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22-AUTHORIZE EXECUTION OF PROFESSIONAL SERVICES AGREEMENT WITH GRANTHAM & ASSOCIATES TO PROVIDE ENGINEERING DEISGN AND RELATED SERVICES FOR CERTAIN STREET PROJECTSItem No. 22 memo�andum TO: City Council John Godwin, City Manager FROM: Shawn Napier, P.E., Director of Engineering, Planning & Development SUBJECT: PROFESSIONAL SERVICES CONTRACT WITH GRANTHAM & ASSOCIATES DATE: 1-17-2013 BACKGROiJND: KSA and the City of Paris have been looking at the current conditions of streets in the City as a part of the Capital Improvement Plan. Two streets have been selected to be completely reworked from the subgrade to the surface. The two streets are SE 6�' Street from Lamar Ave. to Clarksville St. and SE 24th Street from College to just north of Polk St. STATUS OF ISSUE: This contract is for the design of the new roadways in the two areas listed above. The design will incorporate plans, specifications and estimates to be provided to the City in order to put the project out for bids. The project will include geotechnical engineering to find out the existing soil conditions and recommend pavement types and thicknesses. BUDGET: Grantham and Associates fee for the design of the two projects is $74,030.00. This will be funded from the Capital Improvement Program. RECOMMENDATION: Approve a contract with Grantham & Associates for engineering services. DRAFT STATE OF TEXAS § § AGREEMENT FOR ENGINEER SERVICES COUNTY OF DALLAS § This agreement ("Agreement") is made by and between the City of Paris, Texas ("City") and Grantham & Associates, Inc. (the "Engineer") acting by and through their authorized representatives. Recitals: WHEREAS, the City desires to engage the services of Engineer as an independent contractor and not as an employee in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, the Engineer desires to render Engineer services for the City in accordance with the terms and conditions set forth in this Agreement; NOW THEREFORE, in exchange far the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: Article I Term 1.1 This term of this Agreement shall begin on the last date of execution hereof (the "Effective Date") and continue until the work is completed and accepted by the City. 1.2 Either party may terminate this Agreement by giving thirty (30) days prior written notice to the other party. In the event of such termination the Engineer shall be entitled to compensation for any services completed to the reasonable satisfaction of the City in accordance with this Agreement prior to such termination. Article II Scope of Services 2.1 The Engineer shall provide the services specifically set out in the Proposal for Engineering and Surveying Services attached hereto as Exhibit "A." 2.2 The parties acknowledge and agree that any and all opinions provided by the Engineer represent the best judgment of the Engineer. 2.3 All materials and reports prepared by the Engineer in connection with this Agreement are "works for hire" and shall be the property of the City. The City shall have the right to publish, disclose, distribute and otherwise use such materials and reports. Engineer shall upon completion of the services, or earlier termination, provide the City with reproductions of all S:Acitydata\Attorney\CONTRACTS\Grantham & Associates - engineering services - Capital Improvement Plan.doc - 1 - 6564G DRAFT materials reports, and exhibits prepared by Engineer pursuant to this Agreement, and in electronic format if requested by the City. Article III Schedule of Work The Engineer agrees to commence services upon written direction from the City and to complete the required services in accordance with a work schedule established by the City (the "Work Schedule"). Article IV Compensation and Method of Payment 4.1 The City shall compensate the Engineer for the services by payment of a fee as set out in the schedule attached in Exhibit "A." 4.2 The Engineer shall be responsible for all expenses related to the services provided pursuant to this Agreement including, but not limited to, travel, copying and facsimile charges, telephone, internet and email charges. Article V Devotion of Time; Personnel; and Equipment 5.1 The Engineer shall devote such time as reasonably necessary for the satisfactory performance of the work under this Agreement. Should the City require additional services not included under this Agreement, the Engineer shall make reasonable effort to provide such additional services at mutually agreed charges or rates, and within a mutually agreed time schedule; and without decreasing the effectiveness of the performance of services required under this Agreement. 5.2 To the extent reasonably necessary for the Engineer to perform the services under this Agreement, the Engineer shall be authorized to engage the services of any agents, assistants, persons, or corporations that the Engineer may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by the Engineer. 5.3 The Engineer shall furnish the facilities, equipment, telephones, facsimile machines, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein. Article VI Miscellaneous 6.1 Entire Agreement. This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings written or oral agreements between the parties with respect to this subject matter. S:AcitydataAAttorney\CONTRACTS\Grantham & Associates - enaineering services - Capital Improvement Plan.doc - 2 - 65646 DRAFT 6.2 Assi� The Engineer may not assign this Agreement without the prior written consent of City. In the event of an assignment by the Engineer to which the City has consented, the assignee shall agree in writing with the City to personally assume, perform, and be bound by all the covenants, and obligations contained in this Agreement. 6.3 Successors and Assi�. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns. 6.4 Governing Law• The laws of the State of Texas shall govern this Agreement; and venue for any action concerning this Agreement shall be in Lamar County, Texas. 6.5 Amendments. This Agreement may be amended by the mutual written agreement of the parties. 6.6 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 6.7 Independent Contractor. It is understood and agreed by and between the parties that the Engineer in satisfying the conditions of this Agreement, is acting independently, and that the City assumes no responsibility or liabilities to any third pariy in connection with these actions. All services to be performed by Engineer pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent or employee of the City. Engineer shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of this Agreement. 