HomeMy WebLinkAboutContract 46190 CITY SECRETAW
CONTRACT W.
CITY OF FORT WORTH, TEXAS
STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home-rule
municipality (the "CITY"), and Professional Service Industries, Inc. (PSI, Inc.), authorized
to do business in Texas (the "ENGINEER"), for a PROJECT generally described as:
Proposal for Geotechnical Engineering Services, Proposal Victory Forest Community
Center.
Article I
Scope of Services
A. Scope of Services is set forth in Attachment A.
Article If
Compensation
A. The ENGINEER'S compensation (not-to-exceed $5,950.00) set forth in
Attachment A.
Article III
Terns of Payment
Payments to the ENGINEER will be made as follows:
A. Invoice and Payment
(1) The Engineer shall provide the City sufficient documentation,
including but not limited to meeting the requirements set forth in Attachment
A to this AGREEMENT, to reasonably substantiate the invoices.
(2) The ENGINEER will issue monthly invoices for all work performed
under this AGREEMENT. Invoices are due and payable within 30 days of
receipt.
(3) Upon completion of services enumerated in Article 1, the final
payment of any balance will be due within 30 days of receipt of the final
invoice.
OFFICIAL RECORD (4) In the event of a disputed or contested billing, only that portion so
CITY SEC contested will be withheld from payment, and the undisputed portion will be
RETARY paid. The CITY will exercise reasonableness in contesting any bill or portion
FT. ftRMI TX
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 1 of 16
PSI,Inc.
RECEIVED NOV 2 5 1014
thereof. No interest will accrue on any contested portion of the billing until
mutually resolved.
I
(5) If the CITY fails to make payment in full to ENGINEER for billings
contested in good faith within 60 days of the amount due, the ENGINEER
may, after giving 7 days' written notice to CITY, suspend services under this
AGREEMENT until paid in full. In the event of suspension of services, the
ENGINEER shall have no liability to CITY for delays or damages caused the
CITY because of such suspension of services.
I
Article IV
Obligations of the Engineer
Amendments to Article IV, if any, are included in Attachment B.
A. General
The ENGINEER will serve as the CITY'S professional engineering
representative under this Agreement, providing professional engineering
consultation and advice and furnishing customary services incidental
thereto.
B. Standard of Care
The standard of care applicable to the ENGINEER'S services will be the
degree of skill and diligence normally employed in the State of Texas by
professional engineers or consultants performing the same or similar
services at the time such services are performed.
C. Subsurface Investigations
(1) The ENGINEER shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering
work to be performed hereunder. The ENGINEER shall also advise
the CITY concerning the results of same. Such surveys, tests, and
investigations shall be furnished by the CITY, unless otherwise
specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations,
the actual characteristics may vary significantly between successive
test points and sample intervals and at locations other than where
observations, exploration, and investigations have been made.
Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that
Geotechnical Engineering Services for Victory Forest Community Center(Seplember 2014) Page 2 of 16
PSI,Inc.
could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of the
ENGINEER.
D. Preparation of Engineering Drawings
The ENGINEER will provide to the CITY the original drawings of all plans in
ink on reproducible Mylar sheets and electronic files in .pdf format, or as
otherwise approved by CITY, which shall become the property of the CITY.
CITY may use such drawings in any manner it desires; provided, however,
that the ENGINEER shall not be liable for the use of such drawings for any
project other than the PROJECT described herein.
E. Engineer's Personnel at Construction Site
(1) The presence or duties of the ENGINEER'S personnel at a
construction site, whether as on-site representatives or otherwise, do not
make the ENGINEER or its personnel in any way responsible for those
duties that belong to the CITY and/or the CITY'S construction contractors or
other entities, and do not relieve the construction contractors or any other
entity of their obligations, duties, and responsibilities, including, but not
limited to, all construction methods, means, techniques, sequences, and
procedures necessary for coordinating and completing all portions of the
construction work in accordance with the Contract Documents and any
health or safety precautions required by such construction work. The
ENGINEER and its personnel have no authority to exercise any control over
any construction contractor or other entity or their employees in connection i
with their work or any health or safety precautions. I
(2) Except to the extent of specific site visits expressly detailed and set
forth in Attachment A, the ENGINEER or its personnel shall have no
obligation or responsibility to visit the construction site to become familiar
with the progress or quality of the completed work on the PROJECT or to
determine, in general, if the work on the PROJECT is being performed in a
manner indicating that the PROJECT, when completed, will be in
accordance with the Contract Documents, nor shall anything in the Contract
Documents or the agreement between CITY and ENGINEER be construed
as requiring ENGINEER to make exhaustive or continuous on-site
inspections to discover latent defects in the work or otherwise check the
quality or quantity of the work on the PROJECT. If the ENGINEER makes
on-site observation(s) of a deviation from the Contract Documents, the
ENGINEER shall inform the CITY.
(3) When professional certification of performance or characteristics of
materials, systems or equipment is reasonably required to perform the
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 3 of 16
PSI,Inc.
services set forth in the Scope of Services, the ENGINEER shall be entitled
to rely upon such certification to establish materials, systems or equipment
and performance criteria to be required in the Contract Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ENGINEER shall provide opinions of probable costs based on the
current available information at the time of preparation, in accordance
with Attachment A.
(2) In providing opinions of cost, financial analyses, economic feasibility I
projections, and schedules for the PROJECT, the ENGINEER has no
control over cost or price of labor and materials; unknown or latent
conditions of existing equipment or structures that may affect operation
or maintenance costs; competitive bidding procedures and market
conditions; time or quality of performance by third parties; quality, type,
management, or direction of operating personnel; and other economic
and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ENGINEER makes no
warranty that the CITY'S actual PROJECT costs, financial aspects,
economic feasibility, or schedules will not vary from the ENGINEER'S
opinions, analyses, projections, or estimates.
