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R2018-056 2018-03-26
RESOLUTION NO. R2018-56 A Resolution of the City Council of the City of Pearland,Texas,authorizing the City Manager or his designee to enter into a contract with Lockwood,Andrews & Newnam, Inc. (LAN), in the amount of $2,987,697.11, for professional services associated with the Mykawa Road Expansion Project (FM 518 to Beltway 8). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract by and between the City of Pearland and LAN,a copy of which is attached hereto as Exhibit"A"and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract with LAN, for professional services associated with the Mykawa Road Expansion Project (FM 518 to Beltway 8). PASSED, APPROVED and ADOPTED this the 26th day of March, A.D., 2018. TOM REID MAYOR ATTEST: Q� NQ /JUNG L! '" ' T- C =i`•. %\ TY SE IF ETARY ..... APPROVED AS TO FORM: C� DARRIN M. COKER CITY ATTORNEY I I WAs Used Contract No. THE STATE OF TEXAS § COUNTY OF BRAZORIA § CONTRACT FOR ENGINEERING SERVICES Cost Plus Fixed Fee, Unit Cost, Lump Sum, or Specified Rate Specific Deliverable with Work Authorizations THIS CONTRACT FOR ENGINEERING SERVICES is made by and between the City, 3519 Liberty Drive, Pearland, TX 77581, hereinafter called "City,"and Lockwood, Andrews & Newnam, inc., having its principal business address at 2925 Briarpark Drive, Suite 400 Houston, TX, 77042, hereinafter called "Engineer" or "Consultant", for the purpose of contracting for engineering services. WITNESSETH WHEREAS, Government Code, Chapter 2254, Subchapter A, "Professional Services Procurement Act," provides for the procurement of landscape design and engineering services; and WHEREAS, the City desires to contract for engineering services generally described as Mykawa Road from Beltway 8 to FM 518; and, WHEREAS, the City has selected the Engineer to provide the needed services and the Engineer has agreed to provide the services subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, the City and the Engineer, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows. AGREEMENT ARTICLE 1. SCOPE OF SERVICES. The City and the Engineer will furnish items and perform those services for fulfillment of the contract as identified in Attachment B, Services to be Provided by the City and Attachment C, Services to be Provided by the Engineer. All services provided by the Engineer will conform to standard engineering practices and applicable rules and regulations of the Texas Engineering Practices Act and the rules of the Texas Board of Professional Engineers. ARTICLE 2. CONTRACT PERIOD. This contract becomes effective when fully executed by all parties hereto and it shall terminate upon completion of all obligations by all parties unless the contract period is: (1) modified by written supplemental agreement prior to the date of termination as set forth in Attachment A, General Provisions, Article 6, Supplemental Agreements; (2) extended due to a work suspension as provided for in Attachment A, Article 3, Paragraph C; or(3) otherwise terminated in accordance with Attachment A, General Provisions, Article 15, Termination. Any work performed or cost incurred before or after the contract period shall be ineligible for reimbursement. ARTICLE 3. COMPENSATION. A. Maximum Amount Payable. The maximum amount payable under this contract without modification is shown in Attachment E, Fee Schedule. Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party, B. Basis of Payment. The basis of payment is identified in Attachment E, Fee Schedule. Reimbursement of costs incurred under a work authorization shall be in accordance with Attachment E, Fee Schedule. C. Reimbursement of Eligible Costs. To be eligible for reimbursement, the Engineer's costs must (1) be incurred in accordance with the terms of a valid work authorization; (2) be in accordance with Attachment E, Fee Schedule; and (3) comply with cost principles set forth at 48 CFR Part 31, Federal Acquisition Regulation (FAR 31). Satisfactory progress of work shall be maintained as a condition of payment. Engineering--EngineeringSpecDelwWA.doc Page 1 of 3 Rev. 08-31- 2016 WAs Used Contract No. D. Engineer Payment of Subproviders. No later than ten (10) days after receiving payment from the City, the Engineer shall pay all subproviders for work performed under a subcontract authorized hereunder. The City may withhold all payments that have or may become due if the Engineer fails to comply with the ten-day payment requirement. The City may also suspend the work under this contract or any work authorization until subproviders are paid. This requirement also applies to all lower tier subproviders, and this provision must be incorporated into all subcontracts. ARTICLE 4. PAYMENT REQUIREMENTS A. Monthly Billing Statements. The Engineer shall request reimbursement of costs incurred by submitting the original and one copy of an itemized billing statement in a form acceptable to the City. The Engineer is authorized to submit requests for reimbursement no more frequently than monthly and no later than ninety (90) days after costs are incurred. B. Billing Statement. The billing statement