline PGL locations). Deliverables: The Engineer shall provide the following: L Design cross sections (submitted with FC 160 milestone deliverables). 160.8.Plan Preparation: The Engineer shall prepare roadway plans, profiles and typical sections for the proposed improvements as described in other portions of this document. 160.9. Pavement Design: The Engineer shall incorporate the pavement design developed by the Engineer's geotechnical sub for this project. 160.10. Pedestrian and Bicycle Facilities: The Engineer shall coordinate with TxDOT, the City of Fort Worth and/or the American Airlines to incorporate pedestrian and bicycle facilities as required or shown on the project's schematic. All pedestrian/bicycle facilities must be designed in accordance with the latest Americans with Disabilities Act Accessibility Guidelines (ADAAG), the Texas Accessibility Standards (TAS), and the AASHTO Guide for the Development of Bicycle Facilities. 160.11. Driveway Details: The Engineer shall provide details for each driveway connection within the project limits, The details must include the horizontal and vertical geometrics, curb returns, stationing, pavement, and American with Disabilities Act Accessibility Guidelines (ADAAG) compliance items. The Engineer shall design the driveway connections to tie into the existing facilities. i_ Deliverables: The Engineer shall provide the following: L Driveway detail design drawings (submitted with FC 160 milestone deliverables). Page 31 of 56 Exhibit A I Contract No, 160.12. Removal Sheets: The Engineer shall provide sheets noting all i_.,xisting improvements to be removed within the project limits to the extent practicable. Removal items will not be included in the construction cost estimate individually, but rather will be incorporated into Item 100"Prep ROW."With the exception of any major, unique or uncommon items, as determined by the Engineer and approved by TxDOT. Deliverables: The Engineer shall provide the following: I. Removal drawings (submitted with FC 160 milestone deliverables) 160.13. Miscellaneous Sheets: The Engineer shall prepare the following RoadwF y Design plan sheets: 1. Title and Index of Sheets 2 Earthwork Quantity Tables 3. Project Layout Sheets 4. Roadway Detail Sheets 5. Miscellaneous Roadway Detail Sheets 6. Driveway and Side Street Detail Sheets 7. Horizontal Alignment Data Sheets and Miscellaneous Curve Data Sheets Deliverables: The Engineer shall provide the following: i. Miscellaneous roadway design sheets provided abi:1ve (submitted with FC 160 milestone deliverables). Page 32 of 56 Exhibit A Contract No. FUNCTION CODE 160 (1611— ROADWAY DESIGN DRAINAGE 161.1. Storm Drains: The Engineer shall provide the following services: 1. Design and analyze storm drains using software as approved by TxDOT. 2. Size inlets, laterals, trunk line and outfall. Develop designs that minimize the interference with the passage of traffic or incur damage to the highway and local property in accordance with TxDOT Hydraulic Design Manual; District criteria and any specific guidance provided by TOOT, Storm drain design software shall be selected as directed by TxDOT, 3. Determine hydraulic grade line (HGL) starting at the outfall channel for each storm drain design. Use the design Water Surface Elevation (WSEL)-of the outfall as the starting basis (tailwater) for the design of the proposed storm sewer system. 4. Calculate manhole head losses. Compute manhole head losses as per FHWA's Hydraulic Engineering Circular-22 (HEC-22). 5. Limit discharge into existing storm drains and existing outfalls to the capacity of the existing system, which will be determined by the Engineer. Evaluate alternate flow routes or detention, if necessary, to relieve system overload. Determine the amount of the total detention storage to control storm drain runoff for the design frequency based on hydrograph routing for the full range of frequencies (50%, 20% 10%, 4%, 2%, 1%, and 0.2% AEP), as well as a rough estimate of the available on-site volume. When oversized storm drains are used for detention, the Engineer shall evaluate the HGL throughout the whole system, within project limits, for the design frequency or frequencies. The Engineer shall coordinate with TOOT for any proposed changes to the detention systems. TOOT will assess the effects of such changes on the comprehensive drainage studies. 6. Identify areas requiring trench protection, excavation, shoring, and de-watering. 161.2. Cross-Drainage Structures: y The Engineer shall provide the following services: I 1. Determine drainage areas and Flows for cross culvert drainage systems. 2. Verify the sizing of the drainage crossings, including extending crossings. Develop designs that minimize the interference with the passage of traffic or Page 33 of 56 Exhibit A i, i P Contract No. cause damage to the highway and local property in accordance with TxDOT — Hydraulic Design Manual, District criteria and any:specific guidance provided by TxDOT. Cross drainage design shall be performed using HY-8 or HEC-RAS. - 3. Bridge-Class Culverts i The Engineer shall develop design details that minirnize the interference with the passage of traffic or incur damage to the highway and local property. The Engineer shall design all conventional storm drainage and cross drainage in conformance with the latest edition of TOOT HydrG ulic Design Manual, Districts' criteria, and any specific guidance provided by TxD(:)T. The Engineer shall perform the following: a. Prepare culvert plan and profile sheets for all proposed bridge-class cross drainage structures (1:20 H, 1:5 V) b. Select standard details from TOOT or District's list of standards c. Prepare drainage facility quantity summaries d. Identify potential utility conflicts and design around them, wherever possible. Accommodate with standard details. Non-standard designs and/or modified standards to be addressed through supplemental. e. Evaluate temporary, drainage and/or construction easements 161.3. Temporary Drainage Facilities: The Engineer shall develop plans for all temporary (:lrainage facilities necessary to allow staged construction of the project and to conform with the phasing of adjacent construction projects without significant impact to the hydraulic capacity of the area. Drainage area maps are not required f=)r temporary drainage. Deliverables: The Engineer shall provide the following: I. Draft Analysis. (include with 30% milestone deliverable under FC 160) ii. Final Analysis. (include with 60% milestone deliverable under FC 160) 161.4. Floodplain Cut and Fill: Using water surface elevation profiles determined ty the comprehensive drainage study, the Engineer shall calculate proposed cut and fill volumes below the 100-year flood elevation. Page 34 of 56 Exhibit A Contract No. 161.5. Plans, Specifications and Estimates (PS&E) Development for Hydraulics: The Engineer shall provide the following services: 1. Prepare the PS&E package in accordance with the applicable requirements of TxDOT specifications, standards, and manuals, including the PS&E Preparation Manual. Include the following sheets and documents, as appropriate: a. Hydrologic Data Sheets b. Hydraulic Data Sheets c. Culvert Layout Sheets d. Storm Drain Plan/Profile Sheets e. Roadway Plan & Profile Sheets including profile grade line of parallel ditches, if applicable f. All other relevant sheets 2. Prepare culvert cross sections and identify each cross section's station location. 3. Identify areas requiring trench protection, excavation, shoring and de- watering. 4. Prepare drainage area maps. 5. Prepare plan and profile sheets for storm drain systems and outfall ditches. 6. Select any necessary standard details from TOOT or District's list of standards for items such as inlets, manholes,junction boxes and end treatments. 7. Prepare details for non-standard inlets, manholes and junction boxes. 8. Prepare drainage details for outlet protection, outlet structures and utility accommodation structures. 9. Identify pipe strength requirements. 10.Prepare drainage facility quantity summaries. 11.Identify potential utility conflicts and, if feasible, design to mitigate or avoid those identified conflicts. 12.Consider pedestrian facilities, utility impacts, driveway grades, retaining wall and concrete traffic barrier drainage impacts. Page 35 of 56 Exhibit A Contract No. i 13.Identify existing and proposed ground elevation profiles at the ROW lines on storm sewer plan and profile sheets. 14.Prepare Hydraulic Data Sheets for any cross-drainage structures at the I �.. outfall channel and indicate site location (e,g., station and name of creek ; or bayou), if applicable. 15.Develop layouts for the following: a. Subsurface drainage at retaining walls. b. Outfall channels within existing ROW. c. Detention ponds, associated outlet structures, and details, if applicable. If information is not available at the time of initial scoping, this work shall be considered as additional work. Deliverables: The Engineer shall provide the following: I. Drainage PS&E plans sheets (included with FC 160 milestone deliverables). ii. Electronic copy of drainage models. A preliminary set of models should be submitted at the 60% and 95% milestones prior to ilie final 100% submittals. iii. Electronic copy of Drainage Report. A preliminary ?eport should be submitted at the 60% and 95% milestones prior to the final 1001/'o submittals. Page 36 of 56 Exhibit A i Contract No. FUNCTION CODE 160 162 —ROADWAY DESIGN I SIGNING, PAVEMENT MARKINGS, DELINEATION AND SIGNALIZATION i (PERMANENT) 162.1,Signing: The Engineer shall prepare drawings, specifications and details for all signs. The Engineer shall coordinate with TxDOT (and other Engineers as required)for overall temporary, interim and final signing strategies and.placement of signs outside contract limits. The Engineer shall select each foundation from TxDOT Standards. The Engineer shall prepare signing plans including: 1. Sign layouts, including the following information: a. Roadway layout. b. Center line with station numbering. c. Culverts and other structures that present a hazard to traffic. d. Location of utilities. e. Existing signs to remain, to be removed, to be relocated or replaced. f. Proposed signs (illustrated, numbered and size). g. Illustrate and number the proposed signs on plan sheets. h. The location of interchanges, mainlanes, grade separations, frontage roads and ramps, as applicable. i. The number of lanes in each section of proposed roadway and the location of changes in numbers of lanes. j. ROW limits. k. Direction of traffic flow on all roadways. 2. Small Sign Details: Prepare any and all details necessary for design and fabrication for small signs to TxDOT standards, Use SignCAD to show dimensions, lettering, shields, borders, corner radii, and other details, 3. Summary of Sign Quantities: Compute quantities and summarize in the plans and prepare a bid item list and estimated prices for all Signing. 