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HomeMy WebLinkAboutContract 55687CSC No. 55687 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and CMJ Engineering, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Northside Community Center. The Agreement documents shall include the following: 1. This Standard Agreement for Professional Services; 2. Attachment "A" — Scope of Services; Attachment "A", which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Attachment "A" and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with Northside Community Center. (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "A". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". However the total fee paid by the City shall not exceed a total of $11,122.75 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. City of Fort Worth, Texas Standard Agreement f OFFICIAL RECORD Revision Date: 3/20/2020 CITY SECRETARY Page 1 of 9 FT. WORTH, TX Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 12 months, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City 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 Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth, Texas Revision Date: 3/20/2020 Standard Agreement for Professional Services Project Name Page 2 of 9 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Architectural Services, Attention: Brian R. Glass, 401 West 13t" Street, Fort Worth, TX 76012, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 3/20/2020 Project Name Page 3 of 9 f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter City of Fort Worth, Texas Revision Date: 3/20/2020 Standard Agreement for Professional Services Project Name Page 4 of 9 (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article II of this Agreement. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub-consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Fort Worth, Texas Revision Date: 3/20/2020 Standard Agreement for Professional Services Project Name Page 5 of 9 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XIII Contract Construction The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 3/20/2020 Project Name Page 6 of 9 Article XIV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth: Attn: Brian R. Glass, AIA Architectural Services Manager 401 West 13t" Street Fort Worth, Texas 76102 Consultant: CMJ Engineering, Inc Attn: R. Carl Lee, S.E.T. 7636 Pebble Drive Fort Worth, Texas 76118 Article XVI Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 3/20/2020 Project Name Page 7 of 9 Article XVII Immigration Nationality Act City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. No Bovcott of Israel If Contractor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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 Agreement, Contractor certifies that Contractor's signature provides written verification to City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 3/20/2020 Project Name Page 8 of 9 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth �%C�LC'� �G����,�.lr BA/: DanaBurghdoff(May7,20 0:19CDT) J Name: Dana Burghdoff, AICP Title: Assistant City Manager �ate: M ay 7, 2021 Approval Recommended: BA/: Stev�(May 6� 2021 P:19 CDT) 7 Name: Steve Cooke Title: Director, Property Management Dept Attest: By: Name: Title: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: ' O�'►��w.- �S • CY�J Name: Brian Glass Title: Architectural Services Manager Approved as to Form and Legality: TB Stran BV/: JB Strong (May , 2021 09:43 CDT) 7 Name: John B. Strong Title: Assistant City Attorney Contract Authorization: M&C: n/a � RU�Cr7 P. ��z� or Ronald P. 6onzales (May7, 202111:07 CDT) Mary J. Kayser City Secretary VENDOR: CMJ Engineering, Inc RC�� B�, R. Carl Lee (May 6, 2021 15:02 CDT) Name: R. Carl Lee, S.E.T. Title: Executive Vice President �ate: May 6, 2021 City of Fort Worth, Texas Revision Date: 3/20/2020 Page 9 of 9 OFFICIAL RECORD CITY SECRETARY Standard Agreement f FT. WORTH, TX CMENGINEERING, INC. � 7636 Pebble Drive Fort Worth, Texas 76118 �v�v�v.cmjengr.com Cost Estimate No.: 21-050 May 3, 2021 City of Fort Worth Attn: Ronald Clements Property Management Department 401 W. 13th Street Fort Worth, TX 76102 email: Ronald.clements@fortworthtexas.gov COST ESTIMATE CONSTRUCTION MATERIALS TESTING SERVICES FOR 2021 NORTHSIDE COMMUNITY