G. Construction Progress Payments
Recommendations by the ENGINEER to the CITY for periodic construction
progress payments to the construction contractor will be based on the
ENGINEER'S knowledge, information, and belief from selective sampling
and observation that the work has progressed to the point indicated. Such
recommendations do not represent that continuous or detailed examinations
have been made by the ENGINEER to ascertain that the construction
contractor has completed the work in exact accordance with the Contract
Documents; that the final work will be acceptable in all respects; that the
ENGINEER has made an examination to ascertain how or for what purpose
the construction contractor has used the moneys paid; that title to any of the
work, materials, or equipment has passed to the CITY free and clear of liens,
claims, security interests, or encumbrances; or that there are not other
matters at issue between the CITY and the construction contractor that
affect the amount that should be paid.
H. Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of
information compiled and furnished by others, and may not always represent
the exact location, type of various components, or exact manner in which the
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 4 of 16
PSI,Inc.
PROJECT was finally constructed. The ENGINEER is not responsible for
any errors or omissions in the information from others that is incorporated
into the record drawings.
1. Small Business Enterprise (SBE) Participation
This paragraph is not applicable for this Agreement.
J. Right to Audit
(1) ENGINEER agrees that the CITY shall, until the expiration of five (5)
years after final payment under this contract, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers
and records of the ENGINEER involving transactions relating to this
contract. ENGINEER agrees that the CITY shall have access during normal
working hours to all necessary ENGINEER facilities and shall be provided
adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The CITY shall give
ENGINEER reasonable advance notice of intended audits.
(2) ENGINEER further agrees to include in all its subcontractor
agreements hereunder a provision to the effect that the subcontractor
agrees that the CITY shall, until the expiration of five (5) years after final
payment under the subcontract, have access to and the right to examine
and photocopy any directly pertinent books, documents, papers and records
of such subcontractor, involving transactions to the subcontract, and further,
that the 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 together with subsection (3) hereof. CITY shall give subcontractor
reasonable advance notice of intended audits.
(3) ENGINEER and subcontractor agree to photocopy such
documents as may be requested by the CITY. The CITY agrees to
reimburse ENGINEER for the cost of copies at the rate published in the
Texas Administrative Code in effect as of the time copying is performed.
K. Insurance
(1) ENGINEER'S INSURANCE
a. Commercial General Liability— the ENGINEER shall maintain commercial
general liability (CGL) and, if necessary, commercial umbrella insurance
with a limit of not less than $1,000,000.00 per each occurrence with a
$2,000,000.00 aggregate. If such Commercial General Liability insurance
contains a general aggregate limit, it shall apply separately to this
Geolechnical Engineering Services for Victory Forest Community Center(September 2014) Page 5 of 16
PSI,Inc.
1
PROJECT or location.
i. The CITY shall be included as an insured under the CGL, using
ISO additional insured endorsement or a substitute providing
equivalent coverage, and under the commercial umbrella, if any.
This insurance shall apply as primary insurance with respect to
any other insurance or self-insurance programs afforded to the
CITY. The Commercial General Liability insurance policy shall
have no exclusions by endorsements that would alter or nullify:
premises/operations, products/completed operations, contractual,
personal injury, or advertizing injury, which are normally contained
within the policy, unless the CITY approves such exclusions in
writing.
ii. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained in
accordance with this agreement.
b. Business Auto - the ENGINEER shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 each accident. Such insurance shall cover
liability arising out of"any auto", including owned, hired, and non-owned
autos, when said vehicle is used in the course of the PROJECT. if the
engineer owns no vehicles, coverage for hired or non-owned is
acceptable.
i. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the business auto liability or
commercial umbrella liability insurance obtained by ENGINEER
pursuant to this agreement or under any applicable auto physical
damage coverage.
c. Workers' Compensation - ENGINEER shall maintain workers
compensation and employers liability insurance and, if necessary,
commercial umbrella liability insurance with a limit of not less than
$100,000.00 each accident for bodily injury by accident or $100,000.00
each employee for bodily injury by disease, with $500,000.00 policy limit.
i. ENGINEER waives ail rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by workers compensation and
employer's liability or commercial umbrella insurance obtained by
ENGINEER pursuant to this agreement.
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 6 of 16
PSI,Inc.
d. Professional Liability — the ENGINEER shall maintain professional
liability, a claims-made policy, with a minimum of $1,000,000.00 per
claim and aggregate. The policy shall contain a retroactive date prior to
the date of the contract or the first date of services to be performed,
whichever is earlier. Coverage shall be maintained for a period of 5 years
following the completion of the contract. An annual certificate of
insurance specifically referencing this project shall be submitted to the
CITY for each year following completion of the contract.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that the ENGINEER has obtained all
required insurance shall be delivered to the CITY prior to ENGINEER
proceeding with the PROJECT.
b. 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.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this agreement are provided under applicable policies
documented thereon.
d. Any failure on part of the CITY to request required insurance
documentation shall not constitute a waiver of the insurance
requirements.
e. 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 ENGINEER'S insurance policies. Notice shall be sent to
the respective Department Director (by name), City of Fort Worth, 1000
Throckmorton, Fort Worth, Texas 76102.
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 7 of 16
PSI,Inc.
