Loading...
HomeMy WebLinkAboutContract 52284 CITY SECRETARY CONTRACT No. 5aa� 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 Giles Engineering Associate, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Pioneer Tower Rehabilitation. The Agreement documents shall include the following: 1. This Standard Agreement for Professional Services; 2. Attachment"A"— Scope of Services; 3. Attachment"B"—Verification of Signature Authority Form. Attachments "A" and "B", 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 Attachments "A" or "B" 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 the Pioneer Tower Rehabilitation. (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 $9,584.00 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 City of Fort Worth,Texas Standard Agreement for P oMfonal Se—n•Ites Revision Dale:10/30/2017 Page 1 of 10 OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX same. 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 7 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 Standard Agreement for Professional Services Revision Date:10/30/2017 Project Name Page 2 of 10 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 13th 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:10/30/2017 Project Name Page 3 of 10 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 Standard Agreement for Professional Services Revision Date:10130/2017 Project Name Page 4 of 10 (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 Standard Agreement for Professional Services Revision Date:10/30/2017 Project Name Page 5 of 10 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 arid/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:1 013 0/2 0 1 7 Project Name Page 6 of 10 { E f k 't i s Article XIV Severability r The provisions of this Agreement are severable, and if any word, phrase, clause, f 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. I a Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by i hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: x s City of Fort Worth: Attn: Brian R. Glass, AIA E Architectural Services Manager 401 West 13th Street t Fort Worth, Texas 76102 Consultant: r Giles Engineering Associates, Inc. Attn: Rodolfo Lomas 2626 Lombardy Lane, Suite 105 Dallas, Texas 75220 t Article XVI Headings i 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. x City of Fort Worth,Texas Standard Agreement for Professional Services x Revision pate:10/30/2017 Project Name Page 7 of 10 I Article XVII Immigration Nationality Act City actively supports the Immigration 8r 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 (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 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. House Bill 89 Contractor 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, Contractor certifies that Contractor's signature provides written verification to the City that Contractor. (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:10/30/2017 Project Name Page a of 10 Article XVIII Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Executed and effective this the `' day of� , 2019. BY: BY: CITY OF FORT WORTH CONSULTANT Giles Engi g A ociates, Inc. Jesus J. Chapa Rodolfo Lo as, P.E. Assistant Citity Manager Brancth�M ager Date: 6 ty—/f Date: r 1 APPROVAL R MMENDED: B r e=aTN'e , erim Director Prope ynt Department APPROVED AS TO FORM AND LEGALITY By: � M&C No.: n/a ohn ErStrongz Assistant City Attorney 9a OF �y &C Date: ATTE . 1295 Certification: Mary J. s City Secretary �XAS CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administratio of this contract.including ensuring all performance and reporting requirements. By: K-gAA,R- Vi[ Brian R.Glass,AIA Architectural Services Manager The Texas Board of Architectural Examiners,8213 Shoal Creek Boulevard,Suite 107,Austin,Texas,78758,telephone(512)305-9000, has jurisdiction over individuals licensed under the Architects'Registration Law,Texas Civil Statutes,Article 249a. City of Fort Worth,Texas Standard Agreement for P �esssioSig na ervices `. Revision Date:10/30/2017 Page 9 of 10 f o 1.eRECORD CITY SECRETARY FT. WORTH,TX ATTACHMENT"B" VERIFICATION OF SIGNATURE AUTHORITY Consultant hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Consultant. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Consultant. 1. Name: L'o/-A.