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HomeMy WebLinkAboutContract 42331CITY SECRETARY CONTRACT NO , ~#::012) g •• -:t- CONTRACT Between CITY OF FORT WORTH and ATKINS NORTH AMERICA, INC. For Brownfields Assessment Grant Environmental and Engineering Consulting Services Project#: ENV 11-03: EECS Transportation & Public Works Department Environmental Services Division September 2011 Qti:15900 A28369CFD og-26-11P04:58 FILE M&C Re view Page 1 of 2 Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA FORT WORTH ~ DATE: CODE: COUNCIL ACTION: Approved on 7/19/2011 711912011 REFERENCE NO.: C TYPE: **C-25013 LOG NAME: PUBLIC CONSENT HEARING: 20BROWNFIELD GRANT/ ATKINS N. AMERICA NO SUBJECT: Authorize Execution of a Professional Services Contract with Atkins North America , Inc., for Environmental and Engineering Consulting Services associated with Brownfield Grant Not to Exceed $393 ,000 .00 Per Grant Term (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a professional services contract with Atkins North America , Inc., for environmental and eng ineering consult ing services associated with the Brownfield Grant not to exceed $393 ,000 .00 per grant term . DISCUSSION: The Environmental Services Division of the Transportation and Public Works Department requires a professional services contract fo r the provision of environmental and engineering consultant services on an as-needed basis for the Brownfield Grant. Qualifications were requested from environmental and engineering consult i ng service providers and 11 firms submitted Statements of Qualifications on February 3 , 2011 . Staff reviewed the Statements of Qualifications received and selected Atkins North America , Inc ., based on demonstrated competence and qualifications to perform the services . Staff then reviewed the sealed cost proposal and determined the prices submitted to be fair and reasonable. Staff recommends award of the contract to Atkins North America , Inc. The contract will expire on September 30 , 2013 (grant term) unless extended in writing by mutual ag reement between parties . Atkins North America , Inc ., is in compliance w ith the City's M/WBE O rdinance by comm itt ing to 15 percent M/WBE part ic ipat ion . The City's goal on this project is 15 percent. The follow i ng firms submitted Statements of Qual ifications : AMEC Earth and Environmental, Inc. Antea USA, Inc. ATC Associates , Inc. Atkins North America, Inc. (formerly PBS&J, an Atkins Company) Dunaway Associates Enercon Services, Inc. Providence Rone Eng i neeri ng and Environmenta l Group, LLC SCS Engineers Terracon Consultants, Inc. TRC Environmental Corp . This is for ALL COUNCIL DISTRICTS . FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operat ing http :// apps. cfwnet. org/ counc il _packet/me _review .asp ?I D= 15 25 O&co uncildate=7 / 19 /20 11 9/9/2011 M&C Review budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Page 2 of2 FROM Fund/Account/Centers GR76 539120 020214379010 $196 .500 .00 GR76 539120 020214379020 $196 .500.00 Fernando Costa (6122) Douglas W. Wiersig (7801) Michael A. Gange (6569) http://apps.cfwnet.org/council_packet/mc _review.asp?ID= 15250&councildate=7/19/2011 9/9/2011 STATE OF TEXAS COUNTY OF TARRANT § § § KNOWN ALL BY THESE PRESENTS : PROFESSIONAL SERVICES AGREEMENT BROWNFIELDS ASSESSMENT GRANT ENVIRONMENTAL AND ENGINEERING CONSUL TING SERVICES This Contract is entered into by and between the City of Fort Worth ("City"), a home-rule municipal ity located within Tarrant , Denton , Parker, and Wise Counties , Texas , acting through Fernando Costa , its duly authorized Assistant City Manager, and Atkins North America , Inc., ("Contractor"), acting by and through Dennis A. McAfee , Jr., its duly authorized Principal-in-Charge . City and Contractor may be referred to herein individually as a Party , or collectively as the Parties. WITNESSETH : That for and in consideration of mutual covenants and agreements herein contained , the Parties hereto mutually agree as follows: ARTICLE 1. DEFINITIONS City means the City of Fort Worth. Change Order means an officially authorized and executed written amendment to th is contract or to a Task Order, issued by the City. Contract Documents shall consist of the written , printed , typed and drawn instruments which comprise and govern the performance of the work . Said Contract Documents include , but are not limited to , the notice to bidders , instructions to bidders , special instructions to bidders , addenda to the notice to bidders , proposal , plans , specifications , maps , blueprints , notice of award , general conditions , special conditions , supplementary conditions , general provisions , special provisions , work order(s), change orders , this Contract and the payment , performance , and maintenance bonds . The Contract Documents shall also include any and all supplemental agreements approved by the Owner which may be necessary to complete the work in accordance with the intent of the plans and specifications in an acceptable manner, and shall also include the additional instruments bound herewith . Contractor means Atkins North America , Inc. Professional Services Agreement -Atkins North America , Inc . Brownfields Assessment Grant Envi ronmental and Engineering Serv ices Page 1 of 19 Notice to Proceed means the officia l letter issued by the City , pursuant to the Code of the City of Fort Worth and City ordinances and policies that authorizes Contractor to begin work. Task Order means an officially authorized and executed written description and specification directing the Contractor to perform specific services within the scope of this contract , issued by the City. ARTICLE 2. SERVICES Contractor hereby agrees to perform as an independent contractor the services set forth in the Scope of Work attached hereto as Attachment "A ". This contract is to provide the City of Fort Worth with professional services for environmental and engineering consulting projects during the term of the agreement. This contract is contingent grant funding actually being provided by the federal government. There is no guarantee of work granted by this contract and nothing in this contract is to be construed as an exclusive agreement with the contractor to provide the City with professional services of this type , or as an agreement by the City to guarantee the Contractor any specific projects or quantities of work. THERE IS NO MINIMUM GUARANTEE OF ANY WORK UNDER THIS CONTRACT. Individual projects will be authorized on a Task Order basis when the City elects to proceed with each specific effort. City shall not pay for any work performed by Contractor or its subcontractors , subcontractors and/or suppliers that has not been specifically ordered by the City in writing on a duly executed Task Order or Change Order. Contractor shall not be compensated for any work that is verbally ordered by any person and shall rely only upon written authorization to conduct work . ARTICLE 3. COMPENSATION Section 1. Fee Schedule . City and Contractor agree to the unit prices , employee labor rates, and other costs as specified in this contract. Contractor shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies , and equipment necessary to complete the services described in Attachment "A ". However the total fee paid by the City shall not exceed a total of three hundred ninety three thousand dollars ($393,000) and the City will not be liable for any Contractor fees, costs, or other remuneration in excess of this amount unless the City has signed and issued a formal modification to this contract. Section 2. Task Orders. Professiona l Services Agreement -Atk ins North America , Inc . Brownfields Assessment Grant Env ironmental and Engineering Services Page 2 of 19 City will issue a Task Order to Contractor that details the work to be performed by the Contractor. Task Orders will include at a minimum a unique Task Order Number, project address , scope of work, date to commence work , time period to comp lete work and the not to ·exceed payment amount for the task . Section 3. Invoice and Payment. The Contractor shall provide monthly invoices to the City . All invoices must reflect the City Task Order number. Invoices shall contain a detailed breakdown to include : labor including employee name , functional title , date and hours of work performed ; internal supplies and services provided ; and external supplies and services provided. