HomeMy WebLinkAboutContract 58225 10/12/2022
CSC No. 58225
2:48 PM
DESIGN PROCUREMENT AGREEMENT
FOR
RANCHO CANYON WAY WATER LINES
This DESIGN PROCUREMENT AGREEMENT ("Agreement") is entered into by and
between the City of Fort Worth,a home-rule municipal corporation of the State of Texas("City"),
acting by and through, its duly authorized Assistant City Manager, and GBTM Sendera,LLC, a
Delaware limited liability company ("Developer"), acting by and through its duly authorized
representative. City and Developer are referred to herein individually as a party and collectively
as the parties.
Recitals
WHEREAS, Developer is designing and constructing a residential development west of
Highway 156 and south of Eagle Parkway known as Madero; and
WHEREAS, in order to develop the property, Developer is required to design and
construct approximately 620 linear feet of a 16" water main in Rancho Canyon Way to serve
Northside IV lots north of Rancho Canyon Way; and
WHEREAS, to meet regional demands, the City desires to oversize approximately 620
linear feet of 16" water main needed by Developer in Rancho Canyon Way to a 30" water main
and to oversize the length of the water main by approximately 3,285 linear feet ("Project") as
further described in Exhibit "A" which is attached hereto and incorporated herein by reference;
and
WHEREAS, City and Developer desire to enter into this Agreement in order to design the
Project and accomplish the goals of the parties; and
WHEREAS,Developer has determined that LJA Engineering,Inc. ("Design Consultant")
should design the Project based on demonstrated competence and qualification to perform the
design consultant services for a fair and reasonable price; and
WHEREAS, City staff have reviewed the scope, fee and schedule for the design of the
Project and find them to be fair and reasonable; and
WHEREAS, Developer will initially fund the costs of Design Consultant and City will
reimburse Developer for 95.5% of the design costs in an amount not to exceed $165,353.48; and
WHEREAS, City and Developer intend to execute a Community Facilities Agreement
("CFA"), or other similar agreement, that provides for the Developer to construct the Project and
seek reimbursement from the City for the City's share of the construction costs and eligible
construction expenses as agreed by the parties in the CFA; and
WHEREAS, Developer shall not earn a fee based upon the City's portion of the design
fees paid to Design Consultant;
OFFICIAL RECORD
Design Procurement Agreement for Rancho Canyon Way Water Lines
GBTM Sendera,LLC CITY SECRETARY
FT. WORTH, TX
NOW, THEREFORE, for and in consideration of the above recitals and the mutual
covenants and agreements herein contained,the City and Developer agree as follows:
SECTION 1
GENERAL REQUIREMENTS
1.1 City and Developer agree that recitals stated above are true and correct and incorporated
into the Agreement by reference.
1.2 The Project will generally consist of certain public infrastructure in the form of
approximately 620 linear feet of 16 inch water main oversized to a 30" water main and
extension of the 30" water main approximately 3,285 linear feet within Rancho Canyon
Way as further depicted in Exhibit"A."
1.3 Developer will retain LJA Engineering, Inc. as the design consultant for the Project
("Design Consultant") pursuant to a written agreement to which the City consents, a copy
of which is attached hereto as Exhibit"B" and incorporated herein by reference.
1.4 City agrees to pay Developer for 95.5% of the actual cost for the design and construction
phase services of the Design Consultant for the Project ("City's Share"), in a total
amount not to exceed $165,353.48 as more specifically detailed in the Level of Effort
in Exhibit "C"which is attached hereto and incorporated herein by reference. The 95.5%
City,4.50% Developer cost share was determined as follows:
City
Need Developer
Developer City Capacity capacity Developer
Location Required Need Length (GPM) (GPM) 96 share
future Rancho
Canyon Way 16" 30" 620 15421.3 4386.5 28,496
future Rancho 0" (not
Canyon Way needed) 30" 3285 1542.1.3 0 0%
Developer Weighted Average; 4.59b
City Weighted Average: 95.5%
The design of the Project includes,as appropriate,the preparation of engineering drawings,
studies, renderings, contract specifications, estimates, and other documents necessary to
construct the improvements contemplated by this Agreement("Construction Documents").
Developer shall pay all invoices received by Developer from Design Consultant for the
design of the Project. City will pay to Developer the City's Share of the design phase
services for the design of the Project within 30 days after: (a) the construction plans are
approved by the City Plan Commission or the Engineering Manager of the Infrastructure
Plan Review Center ("IPRC"); (b) Developer delivers an invoice from Developer to the
City for the City's Share of the design cost; and (c) Developer delivers to the City a copy
of the invoice from the Design Consultant to Developer for the design of the Project. City
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GBTM Sendera,LLC
will pay to Developer the City's Share of the construction phase services for the Project
within 30 days after: (a)the improvements have been constructed and accepted by the City
as evidenced by execution of the document commonly referred to as the green sheet; (b)
delivery to the City of as-built drawings of the improvements; (c) Developer delivers an
invoice from Developer to the City for the City's Share of the construction phases services
for the Project; and(d)Developer delivers to the City a copy of the invoice from the Design
Consultant to Developer for the construction phase services for the Project. Developer
shall submit all requests for payment to DSWS(cr�,fortworthtexas.gov to deliver all payment
request and supporting documents to the City. Developer must register as a vendor of the
City in order for City to pay Developer the City's Share of the design costs. City shall
have the ultimate right to approve or disapprove the Construction Documents, such
approval not to be unreasonably withheld, delayed, or conditioned.
1.5 Provided the City has reimbursed Developer for all submitted invoices that collectively do
not exceed the cap amount on the City's Share contemplated in Section 1.4, City shall own
the plans and other documents and work product Design Consultant creates for the design
of the Project. In the event this Agreement is terminated, City shall have the right to enter
into an agreement with Design Consultant to complete the design of the Project.Developer
shall include the City's ownership right in the plans for the Project and the City's right to
enter into an agreement with Design Consultant to complete the design of the Project if this
Agreement is terminated in Developer's agreement with Design Consultant
1.6 The parties intend to execute a Community Facilities Agreement("CFA")for construction
of the Project after approval of the CFA and appropriation of funds by the City Council.
The parties intend for the City to pay 95.5% of the construction costs and the Developer to
pay 4.5%of the construction costs under the CFA.Developer will be responsible for paying
the CFA application fee associated with the Project. Developer intends to privately bid the
proj ect.
1.7 The CFA will establish each parry's responsibility for soft costs, including but not limited
to, material testing costs, administrative material testing fees, construction inspection
service fees, water lab testing fees, public bidding advertisement costs, franchise utility
relocations, and easements. City intends to pay 95.5% of material testing costs,
administrative material testing fees, construction inspection service fees,water lab testing
fees, public bidding advertisement costs, franchise utility relocations, and easements.
Developer will be responsible for obtaining and paying for all permits, including but not
limited to TXDOT permits and railroad crossing permits.
SECTION 2
TERNIINATION
2.1 Termination. This Agreement may be terminated by either party upon delivery of written
notice to the other party of such intent to terminate; provided, however, the City may not
terminate this Agreement in bad faith for the purpose of avoiding its reimbursement
obligation set forth in Section 1.3 above. City reasons for terminating the contract include,
but are not limited to, excessive time taken to adequately advance the project towards
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completion or irreconcilable differences of design or construction issues. If the City
terminates this Agreement after the design work for the Project has commenced, then the
City shall reimburse Developer for the City's Share of the design costs incurred or paid as
of the date of such termination, such reimbursement to be made within thirty (30) days of
the City's receipt of an invoice evidencing such costs.
2.2 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any
time during the term of the Agreement, the Fort Worth City Council fails to appropriate
funds sufficient for the City to fulfill its obligations under this Agreement, the City may
terminate the portion of the Agreement regarding such obligations to be effective on the
later of: (i) delivery by the City to Developer of written notice of the City's intention to
terminate or (ii) the last date for which funding has been appropriated by the Fort Worth
City Council for the purposes set forth in this Agreement;provided,however,the City shall
reimburse Developer for the City's Share of the design costs incurred or paid by Developer
as of the date of such termination, such reimbursement to be made within thirty (30) days
of the City's receipt of an invoice evidencing such costs.
SECTION 3
FORCE MAJEURE
3.1 If either party is unable, either in whole or part, to fulfill its obligations under this
Agreement(other than payment obligations) due to acts of God; strikes, lockouts, or other
industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots;
epidemics;public health crises; earthquakes; fires; floods;restraints or prohibitions by any
court, board, department, commission, or agency of the United States or of any state;
declaration of a state of disaster or of emergency by the federal, state, county, or City
government in accordance with applicable law; issuance of a Level Orange or Level Red
Alert by the United States Department of Homeland Security; any arrests and restraints;
civil disturbances; or explosions; or some other reason beyond the parry's reasonable
control (collectively, "Force Majeure Event"), the obligations so affected by such Force
Majeure Event will be suspended only during the continuance of such event; provided,
however, that any payment obligations of either party under this Agreement shall not be
excused or delayed by any Force Majeure Event.
SECTION 4
LIABILITY AND INDEMNIFICATION
4.1 DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEA TH, TOANYAND ALL PERSONS, OFANYKIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
DEVELOPER,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
4.2 DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY
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AND ALL CLAIMS,LAWSUITS,ACTIONS, COSTS,AND EXPENSES OFANYKIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS AND
ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING
DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I)
DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS(OTHER THAN THE CITI9, OR SUBCONTRACTORS
RELATED TO THE PERFORMANCE OF THIS AGREEMENT,EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY
LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR
SEPARATE CONTRACTORS. NOTHING HEREIN SHALL BE CONSTRUED AS A
WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS PROVIDED BY THE
LA WS OF TEXAS.
4.3 Developer shall require all of its subcontractors to include in their subcontracts a release and
indemnity in favor of the city in substantially the same form as above. This section shall
survive the expiration or termination of this Agreement.
4.4 Developer's agreement with the Design Consultant shall include a release and indemnity in
favor of City in substantially the following form:
"DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF FORT WORTH AGAINST LIABILITY FOR ANY DAMAGE CAUSED
BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT,
INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY DESIGN CONSULTANT OR
DESIGN CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR
ANOTHER ENTITY OVER WHICH THE DESIGN CONSULTANT EXERCISES
CONTROL."
SECTION 5
INSURANCE
5.1 Developer shall maintain the insurance requirements set forth in Exhibit "D", which is
attached hereto and incorporated herein for all purposes.
5.2 Developer shall require in its contract with Design Consultant that City is listed as an
additional insured on Design Consultant's insurance policy.
SECTION 6
NONDISCRINIINATION
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6.1 Developer shall not engage in any unlawful discrimination based on race, creed, color,
national origin, sex, age, religion, disability, marital status, citizenship status, sexual
orientation or any other prohibited criteria in performing the services under this Agreement.
SECTION 7
VENUE AND CHOICE OF LAW
7.1 Developer and City agree that 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, 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.
SECTION 8
THIRD-PARTY RIGHTS AND ASSIGNMENTS
8.1 The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create
any rights, contractual or otherwise,to any other person or entity.
8.2 Developer agrees that it will not subcontract or assign all or any part of its rights,privileges
or duties hereunder without the prior written consent of the City, and any attempted
subcontract or assignment of same without such prior consent of the City shall be void.
SECTION 9
BINDING COVENANTS
9.1 Subject to the limitations contained herein,the covenants,conditions and agreements made
and entered into by the parties hereunder are declared to be for the benefit of and binding
on their respective successors,representatives and permitted assigns, if any.
SECTION 10
INDEPENDENT CONTRACTOR
10.1 Developer shall perform all work and services hereunder as an independent contractor,and
not as an officer, agent, servant or employee of the City. Developer shall have exclusive
control of, and the exclusive right to control the details of the work performed hereunder,
and all persons performing same, and shall be solely responsible for the acts and omissions
of its officers, agents, employees and subconsultants (or subcontractors). Nothing herein
shall be construed as creating a partnership or joint venture between the City and
Developer, its officers, agents, employees and subconsultants (or subcontractors), and
doctrine of respondent superior has no application as between the City and Developer.
SECTION 11
AMENDMENTS, CAPTIONS,AND INTERPRETATION
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11.1 Except as otherwise provided in this Agreement, the terms and provisions of this
Agreement may not be modified or amended except upon the written consent of both the
City and Developer.
11.2 Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
11.3 In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more
strongly for, or against, any party,regardless of the actual drafter of this Agreement.
SECTION 12
GOVERNMENTAL POWERS AND IMMUNITIES
12.1 It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
SECTION 13
AUTHORIZATION AND COUNTERPARTS
13.1 By executing this Agreement on behalf of Developer,the person signing below affirms that
he or she is authorized to execute this Agreement and that all representations made herein
with regard to the signer's identity, address, and legal status are true and correct.