4. Small Sign Summary: Determine the mounting requirements for each sign or sign cluster based on TxDOT standards. List all the signs on the TxDOT standard summary sheets together with totals for each mount type. 5. Small Sign Inventory: Use GPS data collection to collect all existing small signs on main lanes, frontage roads and crossing streets and create a signage inventory in both Google Earth (.kmz) and GIS formats with locations, photos, sign type and sign support type. 6. Sign Mounting Details: Prepare a plan sheet to show details for signs mounting. Page 37 of 56 Exhibit A I r i Contract No. Deliverables: The Engineer shall provide the following: L Sign Layouts (included with FC 160 milestone deliverables after 30%). ii. Small Sign Details (included with FC 160 milestone deliverables after 30%). iii. Summary of Sign Quantities (included with FC 160 milestone deliverables after 30%). iv, Small Sign Summary (included with FC 160 milestone deliverables after 30%). v. Small Sign Inventory (included with FC 160 milestone deliverables after 30%). vi. Sign Mounting Details (included with FC 160 milestone deliverables after 30%). 162.2. Pavement Marking and Delineation: 1. The Engineer shall detail both permanent and temporary pavement markings and channelization devices on plan sheets. The Engineer shall coordinate with TxDOT (and other Engineers as required) for overall temporary, interim, and final pavement marking strategies. The Engineer shall select Pavement markings from the latest TxDOT standards. 2. The Engineer shall provide the following information on pavement marking layouts: a. Roadway layout. b. Center line with station numbering. c: Culverts and other structures that present a hazard to traffic. d. Location of utilities. e. Proposed markings (illustrated and quantified) which include pavement markings, object markings and delineation. f. Quantities of existing pavement markings to be removed. g. Proposed delineators, object markers, and mailboxes. h. The location of interchanges, mainlanes, grade separations, frontage roads and ramps, as applicable. i. The number of lanes in each section of proposed highway and the location of changes in numbers of lanes. j. ROW limits. k. Direction of traffic flow on all roadways. 3. The Engineer shall provide the following information to support pavement marking plan: a. Pavement Marking Details: The Engineer shall prepare any and all details necessary to clarify the construction requirements of the pavement marking plans. b. Summary of Pavement Markings: Compute quantities and summarize in the plans and prepare a bid item list and estimated prices for all Pavement Markings. Page 38 of 56 Exhibit A Contract No. Deliverables: The Engineer shall provide the following: i. Pavement Marking Layouts (included with FC 160 milestone deliverables after 30%). ii. Pavement Marking Details (included with FC 160 milestone deliverables after 30%). iii. Summary of Pavement Markings (included with FC 160 milestone deliverables after 30%). 162.3, Traffic Studies: Task A: Opening Day Traffic Modeling The Engineer shall perform Synchro traffic modeling for the proposed development in accordance with agency requirements.The analysis will utilize the traffic data collected and the background conditions for the Traffic Impact Analysis (TIA) prepared by Pacheco Koch dated April 8, 2016.Trips for the Full Build out scenario will be redistributed to the analysis intersections based on the results of the Zip Code Analysis performed by the North Central Texas Council of Governments. Capacity analysis will be performed with projected LOS at the analysis intersections for the AM and PM peak hours. Mitigation measures will be recommended as necessary to provide an acceptable LOS in accordance with agency requirements. The analysis intersections include the following: • American Boulevard at Elm Street • Trinity Boulevard at American Boulevard • Trinity Boulevard at Post Oak Boulevard/proposed site driveway • Trinity Boulevard at Elm Street/Private Driveway • Trinity Boulevard at SH 360 Northbound Frontage Road • Trinity Boulevard at SH 360 Southbound Frontage Road Task B: Long Term Traffic Modeling The Engineer shall perform Synchro traffic modeling for the proposed development in accordance with agency requirements. The analysis and trip distributions will be based on the Opening Day Traffic Modeling. Capacity analysis will be performed with projected LOS at the analysis intersections for the — AM and PM peak hours. Mitigation measures will be recommended as necessary including innovative intersection concepts (Diverging Diamond Interchange, etc.) to provide an acceptable LOS in accordance with agency requirements. The analysis intersections include the following: • Trinity Boulevard at SH 360 Northbound Frontage Road • Trinity Boulevard at SH 360 Southbound Frontage Road Page 39 of 56 Exhibit A 1 Contract No. i Task C: Traffic Signal Modifications SH 360 at Trinity The Engineer shall prepare the traffic signal modification plans at the intersection of the SH 360 Northbound and Southbound Frontage Roads at Trinity Boulevard to accommodate the necessary paving improvements. The design will be in v_ accordance with TxDOT and City of Fort Worth standards and specifications. The Engineer will provide guidance on the placement of the wheelchair ramps and crosswalk pavement markings relative to the traffic signal poles. The plans will include general notes, standard specifications, quantities and the appropriate agency standards. Task D: Traffic Siqnal Modifications Trinity at Post Oak The Engineer shall prepare the traffic signal modification plans at the intersection of Trinity Boulevard at Post Oak Boulevard to accommodate the necessary paving improvements. The design will be in