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Contractor's invoice for payment of same . In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid . No interest will accrue on any contested portion of the billing until mutually resolved . City will exercise reasonab leness in contesting any billing or portion thereof. The Contractor shall also provide the City with quarterly updates showing the total and itemized costs incurred to the City for each task ordered and the amount remaining in the contract not-to-exceed amount. Contractor shall receive no add itional compensation for work delays or hindrances except when direct and unavoidable extra costs to the Contractor are caused by the City 's gross negligence . ARTICLE 4 . TERM Unless terminated pursuant to the terms herein , this Agreement shall be for a term of one year, beginning upon the date of its execution . In addition , the term may be extended by a written mutual agreement of the parties , for up to two (2) one-year terms . ARTICLE 5. INDEPENDENT CONTRACTOR Contractor shall operate hereunder as an independent contractor , and not as an officer, agent , servant , or employee of the City . Contractor shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same , and shall be solely responsible for the acts and omissions of its officers , agents, employees, contractors and subcontractors . The doctrine of respondeat superior shall not apply as between City and Contractor, its officers , agents, Professional Services Agreement -Atkins North America , Inc. Brownfie lds Assessment Grant Env ironmental and Engineering Serv ices Page 3 of 19 employees , contractors , and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Contractor. ARTICLE 6 . PROFESSIONAL COMPETENCE AND INDEMNIFICATION Work performed by Contractor shall comply in all aspects with all applicable local , state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards , bureaus and agencies. Approvals issued by the City or another entity shall not constitute or be deemed to be a release of the responsibility and liability of Contractor or its officers, agents, employees , contractors and subcontractors for the accuracy and competency of its services performed hereunder, which shall be performed in accordance with the applicable professional standard of care. Subject only to the provisions of Texas Local Government Code Section 271.904, the Contractor shall otherwise indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Contractor or Contractor's agent, contractor under contract, or another entity over which the Contractor's exercises control. ARTICLE 7. INTELLECTUAL PROPERTY Section 1. Rights in data. The City shall have unlimited rights in all data delivered under this contract , and in all data first produced in the performance of this contract. Section 2 . Intellectual property rights and ownership. All intellectual property work product developed by Contractor under this contract shall be the sole property of the City and the City shall have unlimited rights in such work product. All intellectual property work product developed by Contractor under this contract shall be considered "work for hire " and rights , title , and interests to all intellectual property shall vest in the City . Contactor affirmatively , by executing this contract, disclaims all such intellectual property interests in favor of the City . In the event that any rights , title , or interest shall by operation of law or otherwise fail to vest in the City or become void or voidable , Contractor shall a) transfer all rights, title , and interest to intellectual property to the City ; or alternatively and at the discretion of the City the Contractor shall b) grant an unlimited and exclusive license for publication, sale , reproduction, or use by the City and its authorized sublicensees of all intellectual property developed under f his contract. Contractor agrees to timely execute any Profess ional Services Agreement-Atkins North America , Inc . Brownfields Assessment Grant Environmental and Engineering Services Page 4 of 19 documents or take any other actions as may reasonably be necessary, or as the State may reasonably request , to perfect the State 's ownership , license , or other rights to any work product. Contractor shall not use , sell , transfer , or authorize a third party to use any work product , copyrights , trademarks , or other intellectual property (or derivatives thereof) of the work product developed under this contract without the express written consent of the City. ARTICLE 8. INDEMNIFICATION Section 1. Definitions . In this paragraph , the following words and phrases shall be defined as follows: Environmental Damages shall mean all claims , judgments , damages , losses , penalties , fines , liabilities (including strict liability), encumbrances , liens costs , and expenses of investigation and defense of any claim , whether or not such claim is ultimately defeated , and of any good faith settlement of judgment, of whatever kind or nature , contingent or otherwise , matured or unmatured , foreseeable or unforeseeable , including without limitation reasonable attorney's fees and disbursements and consultant 's fees , any of which are incurred as a result of the existence of a violation of environmental requirements perta ining to work performed under this contract or by the operations of the Contractor and Subcontractors , and including without limitation : a . Damages for personal injury and death , or injury to property or natural resources ; b. Fees incurred for the services of attorneys , consultants , contractors , experts , laboratories and investigation or remediation of the monitoring wells or any violation of environmental requirements including , but not limited to , the preparation of any feasibility studies or reports of the performance of any cleanup , remediation , removal , response , abatement , containment , closure , restoration or monitoring work required by any federal , state or local governmental agency or political subdivision , or otherwise expended in connection with violations or environmental requirements , and including without limitation any attorney's fees , costs and expenses incurred in enforcing this contract or collecting any sums due hereunder; and c. Liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the items referenced in subparagraph (b) herein. Professional Services Agreement -Atkins North America , Inc. Brownfie lds Assessmen t Grant Env ironmental and Eng ineering Services Page 5 of 19 Environmental requirements shall mean all applicable statutes , regulations , rules , plans , authorizations , concessions , franchises , and sim ilar items , of all governmental agencies , departments , commissions , boards , bureaus , or instrumentalities of the United States, states , and political subdivisions thereof and all applicable judicial , administrative , and regulatory decrees , judgments , and orders relating to the protection of human health or the environment , including without limitat ion : a . All requirements , including , but not limited to , those pertaining to reporting , licensing , emissions , discharges , releases , or threatened releases of hazardous mate rials , pollutants , contaminants or hazardous or toxic substances , materials , or wastes whether sol id , liquid , or gaseous in nature , into the air , surfacewater, groundwater, stormwater, or land , or relating to the manufacture , processing , distribution , use, treatment , storage , disposal , transport , or handling of pollutants , contaminants , or hazardous or toxic substances , materials , or wastes , whethe r solid , liquid , or gaseous in nature ; and b . All requirements pertaining to the protection of the health and safety of employees or the public. Section 2. General Indemn ification . CONTRACTOR DOES HEREBY RELEASE , INDEMNIFY, REIMBURSE , DEFEND , AND HOLD HARMLESS THE CITY , ITS OFFICERS , AGENTS , AND EMPLOYEES , FROM AND AGAINST ANY AND ALL LIABILITY , CLAIMS , SUITS, DEMANDS , OR CAUSES OF ACTIONS WHICH MAY ARISE DUE