6.8 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail, overnight courier or by confirmed telefa�c or facsimile to the address specified below, or to such other party or address as either party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein: If intended for City: Attn: Shawn Napier, P.E. City of Paris 150 SE 1 st Street P.O. Box 9037 Paris, Texas 75461 If intended for Engineer: Attn: Bruce Grantham P.E. Grantham & Associates, Inc. 6570 Naaman Forest Blvd. Suite 200, LB 2 Garland, Texas 75044 S:AcitydataAAtlorney\CONTRACTS\Grantham & Associales - engineering services - Capital Improvement Plan.doc - 3 - 65646 DRAFT 6.9 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of the parties hereto. 6.10 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. 6.11 Indemnification. CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM THE SERVICES OF THE ENGINEER PURSUANT TO THIS AGREEMENT. ENGINEER HEREBY WAIVES ALL CLAIMS AGAINST CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS "CITY") FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY. ENGiNEER AGREES TO INDEMNIFY AND SAVE HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDiNG COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION) AND ACTIONS OF ANY K1ND BY REASON OF iNJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY ARISING FROM THE ENGINEER'S PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF ENGINEER, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE SOLE NEGILGENCE OF THE CITY). THE ENGINEER'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF iNSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY ENGINEER UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT 6.12 Audits and Records. The Engineer agrees that during the term hereof the City and its representatives may, during normal business hours and as often as deemed necessary, inspect, audit, examine and reproduce any and all of the Engineer's records relating to the services provided pursuant to this Agreement for a period of one year following the date of completion of services as determined by the City or date of termination if sooner. 6.13 Conflicts of Interests. The Engineer represents that no official or employee of the City has any direct or indirect pecuniary interest in this Agreement. 6.14 Insurance. (a) Engineer shall during the term hereof maintain in full force and effect the following insurance: (1) a policy of insurance for bodily injury, death and property damage insuring against all claims, demands or actions relating to the Engineer's S:Acitydata\Attorney\CnN"CRAC'1'S\Grantham & Associates - enaineering services - C°apital lmprovement Plan.doc - 4 - 6;64G DRAFT performance of services pursuant to this Agreement with a minimum combined single limit of not less than $1,000,000 Dollars per occurrence for injury to persons (including death), and for property damage; (2) policy of automobile liability insurance covering any vehicles owned and/or operated by Engineer, its officers, agents, and employees, and used in the performance of this Agreement; and (3) statutory Worker's Compensation Insurance covering all of Engineer's employees involved in the provision of services under this Agreement. (b) All insurance and certificate(s) of insurance shall contain the following provisions: (1) name the City, its officers, agents and employees as additional insureds as to all applicable coverage with the exception of Workers Compensation Insurance; (2) provide for at least thirty (30) days prior written notice to the City for cancellation, non-renewal, or material change of the insurance; (3) provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance. (c) All insurance companies providing the required insurance shall either be authorized to transact business in Texas and rated at least "B" by AM Best or other equivalent rating service, or approved by the City Risk Manager. (d) A certificate of insurance evidencing the required insurance shall be submitted to the City prior to commencement of services. EXECUTED this day of , 2013. City of Paris, Texas : John Godwin, City Manager EXECUTED this day of , 2013. Grantham & Associates, Inc. : Bruce Grantham, P.E., President S:Acitydata\Attorney\CONTRACTS\Grantham & Associates - engineering services - Capital Impro��ement Plan.doc - 5 - 65646 DRAFT EXHIBIT "A" SCOPE OF SERVICES & COMPENSATION S:\citydata\Attomey\CONTRACTS\Grantham & Associates - eneineerine services - Capital lmprovement Plan.doc - 6 - 6564� 1' Grantham & Associates, Inc. Civil Engineering 8� Surveying www.gra-ce.net January 17, 2C113 Mr. Shawn Napier, P.L. Director of Engineering, Planning, and Development City of Paris 150 SE 15S St. Paris, TX 75461 � Re: 6�'' Street and 24'� Strcet Pavement Replacement Project Proposal for Engineering and Surveying Services Dea.r NIr. Napier: 6570 Na?man Forest Bivd. Suite 200, LB 2 Garland, TX 75044 Te1:972-864-2333 Fax: 972-864-23� Pursuant to yoi�r request, Grarith�n & Associates, Inc. (G&A) has prepared this proposal for engineering and surveying scrvices associated with replacing approximately 260 feet of asphalt pa.vement along 6�' Street from Lamar to Clarksville a.nd 1,600 feet of asphalt pavement along 24�' Street from Clarksville to Cc>11�t;e, Various sections af the existing conc�rete curb and gutter that are i� acceptable condition will remain in place. All mowitable c�arb and gutter will be replaced. A five-foot sidewalk will be added along 24"' Str�et from Polk to Jackson. No drainage or utility improvements have been included. Scope of Service,r. The scope of ser��ices for this project has been separated into Basic and Special Services as summarized below. Special S�rvices will be performed if required for the project and authorized by the City. . Design Survey • Esta.blish hori�ontal �nd vertical survey control for the project. • Perf'orm a tapographi� survey vv�thin the project limits. Survey limits will extend approximately l0 feet beyond the apparent right-af-way line or proposed project limit, whichever is greater. � • Obtain DIGTESS locates from the utility companies that have facilities in the work zone. Research property owners and tie right-of-way and properly lines. Mr. Shawn Napier January 17, 2013 Page 2 Desig�l En 'ni�g • Prepare and submit a preliminary paving plan that incorporates the topogra.phic survey, and shows the existing right-of-way, curb and gutter replacement limits, and potential franchise utility