13.2 This Agreement may be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument.
SECTION 14
SEVERABILITY AND NO WAIVER
14.1 It is agreed that in the event any covenant, condition or provision herein contained is held
to be invalid by any court of competent jurisdiction, the invalidity of such covenant,
condition or provision shall in no way affect any other covenant, condition or provision,
and does not materially prejudice either Developer or City in connection with the rights
and obligations contained in the valid covenants, conditions or provisions of this
Agreement.
14.2 The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that
party's right to insist upon appropriate performance or to assert any such right on any future
occasion.
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SECTION 15
COMPLIANCE WITH LAWS
15.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
15.2 If City notifies Developer or any of its officers, agents, employees, contractors,
subcontractors,licensees,volunteers, or invitees of any violation of such laws, ordinances,
rules or regulations, Developer shall immediately desist from and correct the violation.
SECTION 16
NOTICES
16.1 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, postage prepaid, or by electronic mail, to
the address of the other party shown below:
To the City: To Developer:
Fort Worth Water Department GBTM Sendera, LLC
Attn: Matt Kusnir Attn: Bobby Samuel
200 Texas Street 2805 Dallas Parkway, Suite 400
Fort Worth, Texas 76102 Plano, Texas 75093
Email: Matt.Kusnir(cr,fortworthtexas.gov Email: bsamuel(a,greenbrickpartners.com
with copies to: with copies to:
City Attorney's Office
City of Fort Worth Attn:
200 Texas Street
Fort Worth, Texas, 76102
Email:
And
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
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SECTION 17
HEADINGS
17.1 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.
SECTION 18
RIGHT TO AUDIT
18.1 Developer 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 Developer involving transactions
relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Developer reasonable advance notice of intended audits.
18.2 Developer shall include in its contract with Design Consultant a right, until the expiration
of three (3)years after final payment under this Agreement, to have access to and the right
to examine any directly pertinent books, documents, papers and records of Design
Consultant involving transactions relating to this Agreement and the agreement between
Developer and Design Consultant. Design Consultant must agree that the City shall have
access during normal working hours to all necessary Design Consultant facilities and shall
be provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this section. City shall give Design Consultant reasonable advance
notice of intended audits.
SECTION 19
PROHIBITION ON BOYCOTTING ISRAEL
19.1 Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The
terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in
Section 808.001 of the Texas Government Code. By signing this contract, Developer
certifies that Developer's signature provides written verification to the City that
Developer: (1) does not boycott Israel; and(2) will not boycott Israel during the term of
the contract.
SECTION 20.
PROHIBITION ON BOYCOTTING ENERGY COMPANIES
20.1 Developer acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from
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entering into a contract for goods or services that has a value of$100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company
that it: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of the contract. The terms"boycott energy company"and"company"have
the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Developer
certifies that Developer's signature provides written verification to the City that Developer:
(1) does not boycott energy companies; and (2)will not boycott energy companies during
the term of this Agreement.
SECTION 21.
PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
21.1 Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is
prohibited from entering into a contract for goods or services that has a value of$100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms"discriminate against a firearm entity or firearm trade association,"
"firearm entity" and"firearm trade association"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Developer certifies that Developer's signature
provides written verification to the City that Developer: (1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
SECTION 22.
COMPLIANCE WITH PUBLIC INFORMATION ACT REQUESTS
22.1 The requirements of Subchapter J, Chapter 552, Government Code, may apply to
this Agreement and Developer agrees that the Agreement can be terminated if
Developer knowingly or intentionally fails to comply with a requirement of that
subchapter. Developer acknowledges that section 552.371 of the Texas Government
Code applies to this Agreement if. (1) this Agreement has a stated expenditure of at least
$1 million in public funds for the purchase of good or services by the City; or (2) this
Agreement results in the expenditure of at least$1 million in public funds for the purchase
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of goods or services by the City in a fiscal year of the City. To the extent that section
552.371 of the Texas Government Code applies to this Agreement,Developer shall comply
with section 552.372 of the Texas Government Code by: (1) preserving all contracting
information relating to this Agreement as provided by the records retention requirements
applicable to the City for the duration of the Agreement; (2) promptly providing the City
any contracting information related to this Agreement that is in the custody or possession
of Developer on request of the City; and (3) on completion of the Agreement, either (a)
providing at no cost to the City all contracting information related to the Agreement that is
in the custody or possession of Developer; or (b) preserving the contracting information
relating to the Agreement as provided by the retention requirements application to the City.
23.
SOLE AGREEMENT
23.1 This Agreement, including any exhibits attached hereto and any documents incorporated
herein, contains the entire understanding and agreement between the City and Developer,
and any lawful assign and successor of Developer, 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.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS THEREOF, the parties have made and executed this Agreement to be
effective on the date signed by the City's Assistant City Manager.
CITY OF FORT WORTH: DEVELOPER:
GBTM Sendera, LLC
"5;3
�GLYAU�l� Bobby Samuel(Oct 6,202211:41 CDT)
Dana Burghdoff(Or6t 12,20 09:46 CDT)
Bobby Samuel
Dana Burghdoff Development Manager
Assistant City Manager Oct 6, 2022
Date:
Date: Oct 12, 2022
RECOMMENDED BY:
Chair h`�cle�
Chris Harder(Oct 11,2022 16:12 CDT)
Christopher Harder, P.E.
Water Department Director
APPROVED AS TO FORM AND
LEGALITY:
Contract Compliance Manager:
By signing,I acknowledge that I am the person
Richard A.McCracken(Oct 12,202209:23 CDT) responsible for the monitoring and administration
Richard A. McCracken of this contract,including ensuring all performance
Sr. Assistant City Attorney and
d reporting requirements.
ATTEST: 4 Uf
ao Taylor Gunderman, P.E.
J ette S.Goodall(Oct 12,2022 14: CDT)T) Engineering Manager
Jannette S. Goodall -anFoRr��a
City Secretary ��°°°°°°°°000,, AGREEMENT AUTHORIZATION:
�O O°�d�
Oct 12 2022 � ° ��d
Date: Ov o o=� M&C: 22-0411
dp� °°°° *,� Date approved: 6/14/22
d�a0000000 r,nEXpSggd Form 1295: 2022-888794
OFFICIAL RECORD
Design Procurement Agreement for Rancho Canyon Way Water Lines CITY SECRETARY
GBTM Sendera,LLC
FT.WORTH, TX
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EXHIBIT B
DESIGN CONSULTANT AGREEMENT
(See attached)
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MASTER PROFESSIONAL SERVICES AGREEMENT
THIS MASTER PROFESSIONAL SERVICES AGREEMENT ("Agreement" or"MPSY) is made and entered into as of the 27th
day of August ,2020 by and between LJA Engineering, Inc.("Professional")and GRBK Edgewood LLC or its assigns,
as set forth herein("DEVELOPER").
This Agreement includes and incorporates by reference the following Addenda (which may change from time to time) and
any document referenced therein:
Scope of Work Addendum;
Master Pricing Schedule,as applicable;
Insurance Addendum;
Job Rules Addendum;and
State Law Addendum,as applicable.
the preceding collectively referred to herein as a"Project Order"when issued by DEVELOPER to Contractor for a Project.
DEVELOPER desires to have an experienced and fully-qualified professional perform certain professional services in
accordance with DEVELOPER's requirements, the applicable standard of care and the terms and conditions stated herein (for
convenience,the professional services and any associated undertaking connected to the professional services are referenced herein
as"Services").
DEVELOPER is developing and/or constructing improvements, generally for the end-use by subsequent residential owners
on lots,in subdivisions and properties,in multiple locations for which DEVELOPER and Professional may execute further Project Orders
as referenced in the form of the Addenda from time to time. Professional represents that it is an experienced professional,
knowledgeable and experienced in performing the Services. Professional represents that it is sufficiently knowledgeable of the
requirements,rules and regulations of all governmental authorities applicable to the Services. Professional and DEVELOPER shall act
reasonably and cooperate with each other in connection with their obligations under this Agreement. Professional's cooperation shall
include, but is not limited to informing DEVELOPER of management decisions that could reasonably expect to have a material effect
on the obligations required to be performed under this Agreement.
DEVELOPER and Professional, for and in consideration of the mutual promises, covenants, agreements and provisions
stated herein, hereby agree as follows:
1. TERM OF AGREEMENT AND SCOPE OF SERVICES.
1.1 TERM OF AGREEMENT. This Agreement is an open-ended contract with no stated expiration date and is
applicable to all Services, modifications, supplements, and amendments until such time as either DEVELOPER or Professional
terminates this Agreement in accordance with the terms and conditions herein and, in such event, both parties'obligations hereunder
shall continue in full force and effect for Services performed by Professional notwithstanding such termination.
1.2 SCOPE. This Agreement and all the terms and conditions herein are applicable to all Services performed, in
jurisdictions and places in which Professional is licensed and DEVELOPER or its parent, subsidiaries, related entities and/or assigns
do business on and after the date of the execution of this Agreement,including but not limited to entities not yet created under applicable
law,and no additional writing or formal assignment is required for the applicability of this Agreement. From time to time, DEVELOPER
may request that Professional perform Services for selected properties identified in a"Project Order"or"Extra/Variance Project Order"
(collectively an"Order") provided by DEVELOPER. The Services shall be performed in accordance with the given specifications and
the normal and customary standard of care applicable in the jurisdiction where the Services are to be performed. DEVELOPER will
issue an Order to Professional but may issue Orders through electronic means; upon acceptance of the Order and/or the performance
of the Services, the Order becomes a part of this Agreement, and subject to the terms and conditions herein. Professional is not
authorized to start any Services without an Order provided and authorized by DEVELOPER for such Services. Under no circumstance
shall DEVELOPER be liable for changes in the Services unless an Order authorizing such change has been approved by DEVELOPER.
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The Professional's start of or performance of any part of the Services is acceptance by the Professional of the Contract Price and other
terms and conditions stated in the applicable Order.
1.3 PERFORMANCE OF SCOPE OF SERVICES AND STANDARD OF CARE. Professional shall timely and properly
perform the Services in accordance with the normal and customary standard of care and skill for the profession in the jurisdiction where
the Services are to be performed, free from material errors, omissions and defects and in accordance with (i) the plans and
specifications, (ii)applicable manufacturer's specifications, recommendations and/or requirements, (iii) applicable industry standards,
building codes, rules, regulations,and legal requirements,and (iv)the requirements of the Schedule. No variations shall be allowed in
the performance of the Services unless expressly approved by DEVELOPER in writing. Professional shall provide all labor and
implements necessary to complete the Services in accordance with DEVELOPER's construction schedule agreed to and available to
Professional through electronic means(the"Schedule").Professional shall be responsible for and pay for all(i)labor,salaries,materials,
tools, equipment, supplies, (ii) transportation, storage facilities, offices, telephones, other overhead, shop drawings, supervision,
temporary or permanent facilities, and (iii) all other things necessary for the complete performance of the Services covered by this
Agreement and Order(s)issued pursuant to this Agreement.To the extent applicable for the jurisdiction, Professional shall secure and
pay for all of its own permits and governmental fees, licenses and inspections if necessary for the proper execution and completion of
Professional's Services.Upon payment in full for all undisputed amounts owed to Professional for services rendered,any and all permits
or governmental approvals, issuances or otherwise, shall be assigned to DEVELOPER, if allowed, or its designee professional in the
event this Agreement is terminated for any reason and Professional shall cooperate in any such assignment. In the event any
governmental authorities or third-parties require any additions, deletions or other changes as a condition to approving the Services,
Professional shall perform the Services in accordance with such changes, provided that if the changes required by the governmental
authorities or third parties require material changes to the Services,then Professional shall obtain written approval from DEVELOPER
before commencing the changed Services. If such changes are required because of fault on the part of Professional, it shall not be
entitled to any additional payments for performing the changed Services. Professional shall give DEVELOPER immediate written notice
if Professional foresees,experiences and/or is advised of any constraint,shortage and/or insufficiency in its ability to timely perform its
obligations under this Agreement and/or any Order. Unless Professional's inability to perform is due to Force Majeure Delay(defined
below),the giving of such notice shall not excuse Professional from its obligations in this Agreement or under any Order. In the event
of any such constraint, shortage and/or insufficiency, Professional shall, use its best efforts to promptly resolve any such issue and
increase its workforce, or work such overtime or expedite performance as may be required to bring its performance into compliance
with applicable requirements of this Agreement and the Order and, additionally, DEVELOPER may, at its sole discretion, option and
cost, locate,order and engage the Services directly.