TO ANY LOSS OR DAMAGE TO PERSONAL PROPERTY , OR PERSONAL INJURY , AND/OR DEATH , OCCURRING AS A CONSEQUENCE OF THE CONTRACTOR'S OPERATIONS UNDER THIS AGREEMENT , WHEN SUCH INJURIES , DEATH , OR DAMAGES ARE CAUSED BY THE SOLE NEGLIGENCE OF CONTRACTOR , ITS OFFICERS , AGENTS , EMPLOYEES , OR CONTRACTORS , OR THE JOINT NEGLIGENCE OF CONTRACTOR , ITS OFFICERS , AGENTS , EMPLOYEES , OR CONTRACTORS AND ANY OTHER PERSON OR ENTITY . Section 3 . Environmental Indemn ification . CONTRACTOR DOES HEREBY RELEASE , INDEMNIFY , DEFEND , REIMBURSE , AND HOLD HARMLESS THE CITY , ITS OFFICERS , AGENTS , AND EMPLOYEES , AGAINST ANY AND ALL ENVIRONMENTAL DAMAGES AND THE VIOLATION OF ANY AND ALL ENVIRONMENTAL REQUIREMENTS RESULTING FROM CONTRACTOR'S OPERATIONS UNDER THIS AGREEMENT WHEN SUCH ENVIRONMENTAL DAMAGES OR VIOLATION OF ENVIRONMENTAL REQUIREMENTS ARE CAUSED BY THE ACT OR OMISSION OF CONTRACTOR , ITS OFFICERS , AGENTS , EMPLOYEES , OR CONTRACTORS , OR THE JOINT ACT OR OMISSION OF Professional Services Agreement -Atkins North America , Inc. Brownfields Assessment Grant Env ironmental and Engineering Services Page 6 of 19 CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR CONTRACTORS AND ANY OTHER PERSON OR ENTITY. Section 4. The obligations of the Contractor under this Article shall include, but not be limited to, the burden and expense of defending all claims, suits and administrative proceedings (with counsel reasonably approved by the City), even if such claims , suits or proceedings are groundless, false , or fraudulent , and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons. Upon learning of a claim , lawsuit, or other liability which Contractor is required hereunder to indemnify, City shall provide Contractor with reasonable timely notice of same. Contractor under this contract agree that it assumes joint and several liability for any claim by the City or for a third party claim against the City for general or environmental damages caused by any of its subcontractors. The obligations of the Contractor under this paragraph shall survive the expiration or termination of this Agreement and the discharge of all other obligations owed by the parties to each other hereunder. ARTICLE 9. INSURANCE AND BONDS The Contractor certifies it has, at a minimum, current insurance coverage as detailed below and will maintain it throughout the term of this Contract. Prior to commencing work , the Contractor shall deliver to City, certificates documenting this coverage. The City may elect to have the Contractor submit its entire policy for inspection. A. Insurance coverage and limits : 1. Commercial General Liability Insurance $1 ,000 ,000 each occurrence ; $2,000 ,000 aggregate 2 . Professional Liability Insurance $1 ,000,000 each occurrence; $1,000,000 aggregate 3. Automobile Liability Insurance Coverage on vehicles involved in the work performed under this contract: $1 ,000 ,000 per accident on a combined single limit basis or: $500,000 bodily injury each person; $1,000,000 bodily injury each accident ; and $250,000 property damage Professional Services Agreement -Atkins North America , Inc . Brownfields Assessment Grant Environmental and Engineering Services Page 7 of 19 The named insured and employees of Contractor shall be covered under this policy . The City of Fort Worth shall be named an Additional Insured , as its interests may appear. Liability for damage occurring while loading , unloading and transporting materials collected under the Contract shall be included under this policy. 4 . Worker's Compensation Coverage A: statutory limits Coverage B : $100 ,000 each accident $500 ,000 disease -policy limit $100 ,000 disease -each employee B. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with the Contract. 1. Applicable policies shall be endorsed to name the City an Additional Insured thereon , as its interests may appear. The-term City shall include its employees , officers , officials, agents , and volunteers as respects the Contracted services .. 2. Certificate(s) of Insurance shall document that insurance coverage specified herein are provided under applicable policies documented thereon . 3. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements . 4 . A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the City . A ten (10) days notice shall be acceptable in the event of non-payment of premium . Such terms shall be endorsed onto Contractor's insurance policies . Notice shall be sent to Department of Risk Management, City of Fort Worth, 1000 Throckmorton Street, Fort Worth , Texas 76102 . 5. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and , such insurers shall be acceptable to the City in terms of their financial strength and solvency. 6. Deductible limits , or self-insured retentions , affecting insurance required herein shall be acceptable to the City in its sole discretion; and , in lieu of traditional insurance , any alternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or Letters of Credit may also be acceptable to the City . 7 . Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Contract. Professional Services Agreement -Atkins North America , Inc. Brownfields Assessment Grant Environmental and Engineering Services Page 8 of 19 8. The City shall be entitled , upon its request and without incurring expense , to review the Contracto r's insurance policies including endorsements thereto and , at the City's discretion ; the Contractor may be required to provide proof of insurance premium payments. 9 . The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclus ions. 10 . The City shall not be responsible for the direct payment of any insurance premiums required by the contract. It is understood that insurance cost is an allowable component of Contractor's overhead . 11 . All insurance required above shall be written on an occurrence basis in order to be approved by the City. 12. Subcontractors to the Contractor shall be required by the Contractor to maintain the same or reasonably equivalent insurance coverage as required for the Contractor. When subcontractors maintain insurance coverage , Contractor shall provide City with documentation thereof on a certificate of insurance . Notwithstanding anything to the contrary contained herein , in the event a subcontractor's insurance coverage is canceled or terminated , such cancellation or termination shall not constitute a breach by Contractor of the contract. ARTICLE 10 . LICENSES AND PERMITS Contractor certifies and warrants that on the day any work is to commence under this contract and during the duration of the contract it shall have and maintain all of the current , valid , and appropriate federal, state , and local licenses and permits necessary for the provision of services under this contract. Contractor also certifies that if it uses any subcontractor in the performance of this contract , that such subcontractor shall have and mainta in all of the current , valid , and appropriate federal , state , and local licenses and permits necessary for the provision of services under this contract. ARTICLE 11. TRANSFER OR ASSIGNMENT City and Contractor each bind themselves , and their lawful successors and assigns , to th is Agreement. Contractor has been engaged as a consequence of Contractor's specific and unique skills ; Assignment will only be granted under unusual circumstances and at the sole discretion of the City. Contractor, its lawful successors and assigns , shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City . Professional Services Agreement-Atkins North America , Inc . Brownfields Assessment Grant Environmental and Engineer ing Services Page 9 of 19 ARTICLE 12 . RIGHT TO AUDIT (a) Contractor 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 Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary facilities and shall be prov ided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section . City shall give Contractor reasonable advance notice of intended audits . (b) Contractor further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting contractor agrees that the City shall , until the expiration of three (3) years after final payment under the subcontract , have access to and the right to examine any directly pertinent books , documents , papers