accordance with City of Fort Worth standards and specifications. The Engineer will provide guidance on the placement of the wheelchair ramps and crosswalk pavement markings relative to the traffic signal poles. The plans will include general notes, standard specifications, quantities and the appropriate agency standards. Task E: New Traffic Signal American at Post Oak The Engineer shall prepare the permanent traffic signal plans at the intersection of American Boulevard at Post Oak Boulevard. The design will be in accordance with City of Fort Worth standards and specifications. The Engineer will provide guidance on the placement of the wheelchair ramps and crosswalk pavement markings relative to the traffic signal poles and coordinate with the appropriate agency for electrical service. The plans will include general notes, standard specifications, quantities and the appropriate agency standards. Task F: New Traffic Signal Trinity at Elm The Engineer shall prepare the permanent traffic signal plans at the intersection of Trinity Boulevard at Elm Boulevard. The design will be in accordance with City of Fort Worth standards and specifications.The Engineer will provide guidance on the placement of the wheelchair ramps and crosswalk pavement markings relative to the traffic signal poles and coordinate with the appropriate agency for electrical service. The plans will include general notes, standard specifications, quantities and the appropriate agency standards. Page 40 of 56 Exhibit A Contract No. The Engineer shall provide the following information in the Traffic Signal Plans: 1. Layout _ a. Estimate and quantity sheet 1) List of all bid items 2) Bid item quantities 3) Specification item number 4) Paid item description and unit of measure b. Basis of estimate sheet (list of materials) C. General notes and specification data. d. Condition diagram 1) Highway and intersection design features 2) Roadside development 3) Traffic control e. Plan sheet(s) 1) Existing traffic control that will remain(signs and markings) 2) Existing utilities 3) Proposed highway improvements 4) Proposed installation 5) Proposed additional traffic controls 6) Proposed illumination attached to signal poles, 7) Proposed power pole source f. Notes for plan layout g. Phase sequence diagram(s) L Signal locations ii. Signal indications iii. Phase diagram iv. Signal sequence table v. Flashing operation (normal and emergency) vi. Preemption operation (when applicable) vii. Contact responsible Agency to obtain interval timing, cycle length and offset h. Construction detail sheets(s) 1) Poles (TxDOT standard sheets) 2) Detectors 3) Pull Box and conduit layout 4) Controller Foundation standard sheet 5) Electrical chart i. Marking details (when applicable) J. Aerial or underground interconnect details (when applicable) Page 41 of 56 Exhibit A Contract No. 2. General Requirements a. Contact local utility company 1) Confirm power source b. Prepare governing specifications and special provisions list C. Prepare project estimate d. Conduct traffic counts for all proposers and existing traffic signals at designated locations. e. Prepare Traffic Signal Warrant Studies for the two new proposed traffic signals. 3. Summary of Quantities Deliverables: The Engineer shall provide the following: i. Traffic Signal Plans for all traffic signals (include with m0estone deliverables under FC 160 after 30%). Page 42 of 56 Exhibit A H ,q Contract No. a FUNCTION CODE 160 (163)—ROADWAY DESIGN MISCELLANEOUS (ROADWAY) The Engineer shall provide the following services: 163.1.Retaining Walls and Miscellaneous Structures: The Engineer shall develop the retaining wall design for two (2) retaining walls as shown on the schematic and determine the location of each soil boring needed for the foundation design of the retaining wall in accordance with the Geotechnical Manual. Prior to preparation of retaining wall layouts, the Engineer shall prepare a comparative cost analysis of different types of retaining walls versus roadway embankment, pavement, soil stabilization, retaining walls type, and available ROW to determine optimum selection based on economics, construction time duration, ROW encroachments (need for construction easements) and construction l; feasibility. The Engineer shall submit prior to the 60% milestone submittal the retaining wall layouts to obtain approval from TxDOT, The Engineer shall incorporate all necessary information from above referenced manuals and respective checklists into the retaining wall layouts. 1. The approximate limits of the retaining wall shall be based on Station or length. The Engineer shall notify TxDOT of the type of retaining walls that will be used for each wall. Retaining wall types considered include the following: a. Spread Footing Walls (High Footing Pressure Design and Low Footing Pressure Design). The Engineer shall select a spread footing wall for fill situation when considerable room behind the walls is available for forming, constructing, and backfilling the footings and stem. The Engineer shall notify TxDOT when the quantity is less than 1000 square feet to have as option in the plans to cast in place a spread footing wall design. This selection has to be approved to TxDOT. b. Mechanically Stabilized Earth (MSE) Walls. The Engineer shall prepare _. the retaining wall layouts showing plan and profile or retaining walls for design by a TxDOT approved vendor. The Engineer is responsible for design of geometry the Geotechnical Engineer shall design wall stability as per FC 110. The Engineer shall incorporate a slope of 4:1 or flatter from the existing and finished ground line elevation to the face of the retaining wall. c. Soil Nailed Walls. d. Drilled Shaft Walls. r Page 43 of 56 Exhibit A E � Contract No. 2. The Engineer shall provide layouts (scale 1" =100'), elevations, quantity estimate, summary of quantities, retaining wall typical sections and structural details of retaining walls as shown on the schematic. The Engineer shall determine if any additional walls are required and verify the need for and length of the retaining wall as shown on the schematic. 