CENTER — 1100 NW 18T" STREET FORT WORTH, TEXAS Dear Mr. Clements, We are pleased to submit this cost estimate for providing construction materials engineering services on the above referenced project. We understand we have been selected to provide these services based on our qualifications. Cost Estimate - Defined This is an ESTIMATE and should in no wav be considered a lump sum proposal. CMJ will only bill for actual services performed. Services performed beyond the estimated items and quantities may exceed the estimated testing budqet. Fewer services perFormed than estimated mav be lower the estimated testing budget. The total testing cost is dependent upon the contractor's means and methods, such as the size of areas/amount of items ready for testing per site visit, size/rate of concrete placements, method of masonry grouting (once per day or several times per day, pumping or hand placement), etc. As the contractor typically schedules our services, the actual number of site visits required are beyond our control. Based on our experience, we have made assumptions as to the means and methods the individual contractors may choose to follow. Scope of Work Our scope of service is based on our review of the project plans, specifications, and our understanding of the project's testing needs. We propose to service this project on a call out, as- needed basis. All same-day service requests will be charged the greater of either $250 or our actual rescheduling costs based on the project's unit fees, for each site visit performed. Service requests may be made Monday through Friday 7:00 am to 5:00 pm and should be received 24-hours in advance but no later than 3:00 PM of the day prior to service. CMJ will make every effort to service same day service requests but cannot guarantee your request will be serviced without the required prior notice. � —� Phone (817) 284-9400 Fax (817) 589-9993 Metro (817�99� CMJ ENGINEERING, INC. City of Fort Worth Northside Community Center Fort Worth, TX Page 2 Cost Estimate No. 21-050 May 3, 2021 Earthwork Laboratory testing of existing subgrade, fill, and backfill materials; in-place moisture/density testing of same. Foundation Footinqs On-site verification of footings bearing on competent tan limestone, per structural drawings. Cast-In-Place Concrete Pre-concrete placement reinforcing steel observation. On-site concrete placement observation and testing to include slump, temperature, entrained air content, and the molding of test cylinders. Laboratory curing and testing of cylinders. Observation of post-installed anchors and dowels. Masonry PerForm general structural masonry construction observations (Periodic), proportion verification of site-mixed mortar and grout, full-time structural grout placement observation and site casting of structural grout prisms for laboratory curing and compressive strength testing as required by the IBC Code and project requirements. Structural Steel Observation On-site visual observation and testing of field welded and bolted connections by AWS Certified Welding Inspector. Proiect Budqet Based upon our understanding of your needs, our unit fees and estimated quantities for this project will be as stated on the budget attachment. All fees for services perFormed which do not appear on the budget attachment will be based on our standard fee schedule. The final charges will be a function of the total services performed. All charges for laboratory services are F.O.B. our laboratory. All same-day service requests will be charged the greater of either $250 or our actual rescheduling costs based on the project's unit fees, for each site visit performed. The prices provided in the attached fee schedule will remain valid for forty-five (45) days from the date on this estimate, or for one year from that date if our services for this project are started within the forty-five (45) day period. Invoices will be submitted for these services on a monthly basis. These will be due and payable upon receipt. CMJ will not supervise or direct work that is performed by the contractor or subcontractors and is not responsible for their means and methods utilized or the resultant outcome of their efforts. � AASH ❑ CMJ ENGINEERING, INC. City of Fort Worth Northside Community Center Fort Worth, TX Page 3 Cost Estimate No. 21-050 May 3, 2021 