relocations. A Summary of Sheets is provided as Elchibit C, which lists the anticipated plans that will be prepared by G&A for this project. • Coordinate with the geotechnical engineer to determine a proposed pavement section subject to City approval. • Prepare and submit 60% preliminary review plans and address City comments. • Prepare and submit 90% review plans and bid documents, address City comments and submit fmal sealed construction plans and bid documents. • Prepare and update an Opinion of Probable Construction Cost at each milestone submittal during the design process. Bidding and Construction • G&A will provide the City with up to 20 sets of plans and bid documents. Addenda will also be provided to the City as needed. The City will issue the plans, bid documents and addenda to the contractor. • Attend pre-bid and pre-construction conferences at the City and furnish up to 10 sets of for-construction plans and documents for the City and the successful contractor. • Attend the bid opening, tabulate bids and prepare a letter of recommendation to the City for awarding a contract. • Review contractor submittals. • Respond to contractor or City questions during construction. • Process monthly contractor pay requests. • Prepare hard copy and digital record drawings based on marked-up plans to be furnished by the contractor. Special Services '• Assist the City with obtaining a pernut from TxDOT to replace the 6�' Street pavement at the intersections of Lamar Avenue (Westbound U:S. 82) and Clarksville Street (Eastbound U.S. 82) and to relocate traffic signal conduit if required. • A fee for additional services or unforeseen items has been provided. Additional services may include engineering and surveying associated with the following: - Realigning 24"' Street at Polk and providing associated right-of-way documents. - Replacing the flume with a curb and gutter along the Paris Junior College stadium parking lot and coordinating parking lot modifications with the College. - Providing easement or right-of-way documents for the new sidewalk. - Site visits during construction. Assumptions • The existing water and sanitary sewer lines within the project limits will not be replaced as directed by the City. • The City has indicated that there are no underground storm drainage facilities present within the project limits. Significant alterations or improvements to the surface drainage Mr. Shawn Napier January 17, 2013 Page 3 are not anticipated. • G&A will prepaze an Erosion Control Plan. The contractor will be responsible for preparing a complete SWPPP as required by TCEQ. • Complete traffic control plans have not been included. �The traffic control and construction sequencing plans provided by G&A will be a guide for the contractor. Detailed traffic control plans will be provided by the contractor as required by the City. • The City will obtain right-of-entry letters from property owners for any required construction work space outside the existing right-of-way; temporary construction easements will not obtained by the City. . • No irrigation and landscape plans, TDLR submittal, street light, or traffic signal design will be required. • No field surveying will be performed in order to prepa.re Record Drawings. City and Contractor plan markups will be used exclusively for this purpose. Fee The proposed fee is included in the manhour estimate provided in Exhibit A. The OPCC is provided in Exhibit B, and a Summary of Sheets to be prepazed by G&A is provided in E�ibit C. A proposed project schedule is provided in Exhibit D. A proposal fro� Apex Geoscience, Inc. for the geotechnical report is also attached. Fee Summary Lump Sum (LS) fees are proposed except where noted as a per unit fee (UF) or a Cost Plus (CP) reimbursable fee. The Cost Plus fees provided shall not be exceeded without prior written approval of the City. Project expenses include items such as reproduction, delivery charges, mileage, non-survey related travel, and per diem. Basic Services • Design Survey (LS) • Preliminary Engineering (LS) • Final Engineering (LS) • Bidding (LS) • Construction (CP) Project Expenses (LS) Geotechnical Report (LS) Total Basic Services �ecial Services • Additional Services for unforeseen items (CP) $ 9,150 $ 19,540 $ 31,705 $ 3,840 $ 5,055 $ 750 $ 3,990 $ 74,030 $ 7,000 Total Fee 8l 030 Mr. Shawn Napier January 17, 2013 Page 4 Please contact me if you have any questions regarding this proposal. We look forward to working with you on this significant project for the City of Paris. Very truly yours, ��'�L'"-.�--- Chris Robinson, P.E. Principal Attachments H:\WPDOCS�I'ROPOSAL�PARIS\6TH ST AND 24TH S"I\6TH ST & 24 TH ST PROPOSAL.DOC � � � 0 x z a � 0 w � Q � � N w « � m 'o a` .. c m E m � �o c. m � c m E m > � a .. m m c N � L V N ^� 'O � O Q tC0 n, N V � m m � �` i y C � x L !6 C W o � � � m 'o � a c m E m � m a m � c m E d > �o a m m � N Q F- m x X W c 0 i=� t� N � O o a`N �� 3� o �. r� c � �p c �� N � � O _ z Q � 0 W �"' Qc G � y W �°vo<��rn� � �f7 1� aD O I� Of o 0 oi � c�i vi co a .- c+> n u9 fa .si «n ri en �n w � £ -Ej W u� a m = LL a z � X tn w LL W O V � � m � Z y Z � ('1 (7 J moa � W Q S a J W ¢ K a am� Zvioaxa � = U W Z wp(7�UU 2op�W �mUa.(7 m i.1 � h Cf W m O a � y o w°� O o ti � FA N �W � F- � Z O W F W � � m LL W Z � _ _� �O W � mW LL V q > c�a w m � N Z �O F- f/i Q N O N m N a ITEMNO. I QUANTfTY UNIT 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 � 23 1 1 2 1 5 1 �oo 400 6,890 2,510 45 137 7,590 6,890 2,510 32 370 45 40 4 2,000 1,210 1,860 LS EA LS MOS EA LF C.Y. SY LF SY TN SY SY LF SY SY SY SY EA LF SY LF EXHIBIT B 6th Street 8 24th Street Pavement Replacement Project City of Paris OPINION OF PROBABLE COST DESCRIPTION EROSION CONTROL INCLUDING SWPPP FURNISH & INSTALL CAPITAL IMPROVEMENTS SIGN BARRICADE, SIGN, TRAFFIC CONTROL FOR ENTIRE PROJECT PORTABLE TEMPORARY MESSAGE BOARD REMOVE TREE TREE PROTECTION UNCLASSIFIED ROADWAY EXCAVATION SAWCUT, REMOVE & DISPOSE ASHALT PAVEMENT SAWCUT, REMOVE 8 DISPOSE CONCRETE CURB & GUTTER SAWCUT, REMOVE & DISPOSE CONCRETE DRIVEWAY HYDRATED LIME (36 Ibs/sy) SUBGRADE MIX LIME CONSTRUCT 10" HMAC PAVEMENT CONSTRUCT CONCRETE CURB & GUTTER CONSTRUCT CONCRETE FLUME 4" CLASS "A" REINFORCED CONCRETE 5' SIDEWALK CONSTRUCT 6' CLASS "C" RE5IDENTIAL DRIVEWAY PAVEMENT BARRIER.FREE RAMP ADJUST EXISTING VALVE COVER ROUTE AND SEAL PAVEMENT CRACKS SODDING FURNISH AND INSTALL 4" DOUBLE YELLOW LANE LINE STRIPING CONSTRUCTION CONTINGENCY (25%) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ UNIT COST Page 1 of 1 H:IWPDOCSIPROPOSAUPARIS16th