3. Aesthetic details will not be developed as partof this scope but will be limited to identifying color scheme, panel size and form liner in the form of General Notes. I Page 44 of 56 Exhibit A ,I 1 Contract No. L� 4. The specific requirements for each item are as follows: 1. Layout Plan 1) Designation of reference line 2) Beginning and ending retaining wall stations -- z 3) Offset from reference line 4) Horizontal curve data 5) Total length of wall 6) Indicate face of wall Y; 7) All wall dimensions and alignment relations (alignment data as necessary) 8) Soil boring locations 9) Drainage, signing, lightning, etc. that is mounted on or passing through the wall. 10)Subsurface drainage structures or utilities which could be impacted by wall construction. v 2. Elevation: 1) Top of wall elevations 2) Existing and finished ground line elevations 3) Vertical limits of measurement for payment 4) Type, limits and anchorage details of railing (only if Traffic Railing foundation standard is not being used on this project) 5) Top and bottom of wall profiles plotted at correct station & elevation. 6) Underdrains 7) Any soil improvement, if applicable. 8) Drainage, signing, lighting etc. as noted above 9) Drainage structures and utilities as noted above 3. Sectional View: 1) Reinforced volume 2) Underdrain location 3) Soil improvements, if applicable. 4. General Guidelines for Retaining Walls . I. The Geotechnical Engineer, as per FC 110, shall perform design calculations to check the external stability of the walls including slope stability, bearing, sliding and overturning. ii. For retaining wall submittals, the Engineer shall check TxDOT Bridge Division website for current requirements and detail drawings in accordance with the standard requirements of TxDOT. r Page 45 of 56 Exhibit A Contract No. Deliverables: The Engineer shall provide the following: L Retaining Wall locations defined (include with FC 160 30% milestone submittal), ii. Retaining Wall Plan and Elevation sheets (include yAth FC 160 milestone deliverables, after 30%). iii. Retaining Wall Typical Sections (include with FC 160 milestone deliverables, after 30%). iv. Retaining Wall Structural details deliverables, (include with FC 160 milestone after 30%). 163.2.Traffic Control Plan, Detours, Sequence of Construction: The Engineer shall prepare TCP including TCP typical sections, for the project. A detailed TCP must be developed in accordance with the latest edition of the TMUTCD. The Engineer shall implement the current Barricade and Construction (BC) standards and TCP standards as applicable. The Engineer shall interface and coordinate phases of work, including the TCP, with adjacent Engineers. The Engineer shall: 1. Provide a written narrative of the construction sequencing and work activities per phase and determine the existing and proposed traffic control devices (including but not limited to regulatory signs, warning signs, guide signs, route markers, construction pavement markings, barricades, flag personnel, temporary traffic signals) to be used to handle traffic during each construction sequence. The Engineer shall ;show proposed traffic control devices at grade intersections during each construction phase (including but not limited to stop signs, flag person, signals). The Engineer shall show temporary roadways, ramps, structures and dz�tours required to maintain lane continuity throughout the construction phasing. If temporary shoring is required, prepare layouts and show the limits cin the applicable TCP. 2. Coordinate with TxDOT in scheduling a Traffic: Control Workshop and submittal of the TCP for approval by TxDOT. The Engineer shall assist TxDOT in coordinating mitigation of impacts tc> adjacent schools, emergency vehicles, pedestrians, bicyclists and neighborhoods. _ 3. Develop each TCP to provide continuous, safe access to each adjacent property during all phases of construction and to preserve existing access. The Engineer shall notify TOOT in the event existing access must be eliminated, and must receive approval from TOOT prior to any elimination of existing access. Page 46 of 56 Exhibit A Contract No. 4. Design temporary drainage to replace existing drainage disturbed by construction activities or to drain detour pavement. The Engineer shall show horizontal and vertical location of culverts and required cross sectional area of culverts. 5. Prepare each TCP for approval by TxDOT. The TCP must include interim signing for every phase of construction. Interim signing must include -regulatory, warning, construction, route, and guide signs. The Engineer shall interface and coordinate phases of work, including the TCP, with Engineers responsible for the preparation of the P5&E for adjacent projects. 6. Maintain continuous access to abutting properties during all phases of the TCP. The Engineer shall develop a list of each abutting property along its alignment. The Engineer shall prepare exhibits for and attend meetings with the public, as requested by TxDOT. 