+� Position: Q ,I))c 4 - q'J Signature 2. Name: t GkaCl 50.r; 1C Position: Signature 3. Name: Position: Signature Name: Signature of der Title: Date: City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:1 0/3 012 01 7 Project Name Page 10 of 10 G I LES CNGINEERING l 1SSOCIATES, INC. Atlanta,GAGEOTECHNICAL, ENVIRONMENTAL& CONSTRUCTION MATERIALS CONSULTANTS • •Baltimore,MD •Dallas.TX Los Angeles.CA Manassas.VA Milwaukee,Vil April 17, 2019 City of Fort Worth Property management Department 401 West 131h Street Fort worth, Texas 76102 Attention: Mr, Ronald Clements Architect RE: Proposal—Materials Observation and Testing Services Pioneer Tower Rehabilitation 3401 W. Lancaster Avenue Fort Worth, Texas 76107 Giles Proposal No. 4MP-1904021 Dear Mr. Clements: We appreciate the opportunity to offer our services to Ratcliff Constructors, LP (Client). Giles Engineering Associates, Inc. (Giles) has been performing geotechnical engineering and environmental consulting, and construction materials testing services for 30 years on a local and national basis. Our experience in the North Texas area and our dedication to quality engineering will be a benefit to you in the successful completion of the proposed project. For more information about Giles, please visit us on the Web at www.gilesengr.com. We are pleased to submit our proposal for construction observation and materials testing services for the above referenced project.The purpose of the services to be provided by this proposal will be to assess whether the construction observed and materials tested are in compliance with the project specifications. Giles meets ASTM C-1077 (concrete), D-3740 (soil), and E-329 (testing laboratory) standard practices. We participate in the AMRL sample proficiency testing programs for soil and aggregate. Giles has a comprehensive Construction Materials Testing (CMT) division that includes ACI and NICET certified technicians and Professional Engineers. We also utilize state of the art CMT equipment both in our laboratory and in the field. The structural steel inspectors we employ are AWS certified. Project Scope of Services Upon your authorization, Giles Engineering Associates, Inc. will perform field observation and testing for the existing tower structure. Per your request, Giles will: 1. Perform inspections of drilled and epoxied bolts 2. Perform field and laboratory testing for concrete and grout repairs 3. Perform steel inspections of the welded and bolted connections, including magna-particle testing. 4. Perform FRP Installation and testing, including pull-tests for the bonding adhesive. 10553 Olympic Drive•Suite 102•Dallas,TX 75220 214/358-5885•Fax 2141358.5884•E-Mall dallasogilesengrcom Pioneer Tower Rehabilitation GILES Fort Worth, Texas p Proposal No.: 4MP-1904021 ENGINEERING � /SSOCIATES,INC. Page 2 of 2 FEES FOR FIELD AND LABORATORY SERVICES Services will be provided on a unit price basis in accordance with the attached Breakdown of Proposed Fees and General Notes. Copies of the Breakdown of Proposed Fees, General Notes and General Conditions are enclosed herewith and incorporated by attachment into this proposed agreement. We estimate the cost for our services to be $9,684.00. The final fee will, however, be dependent on the actual number of tests performed,the actual observation time and engineering evaluation/consultation time required and may therefore be altered from the estimate indicated herein. Closing The individual or individuals who execute this agreement on behalf of the client warrant that they are duly authorized agents of the client. Please acknowledge receipt and acceptance of this proposal by signing and returning one copy for our files. Respectfully submitted, GILES"ENGIERING ASSOCIATES, INC. Robert T. Duncan, AET Rodolfo Lomas, P.E. Supervisor-Construction Materials Testing Branch Manager ACCEPTED: CITY OF FORT WORTH BY: (signature) (printed name) TITLE: DATE: Enclosures: Breakdown of Estimated Fees ®Giles Engineering Associates,Inc.2019 BREAKDOWN OF PROPOSED FEES Pioneer Tower Rehabilitation 4MP-1904021 SERVICES DESCRIBED ESTIMATED UNITRATE ESTIMATED QUANTITY a Epoxied Bolts/Reinforcement Placement Includes periodic observations for: 30 hours Verification of depth of drilled hole for Technician time $45.00/hour $1,350.00 bolt/reinforcement, cleanliness of pocket and placement of epoxied bolts/reinforcement. Concrete/ (4iotf Testing Includes continuous inspections for: 24 hours Placement Observations and sampling and $45.00/hour $1,080.00 testing of the concrete/grout repair and Technician time replacement areas. StrUC.41CA Steel Inspector Includes periodic inspections for: Visual Inspections of Welded and Bolted 16 hours $92.00/hour $1,472.00 connections and magnaparticle testing of 20%of all welds. Pull-Tests for FRP includes: Placement of pull anchors (Day 1), and pull- 32 hours $75.00/hours $2,400.00 testing (Day 2)for each location. 