St and 24th St16th & 24th Streef Replacement EOPC DEC-2012.xis 3,000.00 500.00 12,000.00 600.00 500.00 10.00 12.00 6.00 3.00 8.00 150.00 3.00 42.D0 17.00 50.00 3D.00 35.00 50.00 350.00 1.75 4.50 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL COST 3,000.00 1,000.00 12,000.00 3,0�.00 500.00 1,000.00 4,800.00 41,34p.00 7,530.00 360.00 20,550.00 22,770.00 289,380.00 42,670.00 1,600.00 11,100.00 1,575.00 2,000.00 1,400.00 3,500.00 5,445.00 � EXHIBIT C 6th Street and 24th Street Pavement Replacement Project City of Paris SUMMARY OF SHEETS Sheet Index Cover General Notes & Quantities No. Sheets Typical Sections 1 Dimensional Control Plan & ROW Map (40 scale) 1 Traffic Control & Construction Sequencing (40 scale) 1 Erosion Control Plan (40 scale) 1 Drainage Area Map and Calculations (100 scale) 1 Paving Plan & Profile (20 scale) 4 Pavement Striping & Signage Plan (40 scale) 1 Pavement Cross Sections 4 Total Sheet Count (22" x 34") excluding Standard Details 16 Note: Applicable City and TxDOT details have not been included. 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Grantham & Associates, Inc. 6570 Naaman Forest Blvd., Suite 200, LB2 Garland, Texas 75044 Email: crobinson@gra-ce.net Re: Proposal for Geotechnical Pavement Evaluation 6th Street & 24th Street Improvements Paris, Texas Proposal No. P1301-022 Dea.r Mr. Robinson: TYLER 2120 Brandon Drive Tyler, Texas 75703 Telephone 903581.8080 Facsi»tile 903581.8081 Apex Geoscience Inc. (Apex) is pleased to present this proposal to provide subsurface exploration and geotechnical engineering services for the proposed project at the above referenced site. This proposal was requested by Mr. Chris Robinson, P.E. of Grantham & Associates, Inc. on January 10, 2013, in an email to Mr. Scott Hart, E.I.T. of Apex. Procurement of Professional Services for Public Pro,iects This proposal, which contains information on fees, is being submitted to provide the basis for a written services agreement, and not for firm evaluation and selection by a public entity, whether directly or through any of its agents. The latter would be a violation of the Rules the Texas Board of Professional Engineers and the Texas Professional Services Procurement Act and could adversely affect Apex, the public entity, and its other professional consultants. According to the Rules and State law, you may accept this proposal or negotiate any terms within this proposal. If an agreement cannot be reached that is mutually acceptable to Apex and the client, the client must cease negotiations with Apex prior to evaluataon of another firm to provide these services. PROJECT DESCRIPTION We understand that the project will consist of the removal and replacement of approximately 260 linear feet of asphalt pavement on 6`� Street (between Lamar Avenue and Clarksville Street), and approximately 1,600 linear feet on 24�' Street (between Clarksville Street and College Street} in Paris, Texas. It is assumed that the same vertical alignment will be followed. Traffic count and loading information is unknown at this time; unless otherwise informed Apex will assume The City of Paris design standards for these design parameters. If specific traffic counts and or loading information are known, these should be discussed with our geotechnical engineer prior to performing the subsurface investigation. Grade changes are unknown at the present time, and will be assumed to be similar to the existing alignment. Crrade changes are assumed to be on the order of one {1) foot or less. If larger grade changes are anticipated, these should be discussed with our geotechnical engineer prior to performing the subsurface investigation. A State of Texas Certified Historically Underutilized Business (HUB) www.apexgeo.com Amarillo � College Station 0 Conroe � Dallas/Fort Wo�th OLongview � Lubbock � LuBcin � Oklehoma City � Paris � San Antonio 0 Texazkana C9 Tyler ��chita Falls C�pex geoscience inc. 6th SYreet � 24th Street Improvements Pavement, Paris, Texas Geotechnical Pmement Evaluation Proposa! No. P1301-022 SCOPE OF SERVICES The subsurface investigation will be conducted to obtain data and develop recommendations needed in the design and construction of a cost-effective pavement system. General site development and earthwork recommendations will also be provided. The subsurface investigation will include the following services: • Sampling and conditions on pavement(s). testing of the subsurface materials and observations of the groundwater the site, to depths that would significantly affect or be affected by the • Identification of the physical and engineering characteristics of subsurface materials encountered during the sampling and testing. Recommendations of the type or types of pavements, which would be suitable for the proposed project, and presentation of data for use in pavement construction. Borings and depth(s) — Based on the information provided, we propose to drill a total of seven (7) borings for the �avements to an approximate depth of four (4) feet. Two (�2) borings will be completed along 6 Street, and five (5) borings will be completed along 24t Street. Sampling will be performed using a truck-mounted 5410 Geoprobe unit. Boring layout and access - This proposal is based on Apex providing layout of the borings, with all boring locations being readily accessible to truck-mounted Geoprobe equipment. (Special assistance required providing access to the site during wet ground conditions, or for removal of trees, brushing, or other obstacles will result in additional charges.) Boring layout will be approximate. Traffic control is to be provided by the City of Paris or the Client. Drilling and sampling - Drilling and sampling will be performed in accordance with generally- accepted standard procedures including, but not limited to those prescribed by the American Society for Testing and Materials (AST1V�. Thin-walled tube samples (ASTM D 1587) are typically obtained in cohesive soils, whereas split-barrel samples (ASTM D 1586) are obtained in granular soils, miscellaneous fills, weathered bedrock, or other hard materials. Samples will be collected continuously from the top of paving to a termination depth approximately four (4) feet below top of pavement. Laboratory testing - The subsurface investigation will include laboratory testing of the samples obtained to evaluate the classification, strength, compressibility, expansive nature, and other characteristics of the subsurface materials involved. Testing wi11 be conducted in accordance with genera.11y accepted