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HomeMy WebLinkAboutContract 43257 (2)PROFESSIONAL SERVICES AGREEMENT CnN sECRELARY C This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and MALOUF ENGINEERING INTERNATIONAL, INC., (the "Consultant" or "Contractor"), a Texas Corporation and acting by and through Mark Malouf, its duly authorized President / CEO, each individually referred to as a "party" and collectively referred to as the "parties.," CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Schedule of Fees 4. Exhibit C — Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional engineering services for the purpose of providing tower structural analysis, tower modification design, electrical engineering support and tower inspection/verification mapping. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for one year ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement shall be renewable at the option of the City for two additional terms of one year each (each a "Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $30,000.00 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. Professional Services Agreement Malouf Engineering 05-2---1 2 P02.44 IN 1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, Tr! Revised October 2011 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the Professional Services Agreement Revised October 2011 Malouf Engineering 2 provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. it is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, and not as agent representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co - employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Professional Services Agreement Revised October 2011 Malouf Engineering 3 Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis (c) Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Services Agreement Revised October 2011 Malouf Engineering 4 Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attomey at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws ordinances rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. Professional Services Agreement Revised October 2011 Malouf Engineering 5 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile. (817) 392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. Malouf Engineering International, Inc. Attn• Mark Malouf 17950 Preston Road, Suite 720 Dallas, TX 75252-5635 Facsimile. (972) 783-2583 Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ whether as employee or independent contractor any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to 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. Professional Services Agreement Revised October 2011 Malouf Engineering 6 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet theft respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. 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 one and the same instrument 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. Professional Services Agreement Revised October 2011 Maloof Engineering 7 26. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section 'Consultant Personnel"), requires access to the City's computer network in order to provide the services herein Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit ` D" and incorporated herein for all purposes. 27. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant 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. Consultant 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. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant 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 Consultant 28. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail phone conference, in person meetings, or other reasonable means to resolve any claim, dispute breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules goveming mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney s fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. Professional Services Agreement Revised October 2011 Malouf Engineering 8 29. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Revised October 2011 Malouf Engineering 9 'I._a IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 11/1,7 day of , 20 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Susairi Alanis A-s-siStant jCity Manager Date: L ATTEST:: By: /r>-( 1 Mary Kayser City Secretary a/L'ut,{, Malouf Engineering International, Inc: By: �- y Name:' Mark Mp 1 ou e na tlt Title: President dcrie1.4.*°,1 kti i,3Q Date: tY 'n 05/15/2012 ri Si o 0412151 g% rc:1 (Cie 0 TTEST: 1o08-Yugy s x±' oo°� `7 By: rEILNac,' ironave. APPROVED AS TO FORM AND LEGALITY: Maleshia B Farmer Assistant City Attorney CONTRACT AUTHORIZATION: M&C: t\bat-- Date Approved: - Liz Adkins OFFICIAL. RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Revised October 2011 Malouf Engineering 10 EXHIBIT A STATEMENT OF WORK Professional Services Agreement Revised October 2011 Malouf Engineering 1 1 City of Fort Worth Proposal 5/15/2012 Attachment A-1 Scope of Services: THIS PROPOSAL SHALL INCLUDE ALL ENGINEERING EFFORT FOR THE FOLLOWING LIMITED SCOPE OF SERVICES: I - TOWER STRUCTURAL ANALYSIS: 1. Perform a Structural computer static Analysis of existing tower based on data furnished with all present and proposed future antennae loading in conformance with the TIA/EIA 222-G Standard Requirements. All tower and antenna data is assumed to be furnished to MEI. 2. Prepare and furnish a CAD drawing on the tower mast, including labeling member sizes and showing the location of all antennae with identification. Analyze existing foundations and/or anchors for new tower foundation reactions where data is available. 4. Prepare an Engineering Report for each Tower which would include Analysis, Results and General Recommendations. MEI will provide one (1) electronic copy of the report. 