1.4 INSPECTION AND INVESTIGATION OF PROFESSIONAL'S WORK/SERVICES AND JOBSITE. If applicable,
Professional shall investigate and study(i)the jobsite(ii)the plans and subdivision specifications("Specifications")for the Services,(iii)
any manufacturer's specifications,and(iv)all other conditions that may affect the Services,including subsurface conditions to the extent
Professional's standard of care would require such conditions to be addressed. By accepting an Order or starting performance of the
Services, Professional represents, as applicable, that it has noted no reasonably observable or identifiable deficiencies or problems
with the jobsite,the plans and Specifications,the manufacturer's specifications,or any other conditions which would impact its ability to
perform the Services in accordance with the requirements of this Agreement. If Professional subsequently discovers any discrepancies
among the plans, Specifications, manufacturer's specifications, and physical conditions, or any errors and omissions in associated
plans or specifications,conditions in the jobsite, if applicable,or in the layout as given that might affect the Services, Professional shall
immediately notify DEVELOPER both orally and in writing.Any Services performed by Professional relating to such discrepancy,error
or omission on the part of Professional shall be re-performed at Professional's sole expense. Prior to performing the Services,
Professional shall verify(i)that any proposed materials are adequate for the performance of the Services and in accordance with the
Specifications, and (ii)that all measurements or conditions relevant to Professional's Services are acceptable.Any engineering, soils
and geology reports,investigations,borings or other information available to DEVELOPER and provided to Professional were prepared
by third parties and made only for the purpose of study and design. DEVELOPER does not warrant or guarantee, either expressly or
impliedly,(i)the sufficiency or accuracy of the information or(ii)any of the conditions that exist. DEVELOPER may provide information,
reports, studies, site characterizations, advice, instructions, and similar information in its possession relating to the Project ("Data").
Professional may reasonably and in good faith rely upon the accuracy of Data provided by DEVELOPER or any third party designated
by DEVELOPER. Unless described as part of the Services, Professional is not required to audit,examine,or review data,documents,
or other evidence to verify the Data. However, Professional will not ignore the implications of information furnished to Professional and
may make reasonable inquiries if Data as furnished appears to be incorrect or incomplete. Professional makes no representations or
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warranties(express or implied)as the quality, accuracy, usefulness, or completeness of any Services to the extent Professional relies
on Data. Professional, its affiliates, its officers, directors, and employees shall have no liability whatsoever with respect to the use of
unreliable, inaccurate,or incomplete Data. If Professional,at any time, in Professional's opinion identifies additional conditions or other
variations in the jobsite conditions, information or documentation is inaccurate, insufficient or may result in loss to DEVELOPER,
Professional has the affirmative duty to give notice to DEVELOPER and make recommendations so that the Services performed or to
be performed are in compliance with the standards and obligations set forth herein.. Hazardous, archaeological, paleontological,
cultural,biological,or other materials,protected resources,unknown underground facilities,or other conditions("Conditions")may exist
at a site where there is no reason to believe they could or should be present. The Parties agree that the discovery of unanticipated
Conditions constitutes a changed condition mandating a renegotiation of the scope of Services. Professional shall notify DEVELOPER
should unanticipated Conditions be encountered. DEVELOPER retains title to all Conditions and shall report to the appropriate public
agencies,as required,any Conditions that may present a potential danger to the public health,safety,or the environment.DEVELOPER
shall execute any manifests in connection with avoidance,containment,transportation,storage,or disposal of Conditions resulting from
the site. DEVELOPER,or its designated representatives,as well as any public authority,or private authority having inspection rights of
and relating to the subject property, shall have the right to review, inspect, or observe Professional's Services at any time, and
Professional shall assist in and facilitate such reviews, inspections, or observations.
1.5 TIME FOR COMPLETION. Professional shall commence and perform the Services in accordance with the
Schedule, such Schedule being a material term to this Agreement and deemed incorporated herein by reference. Professional shall
make itself fully aware of the Schedule and shall proceed diligently to complete the Services in accordance with the Schedule and with
the standard of professional practice ordinarily exercised by the applicable profession at the time,without delay to DEVELOPER,or to
other contractors,subject to an equitable adjustment for delays caused by matters outside of Professional's control and not reasonably
anticipated ("Force Majeure Delay"). Professional must give DEVELOPER prompt notice of any such delay in order to receive an
extension of the Schedule.
1.6 PROFESSIONAL LICENSING AND REGISTRATION. Professional represents that Professional and all persons
and entities acting at the direction of or under Professional for the performance of the Services hereunder(i) have obtained all legally
required licenses necessary to perform the Services,(ii)are licensed and registered,and in good standing,and(iii)covenant to maintain
such licensing and registration in good standing throughout the term of the Agreement and shall fully comply with all applicable statutes
and rules of professional conduct at all times during the term of the Agreement. Professional shall maintain,at its sole cost and expense
licenses, registrations and other requirements attendant to the Services in good standing at all times, and available to DEVELOPER
upon request.
1.7 USE OF EQUIPMENT FOR SITE INSPECTIONS. Professional and any of Professional's subcontractors,
subconsultants or independent professionals shall use their own equipment, scaffolding and other materials to perform Services on
site,and not those of DEVELOPER or any of DEVELOPER's other contractors or third parties.
1.8 CORRECTIVE ACTION.Professional is responsible,at its sole cost,for promptly correcting any deficiencies,errors,
omissions and/or the failure to comply with the applicable standard of care in its Services(collectively,"Errors")noted by DEVELOPER,
any third-party inspectors, or DEVELOPER's customers. The failure of DEVELOPER or any third-party inspector to identify any such
Errors shall not constitute a waiver of claims related thereto or otherwise relieve Professional of its responsibility to perform the Services
in accordance with the requirements of this Agreement. Professional shall use commercially reasonable efforts and the applicable
standard of care to initiate corrective action on all items reported to Professional within forty-eight(48)hours of receipt of DEVELOPER's
notice. Professional shall be responsible for paying any damages, expenses and costs, including design and other
consultant/professional fees, construction costs, reasonable attorneys' fees and costs, and dispute resolution costs incurred by
DEVELOPER associated with the corrective action referred to herein.The requirements of Professional to take corrective action as set
forth herein does not create a contractual right to cure for Professional and does not prevent DEVELOPER from exercising any other
right or remedy in this Agreement, including but not limited to DEVELOPER's rights and remedies in the Event of Default (defined
below)or as otherwise allowed by law.
1.9 RIGHT TO REPAIR ACT. If applicable, Professional represents and warrants that it is familiar with any and all right
to repair statutory schemes. Professional shall fully cooperate with DEVELOPER in connection with any matters relating to said
statutory obligations or rights, including,without limitation, (i) providing copies of all applicable documents related to the construction,
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development or otherwise,and(ii)at DEVELOPER's request,participating in any and all dispute resolution processes and proceedings,
including but not limited to attending any inspections and providing destructive testing services and/or repair services, as applicable,
attending mediation and any other formal or informal processes agreed to by and between DEVELOPER and any complaining party in
connection therewith ("Non-Adversarial Proceedings"), all at Professional's sole cost and expense. If Professional fails or refuses to
participate in any Non-Adversarial Proceedings, DEVELOPER will, without prejudice to any other rights and remedies it may have,
repair,replace or correct any defective work resulting from Professional's Services,and Professional shall, immediately upon demand,
reimburse DEVELOPER the full cost of such corrective work, plus ten percent(10%)for DEVELOPER's administrative costs.
2. INDEPENDENT PROFESSIONALS. Professional shall maintain competent and sufficient staff and employ
professionals at all times that Professional is performing its Services so as to maintain full compliance with the terms and conditions of
this Agreement. Professional is permitted to use subcontractors,subconsultants or independent professionals to perform certain of its
obligations, provided that(i) use of subcontractors, subconsultants or independent professionals shall not relieve Professional of any
of its obligations under this Agreement, (ii) DEVELOPER retains the right to disapprove any subcontractor, subconsultant or
independent professional engaged by Professional, however, such disapproval right does not create any liability on the part of
DEVELOPER, and (iii) Professional shall remain fully responsible for all of its subcontractors', subconsultants' and independent
professionals'acts,omissions,compliance with and/or breach of this Agreement,and every other term and condition of this Agreement.
3. LEGAL REQUIREMENTS. Professional assures and represents that it is familiar with, and covenants to comply
with,all current,known and applicable laws,regulations and rulings of all federal,state,county and municipal jurisdictions and agencies
applicable to this Agreement and to the Services,including,without limitation,federal OSHA,state occupational safety and health laws,
workers' compensation and industrial insurance laws, minimum wage and overtime laws, employment discrimination laws, the Fair
Credit Reporting Act, FHA rules, building codes and all regulations and rules promulgated thereunder (collectively, the "Legal
Requirements"). Professional shall maintain all records required for compliance with the Legal Requirements in a place accessible to
DEVELOPER. To the maximum extent permitted by law, Professional shall defend, indemnify and hold DEVELOPER harmless from
and against all claims, losses, liabilities, fees, damages, fines, penalties, judgments and awards which may be asserted against or
suffered by DEVELOPER (including consultants' fees, reasonable attorneys' fees and other costs and damages incurred by
DEVELOPER) to the extent arising from or in connection with the breach or alleged breach of this section by Professional and/or
Professional's subcontractors,subconsultants or independent professionals,employees,and agents. DEVELOPER may withhold from
payment to Professional the full amount of any claims, losses, liabilities, fees, damages, fines, penalties, judgments and awards
assessed or threatened to be assessed against DEVELOPER by local,state or federal authorities,as well as a sum sufficient to cover
any consultants'fees, reasonable attorneys'fees and costs that are, or are anticipated to be, incurred by DEVELOPER as a result of
Professional's breach of this provision, and such withholding may be made on any and all Services regardless of the locale in which
the breach or alleged breach occurred, or the project or Order under which it arose. Any determination to withhold payments shall be
made in good faith and with written notice to Professional.When any such amounts are actually assessed and paid by DEVELOPER,
DEVELOPER will release to Professional any excess withheld.Either Professional or DEVELOPER may dispute responsibility forfailure
to comply with applicable Legal Requirements, and this Agreement shall not be considered a waiver of any right to dispute such
responsibility. Professional shall reimburse DEVELOPER for the full amount of any consultants'fees, reasonable attorneys'fees, legal
costs and all other expenses and damages that DEVELOPER may incur to contest responsibility which relates to Professional's failure
or alleged failure to comply with applicable Legal Requirements. Professional's compliance with applicable legal requirements is an
express condition of its right to perform services under this agreement.
3.1 SAFETY FOR ON-SITE WORK AND SERVICES. Professional and Professional's subcontractors,subconsultants,
independent professionals,employees and agents may as a part of the performance of the Services be required to go on-site,go onto
DEVELOPER property and/or property associated with the jobsite, and to such extent and regardless of purpose, Professional shall:
(a)conduct,operate and maintain a safe workplace and shall cause all of its subcontractors,subconsultants,independent professionals,
agents and employees to do the same;and(b)provide to its employees the protective clothing,equipment,training and safety devices
necessary to ensure compliance with relevant Legal Requirements. Professional shall be responsible for protecting against damage,
injury, or loss to persons and property arising out of the performance of its Services on site. Professional shall immediately notify
DEVELOPER orally and in writing of any job-related injury to or death of any person employed by Professional or otherwise under the
control of Professional in connection with the Services.
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3.2 ENVIRONMENTAL. If, during the course of its performance of the Services, Professional discovers a previously
unidentified environmental condition,then Professional shall immediately notify DEVELOPER, both orally and in writing, and shall not
proceed with any action that would disturb such environmental condition without DEVELOPER's approval.
3.3 HAZARDOUS SUBSTANCES LAWS. To the extent within the scope of work of Professional, Professional shall
immediately notify DEVELOPER in writing of all hazardous or toxic substances discovered during the performance of the Services. As
to any spill, release, discharge or negligent handling of any hazardous or toxic substance which is caused by Professional or
Professional's subcontractors, subconsultants, independent professionals, employees, agents, material suppliers or invitees,
Professional shall,at its sole expense,immediately take all reasonable,necessary and legally required actions to(i)prevent the further
spread of any spill, release or discharge, and (ii) properly cleanup said spill, release or discharge(including without limitation any soil
or water contaminated by such spill,release or discharge)in full compliance with all applicable laws and regulations and any additional
directions from DEVELOPER.
3.4 CONFLICTS OF INTEREST AND REPORTING.Professional shall avoid any conflicts of interest in the performance
of the Services, including but not limited to the taking or giving of anything of value outside the terms and conditions of this Agreement.
DEVELOPER believes in proper reporting of internal and external unlawful and other wrongful behavior.General examples of illegal or
dishonest activities include,but not limited to violations of federal,state or local laws;billing for services not performed or for goods not
delivered;and other fraudulent financial reporting. If Professional has knowledge or concern of illegal,dishonest or fraudulent activity,
Professional shall promptly provide written notice to DEVELOPER.
4. JOB RULES. To the extent Professional is required to go on-site in the performance of its Services, Professional
agrees to the rules and regulations set forth on the Job Rules Addendum provided herewith and agrees to require all of its workers and
subcontractors to agree to such rules and regulations.The Job Rules Addendum may be amended from time to time in DEVELOPER's
sole and exclusive discretion with notice to Professional.