and records of such subcontractor, involving transactions to the subcontract , and further , that City shall have access during normal working hours to all subcontractor facilities , and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article . City shall give Contractor and any subcontractor reasonable advance notice of intended audit. (c) Contractor and subcontractors agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Contractor for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed . ARTICLE 13. MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION In accordance with City Ordinance No. 15530 , the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE ") in City contracts. Contractor agrees to a minimum M/WBE participation of 15% in accordance with its proposal and the aforementioned ordinance. Contractor acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Contractor may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. ARTICLE 14 . NON-DISCRIMINATION Professional Services Agreement-Atkins North America , Inc . Brownfields Assessment Grant Environmental and Engineering Serv ices Page 10 of 19 During the performance of this contract, Contractor shall not discriminate in its employment practices and shall comply with all applicable provisions of Chapter 17, Article Ill of the Code of the City of Fort Worth. Contractor agrees not to discriminate against any employee or applicant for employment because of because of age, race, color , religion , sex , disability , national origin , sexual orientation , transgender, gender identity or gender expression in any manner involving employment, including the recruitment of applicants for employment, advertising, hiring, layoff, recall , termination of employment, promotion , demotion, transfer, compensation, employment classification, training and selection for training or any other terms, conditions or privileges of employment. Contractor agrees to post in conspicuous places , available to employees and applicants for employment, notices setting forth the provisions of the non-discrimination clause. Contractor also agrees that in all solicitations or advertisements for employees placed by or on behalf of this contract, that Contractor is an equal opportunity employer. ARTICLE 15. OBSERVE AND COMPLY Contractor shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Contractor agrees to defend, indemnify and hold harmless City and all of its officers , agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance , or regulation, whether it be by itself or its employees. ARTICLE 16. DEFAULT If Contractor fails to begin work or to complete work within the time specified in a Task Order City shall have the right to take charge of and complete the work in such a manner as it deems appropriate. If the City exceeds the costs detailed herein or in the Task Order, City may deliver to Contractor a written itemized statement of the excess costs and Contractor shall reimburse the City for such excess costs without delay . If at any time during the terms of this contract, the work of the Contractor fails to meet the specifications of the Contract Documents or to meet the standards of duty, care , or proficiency of a reasonable and competent Contractor, City may notify the Contractor of the deficiency in writing. Failure of the Contractor to correct such deficiency and complete the work required under this contract or a Task Order to the satisfaction of the City within ten (10) days after written notice shall constitute default, and shall result in termination of this contract. Professional Services Agreement -Atkins North America , Inc. Brownfields Assessment Grant Environmental and Engineering Services Page 11 of 19 Contractor shall not be deemed to be in default because of any failure to perform under this contract if the failure arises solely from causes beyond the control of the Contractor and without any fault or negligence by the Contractor. Such causes shall include acts of God , acts of war or terrorism , fires , floods, epidemics, quarantine restrictions , labor strikes , freight embargoes , and events of unusually severe weather. ARTICLE 17 . TERMINATION City may terminate this contract without cause by giving thirty (30) days written notice to Contractor . In the event of termination , any work in progress will continue to completion unless otherwise specified in the notice of termination. If the City terminates this contract under this provision, City shall pay Contractor for all services performed prior to the termination and for any work in progress which Contractor is required to complete pursuant to this provision. Termination shall be without prejudice to any other remedy the City may have . All data and completed or partially completed documents prepared under this contract shall be promptly turned over to the City upon termination of this contract. ARTICLE 18. VENUE AND JURISDICTION If any action , whether real or asserted, at law or in equity , arises on the basis of any provision of this Agreement, jurisdiction and venue for such action shall lie in state courts located in Tarrant County , Texas or the United States District Court for the Northern District of Texas -Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas . ARTICLE 19. CONTRACT CONSTRUCTION The Parties acknowledge that each party and , if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. ARTICLE 20. HEADINGS The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. ARTICLE 21. COUNTERPARTS Professional Services Agreement -Atkins North America , Inc. Brownfields Assessment Grant Environmental and Engineering Serv ices Page 12 of 19 This Agreement may be executed in one or more counterparts and each counterpart shall , for all purposes , be deemed an original , but all such counterparts shall together constitute but one and the same instrument. ARTICLE 22 . SEVERABILITY The prov1s1ons of this Agreement are severable , and if any word , phrase , clause , sentence , paragraph , section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be inval id or unconstitutional for any reason , the remainder of this Agreement and the application of such word , phrase, clause , sentence , paragraph, section , or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein . ARTICLE 23. RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to Contractor constitute or be construed as a waiver by the City of any breach of covenant , or any default which may then exist , on the part of Contractor, and the making of any such payment by the City while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the City with respect to such breach or default. Any waiver by either party of any provision or condition of the contract shall not be construed or decreed to be a waiver of any other provision or condition of th is Contract , nor a waiver of a subsequent breach of the same provision or condition , unless such waiver be expressed in writing by the party to be bound . All costs and attorneys fees incurred by the City in the enforcement of any provision of this contract shall be paid by the Contractor. The remedies provided for herein are in addition to any other remedies available to the City elsewhere in this contract and by law. ARTICLE 24. NOTICES Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested , postage prepaid , to the address of the other Party shown below: If to the City: City of Fort Worth TPW -Environmental Services Division Professional Services Agreement-Atkins North America , Inc . Brownfields Assessment Grant Env ironmental and Engineering Serv ices Page 13 of 19 If to the Contractor: Attn : Michael Gange , Assistant Director 1000 Throckmorton Street Fort Worth , Texas 76102-6311 Atkins North America , Inc . Attn: Nancy Hunziker-Klaes , REM , CSEM 101 Summit Avenue , Suite 1014 Fort Worth , TX 76102 ARTICLE 25. WARRANTY Contractor warrants that it understands the currently known hazards and suspected hazards which are presented to persons, property and the environment by the types of work which are to be performed under this contract. Contractor further warrants that it will perform all services under this Contract in a safe , efficient and lawful manner using industry accepted practices , and in full compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of services under this Contract. ARTICLE 26 . NO THIRD-PARTY BENEFICIARIES This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not , in any form or manner, be considered a third party beneficiary of this Agreement. Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments . ARTICLE 27 . ENTIRETY This contract , the contract documents , and any other documents incorporated by reference herein are binding upon the parties and contain all the terms and conditions agreed to by the City and Contractor, and no other contracts , oral or otherwise , regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. In the event of any conflict between this contract and any other contract documents , then the terms of this contract shall govern . This portion of page left intentionally blank . Professional Services Agreement -Atkins North America , Inc. Brownfields Assessment Grant Env ironmental and Engineering Serv ices Page 14 of 19 ATIACHMENT A SCOPE OF WORK THERE IS NO GUARANTEE OF ANY WORK UNDER THIS CONTRACT , however the types of work which the Contractor will perform upon specific written authorization by the City shall include the following , and related environmental and engineering consulting services : Petroleum Related Work • Phase I Environmental Site Assessments in strict accordance with the All Appropriate Inquiries Final Rule . Include a detailed listing of types of properties assessed a long with specific examples and references. • Phase II Environmental Site Assessments including potential impacts to soil , groundwater, surface water, and air. Contractor will provide turn-key services including development of the QAPP , project oversight , drilling services if needed, laboratory services , CAD services , etc . Note : Inc lude a deta iled listing of specific jobs that include the type of work performed , proposed cost of work , time to comp lete work , reference , and any change orders. Hazardous Substance Related Work • Phase I Environmental Site Assessments in strict accordance with the All Appropriate Inquiries Final Rule . Include a deta iled listing of types of properties assessed along with specific examples and references. • Phase II Environmental Site Assessments including potential impacts to soil , groundwater, surface water, and air. This also includes the ability to write and operate under Quality Assurance Project Plans that meet the requirements of the U.S . Environmental Protection Agency Brownfields Program . Include a detailed listing of type of properties and/or contaminants investigated along with specific examples and references. All work must be performed in accordance with applicable federal , state and local regulations. This list is intended to be illustrative and not exhaustive , and similar or related services may be ordered subject to the terms of this contract and as specifically authorized by the City. Professional Services Agreement -Atkins North America , Inc . Brownfields Assessment G rant Environmental and Eng ineering Serv ices Page 15 of 19 ATTACHMENT B. FEE SCHEDULE Prices for professional services rendered under this contract will be as specified in the schedule provided in the Contractor's proposal which follows in this attachment, and entitled "Brownfields Assessment Grant, Environmental and Engineering Consulting Services ". The total fee for services under this contract shall not exceed $393,000. Post, Buckley, Schuh & Jernigan, Inc., an Atkins Company Labor Rates by Grade (Min, Ave, Max) as of January 2011 PBS&J Job Titles in Grade Grad e Rodperson I N2 Administrative Clerk I N3 Receptionist I, Rodperson II N4 Adm inistra t ive Clerk II, Field Technician I, Junior Field Representative , Program Assistant I NS Field Technician II , Program Assistant II N6 CAD Technician I, Contract Specialist Assistant, Instrument Operator 11, Lab Technician II, Program Assistant Ill , ROW Technician I, Technician I N7 CAD Technician II, Field Representat ive, Project Coordination Assistant I, Sr Program Assistant I, Sr REM Fleet Specialist, Technician II N8 Contract Specialist , Party Chief II, ROW Technician II, Sr CAD Technician I, Sr Program Assi stant II, Sr Technician I, Sr Word Processor II N9 Sr CAD Technician II, Design Technician I, Sr Field Representative I, Sr Party Chief I, Sr Program Assistant Ill , Sr Technician II NlO CAD Design Technician, De sign Technician II , Sr Field Representative II, Sr Party Chie f I I Nll Administrative Coordinator I, Architect I, Construction Management Representative I, Contracts Administrator I, Designer I, Document Control Coordinator I, Engineer I, Estimator/Scheduler I, Geomaticist I, GIS Analyst I, Graphic Design Coordinator, Landsc a pe Architect I, Operations Analyst I, Operations Coordinator I, Planner I, Project Coordination Analyst I, ROW Agent I, Scientist I, Surveyor I, Technical Coordinator I ElO 201 1 Su m mary by Title an d Gr ade.,c lsx PRIVILEGED AND CONFIDENTIAL INFORMATION Professional Services Agreement -Atkins North America , Inc . Brownfields Assessment Grant Environmental and Engineering Services Fully Burdened Hourly Rates Min Ave Max $ 28.81 $ 28 .81 $ 28 .81 $ 28.03 $ 37 .02 $ 46.01 $ 44.86 $ 44.86 $ 44.86 $ 36.40 $ 48.93 $ 55.78 $ 46.29 $ 54.12 $ 71.95 $ 44.07 $ 54.51 $ 66 .91 $ 48.83 $ 64.88 $ 87 .51 $ 57 .51 $ 71.98 $ 103 .88 $ 57.57 $ 81.08 $ 112 .10 $ 73 .92 $ 97.90 $ 137.22 $ 28 .84 $ 72.31 $ 115 .05 Page 16 of 19 Summary by Gr ade Post, Buckley, Schuh & Jernigan, Inc., an Atkins Company Labor Rates by Grade (Min, Ave, Max) as of January 2011 PBS&J Fully Burdened Hourly Rates Job Titles in Grade Grade Min Ave Administ rative Coordinator II , Architect II, CAD Designer, CAD Manager I, Construct ion Management Representative II, Designer II , Engineer II, Estimator/Scheduler II, Geomaticist II, G IS Analyst II, ITS Analyst II, Landscape Architect II, Operations Analyst I I, Operations Coordinator I I, Planner I I, Project Coordination Analyst II, Public Information Specialist II, Scientist II, Software Developer 11, Sr Technical Writer, Surveyor II, Technical Coordinator II Ell $ 48 .07 $ 82 .08 Associate Construction Manager, Associate Project Manager, CAD Manager II, Engineer Il l, Serv ice Operations Coordinator, Sr Administrative Coordinator I, Sr Contracts Administrator I, Sr Designer I, Sr Engineer I, Sr Estimator/Scheduler I, Sr GIS Analyst I, Sr Interior Designer I, Sr ITS Analyst I, Sr Landscape Archi t ect I, Sr Office Engineer I, Sr Operations Coordinator I, Sr Planner I, Sr Project Engineer I, Sr Public Information Specialist, Sr ROW Agent I, Sr Scientist I, Sr Software Developer I, Sr Surveyor I, Sr Technical Coordinator I, Tox icology Lab Manager E12 $ 68 .82 $ 104.38 Construct ion Manager, Proj ect Control Manager, Proj ect Manager, Regional Quality Assurance/Safety Manager, Software Development Manager, Special Projects Manager, Sr Architect II, Sr Business Analyst II, Sr Contracts Administrator II, Sr Designer II, Sr Engineer II, Sr Estimator/Scheduler II, Sr GIS Analyst II , Sr ITS Analyst II , Sr Landscape Archi t ect II, Sr Planner II, Sr Project Engineer II, Sr ROW Agent II, Sr Scientist II, Sr Service Operations Coordinator, Sr Software Developer II, Sr Surveyor II, Sr Technical Coordinator II E14 $ 90.30 $ 128.55 2011 Summary by Title and Gra de.xl sx PRIVILEGED AND CONFIDENTIAL INFORMA T/ON OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Max $ 129 .57 $ 211.62 $ 196.33 Professional Services Agreement -Atkins North America , Inc . Brownfields Assessment Grant Environmental and Engineering Services Page 17 of 19 Summa ry by Grade Post, Buckley, Schuh & Jernigan, Inc., an Atkins Company Labor Rates by Grade (Min, Ave, Max) as of January 2011 PBS&J Fully Burdened Hourly Rates Job Titles in Grade Grade Min Ave Max Business Development Manager, Group Manager, Management Solutions Consultant II, Program Manager, Resident Engineer, Sr Architect Il l, Sr Construction Manager, Sr Engineer Ill, Sr Estimator/Scheduler Ill, Sr GIS Analyst Ill, Sr ITS Analyst Ill, Sr Landscape Architect Ill, Sr National Pursuits Marketing Manager, Sr Planner Ill, Sr Project Manager, Sr ROW Agent Ill, Sr Scientist Ill, Sr Software Developer Il l, Sr Surveyor Il l, Virtual Design and Construction Manager E15 $ 107.89 $ 161.88 $ 252 .87 Division Manager, Project Director, Sr Architect IV, Sr Business Development Manager, Sr Engineer IV , Sr Group Manager, Sr ITS Analyst IV, Sr Landscape Architect IV, Sr Management Solutions Consultant, Sr Planner IV, Sr Program Manager, Sr Resident Engineer, Sr Scientist IV E16 $ 117.84 $ 203 .86 $ 358.79 District Director, Principal Program Manager, Principal Project Director, Principal Technical Professional, Regional Business Sector Manager, Sr Division Manager E17 $ 157 .72 $ 242 .39 $ 367 .46 REIMBURSABLE COSTS: Reimbursable costs include fees for out-of-pocket expenses, the cost of which shall be charged at actual costs plus 10%* for administrative expenses. SUBCONTRACTOR ADMINISTRATION: Subcontractor administration f ees shall be charged at actual costs plus 10"/o*. * The markups for reimbursable and subcontractor administration may vary depending on contract conditions. It is t ypically 10% but is negotiable depending on the defined scope . 