7. Make every effort to prevent detours and utility relocations from extending beyond the proposed ROW lines. If it is necessary to obtain additional permanent or temporary easements and ROE, the Engineer shall notify TxDOT in writing of the need and justification for such action. The Engineer shall identify and coordinate with all utility companies for relocations required. 8. Describe the type of work to be performed for each phase of sequence of construction and any special instructions (e.g. storm drain, culverts, railing, signals, retaining walls, signing, paving surface sequencing or concrete placement, ROW restrictions, utilities, and other design elements) that the contractor should be made aware to include limits of construction, obliteration, and shifting or detouring of traffic prior to the next phase. Include the work limits, the location of channelizing devices, positive barrier, location and direction of traffic, work area, stations, pavement markings, and other information deemed necessary for each phase of construction. 9. Identify and delineate any outstanding ROW parcels. Page 47 of 56 Exhibit A Contract No. 10.The Engineer shall provide the following information to support the TCP: a. Sequence of Work Narrative: Prepare a narrative of the sequence of work including general and project specific notes. b. Advanced Warning Layouts: Prepare layouts (1"= 200') showing required advanced warning signage placement. c. Traffic Control Horizontal Alignment Data. d. Traffic Control/Sequence of Work Layouts: Prepare layouts (1" = 100') showing the travel lanes and construction area for each phase of construction. Included in the layouts will be temporary signing and striping, channelization devices, and barricades. e. Traffic Control Typical Sections: In conjjnetion with the Traffic Control Layouts, the Engineer shall develop typical cross sections showing lane widths, edge conditions, channelization and proposed construction area. This scope does not include design cross sections per TCP phase. f. Intersection Staging: Develop typical intersection staging plans for similar intersections. Develop custom intersection staging layouts only for special conditions. g. Assemble Applicable Standards; Identify and acquire all applicable TxDOT Statewide and District standards. Modify standards as needed. Fill in the title block with project number, CSJ and page number. Plot sheets and incorporate into the plans. h. Detours: Develop horizontal and vertical alignments for any detours to be constructed. Prepare plan and profile sheets (I"= 100' scale on 11" x 17" plan sheets)for proposed detours. For detour routings on existing streets, roads, or highways, provide layouts of proposed routing, showing Trailblazer Assemblies at intersections. i. Traffic Control Temporary Shoring and temporary retaining wall layouts required during construction sequencing. Existing ground and top of shoring/retaining wall shall be depicted on these sheets as well as elevations at appropriate intervals. j. Traffic Control Miscellaneous Details to adequately convey the intent of the TCP. Page 48 of 56 Exhibit A Yf al Contract No. Deliverables: _ The Engineer shall provide the following: K i. Sequence of Work Narrative (include with milestone deliverables under FC 160). ii. Advanced Warning Layouts (include with milestone deliverables under FC 160). iii. Traffic Control Horizontal Alignment Data (include with milestone deliverables under FC 160). iv. Traffic Control Sequence of Work Layouts (include with milestone deliverables r under FG 160). r v. Traffic Control Typical Sections (include with milestone deliverables under FG 160). i vi. Intersection Staging Layouts (include with milestone deliverables under FC 160). vii. Detour Layouts (include with milestone deliverables under FC 160). viii. Traffic Control Temporary Shoring Layouts (include with milestone deliverables under FC 160). ix. Traffic Control Miscellaneous Details (include with milestone deliverables under i FC 160). f tv 163.4.Stormwater Pollution Prevention Plans (SW3P): The Engineer shall develop SW3P, on separate sheets from (but in conformance with) the TCP, to minimize potential impact to receiving waterways. The SW3P shall include text describing the plan, quantities, type, phase and locations of T required temporary and permanent erosion control devices and mitigation measures. Deliverables: The Engineer shall provide the following: I. Temporary and Permanent erosion control layouts and SW3P sheet(s) (include with milestone deliverables under FC 160). -`t 163.5. Compute and Tabulate Quantities: The Engineer shall provide the summaries and quantities within all formal submittals. Deliverables: The Engineer shall provide the following: i. Quantity summaries (included with each FC 160 milestone submittals). 163.6. Construction Cost Estimate: The Engineer shall independently develop and report quantities necessary to construct contract in standard TxDOT bid format at the specified milestones and Final PS&E submittals. The Engineer shall prepare each construction cost estimate using Estimator or any other approved method. The estimate shall be r t Page 49 of 56 Exhibit A t t. i Contract No, provided at each milestone submittal or in DCIS format at the 95% and Final PS&E submittals per TxDOT District requiremer t. Deliverables: The Engineer shall provide the following: i. Construction Cost Estimate (include with milestone deliverables under FC 160). 