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HomeMy WebLinkAboutContract 40316 (2)STATE OF TEXAS § COUNTY OF TARRANT § �' � '� � .. KNOWN ALL BY THESE PRESENTS: +�, � � THIS AGREEMENT, entered into the �5 day � of 2099 by and between the City of Fort Worth, ahome-rule municipal corporat n situated in Tarrant, Denton, Parker, and Wise Counties, Texas, acting herein by and through its duly authorized Assistant City Manager, hereinafter called the "City", and Jacobs En in��p Inc., an independent contractor "Consultant". City and Consultant may be referred to herein individually as a Party, or collectively as the Parties. WITNESSETH That for and in consideration of mutual covenants and agreements herein contained, the Parties hereto mutually agree as follows: ARTICLE I SERVICES Section 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 Sanitary Sewer Rehabilitation Contract 68, Part 2 & 3. ("Project"). Section 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 2 COMPENSATION Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". 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 $15,298 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. 06-15-10 A10�04 �N OFFICIAL RECORD CITY SECRETARY FT WORTH. Tit 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 3 TERM Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 6 months, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. ARTICLE 4 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 5 PROFESSIONAL COMPETENCE AND INDEMNIFICATION Section 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. Section 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. Professional Services Consultant Agreement Rev 10.6.09 Page 2 of 10 ARTICLE 6 INSURANCE Section L 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 $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Section 2. Additional Insurance Requirements equiva a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, Lite 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 Fort Worth Water Department, Attention: Roberto Sauceda, Project Manager, 1000 Throcl�norton Street, Fort Worth, TX 76102, 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. Professional Services Consultant Agreement Rev ] 0.6.09 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. 1. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. ARTICLE 7 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 8 TERMINATION OF CONTRACT Section 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 Section 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 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. Professional Services Consultant Agreement Rev 10.6.09 Page 4 of 10 Section 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 9 RIGHT TO AUDIT (a) 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. (b) Consultant fm-ther 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 subconsultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subconsultant 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 subconsultant reasonable advance notice of intended audit. (c) Consultant and subconsultants 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. ARTICLE 10 MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal. 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. Professional Services Consultant Agreement Rev 10.6.09 ARTICLE 11 OBSERVE AND COMPLY Page 5 of 10 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 12 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 13 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. ARTICLE 14 SEVERADILIT I 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 15 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: Roberto Sauceda, Project Manager Fort Worth Water Department 1000 Throckmorton Street Fort Worth, Texas 76102 Professional Services Consultant Agreement Rev 10.6.09 Page 6 of 10 Consultant: Jacobs Engineering Group Inc. Attn: Mike McCure, P.E. 777 Main Street Fort Worth, TX 76102 ARTICLE 16 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 ARTICLE 17 COUNTERPARTS This Agreement maybe 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. Professional Services Consultant Agreement Rev 10.6.09 (Remainder of Page Intentionally Left Blank) Page 7 of 10 IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals the day and year first above written, in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: Assistant City Manager r RECOMMENDED: Frank Crumb, P.E., Director Water Department APPROVED AS TO FORM AND LEGALITY: / City Attorney ATTEST: Marty Hendrix U City Secretary RM Date Professional Services Consultant Agreement Rev 10.6.09 CONSULTANT: Jacobs Engineering Groupr Inc, Olt:QAmAwsM=0mw0*m0ft�0 � Roibert M. Clement Group Vice President OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX I Page A of 10 Professional Services Consultant Agreement Rev 10.6.09 ATTACHMENT "A" SCOPE OF SERVICES Page 9 of 10 Scope for Engineering Design Related Services for Water and/or Sanitary Sewer Improvements The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The purpose of this project is to update plans and specifications for Contract 68 Part 2 and 3 Sanitary Sewer Rehabilitation project. The project has been shelved, and the ENGINEER will be responsible for updating the plans and specifications to the latest CITY standards for the purpose of bidding and construction. The project contains about 10,000 linear feet of 8-inch and 10-inch sanitary sewer replacement WORK TO BE PERFORMED Task 100. Final Design Task 200. Bid Phase Services TASK 100. FINAL DESIGN (100% CONSTRUCTION PLANS AND SPECIFICATIONS). 