2011 Summary by Ti t le an d Grade.xlsx PRIVILEGED AND CONFIDENTIAL INFORMATION Professional Services Agreement -Atkins North America, Inc. Brownfields Assessment Grant Environmental and Engineering Services Page 18 of 19 Summary by Grade SIGNATURE PAGE PROFESSIONAL SERVICES AGREEMENT BROWNFIELDS ASSESSMENT GRANT ENVIRONMENTAL AND ENGINEERING CONSUL TING SERVICES IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals the day and year first above written, in Fort Worth, Tarrant County, Texas. ATKINS NORTH AMERICA, INC . Fernando Costa Assistant ~ty ~anager Date ~!23. 'I I .t?~ 4rtf~:~ Dennis A. McAi~ ~ Principal-in-Charge ~ d,.__,L ~-\ APPROVED AS TO FORM AND LEGALITY: ~~ Arthur N . Bashor Assistant City Attorney Witness Seal: ~~: i ) \ Gui (WO /\Ao ; . ~1l" Marty Hendrix ~~AJ" 'lltiQ City Secretary ff~(/¢,. Q~o o~~- J -,"-\\ P.!:g ,~~ Date \0\ ;Z: C..-~~~ \'::') ~~*ooo oo~§ M&C ~~ 0 0000000° 0 § 4tJ.l·1:x~i,.c>-<',i "'-ll.'U.,~~~ Professional Services Agreement -Atkins North America , Inc. Brownfields Assessment Grant Environmental and Engineering Services Rene de los R ioi1 Assistant Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 19 of 19 CERTIFICATE OF INSURANCE TO: CITY OF FORT WORTH Date: September 12, 2011 NAME OF PROJECT : Brownfields Assessment Grant Environmental and Engineering Consulting Service PROJECT NUMBER: ENV 11-03: EECS CONTRACTOR: Atkins North America, Inc. Please staple your Accord insurance form to this page. Your insurance form should list the City of Fort Worth as the additionally insured. Tuesday, April 13th @ 7pm Tuesday, May 4th or 11th @ 7pm Tuesday, June 8th, 15th, or 22nd @ 7pm Tuesday, August 3rd, 10th or 24th @ 7pm Wlllts Telephone : 813-281-2095 Fax: 813-28 1-2234 Website : www.willis .com Direct Line : 973-829-2940 E-mail : Eric.mu nroe@willis .co m August 26 , 2011 To : Certificate Holder From : Eric Munroe Willis of New York , Inc . Re : Atkins North America , Inc ., f/k/a Post , Buckley , Schuh & Jernigan , Inc . d/b/a PBS&J (and all related entities) 2001 NW 107 Avenue Miami , FL 33172 CERTIFICATES OF INSURANCE September 30 , 2011 Policy Renewal Date Property & Casualty Insurance (other than Professional/Pollution Liability) To Whom It May Concern : Negotiations are underway for Atkins North America , Inc. and their related ent ities September 30, 2011 insurance renewal. Once the negotiations are completed we will issue renewal certificates of insurance without a lapse in coverage . Renewal certificates can be ordered by faxing 877-945-7378, or e-mailing Certificates@Willis.com with this letter along with a copy of the expiring certificate(s), if available . Attaching a copy of the expiring certificate will help expedite the process . Thank you for your assistance . Willis of New York , Inc. 350 Mt. Kembl e Avenu e Morristown , NJ 07962 Additional Insured -Automatic -Owners, Lessees Or Contractors Poli cy N o. Exp. Date o f Pol. EIT. Date of End. Ag ency N o . Addi. Prem . GL0913945804 9/30/2011 9/30/2010 @ ZURICH Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Atkins North America, Inc. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II -Who Is An Insured is amended to include as an insured any person or organization who you are re- quired to add as an additional insured on this policy under a written contract or written agreement. B. The insurance provided to the additional insured person or organization applies only to "bodily injury", "property damage" or "personal and advertising injury" covered under SECTION I -Coverage A -Bodily Injury And Prop- erty Damage Liability and Section I -Coverage B -Personal And Advertising Injury Liability , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: I. Your acts or omissions ; or 2. The acts or omissions of those acting on your behalf; and resulting directly from: a. Your ongoing operations performed for the additional insured , which is the subject of the written contract or written agreement; or b. "Your work" completed as included in the "products-completed operations hazard", performed for the addi- tional insured , which is the subject of the written contract or written agreement. C. However, regardless of the provisions of paragraphs A. and B . above: I. We will not extend any insurance coverage to any additional insured person or organization: a. That is not provided to you in this policy; or b. That is any broader coverage than you are required to provide to the additional insured person or organiza- tion in the written contract or written agreement; and 2. We will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of: a. The Limits of Insurance provided to you in this policy ; or b. The Limits of Insurance you are required to provide in the written contract or written agreement. In cludes copyri g ht ed materi al o f In suran ce Servi ces Offi ce, In c ., with it s permi ss ion" U-G L-1175-B C W (3/200 7) Page I of2 D. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural , engineering or surveying services including : 1. The preparing, approving or failing to prepare or approve maps , shop drawings , opinions, reports , surveys , field orders, change orders or drawings and specifications ; and 2. Supervisory, inspection , architectura l or engineering activities . E. The additional insured must see to it that: I. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice ofa claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the add itiona l insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agree- ment requires that this coverage be primary and non-contributory . F. For the coverage provided by this endorsement: 1. The following paragraph is added to Paragraph 4.a. of the Other Insurance Cond iti on of Section IV -Com- mercial General Liability Co nditions : This insurance is primary insurance as respects o ur coverage to the addition al insured person or organization , where the written contract or written ag reement requires that this insurance be primary and non-contributory. In that event, we will not seek contribution from any other insurance policy available to the additiona l insured on which the additional insured person or organization is a Named Insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV -Co m- mercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured , in which the additional in sured on our policy is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the add ition a l insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. G. This endorsement does not app ly to an additiona l insured which has been added to this policy by an endorsement showing the additiona l insured in a Schedule of additional insureds, and which endorsement applies specifica ll y to that identified additiona l insured . Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as written. Includ es cop yrighted materi al of In surance Service s Office, In c., with it s penni ss ion . U-GL-1 I 75 B CW (3 /2007) Pa ge 2 of2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement , the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds " under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form . SCHEDULE Name of Person(s) or Organization(s): Each person or organization shown in the Schedule is an "insured " for Liability Coverage , but only to the extent that person or organization qualifies as an "insured " under the Who Is An Insured Provision contained in Section II of the Coverage Form . This endorsements is executed by the company designated below American Guarantee & Liability Insurance Company Effective Date: 9/30/2010 Expiration Date: 9/30 /2011 For attachment to Policy No . BAP913945704 Issued to Atkins North America , Inc . CA 20 48 02 99 Copyright , Insurance Services Off ice , Inc., 1998 Page 1 of 1 Waiver of Subrogation (Blanket) Endorsement Po lic y No . Eff Date of Pol. Ex p. Date of Po l. Eff Date of End. Pro du ce r Add 'I Prem Return Prem . GL0913945804 9/30/2010 9/30/2011 THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY . This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss , to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-G L-925 -B C W (12/01) Pa ge I of I COMMERCIAL INSURANCE Waiver Of Transfer Of Rights Of Recovery Against Others To Us POLI C Y NO. EFF . DATE OF POL EXP . DATE OF POL. EFF . ED AT E OF EN D. AG ENC Y NO. ADD'LPREM . RETU RN PR EM . B A P9 13945704 9/30/20 10 9/30 /20 11 This endorsement is issued by the company named in the Declarations. It changes the policy on the effective date listed above at the hour stated in the Declarations. This endorsement changes the policy. Please read it carefully. Named Insured: Atkins North America, Inc. Address: (including ZIP Code) This endorsement modifies in s urance provided under the: Business Auto Coverage Form Truckers Coverage Form Garage Coverage Form Motor Carrier Coverage Form Name of Person or Organization: SCHEDULE ALL PERSONS AND / OR ORGANIZATIONS THAT REQUIRE A WRITTEN CONTRACT OR AGREEMENT WITH THE TN SURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAT VER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/ OR ORGANIZATION. We waive any right of recovery we may have against the des ignated person or organization shown in the schedule because of payments we make for injury or damage caused by an "accident" or "loss " resulting from the ownership, maintenance, or use of a covered "auto " for which a Waiver of Subrogation is required in conjunction with work performed by yo u for the designated person or organization. The waiver applies only to the de s ig nated person or organization s hown in the schedule. Countersigned: Jl'I /Jtd!tl Date: Authorized Representative U-CA-320-B CW (4/94) Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. (Th e follo wing "attaching claus e" need be completed only when thi s endorsement is issued subs equent to preparation of the policy) This endorsement effective 12:01 AM 9/30/2010 forms a part of Policy No . WC913945904 Issued to By Premium Atk ins North America , Inc . Zurich American Insurance Company Included We have the right to recover our payments from anyone liable for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us . This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule This form is not applicable in California , New Jersey , or Texas . WC 00 03 13 (Ed . 4/84) Copyright 1988 National Council on Compensation Insurance Notific atio n to Others of Can cellation PoDcy No. Eff. Date of Pot Exp. Date of Pol. Elf. Oate of End. Produoer No. Add"I.Prem GLO 9139458-04 09/30/10 09/30/1 1 09/30/10 TH IS E NDORSEM ENT C HANGES THE POLICY. PLEA SE READ IT CA REF ULLY. This endorsement modifie~ insurance provided .unde r the: Comme rcial Gen eral U ab lllty Coverage Part Liquor Liabi l ity Coverage Part Products/Completed Operations Liab ility Coverage Part Return Prem. A. If we cancel this Coverage Part(s) by written notice to the Named Insured for any reasort other than nonpayment of premi um, we will mall or cleliVer a copy of such written notice of cance lla tion: 1. To the name and address correspond ing to each person or organizati on shown In the Schedule below; and 2 . At least 10 days prior to the effective date of the cancellati on, as advised in ou r notice to the Named Insured, or th e longe r number of days notlce lf Indicated In the Schedule below. B . It we cancel this Coverage Part(s) by wrHten notice to the Named Insured /or nonpayment of premiu m , we wm ma ll or d eliver a copy of ·such written notice of cance!latlon to lhe name and · address corresponding to each person or organization shown in the Schedule below al least 10 days prior to \he effective date o f such cancellation. ~. If notlce as described in Paragraphs A. or B. or this endorsement is malled, proof of mailing wlll be sufficient proof of such notlce. SCHEDULE Name and Address of Other Person(s } f Oraanizationlsl : "per schedule on fil e with compa ny· ~II other terms and conditions of th is poli cy remain u nchanged . Numbe r of Days Notice : 30 - l.l-GL-1-446-A Fl (05/1 0) Page 1 oi I lnclud~ copyrighted material of Insura nce Se~$ Office . Inc_, wKh Its p,ermlulon. B lanket Notification t o Others o f Cancellation ~ Z URICH Policy No. Eff. Date of Pol. Exp . Date of Po l. Eff. Date of End . Producer No. Ad d'I. Prem Re turn Prem . BAP 91 39457 -04 09/30 /1 0 09/3 0/11 02/25/11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This en dorsement modifies in surance provided unde r the : Commercial Automobile Coverage Part A. If we cance l this Coverage Pa rt by wr itten notice to the first Named Insured fo r any reason othe r than nonpayment of prem ium , we will del ive r electronic noti ficat ion t hat such Coverage Part has been cancelled to each person or organizat ion shown in a Schedule provided to us by the First Named Insured . Such Schedule : 1. Must be init_ially provided to us within 15 days: a . After the beginn ing of the po li cy pe ri od shown in the Declarations ; or b. Afte r th is endorsement has bee n added to policy ; 2 . Must contain the names and e-mail addresses of on ly the persons or organizations requ iring notificat ion that such Coverage Part has been cance ll ed ; 3. Must be in an electron ic format that is acceptable to us ; and 4. Must be accurate . Such Schedule may be updated and prov ided to us by the First Named Ins ured during the policy per iod . Such updated Schedule must comply with Pa ragraphs 2. 3. and 4. above. B. Our delivery of the electronic notifi cation as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our reco rds as of the date the notice of cance ll ation is ma iled or delivered to the first Named Insured . Del ivery of the notificat ion as described in Parag raph A. of this endorsement will be completed as soon as practicable after the effective date of cancellat ion to the fi rst Named Insured . C. Proof of emailing the electron ic notificat ion will be suffic ient proof that we have compl ied with Paragraphs A. and B. of this endorsemen t. D. Our delivery of electron ic notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only . Ou r failure to provide such delivery of electronic notification will no t: .1. Extend the Coverage Part cancellation date ; 2 . Negate the cance ll ation ; or 3 . Prov ide any addi ti ona l insurance that would not have been provided In the absence of th is endorsement E. We are not responsible for t he accuracy , integr ity , timeliness and validity of information conta ined in the Schedu le provided to us as described in Pa ragraphs A. and B. of this endorse ment * 30 DAY NOTICE OF CANCELLATION All other te rms and con ditio ns of th is po li cy rema in unchanged . Inc ludes copyrighted material of Insurance Services Office, Inc., with its permission . U-CA-3 88 -A (7/94) Page I of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY U-WC-332-A NOTIFICATION TO OTHERS OF CANCELLATION ENDORSEMENT Thi s endorsement is used to add the following to Part Six of the pol icy . PART SIX -CONDITIONS F. Notmcation To Others Of Cancellation 1. Jf we cancel this policy by written notice to you for any reason other than nonpayment of premium , we will deliver electronic notification to each person o r organization shown in a Schedule provided to us by you . Such Schedule: a. Must be initially provided to us within 15 days : After the beg inning of the policy period shown in the Declarations; or After this endorsement has been added to policy; b. Must contain the names and e-mail addresses of only the persons o r organizations requiring notification that this policy has been cancelled; c. Must be in an electronic format that is acceptable to us ; and d. Must be accurate . Such Schedule may be updated and provided to us by you during the policy period . Such updated Schedule must comply with Paragraphs b. c. and d. above . 