163.7. Contract Time Determination: The Engineer shall prepare a detailed graphic contract time estimate utilizing Primavera (P6) to determine the approximate time required for construction of the project in calendar and working days (based on the TOOT standard definitions of calendar and working days) at the 95% and Final PS&E milestone. The contract time estimate must follow the TCP sequence of construction and include average weather conditions, tasks, subtasks, critical dates, milestones, deliverables, production rates, review requirements, and adjacent construction projects in a format which depicts the interdependence of the various items. The Engineer shall provide assistance to TOOT in interpreting the schedule. Deliverables: The Engineer shall provide the following: i. Contract Time Determination (include with 95% and Final milestone deliverables under FC 160). 163.8. Specifications and General Notes: 1. The Engineer shall identify necessary standard specifications, special specifications, special provisions and the appropriate reference items. The Engineer shall prepare General Notes from the TOOT Master List of General Notes, Special Specifications and Special Provisions for inclusion in the plans and bidding documents. The Engineer shall provide General Notes, Special Specifications and Special Provisions in the required format and include Form 1814 when appropriate. 2. The Engineer shall develop anticipated project milestones based on major construction items (e.g. intersection upgrade completion, total project completion). Page 50 of 56 Exhibit A Contract No. Deliverables: The Engineer shall provide the following: i. General Notes, Special Specifications and Special Provisions (per FC 160 milestone requirements). ii. Project Milestone List. 163.9. Constructability Review: The Engineer shall provide Independent Quality Review of the constructability of the PS&E package. The Engineer shall perform constructability reviews at major project design milestones (e.g. 30%, 60%, 95%, and final plan) to identify potential constructability issues and options that would provide substantial time savings during construction. The constructability review must be performed for all roadway and structural elements, such as: Sequence of Work/Traffic Control, Drainage (Temporary and Permanent), Storm Water Pollution Prevention Plan (SW3P); ensuring Environmental Permits, Issues and Commitments (EPIC) are addressed; Utility conflicts are identified; ensuring accuracy and appropriate use of Items, Quantities, General Notes, Standard and Special Specifications, Special Provisions, Contract Time/Schedule, Standards; and providing detailed comments in an approved format. Reviews must be captured in a Constructability Log identifying areas of concern and potential conflict. The Engineer shall provide the results of all Constructability reviews and recommendations to TOOT at major project design milestone submittals. Deliverables: The Engineer shall provide the following: i. Constructability Log and documentation of review (include with all FC 160 milestone submittals). Page 51 of 56 Exhibit A i � i y Contract No. CONTINGENT ADDITIONAL SERVICES a. Public involvement activities (i.e., Public Meeting, MAPOs, Notice Affording Opportunity for Public Hearing (NADPH), or Publi:; Hearing) would be conducted as a separate scope of work. b. Noise Wall Analysis and Noise Workshops would lDe conducted as a separate scope of work. c. The preparation of a Section 404 permit(if applicable) and Noise Workshops (if applicable) would be conducted as a separate scope of work. d. A Section 4(f) evaluation (if applicable) or 6(f) evaluation (if applicable) would be conducted as a separate scope of work. e. If applicable, hazardous materials sampling, asbestos survey, or lead-based paint survey would be conducted by others. f. Any additional site reconnaissance and/or associated revisions to survey report(s), required due to changes in the project design, would be conducted as a separate scope of work. g. Any intensive level biological surveys would be conducted as a separate scope of work. h. Formal consultation with USFWS regarding threatened and endangered species would be conducted as a separate scope of work. I. An intensive-level federal and state threatened/endangered species surrey would be conducted as a separate scope of work. j. Potential USACE mitigation for wetland and/or stream impacts would be conducted as a separate scope of work. k. Preparation of other NEPA environmental documents would be conducted as a separate scope of work. 1. Expert representation at legal proceedings or at contested permit hearings would be conducted as a separate scope of work. m. Additional retaining wall design not included in the list of retaining walls in this scope document would be conducted as a separate scope of work. n. Utility engineering, coordination, or preparation of utility agreements would be conducted as a separate scope of work. o. Illumination design (other than safety lighting at proposed signalized intersections)would be conducted as a separate scope of work. p. Scour analysis would be conducted as a separate scope of work. q. Construction inspection and construction phasesc rvices would be conducted as a separate scope of work. Page 52 of 56 Exhibit A Contract No. FC 160 Milestone Submittals The Engineer shall provide the following information at each submittal: L 30% Plans Submittal: a Up to eight(8) sets of 11"x 17"design plans for TxDOT District Review (refer to FC 160). b. Soil boring sheets (refer to Section 110) G Hydraulics PS&E Deliverables (refer to Section 161) d Retaining Wall locations defined (refer to Section 163) e Traffic Control Plan, Detours, and Sequence of