standard procedures including, but not limited to those prescribed by ASTM standards. Unconfined compression, unit weight, hand penetrometer, and water content tests will typically be performed on representative portions of thin-walled tube samples. The latter two tests may also be conducted on split-ba.rrel samples. Atterberg limits and percent passing the number 200 sieve tests will also be performed on designated representative samples of subsurface soils. Other tests may be assigned as deemed appropriate by the geotechnical engineer. Page 2 L�Apez geoscience inc. 6th SYreet & 24ih Street Improvements Pavement, Paris, Texas Geotechnical Pave�nent Evaluation Proposa! No. P1301-022 Most paving designs are based on a Califomia Bearing Ratio (CBR) value. The client has not requested a subgrade CBR test for paving, and it is not included in the fees proposed herein. Therefore, Apex will provide an estimated CBR value for paving recommendations, based on other physical properties and correlations with published values. For evaluation of sub-grade for design of pavement sections, California Bearing Ratio (CBR) tests will be conducted. We anticipate conducting one (1) of these tests, on raw sub-grade. A soil moisture versus density (Proctor) test is also required for each CBR. The Proctor test results may be useful during construction as part of the quality control program. Report - Results of the field exploration and laboratory tests will be used in the engineering analysis and in the formulation of the recommendations. These will be presented in a bound engineering report. The report will document the subsurface conditions encountered, the results of all tests perfortned, and provide design and construction recommendations for pavements. General comments regarding site development and earthwork will be included, if appropriate. The report will be prepared and sealed by a Registered Professional Engineer trained and experienced in the practice of geotechnical engineering. FEES Based on the above-described program, a lump sum fee of THREE THOUSAND 1vINE HUNDRED NINETY DOLLARS ($3,990.00) is proposed. This lump sum price is based on performing only the scope of drilling and laboratory tests listed above. Fees for the performance of all other services will be determined on a unit price basis, in accordance with the attached Rate Schedule. Our invoice will be submitted upon completion of services. Should subsurface conditions be encountered which, based on our professional judgement, warrant significant revisions in the scope of work and/or result in stgnificantly higher costs, we will contact you prior to initiating this additional work. CONDITIONS The Client agrees to provide right-of-entry to conduct the exploration, and to indemnify Apex against reasonable damage(s) which occur in the normal course of our services on behalf of the Client. Traffic control is to be provided by the CiTy of Paris or the Client. Client also agrees to notify Apex of any known subsurface utilities, structures, or other objects existing on the site. If there are any other restrictions, unusual circumstances, or special requirements regarding the site or this proposed investigation, Client shall communicate these to Apex prior to commencing fieldwork. Also attached are our General Conditions, which are to be considered a part of this proposal. T'his proposal is valid far 90 days. The above lump sum covers the work needed to present our findings and recommendations in a report form. Not included are reviews of pavement drawings, preparation of construction specifications, special conferences, and any other work requested after submittal of our report. Such consultations are encouraged to ensure that the intent of our recommendations are properly implemented by the design team, and that construction costs are minimized by fully considering available options involving earthwork and structural concepts. It is recommended that Apex be retained after completion of the subsurface investigation to provide these services. page 3 OApez geoscience inc. 6th Street & 24th Street Improvements Pavement, Parts, Texas Geotechnica! Pavement Evaluation Proposal No. P7301-022 Unless notified otherwise, acceptance of Apex's proposal shail constitute Client's notice to proceed. However, if additional submittals are required following acceptance of Apex's proposal, the proposed schedule will be affected if access is contingent upon receipt andlor approval of same. Apex will provide its standard Health and Safety information and insurance certificates upon request. However, submittal of detailed Health and Safety data on Client's forms, required training, personal protective equipment, additional insurance coverage, or certifications not specifically included in this proposal will result in additional charges per the attached rate schedule(s). In the event that client or client's agent authorizes work and approval is granted to proceed, and after Apex has mobilized a drilling rig to the work location, and notice is received (or otherwise evident after arrival at site) that drilling is delayed or suspended for any reason beyond Apex's knowledge and control, client sha11 reimburse Apex for the "call-back" mobiliza.tion. The reimbursement rate shall be the current rate per mile listed on Apex's rate schedule, round trip from the actual dispatched location of the drill rig, to the "turn-around" location when the call- back is received, whether enroute or at the jobsite. Other expenses (such as per diem and standby) will be added if applicable. Such reimbursement shall be in addition to any lump sum or other estimated fees as may be listed elsewhere in this proposal. PERFORMANCE SCHEDULE Based on our current commitments, we anticipate starting the field exploration within 10 to 15 business days (weather and site conditions permitting) of receipt of a signed copy of this proposal. Our completed engineering report should be delivered approximately 15 to 20 business days from completion of fieldwork. After reviewing this proposal, please sign and return one copy to our office as notification of acceptance and authorization to proceed. When returning the proposal, please complete applicable items on the attached Project Data Sheet so that we may best serve you and your project. It is also imperative that the relationship between existing grades and final grades are known so we may more fully evaluate the effects of the existing soils as it pertains to pavement design, and construction recommendations. Tha.nk you