Closinq CMJ Engineering, Inc. appreciates the opportunity to submit this estimate. We have included the attached unit fees that correspond to our understanding of the required work scope that will be required of CMJ Engineering. Feel free to call us if you have any questions regarding our services or estimate. Following your authorization, we are ready to begin work and look forward to providing you with our services. Respectfully CMJ ENGINE � R. Carl Lee, S.E.T. Executive Vice President � AASH ❑ '�' � � _�;. ��;�i��LE <�� 7636 Pebble Drive Fort Worth, Texas 76118 Tel: (817) 284-9400 Fax: (817) 589-9993 City of Fort Worth Cost Estimate No. 21-050 May 3, 2021 2021 COST ESTIMATE CONSTRUCTION MATERIALS TESTING SERVICES FOR 2021 NORTHSIDE COMMUNITY CENTER 1100 NW 18TH STREET FORT WORTH, TEXAS DESCRIPTION Earthwork Moisture/Density Relations (ASTM D698) Oversize Rock Correction (ASTM D4718) Liquid & Plastic Limit (ASTM D4318-B) Laboratory Sieve Analysis (ASTM C117, D1140) Laboratory Sieve Analysis (ASTM C136) Earthwork Observation/Testing Including all Non-Test Pit In-Place Moisture/Density Testing by ASTM D6938 (Min. 4 Hours/Trip) Additional Fee-Test Pit In-Place Moisture/Density Testing Nuclear Density Gauge Fee (Daily) Project Management - Initial Project Set-up Vehicle Trip Charge Estimated Total for Earthwork Services: Footinq Bearinq Observation Senior Pier Specialist (Min. 4 Hours/Trip) Vehicle Trip Charge Estimated Total for Pier Observation Services: Concrete Observation/Testinq Concrete Test Cylinders (ASTM C31/39 - 6" x 12" - Min. 4/Set) Concrete Testing Technician (Min. 3 hours/trip) Senior Engineering Technician-Post Installed Anchor Observation (Min. 4-Hrs) Cylinder Pick Up Vehicle Trip Charge Estimated Total for Concrete Observation/Testing Services: Masonry Testinq Masonry Grout Prisms (ASTM C1019 - 4/Set) Engineering Technician for Masonry Construction Observation (Min. 4 Hours/Trip) Masonry Specimen Pick Up Vehicle Trip Charge Estimated Total for Masonry Services: NO FEE UNIT AMOUNT 2 $ 175.50 each $ 351.00 0 $ 130.50 each $ - 2 $ 61.50 each $ 123.00 2 $ 69.00 each $ 138.00 2 $ 83.50 each $ 167.00 36 $ 72.50 hour $ 2,610.00 0 $ 15.00 each $ - 9 $ 45.00 each $ 405.00 2 $ 95.50 hour $ 191.00 9 $ 40.50 trip $ 364.50 $ 4,349.50 4 $ 83.50 hour $ 334.00 1 $ 40.50 trip $ 40.50 $ 374.50 25 $ 26.25 each $ 656.25 17 $ 50.00 hour $ 850.00 12 $ 67.00 hour $ 804.00 5 $ 150.00 each $ 750.00 13 $ 40.50 trip $ 526.50 $ 3,586.75 8 $ 32.00 each $ 256.00 12 $ 72.50 hour $ 870.00 1 $ 150.00 each $ 150.00 4 $ 40.50 trip $ 162.00 $ 1,438.00 T 7636 Pebble Drive � � �_ Fort Worth, Texas 76118 � ', '` `"' -' TeL• (817) 284-9400 Fax: (817) 589-9993 City of Fort Worfh Cost Estimate No. 21-050 May 3, 2021 2021 COST ESTIMATE CONSTRUCTION MATERIALS TESTING SERVICES FOR 2021 NORTHSIDE COMMUNITY CENTER 1100 NW 18TH STREET FORT WORTH, TEXAS DESCRIPTION Structural Steel Observation Structural Steel Observation by CWI (Min. 5 Hours/Trip) Vehicle Trip Charge Estimated Total for Structural Steel Services: Hourlv Office Services Senior Geotechnical Engineer (1.0 Hour Min Charge) Project Manager Senior Engineering Technician (Min. 4 Hours/Trip) Clerical Staff Same-day Insufficient Notice Fee Estimated Total for Hourly Services: Estimated Total for Above Testing and Observation Services: NO FEE UNIT AMOUNT 15 $ 83.50 hour $ 1,252.50 3 $ 40.50 trip $ 121.50 $ 1,374.00 0 $ 142.50 hour $ - 0 $ 95.50 hour $ - 0 $ 83.50 hour $ - 0 $ 72.50 hour $ - 0 $ 250.00 each $ - $ 11,122.75 Notes: 1. Project Management fees will be charged as follows: 2 hours for initial project setup, foundation reconciliation at 3 minutes per pier, compliance review and statement of same at 3 minutes per report with a 1 hour minimum, post-tensioning compliance review at 0.50 hours per page with a 1.0 hour minimum and a 79G/house pad compliance report review and letter at 10 minutes per lot, if CMJ is informed at the start of this project of this need. Should the client choose not to sign CMJ's agreement and instead request CMJ to sign the client's contract, any time spent reviewinglrevising clienYs contract will be billed at the above listed project management hourly rate. All other services that would be requested of a project manager will be billed as same. 2. Overtime rates of 1.5 times the regular rate will be charged for hours worked or services performed over eight (8) hours per day or before 7:00 a.m. and/or after 5:00 p.m. Monday thru Friday. All lab and field services performed on Saturday, will be billed at 1.5 times the regular rate and will be billed at 2.0 times the regular rate for Sundays and recognized holidays. 