shall show the total amount earned to the date of submission, and the amount due and payable as of the date of the current billing statement. The billing statement shall indicate if the work has been completed or if the billing is for partial completion of the work. The fixed fee will be paid in proportion to the percentage of work completed per work authorization. C. Overhead Rates. The Engineer shall use the provisional overhead rate indicated in Attachment E. If a periodic escalation of the provisional overhead rate is specified in Attachment E, the effective date of the revised provisional overhead rate must be included. For lump sum contracts, the overhead rate remains unchanged for the entire contract period. D. Thirty Day Payments. Upon receipt of a billing statement that complies with all invoice requirements set forth in this Article, the City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. E. Withholding Payments. The City reserves the right to withhold payment of the Engineer's billing statement in the event of any of the following: (1) If a dispute over the work or costs thereof is not resolved within a thirty day period; (2) pending verification of satisfactory work performed; (3) the Engineer becomes a delinquent obligor as set forth in Section 231.006 of the Family Code; (4) required reports are not received; or(5) the State Comptroller of Public Accounts will not issue a warrant to the Engineer. In the event that payment is withheld, the City shall notify the Engineer and give a remedy that would allow the City to release the payment. F. Required Reports. (1) As required in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Program Requirements, the Engineer shall submit Progress Assessment Reports to report actual payments made to Disadvantaged Business Enterprises or Historically Underutilized Businesses. One copy shall be submitted with each billing statement and one copy shall be submitted to the address included in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Program Requirements. (2) Prior to contract closeout, the Engineer shall submit a Final Report (Exhibit H-4)to the address set forth in Attachment H. (3) The Engineer shall submit a separate report with each billing statement showing the percent completion of the work accomplished during the billing period and the percent completion to date, and any additional written report requested by the City to document the progress of the work. G. Subproviders and Suppliers List. Pursuant to requirements of 43 Texas Administrative Code §9.350 et seq., the Engineer must provide the City a list (Exhibit H-5/DBE or Exhibit H-6/HUB) of all Subproviders and suppliers that submitted quotes or proposals for subcontracts. This list shall include subproviders and suppliers names, addresses, telephone numbers, and type of work desired. H. Debt to the State. If the State Comptroller of Public Accounts is prohibited from issuing a warrant or initiating an electronic funds transfer to the Engineer because of a debt owed to the State, the State shall apply all payment due the Engineer to the debt or delinquent tax until the debt or delinquent tax is paid in full. I. Audit. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly Engineering—Engineering_SpecDelwWA.doc Page 2 of 3 Rev. 08-31- 2016 WAs Used Contract No. under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. ARTICLE 5. WORK AUTHORIZATIONS. The City will issue work authorizations using the form included in Attachment D (Work Authorizations and Supplemental Work Authorizations)to authorize all work under this contract. The Engineer must sign and return a work authorization within seven (7) working days after receipt. Refusal to accept a work authorization may be grounds for termination of the contract. The City shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to work not directly associated with or prior to the execution of a work authorization. Terms and conditions governing the use of work authorizations are set forth in Attachment A, General Provisions, Article 1. ARTICLE 6. SIGNATORY WARRANTY. The undersigned signatory for the Engineer hereby represents and warrants that he or she is an officer of the organization for which he or she has executed this contract and that he or she has full and complete authority to enter into this contract on behalf of the firm. These representations and warranties are made for the purpose of inducing the City to enter into this contract. ARTICLE 7. All notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to such party at the following addresses: Engineer: City: Muhammad Ali, PE Cara Davis Sr. Associate, Team Leader Engineering and Capital Projects Dept. Lockwood, Andrews & Newnam, Inc. City of Pearland 2925 Briarpark Drive, Suite 400 3519 Liberty Drive Houston, Texas 77042 Pearland, Texas 77581 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. ARTICLE 8. INCORPORATION OF PROVISIONS. Attachments A through H are attached hereto and incorporated into this contract as if fully set forth herein. IN WITNESS WHEREOF, the City and the Engineer have executed this contract in duplicate. THE ENGINEER / THE CITY OF