5. INSURANCE,
5.1 INSURANCE. Before commencement of the Services, Professional shall procure and maintain at Professional's
expense the insurance set forth in the Insurance Addendum. Additionally, Professional shall require all of its subcontractors,
subconsultants and independent professionals to carry the same insurance coverages with the same policy endorsements as set forth
in this Agreement and the Insurance Addendum.The Insurance Addendum may be amended from time to time in DEVELOPER's sole
and exclusive discretion. Policies must be renewed and kept in force five (5) years after completion of the Services. Prior to
commencement of the Services, Professional shall deliver to DEVELOPER an original ACORD Certificate of Insurance acceptable to
DEVELOPER, which names"DEVELOPER and its subsidiaries and affiliates" as additional insureds or satisfy such requirement by
blanket additional insured endorsement(except on workers'compensation and errors and omissions/professional liability coverages),
and evidences the coverage and endorsements required herein and states that the coverage afforded under the policies will not be
cancelled unless at least thirty(30)days written notice (except 10 day notice of cancellation for non-payment of premium) is given to
DEVELOPER. Proof of workers' compensation insurance is not required if Professional's employees, agents, subcontractors,
subconsultants and independent professionals are not required to go on-site,go onto DEVELOPER property and/or property associated
with the jobsite in connection with this Agreement. If Professional subcontracts any portion of the Services and as requested by
DEVELOPER, Professional shall deliver to DEVELOPER for each of Professional's subcontractors, subconsultants and independent
professionals an ACORD Certificate of Insurance which evidences the same coverage and endorsements required herein.
5.2 LIMITATION OF LIABILITY. No employee or agent of Professional shall have individual liability to DEVELOPER.
DEVELOPER agrees that, to the fullest extent permitted by law, Professional's total liability to DEVELOPER for any and all injuries,
claims,losses,expenses,or damages whatsoever arising out of or in any way related to the Project or this Agreement from any causes
including, but not limited to, Professional's negligence, errors, omissions, strict liability, or breach of contract and whether claimed
directly or by way of contribution shall not exceed$2,000,000.00 per occurrence.
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6. CONTRACT PRICE AND MANNER OF PAYMENT.
6.1 CONTRACT PRICE. The Master Pricing Schedule & Scope of Services Addendum shall remain in full force and
effect unless and until modified in writing and signed by DEVELOPER and Professional. DEVELOPER shall pay Professional for the
Services performed as designated in an Order(collectively"Contract Price") in accordance with the Master Pricing Schedule and as
provided in this Agreement.The Contract Price agreed to between Professional and DEVELOPER shall be on an individual location or
market basis set forth in an Order issued by DEVELOPER. The Professional's acceptance of an Order and/or commencement of the
Services shall constitute acceptance by the Professional of the Contract Price stated on the applicable Order.
6.2 PAYMENTS TO PROFESSIONAL. So long as Professional is not in default and/or breach under this Agreement
and is in full compliance with this Agreement, DEVELOPER will make payments to Professional. Payments will be made in a manner
consistent with the then-existing internal business operations of DEVELOPER but not in a manner inconsistent with the law of the
applicable jurisdiction. In addition to the other requirements for payment herein, DEVELOPER may require Professional's certification
that all Services have been completed in accordance with this Agreement.No payment made by DEVELOPER to Professional,whether
such payment is a partial payment or a final payment, shall constitute a waiver of claims relating to incomplete,errors or omissions in
the Services performed by Professional.
Each payment is subject to DEVELOPER receiving, if requested,the following information and documentation:
i. The Order number;
ii. The amount of money already paid to Professional through the date of the payment application;
iii. The amount of money requested at the date of the payment application;
iv. The total due upon completion of the Services;
V. Applicable lien waivers, releases and/or all-bills-paid affidavits,as required;
vi. Professional's Federal Tax ID number;
vii. Proof of general liability insurance,workers'compensation coverage and other required insurance;
viii. Proof of payment of all applicable taxes;
ix. Names and addresses of all subcontractors,subconsultants and independent professionals;and
X. A certification from Professional or in the field by DEVELOPER that the amount to be paid is
representative of the completion of the Services.
DEVELOPER's obligation to make payment is further conditioned on the following,unless waived by DEVELOPER:
A. Professional has performed a part of the Services required by the Order in a manner that warrants billing
on a monthly basis in accordance with the Agreement;
xii. Executed waivers and releases that conform with applicable state laws, have been received by
DEVELOPER from Professional and, at DEVELOPER's option, from Professional's subcontractors,
subconsultants and independent professionals and/or any person or entity furnishing services to or
through the Professional("Professional's Payees").
xiii. Professional's affidavit that all Professional's Payees have been properly paid through the date of
Professional's payment request,and that there are no payments outstanding owed by Professional other
than those that are covered by the payment request.
6.3 PRICING CHANGE REQUESTS. Professional may request changes to one or more of the Master Pricing
Schedules by giving thirty(30) days written notice to DEVELOPER. Changes to the Master Pricing Schedule shall become effective
only for Orders issued after DEVELOPER and Professional execute a written modification to the Master Pricing Schedule.
6.4 WITHHOLDING OF PAYMENT. Without limitation of the other terms and conditions herein and to the extent
permitted by law, DEVELOPER may withhold payment otherwise due Professional (in whole or in part and at its sole and exclusive
discretion) in an amount reasonably necessary to protect DEVELOPER from and against loss,whether incurred or threatened, arising
out of Professional's Services or its breach of this Agreement.Any determination to withhold payment shall be made in good faith and
with written notice to Professional.
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6.5 TIMING OF PAYMENTS. If DEVELOPER receives a complete Application for Payment in compliance with this
Agreement by the tenth (loth)day of the calendar month, DEVELOPER will pay Professional the amount approved by DEVELOPER
on the fifteenth (15th) day of the same calendar month. If DEVELOPER receives a complete Application for Payment in compliance
with this Agreement after the tenth (10th) day of any calendar month, DEVELOPER will pay Professional the amount approved by
DEVELOPER no later than the fifteenth(15th)day of the subsequent calendar month.
6.6 LIENS, LIEN CLAIMS,STOP PAYMENT NOTICES AND BOND CLAIMS. If any of Professional's Payees records,
files or asserts any lien, claim of lien,stop payment notice, bond claim or other right to be paid, Professional agrees to cause same to
be fully satisfied,removed and discharged at Professional's expense by release bond,payment and/or otherwise in a form and manner
acceptable to DEVELOPER. Upon Professional's failure to satisfy, remove and discharge the lien, claim of lien, stop payment notice,
claim on a bond or other right to be paid, DEVELOPER shall have the right, in addition to all other rights and remedies provided under
this Agreement or by law,to cause same to be satisfied,removed or discharged by whatever means DEVELOPER chooses,at the cost
and expense of Professional, including without limitation, reasonable attorneys'fees and costs, and any and all associated expenses
and costs of any kind. Professional shall be in default if any demand is made on DEVELOPER by Professional's Payees for amounts
allegedly owed by Professional, and DEVELOPER shall have the right to withhold such amounts claimed out of any payments due to
Professional. Any assignment or attempted assignment of monies or payment owed under this Agreement or otherwise shall be
unenforceable against DEVELOPER. Professional shall include (or incorporate by reference) substantially identical language to this
section in all agreements with any of Professional's subcontractors, subconsultants and independent professionals, and shall also
require that they furnish the same statutory waivers and releases as required of Professional as a condition to their receiving payment..
6.7 TAXES. Professional shall be solely responsible for remittance of all municipal,state,county,federal and any other
taxes mandated under this Agreement, including but not limited to unemployment insurance, social security insurance, withholding
taxes or other taxes applicable or associated with the Services. Professional's invoices and internal underlying documentation shall
separately state all sales and other taxes due,as applicable,for each jurisdiction or municipality where the Services are performed and
the applicable tax rate.
6.8 PAYMENT APPLICATION DEADLINE. To the maximum extent allowed by law, all requests or demands for
payment of any kind that are submitted after one hundred and twenty(120)days from final completion of the Services will not be paid.
7. CORRECTION OF WORK PRODUCT/SERVICES. Professional expressly assures and represents to
DEVELOPER, for the benefit of DEVELOPER, DEVELOPER's customers, or any subsequent owner of a structure conveyed by
DEVELOPER(collectively"Beneficiaries"),that its Services shall,and do,conform with the applicable standard of care set forth herein.
Professional shall,within five(5)working days of notification by DEVELOPER,use commercially reasonable efforts to correct any errors
or omissions in the Services. Professional shall fully cooperate with DEVELOPER in responding to any and all (1) owner and/or
DEVELOPER claims, (2)right to cure, right to repair and pre-litigation statutes, (3)applicable law/administrative rules and procedures,
(4) third-party warranty obligations, and (5) manufacturer associated claims. Professional shall comply with DEVELOPER adopted
rules, state regulations and other procedures for claims related to the Services, if any. These provisions, obligations, assurances and
representations concerning the standards of care shall not limit the other obligations of Professional under this Agreement or that arise
as a matter of law.
8. OWNERSHIP OF INSTRUMENTS OF SERVICE. Upon payment in full of all undisputed amounts owed to
Professional, Professional hereby grants,transfers and assigns, and shall cause its subcontractors, subconsultants and independent
professionals to grant,transfer and assign,to DEVELOPER all of its or their right,title,and interest(including all trademarks,copyrights,
patents and other proprietary rights) in and to all instruments of service prepared in connection with the Services, including, without
limitation, all drawings, plans, schedules, specifications, models, CAD data files, renditions of ideas and concepts, perspective
renderings,sketches, studies,calculations, reports, prints, recommendations,analyses, and other information, design data(computer
generated and hard copy),and materials prepared or developed by Professional or by any of its subcontractors,subconsultants and/or
independent professionals. In the event DEVELOPER uses the instruments of service for any other project without retaining the
Professional, such use shall be at DEVELOPER's sole risk and without liability or legal exposure to Professional, and DEVELOPER
releases the Professional from all claims and causes of action arising from such uses.
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9. EXTRA WORK OR SERVICES/CHANGES. No extra work, services or changes shall be allowed or performed by
professional or paid for by DEVELOPER unless an Extra/Variance Project Order specifically authorizing the extra work, services or
changes is issued prior to commencement thereof. No employee or representative of DEVELOPER is authorized to make any verbal
agreement waiving this provision, and professional agrees that it shall not rely on any verbal agreement.
10. TERMINATION AND OTHER REMEDIES. In addition to, and without limiting DEVELOPER's other rights and
remedies set forth herein or as otherwise provided by law, DEVELOPER shall have the following rights:
10.1 TERMINATION FOR CAUSE. An"Event of Default"means any of the following: (i) Professional shall file for or be
adjudged bankrupt, or if it should make a general assignment for the benefit of its creditors, or a receiver should be appointed on
account of its insolvency, (ii) Professional refuses or fails to devote sufficient time and effort to perform the Services, (iii) DEVELOPER
is fined by any governmental agency on account of or arising out of the violation of law by Professional or any of Professional's
subcontractors, subconsultants or independent professionals, or(iv) Professional otherwise breaches any material obligations in this
Agreement or any of its other agreements with DEVELOPER or any of its affiliates. If an Event of Default occurs, DEVELOPER may,
after giving Professional forty-eight(48)hours written notice,do any one or more of the following:(i)terminate this Agreement for cause,
(ii)stop the Services until the Event of Default has been cured to DEVELOPER's satisfaction,and/or(iii)pursue an action for damages.
If DEVELOPER's expenses of remedying the Event of Default exceed the unpaid balance under the applicable Order(s), then
immediately upon demand, Professional shall pay the difference to DEVELOPER, but only to the extent that such payment does not
constitute betterment or an improvement beyond the scope of work for which Professional was originally contracted.
10.2 TERMINATION FOR CONVENIENCE. For DEVELOPER's convenience, DEVELOPER shall also have the right to
terminate this Agreement without cause effective on the date stated in the notice to Professional. Such termination may be occasioned
at any time deemed appropriate by DEVELOPER. In such event and if Professional is not otherwise in default or subject to withholding
of payment or any other term or condition herein, Professional shall be paid only for those Services actually performed as of the date
of termination, and Professional waives recovery for any other costs or damages, direct or consequential, including without limitation
prospective overhead and profits on Services not performed.
10.3 WAIVER.TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO OTHER FOR CONSEQUENTIAL DAMAGES OF ANY TYPE FOR ANY MATTER ARISING UNDER THIS AGREEMENT.
11. INDEMNITY/WAIVER OF SUBROGATION.
11.1 Professional shall, to the fullest extent permitted by law, defend, indemnify and hold harmless DEVELOPER and
DEVELOPER's representatives, heirs,executors,successors and assigns(each an"Indemnitee"and collectively, "Indemnitees")from
and against claims,liens,stop payment notices,bond claims,lawsuits,arbitrations,administrative proceedings,settlements,judgments,
awards, fines, fees, penalties, damages, loss, liability, costs and expense, including court costs, consultants' fees and reasonable
attorneys'fees (as damages)and expenses (collectively, "Loss") arising out of or in any way connected to the Services to the extent
such Loss is caused by the breach of this Agreement, negligence, recklessness or willful misconduct of Professional or its employees,
subcontractors, subconsultants, independent professionals or others directly or indirectly employed by them or for whom they are
responsible. This provision relates solely to Loss arising out of design professional services furnished by Professional.