3. All laboratory test fees are F.O.B. our laboratory. Engineering technician minimums and vehicle trip charges will apply to all trips to the job-site including sample pickups and specimen pickups. 4. A minimum amount of technician time and a vehicle trip charge will be billed for each call out, sample pickup or specimen pickup unless noted othenr✓ise. Technician time is charged portal-to-portal from our Fort Worth office. 5. 4"X8" concrete compression test specimens will be used per ACI 318 requirements unless instructed otherwise. 6. 5tructural steel observation at fabrication shop fees based on facilities located in the Dallas-Fort Worth metroplex area. 7. Additional tests not specified in this fee schedule will be quoted upon request, or based on our current fee schedule. 8. Vehicle trip charge in excess of 25 miles from CMJ's office will be based on $0.81/mile plus tolls, portal-to-portal our office. 9. Specimen collection fees as stated are either project specific or based on a maximum of 25 miles from CMJ. 10. All same-day service requests will be charged a minimum $250 insufficient notice fee or actual rescheduling costs if greater. 11. All test-pit moisture-density testing will be charged a$15 fee for each test in addition to standard hourly fee. 12. CMJ will not supervise or direct work that is performed by the contractor or subcontractors and is not responsible for their means and methods utilized or the resultant outcome of their efforts. TERMS FOR CONSTRUCTION MATERIALS TESTING SERVICES THE AGREEMENT This AGREEMENT is made by and between CMJ ENGINEERING, INC., hereinafter referred to as CMJ, and the City of Fort Worth, hereinafter referred to as CLIENT. The AGREEMENT between the parties consists of these TERMS, the attached COST ESTIMATE identified as COST ESTIMATE No. 21-050 dated May 3, 2021, and any exhibits or attachments noted in the COST ESTIMATE. Together, these elements will constitute the entire AGREEMENT superseding any and all prior negotiations, correspondence, or agreements either written or oral. Any changes to this AGREEMENT must be mutually agreed to in writing. STANDARD OFCARE CLIENT recognizes that subsurface conditions may vary from those observed at locations where borings, surveys, or explorations are made, and that site conditions may change with time. Data, interpretations, and recommendations by CMJ will be based solely on information available to CMJ. CMJ is responsible for those data, interpretations, and recommendations, but will not be responsible for other parties' interpretations or use of the information developed. Services performed by CMJ under this AGREEMENT are expected by CLIENT to be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of the CMT LABORATORY profession practicing contemporaneously under similar conditions in the locality of the project. Under no circumstance is any warranty, expressed or implied, made in connection with the providing of CMT LABORATORY services. SITE ACCESS AND SITE CONDITIONS CLIENT will grant or obtain free access to the site for all equipment and personnel necessary for CMJ to perform the work set forth in this AGREEMENT. CLIENT will notify any and all possessors of the project site that CLIENT has granted CMJ free access to the site. CMJ will take reasonable precautions to minimize damage to the site, but it is understood by CLIENT that, in the normal course of work, some damage may occur and the correction of such damage is not part of this AGREEMENT unless so specified in the COST ESTIMATE. CLIENT is responsible for accurately delineating the locations of all subterranean structures and utilities. CMJ will take reasonable precautions to avoid known subterranean structures, and CLIENT waives any claim against CMJ arising from damage done to subterranean structures and utilities not identified or accurately located. SAMPLE DISPOSAL CMJ will retain samples transported to the geotechnical laboratory for testing for a period of thirty (30) days following submission of the report