2. Our delivery of the electronic notification as described in Paragraph 1. of th is endorsement will be based on the most recent Schedu le in our records as of the date the notice of cancellation is mailed or delivered to you . Delivery of the notification as described in Paragraph 1. of this endorsement will be completed as soon as practicable after the effective date of cancellation to you . 3. Proof of emailing the electronic notification will be sufficient proof that we have complied with Paragraphs 1. and 2. of this endorsement. 4. Our delivery of electronic notification described in Paragraphs 1. and 2. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will not: a. Extend the policy cancellation date; b. Negate the cancellation; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 5. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided to us as described in Paragraphs 1. and 2. of this endorsement. 30 DAY NOTICE OF CANCELLATION All other terms and cond itions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . (The infonnation below is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective : 02/23/11 Insured: The PBSJ Corporation Insurance Company U-WC-332-A Policy No. WC 9139459-04 Endorsement No . Premium$ (Ed . 07-94) Includes copy righted mate ri al of Nat ional Co unc il on Compensation Insurance , Inc. used with its perm iss ion . Willis Limited FINEX Global CONTRACT ENDORSEMENT INSURED: WS Atkins Pie end as more fully defined in the contract PERIOD: I April 2011 to31 March201 2 TYPE: Ins urance of UK PI Generic Primary tJJ\'IQUE MARKET REFERENCE: B0S0l l l209P11 ENDORSEMENT REFERENCE: 0002 EFFECTIVE DATE: l April 2011 local standard time at tbe addres s of the Insured. It is hereby noted and agreed that with eff.ect from the effective date above the following General Condition is added to the policy: "If INSURERS cancel this pol.icy prior to its expiry date by notice to the INSURED for any reason, INSURERS will send written notice of cancellation to the persons or organisations listed in the schedule to be .created end maintained by the INSURED (the "Cancellation Notice Schedule~) at least 30 days prior to the cancellation date applicable to the policy . Thi s notice will be in addition to any notice to the INSURED. The INSURED will provide an upd ated copy of th e Cancellat ion Notice Schedule to Insurers on a monthly basi s . The notice referenced in this endorsement is intended only to be n courtesy notification to th.e persoo(s) or organ.isstlon(s) muned in the Cancellation Notice Schedule in the event of a pending cancellation of coveragl!. INSURERS have no legal obligation of any kind to any such person(s) or organisation(s). Any failure to provide advance notice of cancellation to the person(s) or organisatioo(s) named in the Cance llation Notice Schedule will impose no obligation or liability of any kind upon INSURERS, will not extend any poli cy cancellation date and will not negate any cancellatio n of the policy. INSURERS are not responsi ble for verifying any infonnation in any Cancellation Noti ce Schedule, nor are JNSURERS responsible for any incorrect info rm ati on tbat the INSURED may use.n All other term s and conditions remain unaltered . Willi, Untiled WLM DRIii Willis lntc mul Re f OOUl Willis Limited FINEX Global WIilis CONTRACT ENDORS.EMENT INSURED: WS AtltiM Pie and a£ more fully defined in the comm.ct. PERlOD: 1 April 2011 lo 3 1 March 2012 'rYJ'E: Insurance of UK PI Generic Primary UNJQUE l\t:ARKl:!',T ltJt'll'ERENC E: B080I l J20')Pl I ENDORSEMENT REJni'.R.ENC E: OOOJ EFFECTIVE DATlt: 1 Apr[[ 201 1 loca l standnrd time 11.t !lte &ddress ofllle .tn!;Urro It is he.roby understood end 881eed that with effect fro,n lhe Effe(.1ive Date above the INSURED is amended lo read as follows : "INSUlOZD A) W S Atkins plc fonncrly W S Atkins Ltd aodlor Assocfatcd and/or Subsidiary Compan ias and Partncrsl:up s [ricluding b1,t not 1.imiti:u;l to Faith.ful-+Oould (foonerly Hanscomb Faithful & Gou ld} 1111d the Hot1ston, Tsxas office ofMSL Engineering Lid and a:s more fully defined herein but exclodi ng Ibo entitic• listed as INSURED B). 8) The Atkins US Holdings Cofl)Oration whlch is oomprised of tile fotlow io3 entities: Alktns North America Inc; Alklo s Michigan Inc: Atkios , P.A.; Pet« R Brown Construction, Ille; and the entities formerly known as : The PBSJ Corpc,iration Post, Bu<lk ley , Schuh & Jem iglln , lnc. doing business as PBS&J, PBS&J,P.A. ~illi., Lim iu:d WLMOEOJ Wilf 115 l11lrlllYlR.:I" OO(IJ PBS&J Cw-ibe Eogi11eering, C.S.J>. PBS&J Constructors, Jae. PBS&J lnternatlot1al, .Irle. PBS&.! Comtruction Services, Inc. Scmlnole Developrneat Corporation ~- Willis L im ited w, I I, s FINEX G lobill CONTRACT E ORSEl\mNT BQS-0 1112091'll 0003 Post Buoklcy de Arcntiaa S.A. John Powell &Associates, Inc Joon rownll &. Ass0ci:o.tes Jolm Powell &Associa.tos. a Sole Proprictar- Dvr1111m 1'«b.nol~ Inc. Welker & Associlltes Tri ·UM ~ia:tt:!!, Ino. W. Kl)(] & Associates, !nc . Cro.~lin & &i,oci~, Too . umd & Water Consulting BIP Associates Eco Scle11co<;orporatiofi Peter Brown Const:rootron, loo. PBS&J Caribe, LU' nnd/or As:aoclated illld/ot Subsldiary Compani~ and PatfMl'ships and !IS mon fully defined herein." All other term.~ and oond.lticl~ rem in unaltered , ""1111 Ll.;ttd WLMIJ6iji Wili• !Mt>iUII R<r 0003 JJ. 2 CONTRACTOR COMPLIANCE WITH WORKERS' COMPENSATION LAW Pursuant to V.T.C .A. Labor Code §406 .96 (2000), as amended , Contractor cert ifies that it provides workers' compensat ion insurance coverage for all of its employees employed on City of Fort Worth Department of Transportation and C ity of Fort Worth Project No . ENV 11-03: EECS. STATE OF TEXAS COUNTY OF TARRANT § § § CONTRACTOR Atkins North America, Inc. By : ,b~ () /"t~ #= Name : tf t'/M, '-) ,{. /41 ! ;/fl't' .J, Title: fJ~•M,;oul. f"' -CJu,,;t' ..-p Date: 9/tv/o 7 0 Before me , t he undersigned authority , on this day pe_rsonally . appeared e.,0 : s. A: M::.~e :J(known to me to be the person whose name 1s subscribed to the foregoing instrument , and acknowledged to me t hat he executed the same as the act and deed of Atkins North America, Inc. for the purposes and consideration therein expressed and in the capacity therein st ated . Given Under My Hand and Seal of Office this -1..k_ day of Se p e..J,er,20 ..... J-+-/- KAREN BARR My Commission Expires January 12, 2015 Notary Public in and for the State of Texas VENDOR COMPLIANCE TO STATE LAW The 1985 Session of the Texas Legislature passed House Bill 620 relative to the award of contracts to non-resident bidders. This law provides that, in order to be awarded a contract as low bidder, non-resident bidders (out of state contractors whose corporate offices or principal place of business are outside of the State or Texas) bid projects for construction, improvements, supplies or services in Texas at an amount lower than the lowest Texas resident bidder by the same amount that a Texas resident bidder would be requ i red too underbid a non-resident bidder in order to obtain a comparable contract in the State in which the non-resident's principal place of business is located. The appropriate blanks in Section A must be filled out by all out-of-state or non-resident bidders in order for your bid to meet specifications. The failure of out-of-state or non-resident contractors to do so will automatically disqualify that bidder. Resident bidders must check the box in Section B. A. Non-Resident vendors in _______ (give State), our principal place of business, are required to be percent lower than resident bidders by State law. A copy of the Statute is attached. Non-resident vendors in F / o, ,·J (\ (give State), our principle place of business, are not required to underbid resident bidders. B. Our principle place of business or corporate office(s) is in the State of Texas. D Bidder: Atkins North America, Inc. 101 Summit Avenue, Suite 1014 Fort Worth, Texas 76102 By : (Please Print) Signature r p Title (Please Print)