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ENGINEER'S insurance policies including
endorsements thereto and, at the CITY'S discretion; the ENGINEER may
be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or
prior to the date of the contractual agreement. The certificate of
insurance shall state both the retroactive date and that the coverage is
claims-made.
k. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption nor restrictive modification or
changes from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
I. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this agreement.
m. Subcontractors tolof the ENGINEER shall be required by the ENGINEER
to maintain the same or reasonably equivalent insurance coverage as
required for the ENGINEER. When sub subcontractors maintain
insurance coverage, ENGINEER shall provide CITY with documentation
thereof on a certificate of insurance.
L. Independent Engineer
The ENGINEER agrees to perform all services as an independent
ENGINEER and not as a subcontractor, agent, or employee of the CITY.
M. Disclosure
The ENGINEER acknowledges to the CITY that it has made full
disclosure in writing of any existing conflicts of interest or potential
conflicts of interest, including personal financial interest, direct or indirect,
in property abutting the proposed PROJECT and business relationships
with abutting property cities. The ENGINEER further acknowledges that it
will make disclosure in writing of any conflicts of interest that develop
subsequent to the signing of this contract and prior to final payment under
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 8 of 16
PSI,Inc.
the contract.
N. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or
suspected, the ENGINEER will stop its own work in the affected portions
of the PROJECT to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY may
request the ENGINEER to assist in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
O. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with
published design criteria and/or current engineering practice standards
which the ENGINEER should have been aware of at the time this
Agreement was executed, the ENGINEER shall revise plans and
specifications, as required, at its own cost and expense. However, if design
changes are required due to the changes in the permitting authorities'
published design criteria and/or practice standards criteria which are
published after the date of this Agreement which the ENGINEER could not
have been reasonably aware of, the ENGINEER shall notify the CITY of
such changes and an adjustment in compensation will be made through an
amendment to this AGREEMENT.
P. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule
developed per Attachment A to this AGREEMENT.
Article V
Obligations of the City
Amendments to Article V, if any, are included in Attachment B.
A. City-Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of
the information provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for
the ENGINEER'S performance of its services. The CITY will perform, at no
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 9 of 16
PSI,Inc.
cost to the ENGINEER, such tests of equipment, machinery, pipelines, and
other components of the CITY'S facilities as may be required in connection
with the ENGINEER'S services. The CITY will be responsible for all acts of
the CITY`S personnel.
I
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain,
arrange, and pay for all advertisements for bids; permits and licenses
required by local, state, or federal authorities; and land, easements, rights-
of-way, and access necessary for the ENGINEER'S services or PROJECT
construction.
D. Timely Review
The CITY will examine the ENGINEER'S studies, reports, sketches,
drawings, specifications, proposals, and other documents; obtain advice of
an attorney, insurance counselor, accountant, auditor, bond and financial
advisors, and other consultants as the CITY deems appropriate; and render
in writing decisions required by the CITY in a timely manner in accordance
with the project schedule prepared in accordance with Attachment A.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY
observes or becomes aware of any development that affects the scope or
timing of the ENGINEER'S services or of any defect in the work of the
ENGINEER or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ENGINEER will perform part of the work at
CITY'S facilities that may contain hazardous materials, including asbestos
containing materials, or conditions, and that ENGINEER had no prior role
in the generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ENGINEER from any
damage or liability related to the presence of such materials.
(2) The release required above shall not apply in the event the
discharge, release or escape of hazardous substances, contaminants, or
asbestos is a result of ENGINEER'S negligence or if ENGINEER brings
such hazardous substance, contaminant or asbestos onto the project.
G. Contractor indemnification and Claims
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 10 of 16
PSI,Inc.
i
The CITY agrees to include in all construction contracts the provisions of
Article IV.E. regarding the ENGINEER'S Personnel at Construction Site, and
provisions providing contractor indemnification of the CITY and the
ENGINEER for contractor's negligence.
H. Contractor Claims and Third-Party Beneficiaries j
(1) The CITY agrees to include the following clause in all contracts with 1
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain
no direct action against the ENGINEER, its officers,
employees, and subcontractors,for any claim arising out of,
in connection with, or resulting from the engineering
services performed. Only the CITY will be the beneficiary
of any undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than
the CITY and the ENGINEER and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other
entity or person regarding the PROJECT a provision that such entity or
person shall have no third-party beneficiary rights under this Agreement.
(4) Nothing contained in this section V.H. shall be construed as a waiver
of any right the CITY has to bring a claim against ENGINEER.
I. City's Insurance
(1) The CITY may maintain property insurance on certain pre-existing
structures associated with the PROJECT.
(2) The CITY will ensure that Builders Risk/installation insurance is
maintained at the replacement cost value of the PROJECT. The CITY may
provide ENGINEER a copy of the policy or documentation of such on a
certificate of insurance.
(3) The CITY will specify that the Builders RisklInstallation insurance
shall be comprehensive in coverage appropriate to the PROJECT risks.
J. Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for required
or requested assistance to support, prepare, document, bring, defend, or
Geotechnica[Engineering Services for Victory Forest Community Center(September 2014) Page 11 of 16
PSI,Inc.
assist in litigation undertaken or defended by the CITY. In the event CITY
requests such services of the ENGINEER, this AGREEMENT shall be
amended or a separate agreement will be negotiated between the parties.
K. Changes
The CITY may make or approve changes within the general Scope of
Services in this AGREEMENT. If such changes affect the ENGINEER'S
cost of or time required for performance of the services, an equitable
adjustment will be made through an amendment to this AGREEMENT with
appropriate CITY approval,
Article VI
General Legal Provisions
Amendments to Article VI, if any, are included in Attachment B.