1. Update Plans a. ENGINEER will update latest plans dated October 3, 2008, to address CITY comments as provided on December 14, 2009. Comments include references to old design details, replacement of standard details with the latest CITY approved standard details, and update contact information and titles on cover sheet. b. ENGINEER will conduct project site review and update plans with any noticeable surface changes. c. ENGINEER will verify that design meets the latest TCEQ and City of Fort Worth design standards. d. ENGINEER will provide eleven (11) half-size set of plans to the CITY for utility clearance. 2. Update Specifications a. ENGINEER will updated specification document with the latest standard documents found on CITY's Buzzsaw website. b. ENGINEER will submit an updated construction cost estimate to the CITY for MWBE participation goals to be used on this project. ATTACHMENT "A" TO STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES (REV 11-1-09) PAGEtOF4 ® No further plan reviews are required. ® ENGINEER will not perform additional utility research or field survey of the project area. DELIVERABLES A. Updated Engineer's Opinion of Probable Construction cost for MWBE participation goals. B. Original cover mylar for the signatures of authorized CITY officials. C. Eleven (11) half-size set of plans for utility clearance. D. 100% construction plans and specifications. E. Detailed estimates of probable construction costs including summaries of bid items and quantities using the CITY's standard bid items and format. TASK 2. BID PMASE SERVICES. ENGINEER will support the bid phase of the project as follows. 1. Bid Support a. Deliver Bid Documents ® The ENGINEER will make available for bidding up to fifty (50) sets of the final approved and dated plans and specifications and contract documents at the Fort Worth office of Jacobs Engineering Group Inc. ENGINEER will maintain bidders list and provide updated plan holders list to the CITY project manager. b. Bidding Assistance ® The ENGINEER shall log all significant bidders questions and I equests and the response thereto. The ENGINEER will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidders questions and requests, in the form of addenda. ® Attend the prebid conference in support of the CITY. ® The ENGINEER shall assist in reviewing the bids for completeness and accuracy. The ENGINEER shall attend the project bid opening in support of the CITY, tabulate and review all bids received for the construction project, assist the CITY in evaluating bids, and recommend award of the contract. ® Incorporate all addenda into the contract documents and issue conformed sets. ATTACHMENT "A' TO STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES (REV 11-1-09) PAGE20F4 c. Assistance during Construction ® Assist City in conducting one (1) pre -construction conference with the Contractor. d. ENGINEER will provide one (1) mylar copy of the construction plans to the CITY for their use. ® Mylar Drawings The ENGINEER shall submit a set of sealed mylar drawings (conformed if applicable) for record storage. Record Drawings shall also be submitted as an Adobe Acrobat PDF format (version 6.0 or higher) file and DWF format. There shall be one (1) PDF file and one (1) DWF file for the TPW plan set and a separate PDF and DWF file for the Water plan set. Each PDF and DWF file shall contain all associated sheets of the particular plan set. Singular PDF and DWF files for each sheet of a plan set will not be accepted. PDF and DWF files shall conform to naming conventions as follows: 1. Water and Sewer file name example — "X-35667_org36.pdf" where "X=35667" is the assigned file number obtained from the CITY, "_org" designating the file is of an original plan set, "36" shall be the total number of sheets in this file. Example: X-12755_orgl8.pdf Doth PDF and DWF files shall be submitted on one (1) Compact Disk, which will become property of and remain with the CITY. Floppy disks, zip disks, e-mail flash media will not be accepted. For information on the proper manner to submit files and to obtain a file number for the project, contact the Department of Transportation and Public Works Vault at telephone number (817) 3 )2-8426. File numbers will not be issued to a project unless the appropriate project numbers and fund codes have been assigned and are in the Department of Transportation and Public Works database. ATTACHMENT "A" TO STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES (REV 11-1-09) PAGE 3 OF 4 aaamialLiMAIMMOM • The project will be bid only once. ® Up to 50 sets of construction documents will be sold to plan holders and/or given to plan viewing rooms. Any additional plan sets will be considered additional services. ® 1 copy full size (24" x 36") Iylar plans (conformed, if applicable) with a CD will be delivered to the CITY. ® CITY will advertise project for bidding. ® City will not require M/WBE participation unless the contract value exceeds $25,0000 If the contract value exceeds $25,000 a M/WBE participation goal shall be established through amendment of this Agreement. A. Addenda B. Bid tabulations C. Recommendation of award D. Construction documents (conformed, if applicable) E. Conformed mylar plans with CD ATTACHMENT "A" TO STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES (REV 11-1-09) PAGE40F4 Professional Services Consultant Agreement Rev 10.6.09 ATTACHMENT "B" FEE SCHEDULE Page 10 of 10 ATTACHMENT "B" COMPENSATION AND SCHEDULE CONTRACT 68 PART 2 AND 3 SANITARY SEWER REHABILITATION PROJECT PLAN UPDATE I. COMPENSATION A. The Engineer shall be compensated a total lump sum fee of $15,298 as summarized in Exhibit "134". Payment of the total lump sum fee shall be considered full compensation for the services described in Attachment "A" and Exhibit "A-1" for all labor materials, supplies and equipment necessary to complete the project. B. The Engineer shall be paid in monthly payments as described in Exhibit "B-1 " upon receipt of individual invoices from the Engineer. In this regard, the Engineer shall submit invoices for monthly payments as described in Exhibit 1113-1 ", Section 1- Method of Payment, Items a to c. Each invoice is to be verified as to its accuracy and compliance with the terms of this contract by an officer of the Engineer. IL SCHEDULE A. Final Plans shall be submitted for bidding within 30 calendar days after the "Notice to Proceed" letter is issued. EXHIBIT "B=1" (SUPPLEMENT TO EXHIBIT B) CONTRACT 68 PART 2 AND 3 SANITARY SEWER REHABILITATION PROJECT PLAN UPDATE I. METHOD OF PAYMENT The Engineer shall be paid monthly on the basis of statements prepared from the books and records of account of the Engineer. The aggregate of such monthly partial payments shall not exceed the following: A. Until satisfactory completion of Attachment "A", Task 1 and Task 3 hereunder, a sum not to exceed 80 percent of the maximum fee. B. Until satisfactory completion of Attachment "A", Task 2 hereunder, a sum not to exceed 95 percent of the maximum fee, less previous payments. C. Balance of earnings to be due and payable after the pre -construction meeting for the Project has been conducted. An officer of the ENGINEER shall verify the accuracy of each invoice submitted which shall comply with the terms of this agreement. I1. PROGRESS REPORTS The Engineer shall submit to the designated representative of the Director of the Water Department monthly progress reports covering all phases of design by the 15" of every month in the format required by the City. HOURLY RATE SCHEDULE Invoices for the work performed shall be submitted on a monthly basis by Jacobs. Invoices are due and payable on receipt. Monthly invoices will be based upon the following schedule of rates. Labor Category Hourly Rate Range Program Manager / Principal $216 - $234 Sr. Project Manager $180 - $195 Project Manager $120 - $130 Project Engineer $94 - $101 Engineer $86 - $94 Sr. Designer $108 - $117 Designer $84 - $91 CADD Technician $65 - $70 Sr. Environmental Scientist $132 - $143 Environmental Scientist $84 - $91 Sr. Licensed Surveyor $132 - $143 Licensed Surveyor $94 - $101 Survey Technician $65 - $70 Survey Crew 2 man $96 - $104 Sr. Planner $120 - $130 Planner $84 - $91 Sr. Landscape Architect $120 - $130 Landscape Architect $94 - $101 Administration $65 - $70 Labor hourly rates above include overhead and profit. Out -of -Pocket expenses shall be compensated at cost plus 10% administration fee. These expenses include items such as copies, field supplies, courier services, travel expenses (air, hotel, meals), rentals, etc. Mileage expenses shall be compensated at the current Federal rate. SUMMARY OF DESIGN FEES Contract 68 Part 2 and 3 Sanitary Sewer Rehabilitation Project Plan Update Water Project No. P258-703170042087 and P258-703170042088 January 27, 2010 Mr. Roberto Sauceda Water Department City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 76102-6311 Reference: Dear Roberto Sauceda: We appreciate the opportunity to present this proposal and fee schedule for your consideration. Attached please find construction cost estimates, schedule, and exhibits depicting the scope of work. We propose to complete the proposed work in accordance with the following fee schedule: Basic Engineering Task 1 (Final Design Plans and Specifications) $10,770 Task 2 (Bid Phase Services) $3,368 Reproduction* 12 Sets of half-size Plans (utility clearance) 50 Sets of Construction Plans 50 Sets of Specifications 1 Set Mylar Construction Plans $1,160 *Estimated using 34 sheets per plan TOTAL NOT -TO -EXCEED $15,298 CHANGES AND AMENDMENTS TO STANDARD AGREEMENT FOR CONSULTING SERVICES Sanitary Sewer Rehabilitation Contract 68, Pari 2&3 Plan Update AMENDMENTS A. Article 6, Section 2 (1): The Consultant considers its insurance policies to be proprietary and therefore any such review of the applicable policies must be conducted at the Consultant's offices and is subject to a confidentiality agreement. B. Article 13: Amendments to the terms of this Agreement are included in Attachment C. A. Changes of Work: The CONSULTANT included in this contract which has been errors appearing therein when required to and without additional cost to the CITY. shall make such revisions in the work completed as are necessary to correct do so by the City without undue delays If the CITY finds it necessary to request changes to previously satisfactorily completed work or parts thereof, the CONSULTANT shall make such revisions if requested and as directed by the CITY. This will be considered as additional work and paid for as specified under Additional Work. B. Additional Work: Work not specifically described under "Scope of Services" must UV approved by supplemental agreement to this contract by the CITY before it is undertaken by the CONSULTANT. If the CONSULTANT is of the opinion that any work he has been directed to perform is beyond the scope of this agreement and constitutes extra work, he shall promptly notify the CITY in writing. In the event the CITY finds that such work does constitute extra work, then the CITY shall so advise the CONSULTANT, in writing, and shall provide extra compensation to the CONSULTANT for doing this work on the same basis as covered under Compensation and as provided under a supplemental agreement. The lump sum fee shall be adjusted if additional work is approved by supplemental agreement and performed by the CONSULTANT. C. Consequential Damages: Notwithstanding any other provision of this Agreement to the contrary, the parties hereto mutually agree that neither party shall be liable to the other for any indirect, incidental, consequential, exemplary, punitive or special damages or loss of income, profit or savings of any party, including third parties, arising directly or indirectly from the parties' relationship under this Agreement or applicable law. D. Limit Use to Hard Copies: As a component Agreement, Consultant may deliver electronic (the "Electronic Files") in addition to printed of the Services provided under this copies of certain documents or data copies (the "Hard Copies") for the convenience of the City. City and its consultants, contractors and subcontractors may only rely on the Hard Copies furnished by Consultant to City. If there is any discrepancy between any Electronic File and the corresponding Hard Copy, the Hard Copy controls. Acceptance Procedure: City acknowledges that Electronic Files can be altered or modified without Consultant's authorization, can become corrupted and that errors can occur in the transmission of such Electronic Files. City agrees that it will institute procedures to preserve the integrity of the Electronic Files received from Consultant until acceptance. City further agrees that it will review the Electronic Files immediately upon receipt and conduct acceptance tests within thirty (30) days, after which period City shall be deemed to have accepted the Electronic Files as received. Consultant will undertake commercially reasonable efforts to correct any errors in the Electronic Files detected within the 30-day acceptance period. Consultant shall not be responsible to maintain the Electronic Files after acceptance by City. F. Warranty of Compatibility: Consultant does warrant or represent that the Electronic Files will be compatible with or useable or readable by systems used by City or its consultants, contractors and subcontractors. Consultant is not responsible for any problems in the interaction of the Electronic Files with other software used by City or its consultants, contractors and subcontractors. D. Force Majeure: The Consultant is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the Consultant. CERTIFICATE OF AUTHORITY I, Todd H. Haba, do hereby certify that I am the Assistant Secretary of Jacobs Engineering Group Inc., a corporation duly organized under the laws of the State of Delaware, in the United States of America (the "Corporation"). I do further certify that Robert M. Clement is a Group Vice President of the Corporation and is duly authorized by the By -Laws, Articles of Incorporation, general resolutions and other authority of the Company to execute and deliver for in behalf of the Company, the Agreement for the Sanitary Sewar Rehabilitation Contract 68, Part 2 & 3. 1 further certify that such authority has not been repealed, rescinded, or amended. IN WITNESS WHEREOF, I have hereunto set my hand and attached the Corporate Seal of the Company on this day of 20� Todd H. Haba Ass istant]Secretary SEAL JDR08\2008 Certificates of Authority\Template —Generic