covering those samples. Further storage or transfer of samples can be made at CLIENT'S expense upon CLIENT'S prior written request. MONITORING If CMJ is retained by CLIENT to provide a site representative for the purpose of monitoring specific portions of construction work or other field activities as set forth in the COST ESTIMATE, then this phrase applies. For the specified assignment, CMJ will report observations and professional opinions to CLIENT. No action of CMJ or CMJ'S site representative can be construed as altering any AGREEMENT between CLIENT and others. CMJ will report to CLIENT any observed geotechnically-related work which, in CMJ'S professional opinion, does not conform with plans and specifications. The CMJ has no right to reject or stop work of any agent of the CLIENT. Such rights are reserved solely for CLIENT. Furthermore, CMJ'S presence on site does not in any way guarantee the completion or quality of the performance of the work of any party retained by CLIENT to provide field or construction-related services. CMJ will not be responsible for and will not have control or charge of specific means, methods, techniques, sequences or procedures of construction or other field activities selected by any agent or agreement or CLIENT, or safety precautions and programs incident thereto. BILLING AND PAYMENT CLIENT will pay CMJ in accordance with the procedures indicated in the COST ESTIMATE and its attachments. Invoices will be submitted to CLIENT by CMJ, and will be due and payable upon presentation. If CLIENT objects to all or any portion of any invoice, CLIENT will so notify CMJ in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay when due that portion of the invoice not in dispute. In the absence of written notification described above, the amount as stated on the invoice will be paid. � TERMS — Page 1 of 3 AANsH ❑ COST ESTIMATE No.: 21-050 CMJENcirrEEairrc,Irvc. Invoices are delinquent if payment has not been received within thirty (30) days from date of invoice. At the option of the CMJ, CLIENT will pay an additional charge of one-and-one-half (1.5) percent per month (or the maximum percentage allowed by law, whichever is lower) on any delinquent amount, except for any portion of the invoiced amount in dispute and resolved in favor of CLIENT. Disputed amounts withheld by the client which are subsequently resolved in favor of the CMJ will carry the additional charge, as described above, effective thirty (30) days from the date of the original invoice. In the event CLIENT fails to pay CMJ within sixty (60) days after invoices are rendered, CLIENT agrees that CMJ will have the right to consider the failure to pay the CMJ's invoice as a breach of this AGREEMENT. This AGREEMENT may be terminated by either party seven (7) days after written notice in the event of any breach of any provision of this AGREEMENT or in the event of substantial failure of performance by the other party, or if CLIENT suspends the work for more than three (3) months. In the event of termination, CMJ will be paid for services performed prior to the date of termination plus reasonable termination expenses, including, but not limited to the cost of completing analyses, records, and reports necessary to document job status at the time of termination. RISK ALLOCATION Many risks potentially affect CMJ by virtue of entering into this AGREEMENT to perform professional engineering services on behalf of CLIENT. The principal risk is the potential for human error by CMJ. For CLIENT to obtain the benefit of a fee which includes a nominal allowance for dealing with CMJ'S liability, CLIENT agrees to limit CMJ'S liability to CLIENT and to all other parties for claims arising out of CMJ'S performance of the services described in this AGREEMENT. The aggregate liability of CMJ will not exceed the amount of the CMJ'S fee for negligent professional acts, errors, or omissions. Limitations on liability and indemnities in this AGREEMENT are business understandings between the parties voluntarily and knowingly entered into, and shall apply to all theories of recovery including, but not limited to breach of contract, warranty, tort (including negligence), strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence. The parties also agree that CLIENT will not seek damages in excess of the limitations