PEARLAND rnirif (Signature) Pr ( i. pure) Muhammad Ali 18 D g (Printed Name) q ('rintefi,(lame) Senior Associate (L 4 MaNaC--1 (Title) itle) 3/29/2018 �3 t lQ'GUMS (Date) (Date) Engineering—Engineering_SpecDelwWA.doc Page 3 of 3 Rev. 08-31- 2016 WAs Used Contract No. Attachments and Exhibits to Contract for Engineering Services Incorporated into the Contract by Reference Attachments Title A General Provisions B Services to Be Provided by the City C Services to Be Provided by the Engineer D Work Authorization and Supplemental Work Authorization E Fee Schedule F Work Schedule G Computer Graphics Files for Document and Information Exchange, if applicable H-FG Disadvantaged Business Enterprise (DBE)for Federal Funded Professional or Technical Services Contracts— See Attachment H Instructions H — FN Disadvantaged Business Enterprise (DBE)for Race-Neutral Professional or Technical Services Contracts— See Attachment H Instructions H — SG Historically Underutilized Business (HUB) Requirements for State Funded Professional or Technical Services Contracts— State of Texas HUB. Subcontracting plan required — See Attachment H Instructions H — SN Historically Underutilized Business (HUB) Requirements for State Funded Professional or Technical Services Contracts— No State of Texas HUB Exhibits Title H — 1 Subprovider Monitoring System Commitment Worksheet H —2 Subprovider Monitoring System Commitment Agreement H — 3 Monthly Progress Assessment Report H —4 Subprovider Monitoring System Final Report H — 5 Federal Subproviders and Supplier Information H —6 HUB Subcontracting Plan (HSP) Prime Contractor Progress Assessment Report Engineering—Engineering_SpecDelwWA.doc Page 1 of 1 WAs Used Contract No. ATTACHMENT A GENERAL PROVISIONS INDEX TO PROVISIONS Article Title 1 Work Authorizations 2 Progress 3 Suspension of Work 4 Additional Work 5 Changes in Work 6 Supplemental Agreements 7 Ownership of Data 8 Public Information 9 Personnel, Equipment and Material 10 License for TxDOT Logo Use 11 Subcontracting 12 Inspection of Work 13 Submission of Reports 14 Violation of Contract Terms 15 Termination 16 Compliance with Laws 17 Indemnification 18 Engineer's Responsibility 19 Non-collusion 20 Insurance 21 Gratuities 22 DBE/HUB Requirements 23 Maintenance, Retention and Audit of Records 24 Nepotism Disclosure 25 Civil Rights Compliance 26 Patent Rights 27 Computer Graphics Files 28 Child Support Certification 29 Disputes 30 Successors and Assigns 31 Severability 32 Prior Contracts Superseded 33 Conflict of Interest 34 Office of Management and Budget (OMB) Audit Requirements 35 Debarment Certifications 36 E-Verify Certification 37 Restrictions on Employment of Former State Officer or Employee 38 Pertinent Non-Discrimination Authorities Engineering—Engineering_SpecDelwWA.doc Page 1 of 1 WAs Used Contract No. ATTACHMENT A GENERAL PROVISIONS ARTICLE 1. WORK AUTHORIZATIONS A. Use. The Engineer shall not begin any work until the City and the Engineer have signed a work authorization. Costs incurred by the Engineer before a work authorization is fully executed or after the completion date specified in the work authorization are not eligible for reimbursement. All work must be completed on or before the completion date specified in the work authorization, and no work authorization completion date shall extend beyond the contract period set forth in Article 2 of the contract (Contract Period). B. Contents. Each work authorization will include: (1) types of services to be performed; (2) a period of performance with a beginning and ending date; (3) a full description of the work to be performed; (4) a work schedule with milestones; (5) a cost not to exceed amount, (6) the basis of payment whether cost plus fixed fee, unit cost, lump sum, or specified rate; and (7) a work authorization budget calculated using fees set forth in Attachment E, Fee Schedule. The Engineer is not to include additional contract terms and conditions in the work authorization. In the event of any conflicting terms and conditions between the work authorization and the contract, the terms and conditions of the contract shall prevail and govern the work and costs incurred. C. Work Authorization Budget. A work authorization budget shall set forth in detail (1) the computation of the estimated cost of the work as described in the work authorization, (2) the estimated time (hours/days) required to complete the work at the hourly rates established in Attachment E, Fee Schedule; (3) a work plan that includes a list of the work to be performed, (4) a stated maximum number of calendar days to complete the work, and (5) a cost-not-to-exceed-amount or unit or lump sum cost and the total cost or price of the work authorization. The City will not pay items of cost that are not included in or rates that exceed those approved in Attachment E. D. No Guaranteed Work. Work authorizations are issued at the discretion of the City. While it is the City's intent to issue work authorizations hereunder, the Engineer shall have no cause of action conditioned upon the lack or number of work authorizations issued. E. Incorporation into Contract. Each work authorization shall be