Construction Deliverables (refer to Section 163) f. Stormwater Pollution Prevention Plans (refer to Section 163) g Summary of quantities (Refer to Section 163) h. Estimate of construction cost (refer to Section 163) i Specifications and General Notes (refer to Section 163) j Constructability Log and documentation of review (refer to Section 163) k Up to eight (8) sets of cross sections, either 11"x 17" plan sheets or roll plots, for TxDOT District Review. I Engineer's internal QA and QC marked up set. ii. Between 30% Submittal and 60% Submittal: a Up to eight (8) sets of 11"x 17" retaining wall layouts, including temporary walls, for TxDOT District review. b. External stability analysis for retaining walls. Q One (1) set of a roll format TCP phasing layout and one (1) .pdf of plan sheets for TCP concept. d. For Division Hydraulic Review of existing Bridge Class Culverts, five (5) sets of 11" x 17" Bridge Class Culvert Plan and Profile sheets and Hydrology & Hydraulics sheets, include project title sheet and project layout sheet. e Up to eight (8) sets of cross sections, either 11" x 17" plan sheets or roll plots, for TxDOT District Review. f. Engineer's internal QA and QC marked up set. Page 53 of 56 Exhibit A Contract No. iii. 60% Plans Submittal: a Up to eight (8) sets of 11" x 17" design plans for TOOT District Review (refer to FC 160). b. Soil boring sheets (refer to Section 110) C EPIC sheets (refer to Section 120) d Utility Coordination Deliverables (refer to .()ection 130) e Hydraulics PS&E Deliverables (refer to Section 161) f. Signing, Pavement Markings, Delineation, and Signalization Deliverables (Refer to FC 162) g. Retaining wall plan, elevation, details, and typical sections (refer to Section 163) K Traffic Control Plan, Detours, and Sequence of Construction Deliverables (refer to Section 163) 1 Stormwater Pollution Prevention Plans (refer to Section 163) j Summary of quantities (Refer to Section 163) k Estimate of construction cost (refer to Section 163) I. Specifications and General Notes (refer to Section 163) M Constructability Log and documentation of review (refer to Section 163) n Up to eight (8) sets of cross sections, either 11"x 17" plan sheets or roll plots, for TxDOT District Review. o. Engineer's internal QA and QC marked up set. Page 54 of 56 Exhibit A Contract No. iv. Review Submittal (95%). a Up to eight (8) sets of 11"x 17"design plans for TxDOT District Review (refer to FC 160). b. Soil boring sheets (refer to Section 110) C EPIC sheets (refer to Section 120,2) d Utility Coordination Deliverables (refer to Section 130) a Hydraulics PS&E Deliverables (refer to Section 161) f Signing, Pavement Markings, Delineation, and Signalization Deliverables (Refer to FC 162) g Retaining wall plan, elevation, details, and typical sections (refer to Section 163) h Traffic Control Plan, Detours, and Sequence of Construction Deliverables (refer to Section 163) L Stormwater Pollution Prevention Plans (refer to Section 163) 1 Summary of quantities (Refer to Section 163) k Estimate of construction cost (refer to Section 163) L Contract Time Determination (refer to Section 163) m. Specifications and General Notes (refer to Section 163) n Constructability Log and documentation of review(refer to Section 163) o. Marked up general notes. P. Triple Zero Special Provisions. q. Engineer sign, seal and date supplemental sheets (8.5" x 11"). r_ ROW and utilities certification. S. Other supporting documents. t Up to 12 sets of cross sections, either 11" x 17" plan sheets or roll plots, for TxDOT District Review. U Engineer's internal QA and QC marked up set. v. Final Submittal (100%): a Up to 14 paper sets of 11"x 17"design plans. b. Revised supporting documents from 95% review comments. a Up to 14 sets of cross sections, either 11" x 17" plan sheets or roll plots, for TxDOT District Review. d ePS&E Portfolio. Page 55 of 56 Exhibit A Contract No. Electronic Copies The Engineer shall furnish final pians to TxDOT on electronic media acceptable to TxDOT, in the format of current CADD system used by TxDOT, .pdf format, and in TxDOT's File Management System (FMS) format (ePS&E Portfolio). The Engineer shall also provide cross section information (in dgn, XLR, & ASCII formats) on electronic media acceptable to TxDOT, for TxDOT contractor to use. The Engineer shall provide an electronic copy of Primavera file or the latest scheduling program used by TxDOT for construction time estimate. With the approval of TxDOT, and in lieu of the above, the Engineer may maintain the project files in TxDOT's ProjectWise container. The handoff of the electronic files will be via email to TxDOT, with a Uniform Resource Name (URN) link to the project location in ProjectWise provided in the email. Calculations The Engineer shall provide the following: L A 3-ring binder with all quantity and non-structural design calculations. ii. A bound copy of all engineering calculations, analysis, input calculations, quantities, geometric designs (GEOPAK GPK files), and other information relating to the project's structural elements. Project structural elements include, but are not limited to: retaining walls, non- standard culverts, custom headwalls and drainage appurtenances. iii. Working copies of all spreadsheets and output from any programs utilized on electronic media acceptable to TOOT in a universally reliable format. The Engineer may provide the calculations in .pdf format in lieu of the bound hard copies. The .pdf file should be submitted on ek!ctronic media acceptable to TOOT, or in ProjectWise (if applicable). Page 56 of 56 Exhibit A