A. Authorization to Proceed
ENGINEER shall be authorized to proceed with this AGREEMENT upon
receipt of a written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of
the ENGINEER, whether in hard copy or in electronic form, are instruments
of service for this PROJECT, whether the PROJECT is completed or not.
Reuse, change, or alteration by the CITY or by others acting through or on
behalf of the CITY of any such instruments of service without the written
permission of the ENGINEER will be at the CITY's sole risk. The CITY shall
own the final designs, drawings, specifications and documents.
C. Force Majeure
The ENGINEER is not responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond
the control of the ENGINEER that prevent ENGINEER's performance of its
obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated only by the City for
convenience on 30 days' written notice. This AGREEMENT may be
terminated by either the CITY or the ENGINEER for cause if either party fails
substantially to perform through no fault of the other and does not
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 12 of 16
PSI,Inc.
commence correction of such nonperformance with in 5 days of written
notice and diligently complete the correction thereafter.
(2) if this AGREEMENT is terminated for the convenience of the City, the
ENGINEER will be paid for termination expenses as follows:
a.) Cost of reproduction of partial or complete studies, plans,
specifications or other forms of ENGINEER'S work product;
b.) Out-of-pocket expenses for purchasing electronic data files
and other data storage supplies or services;
c.) The time requirements for the ENGINEER'S personnel to
document the work underway at the time of the CITY'S termination
for convenience so that the work effort is suitable for long time
storage.
(3) Prior to proceeding with termination services, the ENGINEER
will submit to the CITY an itemized statement of all termination expenses.
The CITY'S approval will be obtained in writing prior to proceeding with
termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER
for the convenience of the CITY. In the event of such suspension, delay, or
interruption, an equitable adjustment in the PROJECT'S schedule,
commitment and cost of the ENGINEER'S personnel and subcontractors,
and ENGINEER'S compensation will be made.
F. Indemnification
In accordance with Texas Local Government Code Section 271.904, the
ENGINEER shall indemnify, hold harmless, and defend the CITY against
liability for any damage caused by or resulting from an act of negligence,
intentional tort, intellectual property infringement, or failure to pay a
subcontractor or supplier committed by the ENGINEER or ENGINEER'S
agent, consultant under contract, or another entity over which the
ENGINEER exercises control.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the
prior written consent of the other party.
H. Interpretation
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 13 of 16
PSI,Inc.
Limitations on liability and indemnities in this AGREEMENT are business
understandings between the parties and shall apply to all the different
theories of recovery, including breach of contract or warranty, tort including
negligence, strict or statutory liability, or any other cause of action, except for
willful misconduct or gross negligence for limitations of liability and sole
negligence for indemnification. Parties mean the CITY and the ENGINEER,
and their officers, employees, agents, and subcontractors.
i. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT,
its interpretation and performance, and any other claims related to it. The
venue for any litigation related to this AGREEMENT shall be Tarrant County,
Texas.
J. Severability and Survival
I
If any of the provisions contained in this AGREEMENT are held for any
reason to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability will not affect any other provision, and this
AGREEMENT shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F.,
V1.H., and Vi.I. shall survive termination of this AGREEMENT for any cause.
K. Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State
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. ENGINEER 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 VII
Attachments, Schedules, and Signatures
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. The following attachments
and schedules are hereby made a part of this AGREEMENT:
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 14 of 16
PSI,Inc.
Attachment A-Scope of Services, Compensation, and Schedule
Attachment B -Amendments to Standard Agreement for Engineering Services
Executed and effective this the QAy of AJ'4m OI�e
ATTEST: FORT OF FORT WORTH:
By: t o
Mary ys � Fernando Costa
City Secretary Assistant City Manager
rFxA�
APPROVED AS TO FORM AND LEGALI APPROVAL RECOMMENDED:
By: By:
C) CJ
Grant an Dougla .Wiersig, PE
Assis ant City Attorney Director, Transportation and
Public Works Department
M&C No.: M&C is not required ENGINEER:
M&C Date: N/A
By:
Jay Pottu ri, POE.
L.lepartment Manager
Geotechnical Services
N FICIAL RECORD TY SECRETARY
ff.WORTH,TX
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 15 of 16
PSI,Inc.
ATTACHMENT A - SCOPE OF SERVICES, COMPENSATION, SCHEDULE
Refer to the attached Professional Service Industries, Inc. (PSI, Inc.) letter dated
September 19, 2014, subject: Proposal for Geotechnical Engineering Services,
Proposal Victory Forest Community Center, NEC of Hemphill Street and W Biddison
Street, Fort Worth Texas, PSI Proposal No. 134164. If any conflict arises between the
Attachments/Exhibits and the Agreement,the terms of the Agreement shall control.
ATTACHMENT B - AMENDMENTS TO AGREEMENT
NONE
Geotechnical Engineering Services for Victory Forest Community Center(September 2014) Page 16 of 16
PSI,Inc.
�ToInformation
But d
l On
Engineering•Consulting•Testing
September 19, 2014
City of Fort Worth
Transportation and Public Works Department
401 West 131h Street
Fort Worth, Texas 76102
Attn: Mr. Ronald Clements, AIA
P: (817) 392-8014
F: (81.7) 392-8488
E: ronald.clements @fortworthtexas.gov
Re: Proposal for Geotechnical Engineering Services
P g g
Proposal Victory Forest Community Center
NEC of Hemphill Street and W Biddison Street
Fort Worth, Texas
PSI Proposal Number: 134164
Dear Mr. Clements.
Professional Service Industries, Inc. (PSI) is pleased to submit this scope and budget proposal
to conduct a geotechnical exploration at the above referenced property. We appreciate you
giving us this opportunity to provide our services for your project.