11.2 Neither the defense and indemnity obligations under this section,nor any common law and/or statutory contribution
rights or other rights of DEVELOPER or any Indemnitee, shall be limited in any way by the amount or type of damage, compensation,
or benefits payable by, to or for the account of Professional or DEVELOPER under insurance policies, workers' compensation acts,
disability benefit acts, or other employee benefit act. Notwithstanding the foregoing, no employee or agent of Professional shall have
individual liability to DEVELOPER. The rights and obligations under this Section 11 are in addition to,and not in derogation of,those
provided under any other sections of this Agreement. It is specifically agreed with respect to any legal limitations now or hereafter in
effect affecting the validity or enforceability of the defense and indemnification obligation under this section, that such limitations are
made a part of the defense and indemnity obligation and shall operate to amend such obligation to the minimum extent necessary to
DEVELOPER Professional _
MPSA(05/2018)
8
bring the provision into conformity with the requirements of such limitations, and as so modified, the defense and indemnification
obligation shall continue in full force and effect,even after completion of the Services or termination of this Agreement.
11.3 Professional expressly waives any right of subrogation that it or its insurers may have against the Indemnitees or
any of them.
12. DISPUTE RESOLUTION PROCEDURES/ARBITRATION/WAIVER OF RIGHT TO JURY TRIAL.
12.1 Any and all disputes and claims between the parties(collectively, "Disputes")shall first be submitted to mediation
as a condition precedent to further resolution efforts. Any Dispute not resolved in mediation, shall be subject to arbitration exclusively
in the county where the subject project is located,conducted under the auspices of the American Arbitration Association("AAA")under
its Construction Industry Rules then in effect.
12.2 A demand for arbitration shall be made in writing, delivered to the other party to this Agreement,and filed with the
AAA. The party filing a demand for arbitration must assert in the demand all Disputes then known to that party. In no event shall a
demand for arbitration be made after the date when the institution of legal or equitable proceedings based on the Dispute would be
barred by the applicable statute of limitations. For statute of limitations purposes,receipt of a written demand for arbitration by the other
party or by the AAA shall constitute the institution of legal or equitable proceedings pertaining to the Dispute in question.
12.3 Either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is
a party provided that the arbitrations to be consolidated all involve the Services and/or the project at issue in the Dispute, and
substantially involve common questions of law or fact. Further, either party may include by joinder persons or entities substantially
involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration. For avoidance
of doubt,it is the parties'intention that in the event of any Disputes,the rights and liabilities of the parties shall be determined in a single
arbitration proceeding.
12.4 DEVELOPER and Professional agree that this Agreement involves interstate commerce, and that any arbitration
shall be governed by the Federal Arbitration Act.
12.5 In issuing an award,the arbitrator(s)shall follow applicable law.
12.6 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in any court having
jurisdiction thereof.
12.7 Each party shall bear its own attorneys'fees incurred in the arbitration, regardless of which may be deemed the
prevailing party.
12.8 This agreement to arbitrate, including the agreement to allow consolidation and joinder, shall be specifically
enforceable by any court having jurisdiction thereof. For avoidance of doubt, it is the parties' intention that any and all Disputes be
subject to arbitration and not to litigation. Notwithstanding that, neither party shall be precluded from seeking injunctive relief or other
judicial remedies to preserve its rights while arbitration is pending. Further, in the unanticipated event that a court would disregard the
parties' intention and agreement to arbitrate as set forth herein, and order the parties to litigate a Dispute, EACH PARTY HEREBY
WAIVES,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,AND AFTER CONSULTING WITH LEGAL COUNSEL OF
ITS, HIS OR HER OWN CHOOSING,ANY RIGHT THAT IT, HE OR SHE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
PROCEEDINGS. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or
otherwise,that the other party would not, in the event of a proceeding,seek to enforce the foregoing waiver and(ii)acknowledges that
it, he or she has been induced to enter into this Agreement by,among other things,the mutual waivers in this Section and other good
and valuable consideration. If DEVELOPER is a party to a lawsuit with a third party, is required by law to try the dispute before a jury,
and believes that Professional is liable, in whole or in part, for the claims being made in the lawsuit,then this waiver of jury trial shall
not apply.
DEVELOPER --5�3 Professional _
MPSA(05/2018)
9
12.9 Professional shall cause any subcontractor, subconsultant and/or independent professional or other person
performing the Services to acknowledge and be bound by these dispute resolution procedures, and shall include the same such
provisions in all its subcontracts(or be incorporated by reference therein)pertaining to the Services.
13. INDEPENDENT CONTRACTOR/AUTHORITY. Professional is an independent contractor. Professional is not an
employee,agent,or partner of or a participant in a joint venture with DEVELOPER for any purpose. Professional is responsible for the
manner, method and means of accomplishing the Services; hiring, training, disciplining, firing and scheduling its own employees;
withholding and paying appropriate amounts for federal, state and local taxes and as otherwise set forth herein; and providing fringe
benefits to employees, including, but not limited to, workers'compensation benefits. However, DEVELOPER reserves the right to(a)
inspect all of Professional's work and Services to determine, in good faith,whether same has been satisfactorily completed, (b)control
access to each DEVELOPER site,(c)schedule Services in a logical sequence or to avoid disturbances,and(d)stop Services for safety
reasons or to ensure conformity of end product with the contracted-for results. Professional agrees to comply with and complete any
and all federal and state forms available or later developed and available to evidence Professional's status as an independent contractor,
and shall do so with or without request of DEVELOPER. To the fullest extent permitted by law, Professional shall defend, indemnify
and hold DEVELOPER and all other Indemnitees harmless from and against any claims, lawsuits or other legal or administrative
proceedings initiated by any employee or former employee of Professional to the extent arising out of or relating to the Services and/or
the job site.
14. MISCELLANEOUS.
14.1 DEVELOPER and Professional acknowledge that they have read, understand,and have had the opportunity to be
advised by legal counsel of their own choosing as to each and every term and condition of this Agreement. DEVELOPER and
Professional agree that the provisions shall not be construed more strictly against the party who prepared the document.
14.2 Neither this Agreement, any Services hereunder nor the right to payment under this Agreement shall be assigned
by Professional without the express written consent of DEVELOPER, which consent may be withheld at DEVELOPER's sole and
exclusive discretion. Professional understands that DEVELOPER is not required to use Professional for all jobs and/or Services under
this Agreement for the trade and service in which Professional is engaged; this is not an exclusive contract, and to the extent that
DEVELOPER gives written permission for Professional to assign all or part of Professional's obligations under this Agreement,
Professional shall not represent to any third party that this Agreement obligates DEVELOPER to use Professional for any Services.
This Agreement does not create an open account between Professional and DEVELOPER. This Agreement may be assigned by
DEVELOPER to any of DEVELOPER's affiliates, parents,subsidiaries,related entities,and/or entities not yet created under applicable
law as set forth herein, so long as there are no amounts due Professional for Services performed, upon written notice to Professional
is required for any such assignment.
14.3 This Agreement and the Addendums attached hereto, and any Orders issued hereunder, embody the entire
agreement between DEVELOPER and Professional and supersede any prior understandings or oral or written agreements between
the parties. No portion of Professional's bid, proposal or form agreement is included in this Agreement by reference, attachment or
otherwise. No part of this Agreement can be amended except by written instrument executed by DEVELOPER and Professional.
14.4 All notices under this Agreement shall be: (1) by electronic mail(so long as recipient confirms delivery)and (2) in
writing personally delivered or mailed certified,return receipt requested. Notices shall be sent to the emails and addresses listed below.
Either party may change its notice information below by giving notice in accordance with this provision. Notwithstanding the
requirements of this paragraph, Professional will maintain electronic communication with DEVELOPER via email,the internet, and/or
third party software,and will establish and maintain such other commercial communications methods as DEVELOPER may reasonably
request from time to time.
14.5 If any provision of this Agreement is determined to be invalid, illegal or unenforceable,the remaining provisions of
this Agreement shall remain in full force and effect as if such provision did not exist. In the event of any such determination,the parties
agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purposes hereof.To the
extent permitted by law,the parties hereby to the same extent waive any provisions of law that renders any provision hereof prohibited
or unenforceable in any respect.
DEVELOPER Y-- Professional _
MPSA(05/2018)
10
14.6 In no event shall either party be entitled to any interest on any sum due hereunder in excess of that permitted by
applicable law. Notwithstanding anything to the contrary herein, any reference herein to interest accruing on any sum due hereunder
shall be deemed to be the lower of the interest rate stated herein or the maximum rate allowed by law.
14.7 Any covenants,terms and conditions of a continuing nature shall survive final payment,completion,and acceptance
of the Services under this Agreement and any termination of this Agreement.
14.8 The terms and conditions of this Agreement, and any disputes arising out of it, shall be interpreted and applied in
accordance with the laws of state where the Services are or were performed,without regard to its choice or conflict of law provisions.
14.9 Professional agrees to perform all of its obligations in accordance with the terms of this Agreement.
14.10 The exclusive venue for any and all disputes shall be as follows:(1)Third Party Actions-if DEVELOPER is involved
in litigation or arbitration with a third party and DEVELOPER or any other party joins Professional as a party to the litigation or arbitration,
Professional consents to be joined in that same venue; (2) Disputes between DEVELOPER and Professional-in all other situations,
venue shall be exclusively in the county where the subject jobsite is located.
14.11 Professional shall maintain all books, records and other documentation ("Project Records") relating to this
Agreement,the Services and any Orders for a period of ten (10)years following completion of the Services. Upon reasonable notice,
at reasonable times,and at DEVELOPER's cost, DEVELOPER or a third party retained by DEVELOPER shall have the right to access
Professional's Project Records for the purpose of verifying Professional's performance of its obligations under this Agreement.
14.12 To the extent of any conflict or inconsistency between the terms and conditions of the documents set forth below,
the documents shall prevail and take precedence in the following order:(1)Addenda to this Agreement;(2)this Agreement;and(3)any
Order.In the event more than one paragraph or provision of a document could be deemed to apply,the paragraph or provision affording
DEVELOPER a better quality result shall be used.
14.13 By signing below,the undersigned certifies that he or she is authorized to execute this Agreement and is taking this
action with full authority from the principal(s)or applicable officer(s).
14.14 This Agreement may be executed in any number of counterparts, a complete set of which shall comprise but a
single instrument.Signatures may be given via facsimile or electronic transmission which shall be deemed the equivalent of an original
"wet" signature. To the extent that Professional has been communicated this Agreement and performs any Services, Professional is
deemed to have accepted this Agreement and the terms and conditions herein.
14.15 Professional acknowledges and understands that all information relating in any way to DEVELOPER or its business
or affairs, whether written or oral, obtained by Professional in connection with the Services provided as part of this Agreement or
otherwise and any information regarding the nature and extent of this Agreement("Confidential Information"), shall, unless otherwise
specified by DEVELOPER in writing, be deemed confidential. Professional acknowledges and understands that Professional's
unauthorized disclosure of any Confidential Information would be extremely prejudicial to DEVELOPER, and Professional is liable for
any damages associated therewith.
14.16 Time is of the essence in the performance of the terms and conditions of this Agreement, it being acknowledged
that Professional shall be provided reasonable time to employ safe and sound engineering practices.
14.17 The parties agree that the failure to enforce any provision of this Agreement by either party is not to be deemed an
amendment of this Agreement and is not to be treated as a waiver of either parties'ability to enforce said provision for all purposes at
any time.
14.18 Notwithstanding anything else contained in Paragraph 3, 11.1 and 13 of this Agreement to the contrary,Professional
shall have no"duty to defend"for any E&O claim and/or workers'compensation claim brought against Developer.
DEVELOPER Professional _
MPSA(05/2018)
11
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date indicated herein.
"DEVELOPER" "PROFESSIONAL"
GRBK EDGEWOOD LLC LJA ENGINEERING, INC.
By:_ f!5z By:
Name: Bobby Samuel Name: James S. Wiegert
Its: Vice President Its: Senior Vice President
INFORMATION FOR NOTICES:
PROFESSIONAL
Address:6060 North Central Expressway, Suite 400, Dallas,TX 75206
Fax No.:713-953-5026
Main Telephone:469-621-0710
Email address:jwiegert@lja.com
Principal Contact:Jim Wiegert, PE, Sr.Vice President
Phone:469-484-0771
Field Contact: Kevin Kessler
Phone: 469.484.0777
Federal Tax ID:
State Tax ID:
DEVELOPER Professional
MPSA(05/2018)
12
DocuSign Envelope ID:C44A05DC-617C-4311-BFDC-FE7AD5585BF6
AMENDMENT TO MASTER PROFESSIONAL SERVICES AGREEMENT
THIS AMENDMENT TO MASTER PROFESSIONAL SERVICES AGREEMENT("Amendment")is made and
entered into as of the 15 day of September , 20 21 (the "Effective Date"), by and between LJA
ENGINEERING, INC. ("Professional")and GRBK EDGEWOOD LLC ("DEVELOPER").