for the opportunity to offer our services on your project. We look forward to serving you, and welcome any questions or comments you may have concerning this proposal or our services. Respectfully submitted, �Apex geoscience inc. G-�-- ohn J. Tayntor, P.E. F��� Attachments: Project Data Sheet Geotechnical Rate Schedule General Conditions I'age 4 Scott Hart, E.I.T. Apex Geoscience Inc. Registration No. F-3179 Expires 1/31/2014 C�JApex geoscience inG 6th Street dc 24th Stseet Improvements Pavement, Paris, Texas Geotechnical Pavement Evaluation Proposal No. P1301-022 ACCEPTANCE AND AUTHORIZATION Upon acceptance, this proposal constitutes the agreement between Apex and the Client. AGREED TO, THIS DAY OF , 2013. : (Signature) TITLE: ENTITY: (Printed) BY SIGNIIVG ABOVE� YOU WARRANT AND AFFIRM THAT YOU HAVE THE AUTHORITY TO BIND THE CLIENT� AND YOD UNDERSTAND THAT REGARDLESS OF YOUR CONTRACT WITH ANY THIRD PARTY WHO IS OBLIGATED TO PROVIDE THE SERVICES FOR THE PROJECT, YOU HEREBY BIND THE CLIENT TO MAKE PAYMENT TO APEX GEOSCIENCE INC. FOR ALL SERVICES PROVIDED UNDER THE TERMS OF THIS AGREEMENT. **Please include a useable site plan and directions to the site with the signed proposal. Page S OApex geoscience inc. PROJECT DATA SHEET— GEOTECHNICAL INVFSTIGATION 1. Project Name and Location: 2. Your Job No.: Purchase Order No.: 3. Your Contact Person: Telephone No.: Email: Fax No.: 4. Number and Distribution of Reports: ( ) Copies To: Copies To: 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18 19 20 21 Phone: Phone: Email: Email: Invoicing Address: Phone: Email: Type of Structure: Number of Floors: Special Equipment Loading Information: Interior Colurrm Spacing: Exterior Column Spacing: Exterior Column L.oad: Live: Dead: Interior Column L,oad: Live: Dead: Floor Slab Load: Slab on Grade: Basement/Depth: Preferred Type of Foundation: W ill new structure be attached to an existing structure: Will elevation ofsite be raised by filling: How Much: Will elevation ofsite be lowered by cut: How Much: Retaining Walls: Maximumheight ofsoil retained: Heavy Duty Pavement: No. of Heavy Trucks per day: Preferred Type: No. of Light Trucks per day: No. of Cars per day: Standard Duty Pavement: No. Heavy Trucks per day: Preferred Type: No. of Light Trucks per day: No. of Cars per day: Is there any previous subsurface information available: Otherpertinent information: �Apex geoscience inc. Geotechnical Rate Schedule Effective May 15, 2008 Mileage (auto) Per Mile $0.60 T Unconfined Comoression Test (ASTM D-21 Per Test Per Test Asi Asi Per Test Unit Weiqht Determination With Moisture Content Per Test $45.00 Sieve Analysis with Hydrometer (ASTM D-422) Per Test $130.00 Moisture — Density Relationship - Standard Proctor, (ASTM D-698) Per Test $155.00 Moisture — Density Relationship - Modified Proctor (ASTM D-1557; Per Test $175.00 California Bearinq Ratio, Three Point (ASTM D 1883) (Price excludes Proctor) Per Test $400.00 Flexible Wall Permeability (ASTM D 5084) (Add $50.00 per remoided sample) Per Test $350.00 Swell Test, Free or With Overburden Per Test $80.00 Sample Preparation (Remolded Sample) Per Test $30.00 Hand Penetrometer Per Test $2.00 Sulfate Determination (TEX Method 145/146) Per Test $60.00 pH Determination (ASTM D4972) Per Test $45.00 Organic Content (ASTM D2974) Per Test $60.00 Mobilization and Demobilization Mobilization — Minimum Charge Lump $300.00 Mobilization — Drill Rig Per Mile $3.50 Drillinq Services LV -4V 40' — 80' BGS 80' + BGS ck Coring (; Drilling Rig & 2-Man Crew (S Drilling Rig & 3-Man Crew (S Concrete Drilling, 6" DiametF Hand Auger Driiling and Sam Dynamic Hammer Testing (C Overtime (applicable to hourl� Shelbv Tube or Sqlit Spoon � 00 Does not include mobilization) (0 to 9 n Ooen Borehole (Min. 1 13.00 Per Houi Per Foot Per Hour $165.00 Per Hole $60.00 Per Foot $25.00 Per Hour $115.00 30% Surcharge Each $17.00 Remarks Prices apply only to Geotechnical borings in areas which are not contaminated by hazardous constituents. Testing on contaminated samples will be performed at stated cost per test plus the cost of protective clothing and a 25°/a additional charge for speciai handling. Contaminated soil and groundwater samples will be returned to the client upon completion of testing at shipping cost + 15%, plus any necessary permit costs. The prices listed above include three copies of the report distributed in accordance with the Clients instructions and mailed, via U.S. Postal Service. Additional copies will be billed at a rate of $20 each. Copies of our reports can be provided via facsimile transmission for an additional charge of $30.00. Services and fees not included will be quoted upon request. Equipment including steam cleaners, coring machines, core boxes, surge blocks, water level probes, generators, air compressors, etc. can be provided upon request. Outside services and equipment provided at cost plus 15%. Specialized computer services and analyses quoted on an individual basis. Use of this schedule shall incorporate Apex's current General Conditions, which shall govern over conflicts with other conditions. �Apex geoscience, inc. GENERAL CONDITIONS l. DEFINITIONS AND SCOPE OF WORK: "Apex" when used herein means Apex Geoscience, Ina. "Work" means Ihe specific engineering desigq geotechnical, envitonmen[al or o[her service(s) to be performed by Apex for client as expressly defined in Apex's proposal or work order, which scope may be modified in e�riting by mu[ual agreement of [he parties from [ime to lime. "Agreement" means Apex's proposal or work order, Apex's Schedule of Fees, clienPs wri[[en acceptance [hereof and [hese Generzl Conditions. "Client" means the person or business en[iry ordering the Work to be done by Apex. If Client is ordering W ork on behalf of another, Client represents and warrants that Client is the duly authorized agent of such third pany for the puryose of ordering and direc[ing said Work. Client will remain a guarantor of payment for such third party and in such caze. Client assumes sole responsibility for determining whether ihe quantity and the nature of the Work ordered by Client are adequate and sufficient for C1ienPs intended purpose. Client assumes the risk and agrces [o indemnify Apex from all [hird-party liabili[ies rela[ive [o Client [ransmitting any part of Apex's Work [o third parties or such Ihird parties reliance on [he Work. 2. RESPONSIBILITY: Work shall not indude determining supervisine or implementing the means, methods, [echniques, sequences or procedures of manufacturing or construction, nor evaluating, reporting or affecting job conditions conceming health, safety or welfare, unless specifically required in the scope of Work. Apex's Work, or failure to perfortn same, shall not in any way impose any liabilily upon Apex for Clfenf s, or any of its contractors, subcontractors or suppliers, improper performance or failure to perFottn under any other con[rac[ual artangement. 