We believe significant foundation cost savings can be achieved through close communications
and integration with the design team in developing foundation plans and construction
specifications. PSI is committed to working closely with the design team throughout the
duration of the project including construction phase providing geotechnical consultation and
assistance.
We have included the following in this proposal:
y
➢ Project Understanding
➢ Scope of Services
➢ Schedule
➢ Compensation
Presented below is a review of furnished project information, along with the proposed
scope of services, schedule and fee information.
Professional Service Industries,Inc.•4087 Shilling Way,Dallas,Texas 75237-Phone 2141330-9211•Fax 2141333 25 83
i
Proposed Victory Forest Community Center in Fort Worth,Texas September 19,2014
PSI Proposal No.: 134164 Page 2 of 7
PROJECT UNDERSTANDING
Project information was provided to PSI by Mr. Ronald Clements, AIA with City of Fort
Worth. The information provided includes the project site location, site plan, survey plan, a
brief description of the project and a request for proposal.
Based on the information provided, the proposed site is located at the northeast corner of
Hemphill Street and W Biddison Street in Fort Worth, Texas. The proposed development
consists of the following:
➢ A single-story Victory Forest Community Center building with approximately 20,000
square feet in plan area
➢ Fence at the southeast corner of the property
➢ Associated parking and drive areas
The proposed Victory Forest Community Center include offices, computer room, fitness
room, dance/multipurpose room, kids play room and indoor basketball court/gym. Detailed
structural loading information is not currently available at the time of this proposal.
However, based on our experience with similar building types, this proposal is based on:
➢ Columns Loads: 200 kips or less
➢ Wall Load: Less than 3 kips per linear foot.
For the proposed pavement, PSI anticipates that traffic loads will be produced primarily by
passenger vehicles and occasional trash removal trucks. Both asphalt and concrete
pavements will be considered for this project.
Detailed site grading information was not available at this time and as such this proposal is
based on finished grades being within ±2 feet of existing site grades.
Existing Site Conditions: Based on survey plan provided, the project site appears to be
gently sloping downward from southwest to northeast, and the existing grades vary from
approximately EL. +684.0 to EL. +689.0 feet within the proposed building areas. The
existing underground sewer system is present crossing the site. The underground gas line
is present adjacent to the east of the property line.
It is anticipated that the boring locations are accessible to the truck mounted drill rig.
Should the information discussed in this proposal be inaccurate or change, we should be
notified to revise this geotechnical proposal, if necessary.
Site Geology: The Dallas Sheet of the Geologic Atlas map published by the Bureau of
Economic Geology at the University of Texas, Austin indicated that the site is located
within the undivided deposits of the Pawpaw Formation (Kpw), Weno Limestone (Kwl),
Denton Clay (Kdc) and Fort Worth Limestone (Kpd) are present at or near the ground
surface, The formations in the project area generally consist of interbedded clays, shales,
marls, sandstones, shelly aggregates, ironstones and limestones.
Jv.-Vr .:
Proposed victory Forest Community Center in Fort Worth,Texas September 19,2014
PSI Proposal No.:134164 Page 3 of 7
SCOPE OF SERVICES
The geotechnical engineering study will include the following phases of work:
➢ Field Exploration (drilling and soil sampling);
➢ Laboratory testing of samples recovered;
➢ Engineering analysis and geotechnical recommendations.
FIELD EXPLORATION:
As requested by the client, the boring locations and proposed depths are presented in the
following table:
Boring Location Number of Borings Proposed Depth (ft)
Proposed Building 4 25 feet or 5 feet into Rock
Proposed Fence 1 15 feet
Proposed Drive Areas 4 10 feet
Soil samples will be obtained continuously in the upper 10 feet and at five-foot intervals
thereafter. Sampling will be in general accordance with industry standard procedures
wherein Shelby tube samples (ASTM D-1587) or split-barrel samples (ASTM D-1586) are
obtained. If rock formations are encountered, rock formations will be tested using Texas
Cone Penetrometer in general accordance with TEX-132 E.
After the samples have been collected and classified in the field, they wi}I be sealed at the
site to prevent loss of moisture and disturbance during shipment to the laboratory for
classification and a limited number of engineering properties tests.
In addition we will observe and record groundwater levels during and after drilling. For
safety purposes, the borings will be backfilled promptly after their completion with soil-
cuttings. Excess auger cuttings would be disposed of on the site.
PSI will contact Texas One Call for public utility clearance prior to the start of drilling
activities. It is our experiences that this service does not mark the locations of privately
owned utilities. This proposal is based on private utility lines and other subsurface
appurtenances being located in the field by others prior to mobilization.
Some damage to the ground surface may result from the drilling operations near the work
areas and along ingress/egress pathways. The field crew will attempt to limit such
damage, but no restoration other than soil backfilling is included in this proposal.
Proposed Victory Forest Community Center in Fort Worth,Texas September 19,2014
PSI Proposal No.: 134164 Page 4 of 7
LABORATORY TESTING:
A member of the professional staff will review the project requirements and will assign a
laboratory-testing program after first visually classifying representative portions of each
sample recovered. The testing program will include tests which will aid in soil classification
and in the evaluation of the soil index properties and strength characteristics. These tests
may include, but not limited to:
➢ Classification (ASTM D2487/D2488)
➢ Moisture Content(ASTM D2216)
➢ Atterberg Limits (ASTM D 4318)
➢ Percent Soil Particles Finer than No. 200 Sieve (ASTM D1140)
➢ Unconfined Compression Tests on Soil (ASTM D 2166)
The laboratory tests will be performed in accordance with applicable ASTM or other locally
accepted standards.