2 test locations using an average of 3 tests per 6 Pull Dollies $40.00 Dolly $240.00 location. Assuming 2 days/trips per area FRP Installation 01)s,;,i-v}tions includes: 10 hours $45.00 450.00 Observations of mixing of adhesive, application of adhesive and attaching of RFP. Trip Charge Includes vehicle use and mileage from portal to 20 trips $30.00/trip $600.00 portal for scheduled inspections or sample pickups • •• Fee forField Services $7,592.00 Concrete compressive strength testing, cast 16 cylinders $18.00/each $288.00 by Giles ASTM C 39; 4 sets of 4 cylinders Grout Compressive Strencith Testing, Cast by 24 Prisms $21.00/each $504.00 Giles ASTM C39; 6 sets of 4 Prisms Estimate • • taboiato 1792.00 G a - , r } A rid' i „ Daily Field Reports Reports and report review, project and contract 12 Hours $100.00/hour $1,200.00 administration, consultation by request). The above fee estimate is not a guaranteed maximum and the actual fee invoice may vary depending on actual scheduling by the client. 10553 OLYMPIC DRIVE SUITE 102/Dallas,TX 75220 214-358-5885/FAX: 214-358-5884 E-mail: dallas@gilesengr.com GENERAL.CONDITIONS OF GEOTECHNICAL,DRILLING, GILES ENVIRONMENTAL AND/OR MATERIALS TESTING AGREEMENT Pioneer Tower Rehabilitiation—Tort Worth,Texas Proposal No.4MP-1904021 ENGINEERING HSSOCIATES,INC. Page 1 of 2 April,2019 SECTION 1:FORMA TIONOF CONTRACT—These General Conditions shall be incorporated into and become a binding,integral pail of any correspondence,proposal,or contract to which they are initially attached. Together they form an Agreement to be entered into by and between Giles Engineering Associates,Inc.("Giles")and the party for whom Giles is to perform its services("Client"). Conflicting terms or conditions that appear on an acceptance copy of any Agreement document,or subsequently issued document,arc hereby objected to and shall be invalid, unless accepted in writing by all parties to the Agreement. Ordering, reliance upon, or acceptance of Giles' services by Client, including additional work orders, shall constitute Client's acceptance of the terms of the Agreement, including these General Conditions, regardless of whether Client delivers an executed copy of the Agreement document prior to the commencement of Giles'services. The Agreement,including these General Conditions, shall extend to the benefit of, and be binding upon, the successors, assigns, directors, officers, employees, agents, subcontractors,representatives,and consultants of Giles and Client. Client shall communicate these General Conditions to any third party or principal for whom,or to whom,Client conveys any part of Giles'services. Giles shall have no duty or obligation to any third party or principal greater than what is set forth herein. SECTION 2:SITE ACCESS AND PROPERTY CARE—Client will arrange right of entry for Giles to complete the services. Client warrants and represents that it has authority and permission to grant Giles access. Client will also arrange permission for Giles to photograph the site. Client will provide Giles with sufficient documentation to enable Giles to avoid trespass and damage to on-site, neighboring, restricted, or prohibited areas. SECTION 3: DEGREE OF CERTAINTY IN MATERIALS TESTED—The locations and elevations of in-situ tests will be determined in accordance with the accuracy and proximity of survey control provided by Client or the contractor. Unless noted, locations and elevations will be determined by pacing and hand level methods. Observation and testing services will be provided in such a manner as to have reasonable certainty that the services essentially comply with project requirements. SECTION 4:STANDARD OF CARE—Services performed under this Agreement will be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing at this time,under similar conditions,and in the same locale. No other warranty,express or implied,is made. SECTION 5: DELAY AND FORCE MAJEURE—Giles will be excused for delay in the performance of services under this Agreement if caused by acts of God; inclement weather; acts of utility companies, unions,organized labor,or inspectors;or other unforeseen contingencies; beyond Giles'reasonable control. SECTION 6: OWNERSHIP OF INSTRUMENTS OF SERVICE— All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by Giles are instruments of service, remain the property of