3. OWNERSHIP OF DOCUMENTS: All documents including drawings, reports and specifications prepared or fumished by Apex, or its employees, independent professional associates or consultants is and shall remain ihe property of Apex. Any reuse or use by others without the written consent of Apex is prohibited. 4. OPINIONS OF COST: In the event that Apex provides opinions of projeaed costs for construction or em-ironmental remediation services ofothers, Apex cannot and does not guarantee such projected costs. Such opinions of projected cost are merely estimates and acmal costs may vary; in that Apex has no control over the wst of labor, ma[erials, equipment or sen•ices fumished by others or over the conhactor(s)' me[hods of de[ertninine priees or performing work, or over competi[ive bidding or marke[ conditions. 5. HAZARDOUS MATERIALS: In the event Apex's Work specifically indudes visual obseR-ation. labora[ory analyses or physical testing of samples of subsurface and other materials for the purpose o( de�ec[ioq quanlifica[ion or identiFcation of the exten[, if any, of contamina[ion of subsudace soils or ground water by "hazardous materials", being those materials defined as such by RCRA, CERCLA or within any Federel or State statute or regulatioq nothing contained in this AS�reement shall be consweA or intefpreted as requiring Apez to assume [he sU[us of an owner, opern[or, genea[or, storer, hansporter, treater or disposal facili�y as those tetms appear within RCRA, CERCLA or within any Federal or State sta[u[e or regula[ion goveming [he genera[ioq handling, transport, treatment, srorage and disposal of hazardous ma[erials. Clien� assumes full responsibiliry (or compliance wi[h [he proaisions ofRCRA, CERCLA and any o[her Federal or State s[a[ute or regWa[ion goveming [he handling, heatment, s�oage and disposal of hazardo�s ma[erials. 6.SCHEDOLINGOFN'ORK: ApezwillendeavortoaccomplishtheWorkina[imelymanner.IfApexis required [o delay any part o( its Work [o accommoda[e Ihe requests or requirements of Clien[, regula[ory agencies orthird parties, or due ro any causes beyond [he direct reasonablecontrol ofApex, additional charl;es may apply, �vhich Client aerees to pay. 7.SITEACCESS,RESTORATIONANDDUTYTONOTIFY: Clientwillarrangeandprovideaccessto each si[e upon which Apex is ro perfortn Work. In [he eren[ Work is required on any site not owned by Clien�. Client represents and warrants [o Apex [hat Clien[ has ob[ained all necessary permissions for Apex [o en[er upon [he site and conduc[ its W ork Client shall, upon request, provide Apex with evidence of such permission as well as aceeptanee oC tUe other tcmms and conditions set forth herein by the owneds) and renant(s), if applicable, o( such site(s) in a form aceeptable to Apex. Any Work perFortned by Apex on the property of others shall be deemed as being done on behal(of Client and Client agrees to assume all risks thereof. Apex shall [ake reasonable meuures and precautions [o minimize damage to each site and any improvements located thereon as the result of the Work; however, any cos[s related to restoration of damage which may occur is not included in Apex's pnce of W ork. If Client or the possessor of any interest in any site desires Ihat Apex restore the si[e ro iLS fonner conditioq upon written reques[ of Client and after am'eemen[ of Apex. Apex will perfortn such additional work as is necessary and Clien[ shall pay Apex all costs forsuch work plus mark-up for ovefiead and profit Apex is under no obligation to inform other parties of its activities or diswveries, and Client recognizes that knowledge ofsuspected or actual conditions at the sitemayresuit in a reduction in a properly's value and may provide incentive to owners of properties affected [o initiare legal action against Client and/orothers. Client hereby releases Apex from anyliability relativeto such occurrences and shall defend, indemnify and hold Ape� hartnless from any and all claims, losses or damages related therero. 8. CLIENT'S DUTY TO NOTIFY APEX: Client represents and warrants that he has advised Apex ofany known or suspected hazardous materials, utility lines, underground or overhead s[ruc[ures, and pollu[an[s at any site a� which Apex is to do Work, and excep[ [o [he ez[ent Apex has ageed in wri[ing [o assume Ihe responsibility for locating subsudace objecLS, stmctures, lines or conduits, CLIEN'C AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD APEX HARMLESS FROM ALL CLAIMS, SUITS, LOSSES, DAMAGES COSTS AND EXPENSES, INCLUDP]G REASONABLE ATCORNEYS' FEES ('DAMAGES") AS A RESULT OF PERSONAL IN1URY, DEATH OR PROPERTY DAMAGE RESULTING FROM OR CAUSED BY CONTACT WITH SUBSURFACE OR LATENT OBJECTS. STRUCTURES, LINES OR CONDUITS EXCEPT TO THE EXTENT SUCH DAMAGES SHOWN TO HAVE BEEN CAUSED BY APEX'S NEGLIGENCE. 9. LIMITATIONS OF PROCEDURES, EQUIPMENT AND TESTS: Certain information may be obtained by observa[ion, analysis and tes[ing of sample materials and may be reported on boring logs or other res[ reports. Such information may be evidencewi[h respect ro[he detec[ioq quan[ifiea[ion and identification of pollutants, but any inference or condusion based [hereon is merely an opinion and shall no[ be consWed as a representation of fact Grou�dwa[er levels and composi[ion may vary due ro seasonal and clima[ic changes and extrinsic condi[ions and, even when sarnpling and testing are wndueted over an ex[ended period of time, pollutan[s wntained [herein may escape detec[ion. A si[e at which pollulants are no[ found [o exis[ or a[ [he time of inspection do not in fact ezist, may la[er, due m intervening causes such as na[ural 7,nound water flows or human interventioq become contaminated. There is a risk that sampling techniques may themselves result in wn[amination of certain subsurFace areas such as when a probe or boring device moves through a con[aminated area linking it [o an aquifer. underyround sheam or o[her hydrous body not previously con[amina[ed. Because [he risks set forth in this paragraph may be unavoidable and because [he sampling cechniques to be employed are a necessary aspect ofApex's Work on ClienPs behalf, Client agrees to assume these risks and hereby releues Apex from any liability rela[ive to same. lO.DISCOVERYOFUNANTICIPATEDPOLLUTANTS: ThediscoveryofcertainpollutanLSmaymake i[ necessary for Apex to take immediate measures �o protec[ heal[h and safety. Clien[ ab�ees [o reimburse Apex for alI ezpenses of implementing such measures. Apex a� ees to notifyClient should such pollutants be suspected or discovered. 