WHEREAS, Professional and DEVELOPER are parties to that certain Master Professional Services
Agreement dated August 27, 2020 (the "Agreement") pursuant to which Professional agreed to provide professional
services to DEVELOPER, and DEVELOPER agreed to accept such professional services from Professional as more
fully set forth in the Agreement; and
WHEREAS, Professional and Developer now desire to amend the Agreement pursuant to the terms and
provisions set forth herein.
NOW,THEREFORE,for and in consideration of the premises and mutual agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and
Purchaser agree that the Agreement is amended as follows:
1. Capitalized Terms. All capitalized terms used in this Amendment, to the extent not otherwise
expressly defined herein,shall have the same meanings ascribed to such terms in the Agreement.
2. Timing of Payments. Section 6.5 of the Agreement is hereby deleted in its entirety and replaced
with the following for all purposes:
"If DEVELOPER receives a complete Application for Payment in compliance with this
Agreement on or before the last day of any calendar month, DEVELOPER will pay Professional the
amount approved by DEVELOPER on the fifteenth (15th)day of the immediately following calendar
month."
3. Miscellaneous. Except as amended herein, the terms and conditions of the Agreement shall
continue in full force and effect and are hereby ratified in their entirety. This Amendment: (a)shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns; (b) may be modified only in
writing signed by each party hereto; (c) may be executed by facsimile or email (PDF) signatures and in several
counterparts,and each counterpart shall constitute an original instrument,and all counterparts shall constitute one and
the same instrument; and (d) embodies the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements relating to such subject matter.
IN WITNESS WHEREOF, DEVELOPER end Professional have executed this Agreement as of the Effective
Date.
"DEVELOPER" "Professional'
GRBK EDGEWOOD LLC, LJA ENGINEERING, INC.
DocuSigned by: DocuSigned by:
By: By:
9E9B8F968FBF435... 64WCOC46DA444...
Name: Bobby Samuel Name: lames Wiegert
Its: vice President Its: Senior Vice President
Project No.:
PROJECT ORDER
SCOPE OF WORK ADDENDUM
(to Master Professional Services Agreement)
This Addendum may be modified and/or amended only as set forth in the Master Professional Services Agreement("Agreement"),and
any such modifications and/or amendments shall be incorporated into the Agreement by this reference.
Professional shall perform the following scope of Services,subject to the terms and conditions in the Agreement:
[INSERT SCOPE TERMS FOR SUBJECT PROPERTY]
See attached
To the extent that the SCOPE OF WORK ADDENDUM has not been executed for the applicable Services for the subject property,the
applicable Order shall control.
"DEVELOPER" "PROFESSIONAL"
GRBK EDGEWOOD LLC LJA ENGINEERING, INC.
By: By:
Name: Name:
Its: Its:
INFORMATION FOR NOTICES:
PROFESSIONAL
Address:6060 North Central Expressway, Suite 400, Dallas,TX 75206
Fax No.:713-953-5026
Main Telephone:469-621-0710
Email address:jwiegert@lja.com
Principal Contact:Jim Wiegert, PE, Sr.Vice President
Phone:469-484-0771
Field Contact: Kevin Kessler
Phone: 469.484.0777
Federal Tax ID:
State Tax ID:
DEVELOPER Professional
Master Pricing Schedule Addendum(05/2018) (for Services on and after [date])
13
MASTER PRICING SCHEDULE ADDENDUM
(to Master Professional Services Agreement )
This Addendum may be modified and/or amended only as set forth in the Master Professional Services Agreement("Agreement"),and
any such modifications and/or amendments shall be incorporated into the Agreement by this reference.
Professional agrees to the following pricing schedule subject to the terms and conditions in the Agreement:
[INSERT PRICING TERMS FOR SUBJECT PROPERTY]
See attached
To the extent that the MASTER PRICING SCHEDULE Addendum has not been executed for the applicable Services for the subject
property,the applicable Order shall control.
DEVELOPER � Professional
Master Pricing Schedule Addendum(05/2018) (for Services on and after. [date])
14
INSURANCE ADDENDUM
(to Master Professional Services Agreement)
This Addendum may be modified and/or amended only as provided in the Master Professional Services Agreement("Agreement"),into which
this Addendum is incorporated by this reference,and any such modifications and/or amendments shall be incorporated into the Agreement by
this reference. Professional shall, at no expense to DEVELOPER, secure and maintain in full force during the term hereof, or longer if so
specified,insurance as described in this Addendum.
a. Commercial General Liability("CGL")—Occurrence Form;CLAIMS MADE COVERAGE IS NOT ACCEPTABLE
$2,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations
$1,000,000 Personal and Advertising injury
Coverage form shall be on ISO CG 00 0104 13 or its equivalent. Professional shall carry the following coverages, provided that if any such
coverages are not available,Professional and Professional's insurance carrier and/or agent shall notify DEVELOPER of that fact in writing and
carry the best and most equivalent coverages available in the market. Policy should provide coverage for X,C,U (explosion, collapse and
underground),contractual liability,personal injury and broad form property damage.The policy shall be primary and non-contributing with any
other insurance available to DEVELOPER.Same shall include a designated location and/or project general aggregate limit CG 25 03 05 09/
CG 25 04 05 09 or equivalent.Coverage shall include all residential,attached and unattached projects/buildings.The policy shall not contain
any provision, definition or endorsement that would serve to eliminate third party action over claims coverage. The following
exclusions/limitations(or their equivalent(s))are prohibited: (i)Contractual Liability Limitation CG 21 39; (ii)Amendment of Insured Contract
Definition CG 24 26; (iii) Limitation of Coverage to Designated Premises, CG 21 44; (iv) Exclusion-Damage to Work Performed by
Subcontractors On Your Behalf, CG 22 94 or CG 22 95; (v)any endorsement modifying or deleting the exception to the Employer's Liability
exclusion; (vi) any endorsement that limits the general aggregate limit shown in the declarations page of the policy; (vii) any endorsement
modifying or deleting Explosion,Collapse or Underground coverage;(viii)any"Insured vs.Insured"exclusion except for claims made between
insured within the same economic family;(ix)any Punitive,Exemplary or Multiplied Damages exclusion;or(x)any Subsidence,soil movement
and/or its equivalent exclusion—which coverage shall be in place for five(5)years following the last Services performed.
b. Comprehensive Automobile Liability — Vehicles Owned, Non-Owned/Hired for any vehicle driven by Professional or its
employees,agents,subcontractors,subconsultants and independent professionals.
$1,000,000 Combined Single Limit or
$1,000,000 Bodily Injury Each Person
$1,000,000 Bodily Injury Each Occurrence
$1,000,000 Property Damage Each Occurrence
C. Professional shall also maintain professional liability errors and omissions ("E&O") coverage with policy limits of at least
$2,000,000 per claim and a maximum deductible of$350,000.00. E&O insurance shall be maintained for 5 years after the last Services
performed.E&O insurance shall cover the Services described in the Scope of Services Addendum and not be limited to the Scope of Services
to the extent Professional performs any geotechnical services, structural design, foundation design, site planning, civil engineering, plats,
surveys,drawings,professional construction services and/or any professional service that could be insured as part of the Services.
d. Professional shall maintain workers'compensation coverage to include coverage for all employees, agents, officers, partners,
and proprietors/owners of Professional,with limits not less than as required by state law.Professional shall maintain employer liability coverage
with limits not less than$1,000,000 coverage for each bodily injury by accident or disease.
e. All policies herein shall:(1)be issued by companies with an A.M.Best rating of A-NIII or better,(2)have deductibles or self-insured
retentions for each policy that do not exceed$350,000,(3)excepting the E&O and workers'compensation policies,name"DEVELOPER and
its subsidiaries and affiliates"as blanket additional insureds with a 30-day notice of cancellation provision on ISO CG 2010 and ISO CG 2037
or their equivalent(s),and(4)include all required endorsements to waive any and all right to subrogation, indemnity and contribution against
DEVELOPER,any person and entity in privity with DEVELOPER,and the Indemnitees(as defined in the Agreement).
DEVELOPER Professional
Insurance Addendum(05/2018) (for Services on and after (date])
15
JOB RULES ADDENDUM
(to Master Professional Services Agreement)
This Addendum may be modified and/or amended and such modifications and/or amendments shall also be incorporated
into the Master Professional Services Agreement("Agreement").
1. Safety Precautions.
a. Professional and Professional's subcontractors, employees and agents shall take all required safety
precautions, comply with all safety measures initiated by Professional and DEVELOPER,and comply with all
applicable laws,ordinances, rules, regulations and standards with respect to the safety of persons or property,
including without limitation the federal and state Occupational Safety and Health Act("OSHA")and any and
all other state and local laws, rules or otherwise (collectively, "Safety Rules").
b. Professional shall initiate, maintain,and supervise all safety precautions and programs, including conducting
inspections to determine that safe working conditions and equipment exists, and Professional accepts sole
responsibility for adequacy of and required use of all safety equipment and for full compliance with the Safety
Rules. This responsibility of Professional includes the conduct and compliance by its employees, its
subcontractors, agents and all suppliers of materials and equipment.
c. Professional shall be responsible for protecting and preventing against damage or injury to all of
Professional's persons and property.
d. Professional shall promptly report to DEVELOPER, both orally and in writing, any injury to any of
Professional's subcontractors,employees and agents at the jobsite.
2. Compliance with Environmental, Health and Safety Standards.
a. Hazardous Substances. Professional shall not allow any hazardous substances on the worksite unless (i)
necessarily required for the performance of its Services, and (ii) Professional has previously provided
DEVELOPER with MSDS sheets. Professional shall provide any and all notices and warnings required under
all Hazardous Substances Laws with respect to any chemicals, materials or substances which Professional,
and its employees, subcontractors and agents, use, possess, handle, transport, emit, release, or discharge
in connection with the Services. Professional shall immediately notify DEVELOPER of release of any
hazardous substances and immediately take all reasonable, necessary and legally required actions.
b. Storm Water and Dust Control Compliance.Professional shall strictly adhere to all federal,state and county
water and air control laws applicable to the Services. Professional shall comply, and shall ensure the
compliance of its subcontractors, with DEVELOPER's Storm Water Pollution Prevention Plan ("SWPPP"),
applicable storm water permit ("SW Permit"), Dust Control Plan ("DC Plan"), applicable dust control permit
("DC Permit"). Professional shall immediately report non-compliance with or damages to DEVELOPER, both
orally and in writing, and take appropriate measures to remedy all such damages and/or matters of non-
compliance. Professional shall implement all necessary procedures for complying with regulations, including
but not limited to,obtaining all necessary permits.
3. Clean-Up. The jobsite must be kept free of waste and excess materials. Professional will be responsible for
cleaning any mud tracked into streets or finished flatwork by their vehicles,employees,subcontractors,or agents.
Any hazardous waste required to be disposed of by Professional will be the property of Professional and
Professional hereby accepts liability for any and all costs associated with the handling,transportation and disposal
of such waste, including without limitation remediation. Professional acknowledges that the failure to perform
DEVELOPER � Professional
Job Rules Addendum(05/2018) (for Services on and after [date])
16
proper clean-up shall cause DEVELOPER to incur damages and that DEVELOPER shall have the right to back-
charge to the Professional any cleaning costs incurred by DEVELOPER.
4. Operation and Parking of Vehicles.
a. Professional agrees that the operation of vehicles in or about the subdivision by Professional or its
subcontractors,agents or suppliers shall be as follows:(i)using only the designated entries to the subdivision,
(ii)using only roadways as authorized by DEVELOPER, (iii)no crossing of curbs or sidewalks, (iv)no driving
on lots or completed flatwork, (v) no vehicles with fluid leaks (including forklifts and machinery), and (vi)
observing a safe speed limit but in no event more than 15 miles per hour within the entire subdivision.
b. Damage by vehicles of Professional or its subcontractors, agents or suppliers to curbs, sidewalks,
landscaping, concrete surfaces or any other damage whatsoever within the subdivision is the responsibility
of Professional, and DEVELOPER may repair the damage and Professional shall be obligated to reimburse
DEVELOPER for all costs required to return the property to like new condition.
5. Unacceptable Behavior. DEVELOPER may require Professional to remove persons that DEVELOPER deems,
in DEVELOPER's sole discretion, to be contrary to DEVELOPER's best interests and/or the public interest.