indirectly through suits with other parties who may join CMJ as a third-party defendant. Parties means CLIENT and CMJ and their officers, employees, agents, affiliates, and subcontractors. Both CLIENT and CMJ agree that they will not be liable to each other, under any circumstances, for special, indirect, consequential, or punitive damages arising out of or related to this AGREEMENT. DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS CLIENT represents that CLIENT has made a reasonable effort to evaluate if hazardous materials are on or near the project site, and that CLIENT has informed CMJ of CLIENT's findings relative to the possible presence of such materials. Hazardous materials may exist at a site where there is no reason to believe they could or should be present. CMJ and CLIENT agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. CMJ and CLIENT also agree that the discovery of unanticipated hazardous materials may make it necessary for CMJ to take immediate measures to protect health and safety. CLIENT agrees to compensate CMJ for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous materials. CMJ agrees to notify CLIENTwhen unanticipated hazardous materials or suspected hazardous materials are encountered. CLIENT agrees to make any disclosures required by law to the appropriate governing agencies. CLIENT also agrees to hold CMJ harmless for any and all consequences of disclosures made by CMJ which are required by governing law. In the event the project site is not owned by CLIENT, CLIENT recognizes that it is CLIENT'S responsibility to inform the property owner of the discovery of unanticipated hazardous materials or suspected hazardous materials. Notwithstanding any other provision of the AGREEMENT, CLIENT waives any claim against CMJ arising from CMJ'S discovery of unanticipated hazardous materials or suspected hazardous materials, including, but not limited to, any costs created by delay of the project and any cost associated with possible reduction of the property's value. CLIENT will be responsible for ultimate disposal of any samples secured by CMJ which are found to be contaminated. This includes any soil or rock cuttings, and contaminated drilling or wash water which is generated as a consequence of drilling activities. DISPUTES RESOLUTION All claims, disputes, and other matters in controversy between CMJ and CLIENT arising out of or in any way related to this AGREEMENT will be submitted to "alternative dispute resolution" (ADR) before and as a condition precedent to other remedies provided by law. If and to the extent CLIENT and CMJ have agreed on methods for resolving such disputes, then such methods will be set forth in the "Alternative Dispute Resolution Agreement" which, if attached, is incorporated into and made a part of this AGREEMENT. If no specific ADR procedures is set forth in this AGREEMENT, then it shall be understood that the parties shall submit disputes to mediation as a condition precedent to litigation. � TERMS — Page 2 of 3 AAysH o COST ESTIMATE No.: 21-050 CMJ ErrcirrEEa[rrc, Irrc. If a dispute at law arises from matters related to the services provided under this AGREEMENT and that dispute requires Iitigation instead of ADR as provided above, then: (1) the claim will be brought and tried in judicial jurisdiction of the court of the county where CMJ's principal place of business is located and CLIENT waives the right to remove the action to any other county or judicial jurisdiction, and (2) the prevailing party will be entitled to recovery of all reasonable costs incurred, including stafftime, court costs, attorneys' fees, and other claim related expenses. GOVERNING LAW AND SURVIVAL The law of the State of Texas will govern the validity of these TERMS, their interpretation and performance. If any of the provisions contained in this AGREEMENT are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired. Limitations of liability and indemnities will survive termination of this AGREEMENT for any cause. ��� The parties have read the foregoing, understand completely the terms, and willingly enter into this AGREEMENT which will become effective on the date signed below by CLIENT. CLIENT By: Position Date Date � TERMS — Page 3 of 3 AA5H ❑ COST ESTIMATE No.: 21-050 CMJ ENGINEERING, Itvc. Executive Vice President Position