signed by both parties and become a part of the contract. No work authorization will waive the City's or the Engineer's responsibilities and obligations established in this contract. The Engineer shall promptly notify the City of any event that will affect completion of the work authorization. F. Supplemental Work Authorizations. Before additional work may be performed or additional costs incurred, a change in a work authorization shall be enacted by a written supplemental work authorization in the form identified and attached hereto as Attachment D. Both parties must execute a supplemental work authorization within the period of performance specified in the work authorization. The City shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to additional work not directly associated with the performance or prior to the execution of the work authorization. The Engineer shall allow adequate time for review and approval of the supplemental work authorization by the City prior to expiration of the work authorization. Any supplemental work authorization must be executed by both parties within the time period established in Article 2 of the contract, (Contract Period). Under no circumstances will a work authorization be allowed to extend beyond the contract's expiration date or will the total amount of funds exceed the maximum amount payable set forth in Article 3A of the contract (Compensation). F-1. More Time Needed. If the Engineer determines or reasonably anticipates that the work authorized in a work authorization cannot be completed before the specified completion date, the Engineer shall promptly notify the City. The City may, at its sole discretion, extend the work authorization period by execution of supplemental authorization, using the form attached hereto as Attachment D. F-2. Changes in Scope. Changes that would modify the scope of the work authorized in a work authorization must be enacted by a written supplemental work authorization. The Engineer must allow adequate time for the City to review and approve any request for a time extension prior to expiration of the work authorization. If the change in scope affects the amount payable under the work authorization, the Engineer shall prepare a revised work authorization budget for the City's approval. Engineering—Engineering SpecDelwWA Page 1 of 12 Attachment A WAs Used Contract No. G. New Work Authorization. If the Engineer does not complete the services authorized in a work authorization before the specified completion date and has not requested a supplemental work authorization, the work authorization shall terminate on the completion date. At the sole discretion of the City, it may issue a new work authorization to the Engineer for the incomplete work using the unexpended balance of the preceding work authorization for the project. If approved by the City, the Engineer may calculate any additional cost for the incomplete work using the rates set forth in the preceding work authorization and in accordance with Attachment E, Fee Schedule. H. Emergency Work Authorizations. The City, at its sole discretion, may accept the Engineer's signature on a faxed copy of the work authorization as satisfying the requirements for executing the work authorization, provided that the signed original is received by the City within five business days from the date on the faxed copy. I. Deliverables. Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the City for review and acceptance. ARTICLE 2. PROGRESS A. Progress meetings. The Engineer shall from time to time during the progress of the work confer with the City. The Engineer shall prepare and present such information as may be pertinent and necessary or as may be requested by the City in order to evaluate features of the work. B. Conferences. At the request of the City or the Engineer, conferences shall be provided at the Engineer's office, the office of the City, or at other locations designated by the City. These conferences shall also include evaluation of the Engineer's services and work when requested by the City. C. Inspections. If federal funds are used to reimburse costs incurred under this contract, the work and all reimbursements will be subject to periodic review by the U. S. Department of Transportation. D. Reports. The Engineer shall promptly advise the City in writing of events that have a significant impact upon the progress of a work authorization, including: 1. problems, delays, adverse conditions that will materially affect the ability to meet the time schedules and goals, or preclude the attainment of project work units by established time periods; this disclosure will be accompanied by statement of the action taken or contemplated, and any City, State or federal assistance needed to resolve the situation; and 2. favorable developments or events which enable meeting the work schedule goals sooner than anticipated. E. Corrective Action. Should the City determine that the progress of work does not satisfy the milestone schedule set forth in a work authorization, the City shall review the work schedule with the Engineer to determine the nature of corrective action needed. ARTICLE 