Specific examples of unacceptable behavior include but are not limited to:
• Incompetent, careless, insubordinate or objectionable behavior
• Smoking in the subdivision
• Possession, consumption,distribution or any use of illegal drugs or substances and alcoholic beverages
in the subdivision
• Possession of firearms in the subdivision
• Swimming or fishing in the subdivision
• Moving portable toilets without prior approval from Construction Manager; portable toilets are to be 6'
from the back of curb with doors facing away from the street at all times
• Entering adjoining properties or areas of the subdivision not under construction
• Workers outside the twenty foot perimeter of the project under construction unless transitioning to or from
their transportation
• Unauthorized personnel in the subdivision, including, without limitation, any children or other family
members of Professional, its employees,subcontractors, or agents
• Music volume above a low level so as not to disturb surrounding workers or neighbors;violators will lose
radio privileges
• Signs or advertisements displayed without prior approval of DEVELOPER.
6. Drug and Alcohol Impairment. Professional agrees to monitor workers and investigate to confirm any and all
suspected impairment. If impairment is believed to exist, the impaired worker must be removed from the jobsite.
Professional must provide transportation for the impaired worker and not allow the worker to drive from the jobsite.
Professional will send a written notification to DEVELOPER of the incident.
7. Anonymous Reporting. DEVELOPER believes in proper reporting of unlawful and other wrongful behavior,such
as violations of federal,state or local laws, billing for services not performed or goods not delivered,and fraudulent
financial reporting. If Professional or its employee, subcontractor or agent has knowledge of illegal, dishonest or
fraudulent activity, it should be reported to DEVELOPER through its website.
DEVELOPER _2 Professional
Job Rules Addendum(05/2018) (for Services on and after 61 (date])
17
DocuSign Envelope ID: B50321 B9-A8AO-4F74-9CDF-5FFDB894DOED
Project No.: 12100-L-000043
PROJECT ORDER
SCOPE OF WORK ADDENDUM
(to Master Professional Services Agreement)
This Addendum may be modified and/or amended only as set forth in the Master Professional Services Agreement("Agreement'),and
any such modifications and/or amendments shall be incorporated into the Agreement by this reference.
Professional shall perform the following scope of Services,subject to the terms and conditions in the Agreement:
[INSERT SCOPE TERMS FOR SUBJECT PROPERTY]
See attached
To the extent that the SCOPE OF WORK ADDENDUM has not been executed for the applicable Services for the subject property,the
applicable Order shall control.
"DEVELOPER" "PROFESSIONAL"
GBTM SENDERA, LLC LJA ENGINEERING, INC.
DocuSigned by: DocuSigned by:
By: �Nn IFt l�. By: Ktv+r. k"44
9E9B8F968FBF435... 115694021 DCB4A1...
Name: Bobby Samuel Name: Kevin Kessler
Its: Development Manager Its: vice President
INFORMATION FOR NOTICES:
PROFESSIONAL
Address:
Fax No.:
Main Telephone:
Email address:
Principal Contact:
Phone:
Field Contact:
Phone:
Federal Tax ID:
State Tax ID:
1
DocuSign Envelope ID: B50321 B9-A8AO-4F74-9CDF-5FFDB894DOED
ZAA
6060 N Central Expressway,Suite 400,Dallas,Texas 75206
LJA ENGINEERING t 469.621.0710 LJA.com TBPE F-1386
May 26, 2022 PROPOSAL
Bobby Samuel
GBTM Sendera, LLC
2805 North Dallas Parkway, Suite 400
Plano, Texas 75093
Re: Rancho Canyon Way 30" WL
City of Fort Worth, Denton & Wise Counties, Texas
LJA Job No. NT340-01121
LJA Proposal No. 22-8766
Dear Mr. Samuel:
LJA Engineering, Inc. is pleased to submit this proposal for the following services in accordance with
the Master Professional Agreement between LJA Engineering, Inc. and GRBK Edgewood, LLC. dated
August 27, 2020.
PROJECT DESCRIPTION
Scope and fee herein anticipate the preparation of one Public Infrastructure plan set, associated
easements and construction staking/administration for the following as shown on Exhibit A.
Water Improvements
• 3,905 LF of 30" Water Main
SCOPE OF SERVICES
PRELIMINARY SERVICES
153. ALIGNMENT ANALYSIS AND COORDINATION
Prepare exhibits that define the water line alignment and the remainder of the utilities on Rancho
Canyon Way. Coordination with the Client and City to discuss horizontal alignment and vertical profile
of the water line. This task includes a schematic alignment and one round of revisions.
NT340-01121/22-8766
DocuSign Envelope ID: B50321 B9-A8AO-4F74-9CDF-5FFDB894DOED
Bobby Samuel
May 26, 2022
Page 2 of 7
DESIGN SERVICES
425. CONSTRUCTION PLANS
Prepare one set of plans for the construction of erosion control, water infrastructure, and structural
design needed for water appurtenances. Upon completion of the plans, process the plans through the
Water Department and subsequently IPRC for approval.
Submittals to occur at 30%, 60%, 90%, and 100% milestones.
Should items outside this Scope of Services including special studies or non-standard structures be
required, an additional services request will be submitted.
470. DESIGN COORDINATION
Attend meetings and coordinate with franchise utility providers, geotechnical engineer, and others,
including sharing of files and coordination meetings, as requested by Client.
490. SPECIFICATIONS & CONTRACT DOCUMENTS
Prepare standard City specifications and contract documents book for all infrastructure located within
right-of-way and easements to be dedicated to the City. This scope includes coordination with the
awarded contractor and owner to obtain items required within the documents(certificates of insurance,
bonds, signatures, etc.).
CONSTRUCTION PHASE SERVICES
500. BIDDING SERVICES
Obtain one set of quantities for bidding purposes and assemble construction bid documents for utilities.
These packages will include a bid schedule and specifications.
Coordinate with Client on approved bidders list. Distribute plans and bid documents to select
contractors. Receive, review, summarize bids and provide to client.
545. CONSTRUCTION ADMINISTRATION
Attend Pre-Construction Conference with the successful Contractors, City, and the Client to discuss
the project in detail.
Make periodic visits to the site to observe the progress of construction activity and to determine, in
general, if the work is proceeding in accordance with the information given and the design concept
expressed in the Contract Documents. This review should not be in lieu of work performed by City
Inspectors but will be more general in nature. LJA has no responsibilities for project's safety,
construction means and methods or construction quality, cost or schedule.
Calculate inspection fees based on final contract amount.
NT340-01121/22-8766
DocuSign Envelope ID: B50321 B9-A8AO-4F74-9CDF-5FFDB894DOED
Bobby Samuel
May 26, 2022
Page 3 of 7
Coordinate with contractor and owner regarding plan interpretation and attend meetings and site visits
as required.
Consult with and advise the Client, issue instructions to the Contractors on behalf of and as requested
by the Client.
Prepare/ Review Contractor change orders as required.
Accompany Client and the City Staff on their final inspection of the project for compliance with the
Contract Documents.
Assist the Client in obtaining final acceptance of the project by the City, as required.
Provide construction documentation as required by other agencies, including the applicable city,
county, and drainage district, having jurisdictional authority.
SURVEYING SERVICES
630. CLEARING / PERIMETER EROSION CONTROL STAKES
Provide one set of stakes to delineate the limits of clearing. Provide one set of stakes for perimeter
erosion control. Stakes will be set at 100' intervals.
655. WATER MAIN STAKES
Provide one complete set of stakes for all mains on 100'centers on tangents and 50'centers on curves
if requested.
Cut sheets will be provided to the City if required.
SPECIAL SERVICES
800. DEVELOPMENT SERVICES
Provide miscellaneous services as requested by the Client or City throughout the development
process. Tasks may include, but are not limited to, the preparation of the following:
• Miscellaneous Exhibits
• Cost Sharing Analysis
• M&C/DPA Preparation and Coordination
NT340-01121/22-8766
DocuSign Envelope ID: B50321 B9-A8AO-4F74-9CDF-5FFDB894DOED
Bobby Samuel
May 26, 2022
Page 4 of 7
820. EASEMENT LEGAL DESCRIPTIONS AND EXHIBITS
Prepare a metes and bounds legal description and graphic exhibit for the purpose of describing the
location of an easement specified by the Client. Each legal description will be prepared based on a
field survey of the subject tract or tracts of land affected by the easement. The easement description
will meet the current Texas Board of Professional Land Surveying Standards and Procedures of
Practice. The descriptions and exhibits will be provided to the Client or Client's agent to be included
as part of the easement documents (prepared by others). A total of 3 separate instruments are
anticipated for improvements herein proposed.
825. AS-BUILT RECORD DRAWINGS
Collect survey field data of horizontal and vertical bends and appurtenances as installed. Update
construction plans to represent said field data as collected. Issue as as-built record drawings as
required by City of Fort Worth.
830. COMMUNITY FACILITIES AGREEMENT (CFA)
Prepare and submit a Community Facilities Agreement, financial guarantee, cost estimates and
exhibits in accordance with City of Fort Worth requirements and process through the City for approval.
890. CATHODIC PROTECTION DESIGN
Provide Cathodic Protection design for proposed DIP pipe. Process through the City as part of the
construction plans. This scope includes one round of comments and revisions.
GENERAL CONDITIONS
This Scope is based on the following General Conditions:
• All negotiations and coordination with adjoining property owners will be by Client.
• All research for the boundary verification, including easements, adjoining deeds, etc., will be
provided by the Client's title company or will be performed by an outside deed research
company and billed as a reimbursable expense.
• All entitlements and accompanying engineering documents/studies have been approved.
• Contract documents will be prepared by others.
• Site Project will be developed in accordance with City of Fort Worth ordinances.
• Contractor shall be responsible for protecting stakes.
• A subconsultant may be used for any portion of this contract.
NT340-01121/22-8766
DocuSign Envelope ID: B50321 B9-A8AO-4F74-9CDF-5FFDB894DOED
Bobby Samuel
May 26, 2022
Page 5 of 7
COMPENSATION SCHEDULE
(WL) RANCHO CANYON WAY 30" WATER LINE
PRELIMINARY SERVICES
153 Alignment Analysis and Coordination Lump Sum $12,480
DESIGN SERVICES
425 Construction Plans Lump Sum $66,870
470 Design Coordination Lump Sum $13,050
490 Specifications & Contract Documents Lump Sum $5,570
CONSTRUCTION PHASE SERVICES
500 Bidding Services Lump Sum $1,890
545 Construction Administration Lump Sum $17,030
SURVEYING SERVICES
630 Clearing/ Perimeter Erosion Control Stakes Lump Sum $1,380
655 Water Main Stakes Lump Sum $9,000
SPECIAL SERVICES
800 Development Services Lump Sum $2,800
820 Easement Legal Descriptions and Exhibits Lump Sum $5,525
825 As-Built Record Drawings Lump Sum $21,550
830 Community Facilities Agreement Lump Sum $2,000
890 Cathodic Protection Design Lump Sum $11,000
Z99 Reimbursable Expenses Lump Sum $3,000
TOTAL $173,145
ADDITIONAL SERVICES
Compensation for any other Additional Services not listed herein will be billed on a time and materials
basis in accordance with LJA Standard Rate Schedule below or on a lump sum basis agreed upon at
the time the work is authorized.
NT340-01121/22-8766
DocuSign Envelope ID: B50321 B9-A8AO-4F74-9CDF-5FFDB894DOED
Bobby Samuel
May 26, 2022
Page 6 of 7
BILLING RATES
LABOR CATEGORY LOWEST HIGHEST
Department Head (VP, Dept. Manager) $225.00 $290.00
Senior Consultant $200.00 $275.00
Sr. Project Manager $175.00 $250.00
Project Manager $135.00 $200.00
Senior Project Engineer $135.00 $190.00
Engineer (Grad. Eng., EIT, PE, APM, Proj. Coord.) $ 90.00 $170.00
Sr. Planner $100.00 $225.00
Planner $ 70.00 $150.00
Sr. Landscape Architect $100.00 $200.00
Landscape Architect $ 90.00 $165.00
Landscape Designer $ 75.00 $110.00
Designer $ 85.00 $155.00
Resident Project Representative $ 90.00 $170.00
Construction Engineer $ 90.00 $145.00
Sr. Construction Manager $105.00 $170.00
Construction Manager $ 90.00 $145.00
Construction Inspector $ 70.00 $125.00
GIS Developer $105.00 $200.00
GIS Analyst $ 75.00 $140.00
Survey Technician $ 75.00 $125.00
Project Surveyor $120.00 $200.00
Environmental Scientist $ 55.00 $140.00
CADD Operator (CADD Technician) $ 75.00 $100.00
Clerical (Admin. Assistant) $ 45.00 $110.00
Intern $ 45.00 $ 75.00
REIMBURSABLE EXPENSES
In performance of the Scope of Services attached to the Project specific Proposal, the following types
of expenses are not contemplated in the Total Proposal Fee. These are considered Reimbursable
Expenses and LJA will be compensated for in accordance with the following:
1. Reproduction, out-of-town travel expenses, employee travel and mileage, and other non-labor
charges directly related to the Project will be billed at cost plus ten percent.
2. Filing fees, permit fees, and other special charges which are advanced on behalf of the Client
will be billed at cost plus ten percent.