5. All Engineering Reports will be sealed by a Professional Engineer registered to practice in the State of Texas. The estimated turn -around time for the structural analysis of each tower will be about 3-5 working days from the date of approval and/or of receipt of the complete tower information data. II - TOWER MODIFICATION DESIGN Perform additional Structural Analysis, as required, of the existing tower to optimize proposed modifications required in conformance with the ANSI/TIA/EIA 222-G Standard Requirements for the existing and new antenna loading. 2. Design structural modifications as required by the structural analysis results for the following items, as required for each site: a) Modify guy sizes and specify new guy assemblies, as required. b) Modify tower leg members by strengthening or by mid -bracing, as required. c) Modify tower diagonal members by strengthening, as required. d) Modify tower horizontal members by strengthening, as required. e) Modify foundation or design new one, as required. Prepare modification working CAD drawings and Technical Specification Notes. The drawings will be sealed by a Professional Engineer registered to practice in the State of Texas. MEI will provide one (1) electronic copy of the modification letter and drawings. The estimated turn -around time for the modification drawings will be about 7-15 working days from the date of approval and/or of receipt of the complete data. MALOUF ENGINEERING INT'L, INC. STRUCTURAL CONSULTANTS 17950 PRESTON ROAD, SUITE 720 ■ DALLAS, TEXAS 75252-5635 . TEL : 972 / 783-2578 FAX: 972 / 783-2583 City of Fort Worth Proposal 5/15/2012 Attachment A-1 - Continued III - TOWER INSPECTION / VERIFICATION MAPPING 1. Perform a Site Visit and a Tower Mapping to gather information to be used in the Structural Analysis of the subject tower or to verify tower work. Data collected shall include tower dimensions and configuration, member sizes, types bolt sizes and locations of existing antennas, transmission lines or other equipment installed on tower guy wire sizes if applicable, dimensions of above ground portions of foundations and general visual condition of tower and foundation. Ultra -sonic measurement equipment will be available to be used for measuring pipe wall thickness where applicable. 2. Prepare a letter of findings, with applicable relevant photos and recommendations. The inspection report may be included as part of the Engineering Report furnished. Schedule of Fees MALOUF ENGINEERING INTERNATIONAL, INC. agrees to furnish the previously outlined Scope of Services, with payment due 30 days from invoice date, for the fixed sums as follows: I - TOWER STRUCTURAL ANALYSIS: Scope of Services Item Nos. 1 to 5 Structural Computer Analysis, Study and Report on tower structures moderately loaded. No special candelabras or platform analysis are included. The following Flat Fees: Initial Analysis . $ 2,000.00 / tower Subsequent Analysis : $ 1,500.00 / tower (when re -analysis is within 9 months from last analysis) : $ 2,000.00 / tower (when re -analysis is more than 9 months from last analysis) II - TOWER MODIFICATION DESIGN: Scope of Services Item Nos. 1 to 3 Estimated fee of $ 1,800.00 to $ 6,500.00 Varies based on modification extent and type of tower. III - TOWER INSPECTION / VERIFICATION MAPPING Scope of Services Item Nos. 1 to 2 Estimated fee of $ 1, 000.00 to $ 2, 000.00 Varies based on type of tower and time required. Please note that the above quoted fees are valid for a period of one year Effective May 15, 2012. Additional Engineering Any additional Engineering, Modification Design and/or Inspection effort not included in the above Scope of Work, and if so requested will be invoiced at the rates shown on the attached Schedule of Fees. Special Condition Notes 1. The engineering report will include general recommendation for modifications, as required; however, no design or modification drawings are included in this Proposal. 2. Where tower is presently installed on roof of existing buildings, no analysis of the support frame / structure is included in this proposal fees. Additional effort will invoiced based on the attached Schedule of Fees 3. Modification drawings are working drawings that show modification and installation requirements and related details. They are not shop drawings. 4. All printing and reproduction cost in excess of two (2) analysis reports and four (4) drawing sets for each site shall be invoiced as an expense item based on attached rate schedule MALOUF ENGINEERING INT'L, INC. STRUCTURAL CONSULTANTS 17950 PRESTON ROAD, SUITE 720 is DALLAS, TEXAS 75252-5635 . TEL : 972 / 783-2578 FAX: 972 / 783-2583 EXHIBIT B PAYMENT SCHEDULE Professional Services Agreement Revised October 2011 Malouf Engineering 12 City of Fort Worth Proposal 5/15/2012 Attachment A-2 Schedule of Fees SPECIAL ENGINEERING & MODIFICATIONS Fixed cost estimates will be furnished for any special design and modifications. The cost estimates will be based on the following rate schedule. Office Hourly Rates Principal / Prof. Engineer Design Engineer CAD Designer Field Survey Design Engineer Tower Climber Hourly Rate plus 1.15 x Travel Expenses. Additional Reports/Prints Additional Report Additional B' size Print - per set Express Mailing $ 165.00 $ 115.00 $ 85.00 $ 125.00 / Hr $ 90.00 / Hr $ 25.00 $ 10.00 $ 35.00 MALOUF ENGINEERING INT'L, INC. STRUCTURAL CONSULTANTS 17950 PRESTON ROAD, SUITE 720 ■ DALLAS, TEXAS 75252-5635 . TEL : 972 / 783-2578 FAX: 972 / 783-2583 City of Fort Worth Proposal 5/15/2012 05/15/2012 Beatrice De Hoyos CITY OF FORT WORTH Tower Analysis Proposal Misc. Sites 817/392 6640 817/871-8654 MALOUF ENGINEERING INT'L, INC. STRUCTURAL CONSULTANTS 17950 PRESTON ROAD, SUITE 720 . DALLAS, TEXAS 75252-5635 . TEL : 972 / 783-2578 FAx: 972 / 783-2583 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Malouf Engineering International, Inc. Legal Address: 17950 Preston Rd, Ste 720 Dallas, TX 75252 Services to be provided: Structural Engineering -Services Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Mark Malouf, PE Position. resident Z'SignatLte G` 2. Name: Position: Signature 3. Name: Position: Signature 4ignaturiof Pre 'd / CEO Other Title: Presgident Date: 05/15/2012