3. SUSPENSION OF WORK AUTHORIZATION A. Notice. Should the City desire to suspend a work authorization but not terminate the contract, the City may verbally notify the Engineer followed by written confirmation, giving (30)thirty days notice. Both parties may waive the thirty-day notice in writing. B. Reinstatement. A work authorization may be reinstated and resumed in full force and effect within sixty (60) business days of receipt of written notice from the City to resume the work. Both parties may waive the sixty-day notice in writing. C. Contract Period Not Affected. If the City suspends a work authorization, the contract period as determined in Article 2 of the contract (Contract Period) is not affected and the contract and the work authorization will terminate on the date specified unless the contract or work authorization is amended to authorize additional time. D. Limitation of Liability. The City shall have no liability for work performed or costs incurred prior to the date authorized by the City to begin work, during periods when work is suspended, or after the completion date of the contract or work authorization. Engineering—Engineering_SpecDelwWA Page 2 of 12 Attachment A WAs Used Contract No. ARTICLE 4. ADDITIONAL WORK A. Notice. If the Engineer is of the opinion that any assigned work is beyond the scope of this contract and constitutes additional work, it shall promptly notify the City in writing, presenting the facts of the work authorization and showing how the work authorization constitutes additional work. B. Supplemental Agreement. If the City finds that the work does constitute additional work, the City shall so advise the Engineer and a written supplemental agreement will be executed as provided in General Provisions, Article 6, Supplemental Agreements. C. Limitation of Liability. The City shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to additional work not directly associated with or prior to the execution of a supplemental agreement. ARTICLE 5. CHANGES IN WORK A. Work Previously Submitted as Satisfactory. If the Engineer has submitted work in accordance with the terms of this contract but the City requests changes to the completed work or parts thereof which involve changes to the original scope of services or character of work under the contract, the Engineer shall make such revisions as requested and as directed by the City. This will be considered as additional work and paid for as specified under Article 4, Additional Work. B. Work Does Not Comply with Contract. If the Engineer submits work that does not comply with the terms of this contract, the City shall instruct the Engineer to make such revision as is necessary to bring the work into compliance with the contract. No additional compensation shall be paid for this work. C. Errors/Omissions. The Engineer shall make revisions to the work authorized in this contract which are necessary to correct errors or omissions appearing therein, when required to do so by the City. No additional compensation shall be paid for this work. ARTICLE 6. SUPPLEMENTAL AGREEMENTS A. Need. The terms of this contract may be modified if the City determines that there has been a significant increase or decrease in the duration, scope, cost, complexity or character of the services to be performed. A supplemental agreement will be executed to authorize such significant increases or decreases. Significant is defined to mean a cost increase of any amount and a cost decrease of twenty percent (20%) or more of the original estimated project cost. B. Compensation. Additional compensation, if appropriate, shall be calculated as set forth in Article 3 of the contract (Compensation). Significant changes affecting the cost or maximum amount payable shall be defined to include but not be limited to new work not previously authorized or previously authorized services that will not be performed. The parties may reevaluate and renegotiate costs at this time. C. When to Execute. Both parties must execute a supplemental agreement within the contract period specified in Article 2 of the contract (Contract Period). ARTICLE 7. OWNERSHIP OF DATA A. Work for Hire. All services provided under this contract are considered work for hire and as such all data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this contract are the property of the City. B. Disposition of Documents. All documents prepared by the Engineer and all documents furnished to the Engineer by the City shall be delivered to the City upon request by the City. The Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished the City under this contract, but further use of the data is subject to permission by the City. C. Release of Design Plan. The Engineer(1) will not release any roadway design plan created or collected under this contract except to its subproviders as necessary to complete the contract; (2) shall include a provision in all subcontracts which acknowledges the City's ownership of the design plan and prohibits its use for any use other than the project identified in this contract; and (3) is responsible for any improper use of the design plan by its employees, officers, or