3. Subcontracted services and other services by outside consultants will be billed at cost plus ten
percent.
4. Vehicle mileage will be charged at the current IRS mileage rate per mile for all travel.
5. Sales tax as required by state law for surveying services will be billed at cost.
NT340-01121/22-8766
DocuSign Envelope ID: B50321 B9-A8AO-4F74-9CDF-5FFDB894DOED
Bobby Samuel
May 26, 2022
Page 7 of 7
If this proposal meets with your approval, please prepare a Project Order Scope of Work Addendum.
We appreciate this opportunity to submit this proposal and look forward to working with you on this
project. If you have questions, please call me at 214.451.0903.
Sincerely,?w� 1�
At
Jamie Shelton, PE
Project Manager
Kevin Kessler, PE
Vice President
D K/rr
NT340-01121/22-8766
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PARTIAL ASSIGNMENT OF MASTER PROFESSIONAL SERVICES AGREEMENT
THIS PARTIAL ASSIGNMENT OF MASTER PROFESSIONAL SERVICES
AGREEMENT (this "Assignment") is made and entered into by and between GRBK
EDGEWOOD LLC ("Assignor"), and GBTM SENDERA, LLC ("Assi ee").
RECITALS:
A. Assignor and LJA ENGINEERING,INC. ("Professional"),entered into that certain
Master Professional Services Agreement dated August 27, 2020 (as same may be amended from
time to time, the "Agreement").
B. Assignee is a newly formed entity that is an affiliate of Assignor.
C. Assignor desires to assign to,and Assignee desires to accept,all of Assignor's right,
title and interest under the Agreement with respect to the Madero Project(the "Project").
AGREEMENT:
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) cash in hand paid
by Assignee, the receipt and sufficiency of which are hereby acknowledged, and in further
consideration of the mutual covenants and agreements herein contained, Assignor and Assignee
hereby agree as follows:
1. Defined Terms. All terms used herein and not defined herein shall have the same
definition herein as in the Agreement.
2. Assignment. Assignor hereby transfers, assigns and conveys to Assignee, all of the
rights and interests of Assignor as "Developer" under the Agreement with respect to the Project.
3. Assumption. Assignee hereby assumes and covenants to perform all duties and
obligations of Assignor under the Agreement with respect to the Project.
4. Enforcement. Assignor hereby authorizes and empowers Assignee to enforce
performance of all covenants and conditions contained in the Agreement with respect to the Project
in the same manner and with the same effect as Assignor could have done had this Assignment not
been made.
5. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of Assignee and Assignor and their respective successors and assigns.
6. Counterpart Execution. This instrument may be executed in two or more original
or facsimile or electronically transmitted counterparts, each of which shall be taken to be an
original, and all collectively but one instrument.
1
IN WITNESS WHEREOF,the parties hereto have executed this Assignment to be effective
as of, although not necessarily on, the 28ffi day of August, 2020.
ASSIGNOR:
GRBK EDGEWOOD LLC,
a Texas limited liability company
By: 7 f)
Bobby Samuel, Vice President
ASSIGNEE:
GBTM SENDERA, LLC,
a Delaware limited liability company
By:
Bobby Samuel, Development Manager
ACKNOWLEDGED AND APPROVED BY:
PROFESSIONAL:
LJA ENGINEERING, INC.,
a Texas corporation
By:
Name-
Title: tar
Date: 7i2 Z
2
DocuSign Envelope ID:6BC1 6E55-4A53-4CC7-9A1 8-8EB6C28BD2A6
LA14
6060 N Central Expressway,Suite 400,Dallas.Texas 75206
LJA ENGINEERING t 469,621.0710 LJA.com TBPE F-1386
August 2, 2022 REVISION
Bobby Samuel
GBTM Sendera, LLC
2805 North Dallas Parkway, Suite 400
Plano, Texas 75093
Re: Rancho Canyon Way 30" WL
City of Fort Worth, Denton & Wise Counties, Texas
LJA Job No. NT340-01121
LJA Proposal No. 22-7564
Dear Mr. Samuel:
LJA Engineering, Inc. is pleased to submit this revision for Proposal # 22-7564 and PO #12100-L-
000043, in accordance with the Master Professional Agreement between LJA Engineering, Inc. and
GRBK Edgewood, LLC. dated August 27, 2020.
SUPPLEMENTAL TERMS AND CONDITIONS
Client has contracted with the City of Fort Worth (the "City") in a role as a developer to help design
and construct the Project and the City has requested that Client include certain supplemental terms
and conditions in its agreements with subconsultants working on the Project, including LJA. LJA and
the Client agree as follows:
Ownership of Plans. City shall own the plans and other documents and work product LJA creates for
the Project. In the event the agreement between the City and Client is terminated, City shall have the
right to enter into an agreement with LJA to complete LJA's services for the Project. Client shall
include the City's ownership right in the plans and the City's right to enter into an agreement with LJA
to complete the design in Developer's agreement with the Design Consultant.
Insurance. LJA shall list the City as an additional insured on LJA's Commercial Liability and
Automobile insurance policies. The City shall be listed as a certificate holder on LJA's certificate of
insurance.
Indemnity. LJA SHALL INDEMNIFY AND HOLD THE CITY OF FORT WORTH HARMLESS FROM
ALL LIABILITY FOR DAMAGE TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR
RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER
COMMITTED BY LJA OR LJA'S AGENT, OR ANOTHER ENTITY OVER WHICH LJA EXERCISES
CONTROL.
NT340-01121/22-7564
DocuSign Envelope ID:6BC1 6E55-4A53-4CC7-9A1 8-8EB6C28BD2A6
Bobby Samuel
August 2, 2022
Page 2 of 2
Right to Audit. Client shall, until the expiration of three (3) years after final payment to Client by the
City under Client's agreement with the City, have access to and the right to examine any directly
pertinent books, documents, papers and records of LJA involving transactions relating to Client's
agreement with the City and the agreement between Client and LJA. LJA agrees that the City shall
have access during normal working hours to all necessary LJA facilities, and shall be provided
adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of
this section. The City shall give LJA reasonable advance notice of any intended audits.
We appreciate this opportunity to submit this revision and look forward to working with you on this
project. If you have questions, please call me at 214.451.0903.
Sincerely, .I� GBTM SENDERA, LLC
OCUSigned by:
D
Jamie Shelton, PE By: �1 ct�
Project Manager 9E988FI968`FBF435...
Name: Bobby Samuel
A4�- Date: 8/2/2022 1 9:38 AM CDT
Kyle Salzman, PE
Senior Vice President
J S/rr
NT340-01121/22-7564
EXHIBIT C
LEVEL OF EFFORT
Design Procurement Agreement for Rancho Canyon Way Water Lines Page 15 of 17
GBTM Sendera,LLC
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EXHIBIT D
INSURANCE
1.01 Duty to Acquire and Maintain. Developer shall ensure that a policy or policies of insurance
are procured and maintained at all times, in full force and effect,to provide coverage of the types
and amounts specified herein, naming the City as an additional insured as set forth herein, and
covering all public risks related to this Agreement. The insurance required hereunder may be met
by a combination of self-insurance and primary and excess policies.
1.02 Types and Amounts of Coverage Required
a. Commercial General Liability:
(1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, including
coverage for the following: (i)Premises Liability; (ii)independent contractors; (iii)
products/completed operations; (iv) personal injury; (v) contractual liability; (vi)
explosion, collapse, and underground property damage
b. Property Damage Liability:
(1) $1,000,000.00 per occurrence
C. Umbrella Policy
(1) $5,000,000.00
d. Environmental Impairment Liability (EIL) &/or Pollution Liability
(1) $2,000,000 per occurrence
(2) $5,000,000 aggregate
e. Automobile Liability:
(1) $1,000,000.00 Each accident on a combined single-limit basis
f. Worker's Compensation:
(1) As required by law
g. Employer's Liability:
(1) $1,000,000.00 per accident
1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk
Manager, the City may at any time revise insurance coverage requirements and limits required by
this Agreement. Company agrees that within ten (10) days of receipt of written notice from the
Design Procurement Agreement for Rancho Canyon Way Water Lines Page 16 of 17
GBTM Sendera,LLC
City, all such revisions requested by the City will be implemented. The policy or policies of
insurance shall be endorsed to provide that no material changes in coverage, including, but not
limited to, cancellation, termination, non-renewal, or amendment, shall be made without thirty
(30) days' prior written notice to the City.
1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved
to do business in the State of Texas. Except for workers' compensation, 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, prior written approval of the City's Risk Management Division is required.
Within ten(10)business days following execution of this License,Developer shall ensure that City
is furnished with certificates of insurance signed by the respective companies as proof that the
types and amounts of insurance coverage required herein have been obtained. In addition,
Developer shall, on demand,provide the City with evidence that it has maintained such coverage
in full force and effect.
1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required
herein shall not exceed $25,000.00 in the annual aggregate unless the limit per occurrence or per
line of coverage, or aggregate is otherwise approved by the City.
1.06 No Limitation of Liability. The insurance requirements set forth in this section and any
recovery by the City of any sum by reason of any insurance policy required under this License
shall in no way be construed or affected to limit or in any way affect Company's liability to the
City or other persons as provided by this Agreement or law.
1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage
limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability
shall follow form of the primary coverage.
1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an
Additional Insured on the Automobile and Commercial General Liability policies.
1.09 Waiver of Subrogation. The insurance shall include a waiver of rights of recovery
(subrogation) in favor of the City of Fort Worth.
1.10 Copies of Policies and Endorsements. City shall be entitled, upon request and without
expense, to receive copies of policies and endorsements thereto and may make any reasonable
requests for deletion or revision or modifications of particular policy terms,conditions,limitations,
or exclusions in order to comply with the requirements of this Agreement except where policy
provisions are established by law or regulations binding upon either of party or the underwriter on
any such policies.
1.11 Certificate of Insurance. Developer shall submit to the City a certificate of insurance
evidencing all required insurance coverage and any applicable endorsements.
Design Procurement Agreement for Rancho Canyon Way Water Lines Page 17 of 17
GBTM Sendera,LLC
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/14/22 M&C FILE NUMBER: M&C 22-0411
LOG NAME: 60RANCHO CANYON 30-INCH WATER LINE DPA
SUBJECT
(CD 2)Authorize Execution of a Design Procurement Agreement with GBTM Sendera, LLC, with City Participation in the Amount Not to
Exceed$165,535.48, for Engineering Design for Oversizing of the Rancho Canyon Way 30-Inch Water Main Located in North Fort Worth
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a design procurement agreement with GBTM Sendera, LLC,with City
participation in the amount not to exceed$165,535.48, for the engineering design for the oversizing of the Rancho Canyon Way 30-inch water
main located in north Fort Worth(City Project Number 104078).
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C) is for the City of Fort Worth(City)to participate with GBTM Sendera, LLC, in the
engineering design cost for the extension of the 30-inch water line in Rancho Canyon Way. The project will serve the Madero development located
west of Highway 156 and south of Eagle Parkway. The City is participating in the project to oversize the water main to provide additional capacity
for future growth. The cost for the project is estimated to be allocated at 4.5%for the developer and 95.5%for the City.
The estimated fee for the City's portion of the engineering design, topographic survey and construction documents is$165,535.48.
The table shows the cost sharing breakdown for engineering design cost between all parties.
Cost Sharing Breakdown Amount
GBTM Sendera, LLC, (4.5%) $7,791.52
City of Fort Worth Participation (95.5%) $165,353.48
Total Engineering Design Cost $173,145.00
*Amounts rounded for presentation purposes.
GBTM Sendera, LLC, has selected LJA Engineering, as the engineering consultant to perform the design of the project. Staff concurs that the
fees charged by LJA Engineering, are fair and reasonable for the work to be performed. The engineering design will be reviewed through the
City's Infrastructure plan review process.
Appropriations for the CFA-Rancho Canyon 30in WM are as depicted below:
Fund Existing Additional Project
Appropriations[Appropriations Total*
F26
/Sewer Bond $166,000.00 $0.00 $166,000.00
-Fund 56005
Project Total $166,000.00 $0.00 $166,000.00
*Numbers rounded for presentation purposes.
BUSINESS EQUITY—A goal is not required under Business Equity Ordinance 25165-10-2021 when City spending participation on Design
Procurement Agreements are less than$1,000,000.00 dollars.
Upon completion of the design,the construction of the project will be privately bid. Staff will present an M&C to the City Council seeking approval
for the City to enter into a Community Facility Agreement with City participation for the construction of the project.
This project is located in COUNCIL DISTRICT 2
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and award of the contract, funds are available in the current
capital budget, as appropriated, in the Water/Sewer Bond 2016 Fund CFA-Rancho Canyon 30in WM project. Prior to any expenditure being
incurred,the Water Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Dana Burghdoff 8018
Originating Business Unit Head: Chris Harder 5020
Additional Information Contact: Jeremy Gunderman 8369
Expedited