ENGINEERING ANALYSES AND REPORT:
The results of the field exploration and laboratory testing will be used in the engineering
analysis and in the formulation of the recommendations. The results of the subsurface
exploration, including the recommendations and the data on which they are based, will be
presented in a written geotechnicai report. The estimate covers the work needed to
present the findings and recommendations in a report form, to include:
➢ Description of the site, the field work, lab work and general soils conditions
encountered;
➢ Boring logs with laboratory test results of subsurface materials encountered
including groundwater levels;
➢ Discussion of potential soil movements associated with shrinking and swelling soils
at the site and methods to reduce these movements to more tolerable levels for the
proposed construction;
➢ Site preparation recommendations for the proposed construction;
➢ Foundation recommendations for the proposed buildings;
➢ Assessment of foundation settlement potential, including total and differential
settlements;
➢ Seismic Site Classification as defined by IBC 2012; and,
➢ Recommendations for preparation of the subgrade in proposed paving areas and
recommendations for flexible and rigid pavements.
NQw�
i
Proposed Victory Forest Community Center in Fort Worth,Texas September 19,2014
PSI Proposal No.: 134164 Page 5 of 7
SCHEDULE
Based on the site being accessible to the truck rig, the geotechnical services report will be
issued within 3 weeks after receipt of authorization to proceed, if site and weather
conditions permit. In situations where preliminary information is needed prior to submittal
of the report, we can provide preliminary recommendations for specific project
requirements after we have completed the field and laboratory programs.
FEES
PSI proposes that the fee for performance of the outlined scope of services be charged on
a lump sum basis. Based on the scope of services outlined above, the estimated total fee
will be $5,950.00.
The estimated cost is based on the boring locations being accessible to truck mounted
drilling equipment and the client will provide permission to enter and access about the site.
AUTHORIZATION
PSI will proceed with the work on the basis of written authorization. Please sign and return
one copy of this proposal. The work will be performed pursuant to the attached PSI's
General Conditions, enclosed herewith and incorporated into this proposal.
When returning the proposal, please complete the attached Project Data Sheet so that PSI
may best serve your project. Additionally, upon your request, PSI would be pleased to
provide a proposal for Construction Materials Testing Services for this project.
PSI appreciates the opportunity to offer its services to your project and looks forward to
working with you during the design phase. If you have questions concerning this proposal
and the services PSI can provide your project, please contact our office at (214) 330-9211.
Respectfully Submitted,
PROFESSIONAL SERVICE INDUSTRIES, INC.
(Registered Engineering Firm Certification:TX F-3307)
r
Arthit Laikram, Ph.D., P.E. I�'Mo'han Vennalaganti, P.E.
Project Engineer Chief Engineer
Geotechnical Department
Attachments: Project Data Sheet
General Conditions
Proposed Victory Forest Community Center in Fort Worth,Texas September 19,2014
PSI Proposal No.:134164 Page 6 of 7
PROPOSAL ACCEPTANCE:
AGREED TO,THIS DAY OF , 2014
BY(please print):
TITLE:
COMPANY:
SIGNATURE:
PROJECT INFORMATION:
1. Project Name:
2. Project Location:
3. Your Job No.: Purchase Order No.:
4. Project Manager: Telephone No.: Fax No.:
5. Number and Distribution of Reports:
( )Copies To: ( )Copies To:
Attn: Attn:
6. Invoicing Address:
Attn:
7. Type of Structure: Number of Floors:
8. Special Equipment or Installation:
9. Maximum Column Load: Live: Dead:
10. Floor Slab Land, Slab on Grade: Basement/Depth:
11. Will elevation of site be raised by filling: How Much:
12. Pavement Type Traffic Load: Traffic Type:
13. Other Pertinent inforfration
Proposed Victory Forest Community Center in Fort Worth,Texas September 19,2014
PSI Proposal No.: 134164 Page 7 of 7
Proposed Victory Forest Community Center in Fort Worth,Texas September 19, 2014
PSI Proposal No.: 134164 Page 7 of 7
GENERAL CONDITIONS
1.PARTIES AND SCOPE OF WORK:Professional Service Industries Inc.("PSI")shall include said company or its particular division,subsidiary or affiliate performing the work."Wont"means
the specific service to be performed by PSI as set forth in PSI's proposal,Clicnt's acceptance thereof and these General Conditions.Additional work ordered by Client shall also be subject to these
General Conditions. "Client"refers to the person or business entity ordering the work to be done by PSI.If Client is ordering the work on behalf of another,Client represents and warrants that
it is the duty authorized agent of said party for the purpose of ordering and directing said work.Unless otherwise slated in writing,Client assumes sole responsibility for determining whether the
quantity and the nature of the work ordered by the client is adequate and sufficient for Client's intended purpose.Client shall communicate these General Conditions to each and every third party
to whom Chem transmits any part of PSi's work.PSI shall have no duty or obligation to any third party greater than that set forth in PSI's proposal,Client's acceptance thereof and these General
Conditions.The ordering of work from PSI,or the reliance on any of PSI's work,shall constitute acceptance of the terms of PSI's proposal and these General Conditions,regardless of the terms
of any subsequently issued document.