subproviders, including costs, damages, or other liability resulting from improper use. Neither the Engineer nor any subprovider may charge a fee for the portion of the design Engineering—Engineering_SpecDelwWA Page 3 of 12 Attachment A WAs Used Contract No. plan created by the City. ARTICLE 8. PUBLIC INFORMATION AND CONFIDENTIALITY A. Public Information. The City will comply with Government Code, Chapter 552, the Public Information Act, and 43 Texas Administrative Code §3.10 et seq. in the release of information produced under this contract. B. Confidentiality. The Engineer shall not disclose information obtained from the City under this contract without the express written consent of the City. C. Access to Information. The Engineer is required to make any information created or exchanged with the city pursuant to this contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the city. ARTICLE 9. PERSONNEL, EQUIPMENT AND MATERIAL A. Engineer Resources. The Engineer shall furnish and maintain quarters for the performance of all services, in addition to providing adequate and sufficient personnel and equipment to perform the services required under the contract. The Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the services required under this contract, or it will be able to obtain such personnel from sources other than the City. B. Removal of Contractor Employee. All employees of the Engineer assigned to this contract shall have such knowledge and experience as will enable them to perform the duties assigned to them. The City may instruct the Engineer to remove any employee from association with work authorized in this contract if, in the sole opinion of the City, the work of that employee does not comply with the terms of this contract or if the conduct of that employee becomes detrimental to the work. C. Replacement of Key Personnel. The Engineer must notify the City in writing as soon as possible, but no later than three business days after a project manager or other key personnel is removed from association with this contract, giving the reason for removal. D. State Approval of Replacement Personnel. The Engineer may not replace the project manager or key personnel without prior consent of the City. The City must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the City determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the City within forty-five (45) days. E. Ownership of Acquired Property. Except to the extent that a specific provision of this contract states to the contrary, the City shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the City shall be delivered to the City when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first. ARTICLE 10. LICENSE FOR City LOGO USE A. Grant of License; Limitations. The Engineer is granted a limited revocable non-exclusive license to use the registered City of Pearland trademark logo on any deliverables prepared under this contract that are the property of the City. The Engineer may not make any use of the registered City of Pearland trademark logo on any other materials or documents unless it first submits that request in writing to the City and receives approval for the proposed use. The Engineer agrees that it shall not alter, modify, dilute, or otherwise misuse the registered City of Pearland trademark logo or bring it into disrepute. B. No Assignment or Sublicense. The Engineer may not assign or sublicense the rights granted by this article without the prior written consent of the City. C. Term of License. The license granted to the Engineer by this article shall terminate at the end of the term specified in Article 2 of this contract. ARTICLE 11. SUBCONTRACTING A. Prior Approval. The Engineer shall not assign, subcontract or transfer any portion of professional services Engineering—Engineering_SpecDelwWA Page 4 of 12 Attachment A WAs Used Contract No. related to the work under this contract without prior written approval from the City. B. DBE/HUB Compliance. The Engineer's subcontracting program shall comply with the requirements of Attachment H of the contract (DBE/HUB Requirements). C. Required Provisions. All subcontracts for professional services shall include the provisions included in Attachment A, General Provisions, and any provisions required by law. The Engineer is authorized to pay subproviders in accordance with the terms of the subcontract, and the basis of payment may differ from the basis of payment by the City to the Engineer. D. Prior Review. Subcontracts for professional services in excess of$25,000 may be reviewed by the City prior to performance of work thereunder. E. Engineer Responsibilities. No subcontract relieves the Engineer of any responsibilities under this contract. ARTICLE 12. INSPECTION OF WORK A. Review Rights. The City, Texas Department of Transportation (TxDOT) and the U. S. Department of Transportation, when federal funds are involved, and any of their authorized representatives shall have the right at all reasonable times to review or otherwise evaluate the work performed hereunder and the premises in which it is being performed. B. Reasonable Access. If any review or