11. SOIL AND SAMPLE DISPOSAL: Unless othe�vise agreed in writing, soils known at the time ro be contaminated will be placed in containers, labeled and left on the site for proper disposition by Client. 12. WARRANTY: Apex's will perform its Work in accordance wi[h this Agreement and with that degree of care and skill ordinarily exercised under similar circumstances by members of ils profession in [he community. If during the one (1) year period following wmple[ion of [he Work, i� is shown that those standards have no[ been meY, and Clien[ has promptly no[ified Apex in writing of such failure, Apex shall perform, at its expense, such co�rective services as may be necessary within the original scope of the Work to remedy such deficiency. ALL WARRANTIES OF ANY NATURB MADE BY APEX IN CONNECTION WITH THE WORK ARE LIMIrED TO THOSE SE7' FOR7'H IN THIS ARTICLE 12 APEX DISCLAIMS ALL STATUTORY. ORAL, EXPRESSED OR IMPLIED WARRANTIES, WCLUDING WARRANTIES OF MERCHANTAB[LITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISWG FROM COURSE OF DEALING OR TRADE USAGE. 13. TNDEMNITY AND LIABILITY: Subject ro the limitations provided in [his Agree�nent, Apez ab�rees ro indemnify and hold Client hazmless from and against any and all daims, suits, costs and expenses induding reasonable attomey's fees and court costs arising out of [he Work to Ihe ex[ent caused by Ihe negligence of Apex. Likewise, Client agrees ro indemnify and hold Apex harmless Rom and against any and all claims, suits, costs and expenses including reasonable attomey's fees and court costs arising out of [he Work and ro the extent caused by the negligence of Client. APEX'S CUMULATIVE LIABILITY ARISING OUT OF OR IN ANY MANNER RELATED TO [TS PERFORMANCE OF THE WORK UNDER THIS AGREEMENT SHALL NOT EXCEED $25,000.00 OR THE TOTAL AMOUNT OF 200%OF THE AMOUNTS PAID TO APEX FOR THE W ORK PERFORMED HEREUNDER, WHICHEVER AMOUNT [S LESS. APEX SHALL NOi BE RESPONSIBLE OR HELD LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIABIL[TY FOR LOSS OF USE OF ANY EXISTING PROPERTY, LOSS OF PROFITS, LOSS OF PRODUCi' OR BUSINESS INTERRUPT[ON. CLIENT HEREBY RELEASES APEX FROM ANY LIABILITY IN EXCESS OF THAT PROVIDED IN THIS PARAGRAPH, HO WEV ER THE SAME MAY AR1SE WHETHER IN CONTRACT, TORT, STATUTE, EQUITY OR OTHER THEORY OF LAW (INCLUDING, BUT NOT LIMITED TO, THE BREACH OF ANY LEGAL DUTY OR THE FAULT, NEGLIGENCE OR STRICT LIABQ.ITY OF APEX) AND THIS PARAGRAPH APPL�S NOTWRHSTANDING ANY'['HP]G TO THE CONTRARY IJNDER TH1S AGREEMENT THE REMEDIES PROVIDED CLIENT UNDER THIS AGREEMENT ARE EXCLUSNE AND ARE IN LIEU OF ALL Oi'HER REMEDIES WHICH MAY BE OR BECOME AVAILABLE AT LA W OR IN EQUITY. 14. PAYMENT: Clien[ shall be invoiced periodically for Work performed during �he preceding period. Client agrees to pay each invoice within thirty (30) days of the invoice date. Client further agrees to pay interest on all amounts invoiced and not paid within said thirty (30) day period at the maximum interest rate pertnitted under applicable law, until paid, excep[ [o the extent such invoice is objected to for valid cause in w-riting. Client agrees to pay Apex's cost of collec[ion of all amounts due and unpaid aRer sixty (60) days, including court cos[s and reasonable a[tomey's fees. Apex shall no[ be bound by any provision or agreement conditioning Apex's righ[ [o receive paymen[ for its Work upon paymen[ to Clien[ by any [hird party. 15.TERMINATION: ThisAgreementmaybeterminatedbyeitherpartyuponthirty(30)daysprionvritten notice. In the even[ of termina[ioq Apex shall be compensa[ed by Clien[ for all Work perfortned up to and including the tertnination date, including reimb�rsable expenses as per the Apex Rate Sched�le. 16.�VITNESSFEES: Apex'semployeesshallnotberetainedasexpertwitnessesexceptbyseparate,written agreement. Clien[ agrees to pay Apex at a rate two times Apex's Ihen curten[ fee schedule for any Apez employee subpoenaed by any party as an occurrence witness as a result of Apex's Work. 17.ENTIREACREEMENT,TITLESANDCONTROLLINGLAN': ThisAgrmnen[contains[herntire understanding behveen the par[ies and may be amended, modified or tertnina[ed only by a written instrumen[ signed by both parties. In the event any of the provisions of these general conditions should be found to be unenforceable, it shall be s[ricken and [he remaining provisions shall be rnforceable. The titles or para�raph headings used in [his Agreement aze for genernl reference only, are no[ part oftheA¢�eemrnt, and shall not be construed as establishing or limiting the meaning of the provisions contained herein. The failure of either party here[o [o exercise or enforce any right under this Agreemen[ shall nol consti[ule a release or waiver of [he subsequen[ exercise or enforcemen[ of s�ch right This Agreement shall be subject [o [he law and jurisdiction of [he S[a[e of Texas, without applica[ion of principles of wnflic[s-of-laws. V enue shall be proper only in the courts of Smith Counry, Texas. 1& CERTIFICATION STATEMENTS: Any "certification sta�emenf' as a resul� or conclusion of Apex's services, as may be requested by the Client or third parties for legal, loaq real estate and otherpuiposes, will be provided upon request, at additional chazge, at the sole disaetion of Apex. In providing such a "certificatiod', Apex will sta[e only what, in its professional opinioq is reasonably supported by available data and related analyses. When "certification statements" are provided by Apex, standardized language (if requested to be used by the Client, its agents or [hird parties) will be modified by Apex as necessary, at its sole discretion. Refusal by Apex [o use certain standardized language, words and phrases in "certifica[ion statements" shall neither constimte incomplete services by Apex, nor relieve Clienf of its obligation to compensa[e Apex in full for services provided hereunder. 20. CONTINUITY OF SERVICES: Apex shall not be responsible for implementation of its geotechnical recommendations if not retained ro adequately field verify same during the conswction of the project, and Client hereby releases Apex from such liability EVEN IF SUCH LIABIl,TfI' ARISES FROM THE NEGLIGENCE OF APEX. �Apergeosciettce, inc —Februaq� 10/1