Giles,and are protected by copyright,trademark,and other proprietary rights provided under state and federal laws of the United States and/or foreign nations. SECTION 7: DISPOSITION OF SAMPLES AND MATERIALS—Uncontaminated soil and rock samples will be held for thirty(30)days after the date of Giles'report,unless advised otherwise by Client.Further storage or transfer can be negotiated at Client's written request. Should samples and/or materials contain, or be suspected to contain, substances or constituents hazardous to health, safety, or the environment, as defined by applicable laws,Giles will return such samples and/or materials,to Client after completion of testing,or have them disposed of in accordance with applicable laws.Client agrees to pay all costs associated with the transportation and disposal,and storage beyond 30 days.Giles is acting as a bailee and assumes no title to such samples,materials,and/or waste. SECTION 8: MOLD AND ASBESTOS-CONTAINING MATERIALS(ACM)EXCLUSION—Unless expressly provided, Giles' scope of services does not include any investigation,analysis,consultation,or representation with respect to the risk,prevention,presence,or remediation of mold,mildew,fungi,spores,other microbes,or ACM. It is therefore agreed that Giles has no responsibility or liability for claims,damages, losses,or expenses attributable to any such exposure,contamination,growth,release,or dispersal. SECTION 9:INSURANCE—Giles maintains a complete insurance package,including workman's compensation,commercial general liability, and professional liability insurance. Giles also maintains contractors pollution liability coverage of$2,000,000.00 for each pollution incident, with an annual aggregate limit of$2,000,000.00. Certificates of insurance shall be provided upon request. SECTION 10:LIMITATIONS OFLIABILITY—Client agrees to limit Giles'total aggregate liability to Client and all construction contractors, subcontractors and those named on the project arising from Giles' professional acts,errors or omissions,or breaches of contract to the lesser of either$250,000.00 or four times Giles'fee for services on the project. SECTION 11:INDEMNIFICATION—To the fullest extent permitted by law,Client shall hold harmless, indemnify,and defend Giles from and against all claims and causes of action for bodily injury,death,and property damage that may arise from the performance of services under this Agreement, except where such bodily injury, death,or property damage arises directly from the sole negligence, errors,or omissions of Giles. SECTION 12:LITIGATION SUPPORT—If Giles is required by operation of law,subpoena,or other legal process to appear,participate,or give testimony as an expert or fact witness,in any legal discovery,administrative,or court proceeding,as a result of the performance of services under this Agreement, Client agrees to compensate Giles pursuant to Giles' current fee and rate schedule, and to reimburse Giles for all reasonable costs and expenses Giles may incur in connection with such activities,including the fees of any attorney that Giles may retain on its own behalf. GENERAL CONDITIONS OF GEOTECHNICAL,DRILLING, GILES ENVIRONMENTAL AND/OR MATERIALS TESTING AGREEMENT Pioneer Tower Rehabiliflation—Fort Worth,Texas �+_- Proposal No.4MP-1904021 ENGINEERING (9SSOCIATES,INC. Page 2 of 2 April,2019 SECTION 13:INVOICES AND PAYMENT—Payment of invoices is due upon receipt of invoice and is past due thirty(30)days from invoice date. Client agrees to pay a late payment service charge of 1%2%per month,or 18%per year,for past due invoices. Client agrees the balance as stated on the invoice is correct,conclusive,and binding unless Client within ten(10)days from the date of invoice notifies Giles in writing of the item alleged to be incorrect. Should a dispute over payment arise,Client agrees to pay all invoiced amounts except those amounts in dispute; stipulates to using the Waukesha County Circuit Court,Wisconsin, as the venue;and agrees to pay all cows costs and attorney fees associated with the collection of disputed sums.Attorney fees shall be at the actual cost or at Giles'in-house counsel rate of$150.00 per hour. SECTION 14: NOTICE OF LIEN RIGHTS—AS REQUIRED BY STATE CONSTRUCTION LIEN LAWS, OWNER IS HEREBY NOTIFIED THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR CONSTRUCTION ON OWNER'S LAND MAY HAVE LIEN RIGHTS IF NOT PAID. THOSE ENTITLED TO LIEN RIGHTS,IN ADDITION TO GILES,ARE THOSE WHO CONTRACT DIRECTLY WITH OWNER OR THOSE WHO GIVE OWNER NOTICE WITHIN SIXTY (60) DAYS AFTER THEY FIRST FURNISH PROFESSIONAL SERVICES. OWNER MAY NEED TO NOTIFY ITS MORTGAGE LENDERS OF THESE LIEN RIGHTS. SECTION 15: TERMINATION—This Agreement may be terminated by either party upon seven (7) days written notice. In the event of termination,Giles shall be paid for all services performed prior to the termination date. SECTION 16: GOVERNING LAW AND SURVIVAL— The laws of the State of Wisconsin will govern the validity of these terms, their interpretation,and performance. Client consents to venue in the Waukesha County Circuit Court,State of Wisconsin,for all claims and disputes. The terms of this Agreement shall survive the completion of Giles'services. DRILLING or GEOTECIINICAL SECTION 17:SITE ACCESS AND PROPERTY CARE—Giles will take reasonable precautions to minimize damage to the property. In the normal course of work,some damage may occur. The correction of such damage is not part of the Agreement,unless specified in the proposal. Giles will backfill borings and other types of ground penetrations. Soil backfill at access points and test locations may settle over time. Giles is not responsible for checking,maintaining,or repairing the backfill after leaving the project site. SECTION IS: UTILITIES—Giles will contact the local one-call public utility locator service and take reasonable precautions to avoid damage or injury to identified underground public structures or utilities. Client shall provide any documents necessary or helpful in locating all private underground structures and utilities. Client shall assume responsibility for the accuracy of any information provided. Client agrees to hold harmless,defend,and indemnify Giles for any damages to underground structures and utilities,and any damage,injury,or death arising directly or indirectly there from,which were not identified on the documents furnished,or by local utility identification agencies. SECTION 19:ENVIRONMENTAL—On Geotechnical projects,Environmental and Hazardous Materials will not be considered. CONSTRUCTION MATERIALS TESTING SECTION 20: RESPONSIBILITIES—The presence of Giles' field representative(s) will be for the purpose of providing observation and/or field testing. Giles'services will not include the supervision or direction of the work of the contractor or the contractor's employees or agents. Contractor should be so advised,and informed that neither the presence of Giles' field representative nor the observation and testing shall excuse contractor in any way for defects discovered in contractor's work. An opinion will be developed from observations and tests as to whether the work essentially complies with the project requirements. SECTION 21:SAFETY—The construction contractor and/or owner shall,without limitation,assume sole and complete responsibility for job site conditions during construction of the project,including the safety of all persons and property.The trenching and shoring safety shall be the full responsibility of the contractor. If a geotechnical engineer(P.E., not a technician) is brought to the site for soils evaluation, we can make recommendations for the slope of the excavated trench walls. If not, the sloping of side walls,trenching and shoring safety shall all be the full responsibility of the contractor. ENVIRONMENTAL SECTION 22:HAZARDOUS MATERIALS—When hazardous materials are known,assumed,or suspected to exist at a site,Giles will take appropriate actions to protect the health and safety of personnel,to comply with applicable laws and regulations,and to implement procedures to minimize physical risks to employees and the public. Client must inform Giles of any known or suspected hazardous materials.The discovery of unanticipated hazardous materials constitutes a changed condition requiring renegotiation of the scope of services or termination of the Agreement. Client agrees to compensate Giles for additional costs of working to protect employee and/or public health and safety. Client waives any claim against Giles, and agrees to hold harmless, indemnify, and defend Giles from and against any claim or liability for injury, death,or loss arising directly or indirectly from the discovery of unanticipated hazardous materials. Client also agrees to compensate Giles for time spent,and expenses incurred,in defense of any such claim,based upon Giles' prevailing fee schedule and expense reimbursement policy relative to the direct project costs. SECTION 23:GEOTECHNICAL—On Environmental and Hazardous Materials projects,Geotechnical issues will not be considered.