evaluation is made on the premises of the Engineer or a subprovider, the Engineer shall provide and require its subproviders to provide all reasonable facilities and assistance for the safety and convenience of the state or federal representatives in the performance of their duties. ARTICLE 13. SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by the City before a final report is issued. The City's comments on the Engineer's preliminary report must be addressed in the final report. ARTICLE 14. VIOLATION OF CONTRACT TERMS A. Increased Costs. Violation of contract terms, breach of contract, or default by the Engineer shall be grounds for termination of the contract, and any increased or additional cost incurred by the City arising from the Engineer's default, breach of contract or violation of contract terms shall be paid by the Engineer. B. Remedies. This agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative. ARTICLE 15. TERMINATION A. Causes. The contract may be terminated before the stated completion date by any of the following conditions. 1. By mutual agreement and consent, in writing from both parties. 2. By the City by notice in writing to the Engineer as a consequence of failure by the Engineer to perform the services set forth herein in a satisfactory manner. 3. By either party, upon the failure of the other party to fulfill its obligations as set forth herein. 4. By the City for reasons of its own, not subject to the mutual consent of the Engineer, by giving thirty business days notice of termination in writing to the Engineer. 5. By the City, if the Engineer violates the provisions of Attachment A, General Provisions Article 21, Gratuities, or Attachment H, Disadvantaged Business Enterprise/Historically Underutilized Business Requirements. 6. By satisfactory completion of all services and obligations described herein. B. Measurement. Should the City terminate this contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to the Engineer. In determining the value of the work performed by the Engineer prior to termination, the City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should the City terminate this contract under paragraph (4) or (5) above, the Engineer shall not incur costs during the thirty-day notice period in excess of the amount incurred during the preceding thirty days. Engineering—Engineering_SpecDelwWA Page 5 of 12 Attachment A WAs Used Contract No. C. Value of Completed Work. If the Engineer defaults in the performance of this contract or if the City terminates this contract for fault on the part of the Engineer, the City will give consideration to the following when calculating the value of the completed work: (1) the actual costs incurred (not to exceed the rates set forth in Attachment E, Fee Schedule) by the Engineer in performing the work to the date of default; (2)the amount of work required which was satisfactorily completed to date of default; (3) the value of the work which is usable to the City; (4) the cost to the City of employing another firm to complete the required work; (5)the time required to employ another firm to complete the work; and (6) other factors which affect the value to the City of the work performed. D. Calculation of Payments. The City shall use the fee schedule set forth in Attachment E to the contract (Fee Schedule) in determining the value of the work performed up to the time of termination. In the case of partially completed engineering services, eligible costs will be calculated as set forth in Attachment E, Fee Schedule. The sum of the provisional overhead percentage rate for payroll additives and for general and administrative overhead costs during the years in which work was performed shall be used to calculate partial payments. Any portion of the fixed fee not previously paid in the partial payments shall not be included in the final payment. E. Excusable Delays. Except with respect to defaults of subproviders, the Engineer shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure to progress in the performance of the work) if such failure arises out of causes beyond the control and without the default or negligence of the Engineer. Such causes may include, but are not restricted to, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. F. Surviving Requirements. The termination of this contract and payment of an amount in settlement as prescribed above shall extinguish the rights, duties, and obligations of the City and the Engineer under this contract, except for those provisions that establish responsibilities that extend beyond the contract period. G. Payment of Additional Costs. If termination of this contract is due to the failure of the Engineer to fulfill its contract obligations, the City may take over the project and prosecute the work to completion, and the Engineer shall be liable to the City for any additional cost to the City. ARTICLE 16. COMPLIANCE WITH LAWS The Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this contract, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, nondiscrimination, and licensing laws and regulations. When required, the Engineer shall furnish the City with satisfactory