2.TESTS AND INSPECTIONS:Client shall cause all tests and inspections of the site,materials and work performed by PSI or others to be timely and property performed in accordance with
the plans,specifications and contract documents and PSI's recommendations.No claims for loss,damage or injury shall be brought against PSI by Client or any third party unless all tests and
inspections have been so performed and unless PSI's recommendations have been followed.Client agrees to indemnify,defend and hold PSI,its officers,employees and agents harmless from
any and all claims,suits,losses,costs and expenses,including,but not limited to,court costs and reasonable attorney's fees in the event that all such lests and inspections are not so performed or
PSI's recommendations are not so followed.
3. PREVAILING WAGES: This proposal specifically excludes compliance with any project labor agreement,labor agreement,or other union or apprenticeship requirements. In addition,
unless explicitly agreed to in the body of this proposal,this proposal specifically excludes compliance with any state or federal prevailing wage law or associated requirements,including the
Davis Bacon Act Due to the professional nature of its services PSI is generally exempt from the Davis Bacon Act and other prevailing wage schemes. It is agreed that no applicable prevailing
wage classification or wage rate has been provided to PSI,and that all wages and cost estimates contained herein are based solely upon standard,non—pmvaihng wage rates. Should it later be
determined by the Owner or any applicable agency that in fact prevailing wage applies,then it is agreed that the contract value of this agreement shall be equitably adjusted to account for such
changed circumstance.These exclusions shall survive the completion of the project and shall be merged into any subsequently executed doctument between the parties,regardless of the terms of
such agreement Client will reimburse,defend,indemnify and hold harmless PSI from and against any liability resulting from a subsequent determination that prevailing wage regulations covLT
the Project,including all costs,fines and attorney's fees.
4.SCHEDULING OF WORK:The services set forth in PSI's proposal anew Client's acceptance will be accomplished by PSI personnel at the prices tinted.if PSI is required le delay
commencement of the work or if,upon embarking upon its work,PSI is required to stop or interrupt the progress of its work as a result of changes in the scope of the work requested by Client,to
fulfill the requirements of third parties,interruptions in the progress of construction,or other causes beyond the direct reasonable control of PSI,additional charges will be applicable and payable
by Client.
5.ACCESS TO SITE Client will arrange and provide such access to the site and work as is necessary for PSI to perform the work PSI shall take reasonable measures and precautions to minimize
damage to the site and any improvements located thereon as the result of its work or the use of its equipment
6.CLIENT'S DUTY TO NOTIFY ENGINEER:Client warrants that it has advised PSI of any known or suspected hazardous materials,utility lines and pollutants at any site at which PSI is to
do work,and unless PSI has assumed in writing the responsibility of locating subsurface objects,structures,lines or conduits,Client agrees to defend,indemnify and save PSI harmless from all
claims,suits,losses,costs and expenses,including reasonable attorney's fees as a result of personal injury,death or property damage occurring with respect to PSI's Performance of its work and
resulting to or caused by contact with subsurface or latent objects,structures,lines or conduits where the actual or potential presence and location thereof were not revealed to PSI by Client
7.RESPONSIBILITY:PSI's work shall not include determining,supervising or implementing the means,methods,techniques,sequences or procedures of cooswction.PSI shall not be
responsible for evaluating,reporting or affecting job conditions concerning health,safety or welfare.PSI's work or failure to perform same shall not in any way excuse any contractor,subcontr
actor or supplier from performance of its wont in accordance with the contract documents.Client agrees that it shall require subrogation to be waived against PSI and for PSI to be added as an
Additional Insured on all policies of insurance,including any policies required of Client's contractors or subcontractors,covering any construction or development activities to be performed on
the project site.PSI has no right or duty to stop the contractor's work.
8.SAMPLE DISPOSAL:Test specimens will be disposed immediately upon completion of the test All drilling samples will be disposed sixty(60)days after submission of PSI's report
9.PAYMENT:The quantities and fees provided in this proposal are PSI's estimate based on information provided by Client and PSI's experience on similar projects.The actual total amount due
to PSI shall be based on the actual final quantities provided by PSI at the unit rates provided herein. Where Client directs or requests additional work beyond the contract price it will be deemed
a change order and PSI will be paid according to the fee scbedule.Client shall be invoiced once each month for work performed during the preceding period.Client agrees to Pay each invoice
within thirty(30)days of its reccipL Client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause in writing within said thirty(30)day period at the rate
of eighteen(18)percent per annum(or the maximum interest rate permitted under applicable law),until paid.Client agrees to Pay PSI's cost of collection of all amounts due and unpaid after thirty
(30)days,including court costs and reasonable anomey's fees.PSI shall not be bound by any provision or agreement requiring or providing for arbitration of disputes or controversies arising
out of this agreement,any provision wherein PSI waives any rights to a mechanics'lien,or any provision conditioning PSI's right to receive payment for its work upon payment to Client by any
third party.These General Conditions are notice,where required,that PSI shall file a lien whenever necessary to collect past due amounts.Failure to make payment within 30 days of invoice shall
constitute a release of PSI from any and all claims which Client may have,whether in tort,contract or otherwise,and whether known or unknown at the time.
10.AL iOC ON OF RISK Cl—LENT AGREEN 2HAT p51_,�SARVIEF_.S_WILt�NOT MMECIpSES—INDIVIDUAL,EMPLOY ES—OFFlt'ERS OR D1I3✓CTQRC TQ ANY PERSONAL
U ABUJILANDMiATNMUEHSTANDINGANY_ SOLFANDFXCfUSIVE�EMEDY I.LBETQ
DIRECT ORASSEIiT''—'.9.AIM_DEMAK%_QRSSiTT QNLYAGAIN.SLP.%._STATEMEITS_MAPEINPSI 1112ORTSARE_OPl]yLQI3S HASEDITQN ENGINEERiNfrJIMMENT.
AND ARE NOT TO BE ONcTR AS$FP LESENTATIONS OF FACT
SHOI n PSI OR ANY OF ITS EMPLOYEES nP,FO TO 11 XVE BEEN NEGLIG I�IN T F P RFO MAN OF TIC WO K OR TO H_AV AD AND B FA N1'
EU ESS OR IMPLIED WARRANTY.ANTY_REPRFSEN W10N OR.OpNT ACT. IFNT At I p RT AIMIN G THRO H CLENT AND At 7.PARTIES CI.ALMLN=TO HAV N
ANY WAY RE_fE)IZ MN M S WOR K AGREE.I H AIJE E.VA AXIMUM AQQRE_QAT E.AMQUI9-0 F-THE L LABA=QEFSLITS QMCCBRS..EMPIAYEESANDAS'rF.NIS_S11ALL
RF I IMTTFD TO=000.00 OR THE TOTA L p MOUNT OF THE FEE PAID TO PSI FOR ITS WORK PERFORMED ON THE PROIECf WHICHEUFR AMOUNT I�GRFATFR IN T
EVENT Cl TENT IS UI-MLLING OR UNABLE TO LIMIT P I'S LIABILITY IN ACCOR N E WITH THE.PROVISIONS SET FQRTII IN THIS PARAGRAPH NT MAY.I IPON
W1=REQUEST OF CI.LENT RECEIVED Yi'.[L1HN LVE.DAYSS)E CLIENT'S AC iLLGAEASETHE.ISMII�OF PSI'c l7 ARn.TTV TQ�SQ 000 00 OR 1HE
AbiQMDF.P;xLS FEE.PAH2TQPSIFQRII'.SXORK.ON.THE.PROJEGI.W IICHEY.ER.15MMGREAT.ER9.X_AGAEFING.TO..PAY...PSiA5371IE UIYALELLLTO.ANADDRIQNAL
AMOUNT OF 54 OF THE TOTAL FEL TO RE CHARGED FOR PSI'S SERVICES,THIS CHARGE IS NOT TO BE CONSTRLID AS BEIIN,GA CHARGE FOR INSURANCE OFANY
TYPE B Tr IS INCREA ED CONSIDERATION FOR THE GREATER I IARII TTY INVO V3_FD IN ANY EVENT_ATTORNEY'S F_ EXP NDED BY PSI IN CONNECTION WITH
ANY CI SHAT/t REDUCE THEAMOUNT AVAMARLEE.AND ONLY ONE SUCH A_MOtiNT WiLI�A_PPr Y TO ANY P�OJECI'._
NQA=ADRCLAIM WIIF-rRRINSQ Kr,CONTRACI._OR..OTHER97SE.MA.Y_BE.BROC?Cm1ITASrA1N�ZPSi.ARiS1NSr�J{4M.9R.RFLATEi2TQ.PE1'S�YOBIS�MQRE_THAT3
TWO YEARS AFL R THE CESSATION OF PSI'S�'oRKHERF.t ER REr�1iD1F OS�F TuE DATE OF DISCOVERY l SUCH CLAIM.
11.INDEMNITY:Subject to the above limitations,PSI agrees not to defend but to indemnify and hold Client harmless from and against any and all claims,suits,costs and expenses including
reasonable attorney's fees and court costs to the exert arising out of PSI's negligence as finally determined by a court of law.Client shall provide the same protection to the extent of its negligence.
In the event that Client or Client's principal shall bring any suit,cause of action,claim or counterclaim against PSI,the Client and the party initiating such action shall pay to PSI the costs and
expenses incurred by PSI to investigate,answer and defend it,including reasonable attorney's and witness fees and court costs to the extent that PSI shall prevail in such suit
12.TERMINATION:This Agmeemeot may be terminated by either party upon seven dayi prior written notice.In the event of termination,PSI shall be compensated by Client for all services
performed up to and including the termination date,including reimbursable expenses.
13.EMPLOYEES/WITNESS FEES:PSI's employees shall not be retained as expert witnesses except by separate,written agreement Client agrees to pay PSI's legal expenses,administrative
costs and fees pursuant to PSI's then current fee schedule for PSI to respond to any subpoena. For a period of one year after the completion of any work performed under this agreement,Client
agrees not to solicit,recruit,or hire any PSI employee or person who has been employed by PSI within the previous twelve months. In the event Client desires to hire such an individual,Client
agrees that it shall seek the written consent of PSI,and shall pay PSI an amount equal to one-half of the employee's annualized salary,without PSI waiving other remedies it may have.
14.FIDUCIARY:PSI is not a financial advisor,does not provide financial advice or analysis of any kind,and nothing in our reports can create a fiduciary relationship between PSI and any other
Party-
15.CHOICE OF LAW AND EXCLUSIVE VENUE: All claims or disputes arising or relating to this agreement shall be governed by,construed.and enforced in accordance with the laws of
Illinois. The exclusive venue for all actions or proceedings arising in connection with this agreement shall be either the Circuit Court in DuPage County,Illinois,or the Federal Court for the
Northern District of Illinois.
16.PROVISIONS SEVERABLE:The parties have entered into this agreement in good faith,and it is the specific intent of the parties that the terms of these General Conditions be enforced as
written. In the event any of the provisions of these General Conditions should be found to be unenforceable,it shall be stricken and the remaining provisions shall be enforceable.
17.ENTIRE AGREEMENT:This agreement constitutes the entire understanding of the parties,and there are no representations,warranties or undertakings made other than as set forth berein.
This agreement may be amended,modified or terminated only in writing,signed by each of the parties hereto.
B-90411(I!)
4/14
fi amA