proof of its compliance therewith. ARTICLE 17. INDEMNIFICATION A. Errors, Omissions, Negligent Acts. The Engineer shall save harmless the City and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed under this contract and which are caused by or result from error, omission, or negligent act of the Engineer or of any person employed by the Engineer. B. Attorney Fees. The Engineer shall also save harmless the City from any and all expense, including, but not limited to, attorney fees which may be incurred by the City in litigation or otherwise resisting said claim or liabilities which may be imposed on the City as a result of such activities by the Engineer, its agents, or employees. ARTICLE 18. ENGINEER'S RESPONSIBILITY A. Accuracy. The Engineer shall be responsible for the accuracy of work and shall promptly make necessary revisions or corrections resulting from its errors, omissions, or negligent acts without compensation. B. Errors and Omissions. The Engineer's Responsibility for all questions arising from design errors or omissions will be determined by the City. All decisions shall be in accordance with the City's "Consultant Errors & Omissions Correction and Collection Procedures" and Texas Government Code §2252.905. The Engineering—Engineering_SpecDelwWA Page 6 of 12 Attachment A WAs Used Contract No. Engineer will not be relieved of the responsibility for subsequent correction of any such errors or omissions or for clarification of any ambiguities until after the construction phase of the project has been completed. C. Seal. The responsible Engineer shall sign, seal and date all appropriate Engineer submissions to the City in accordance with the Texas Engineering Practice Act and the rules of the Texas Board of Architectural Examiners. D. Resealing of Documents. Once the work has been sealed and accepted by the City, the City, as the owner, will notify the party to this contract, in writing, of the possibility that a City engineer, as a second engineer, may find it necessary to alter, complete, correct, revise or add to the work. If necessary, the second engineer will affix his seal to any work altered, completed, corrected, revised or added. The second engineer will then become responsible for any alterations, additions or deletions to the original design including any effect or impacts of those changes on the original engineer's design. ARTICLE 19. NONCOLLUSION A. Warranty. The Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this contract and that it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. B. Liability. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or compensation, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. ARTICLE 20. INSURANCE The Engineer certifies that it has insurance on file with City in the amount specified as followed, as required by the City. No other proof of insurance is acceptable to the City. The Engineer certifies that it will keep current insurance on file with that office for the duration of the contract period. If insurance lapses during the contract period, the Engineer must stop work until a new certificate of insurance is provided. A. Policies and Limits. The CONSULTANT shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons, damages to property, or any errors and omissions relating to the performance of any work by the CONSULTANT, its agents, employees or subcontractors under this Agreement, as follows. 1. Workers' Compensation as required by law 2. Professional Liability Insurance in an amount not less than $1,000,000 in the aggregate. 3. Comprehensive General Liability and Property Damage Insurance with minimum limits of $1,000,000 for injury or death of any one person, $1,000,000 for each occurrence, and $1,000,000 for each occurrence of damage to or destruction of property. 4. Comprehensive Automobile and Truck Liability Insurance covering owned, hired, and non-owned vehicles, with minimum limits of$1,000,000 for injury or death of any one person, $1,000,000 for each occurrence, and $1,000,000 for property damage. The CONSULTANT shall include the CITY as an additional insured under the policies, with the exception of the Professional Liability Insurance and Workers' Compensation. Certificates of Insurance and endorsements shall be furnished to the CITY before work commences. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled, and/or reduced in coverage or in limits ("Change in Coverage") except with prior written consent of the CITY and only after the CITY has been provided with written notice of such Change in Coverage, such notice to be sent to the CITY either by hand delivery to the City Manager or by certified mail, return receipt requested, and received by the City no fewer than thirty (30) days prior to the effective date of such Change in Coverage. Prior to commencing services under this CONTRACT, CONSULTANT shall furnish CITY with Certificates of Insurance, or formal endorsements as required by this CONTRACT, issued by CONSULTANT'S insurer(s), as evidence that policies providing the required coverage, conditions, and limits required by this CONTRACT are in full force and effect. B. The CONSULTANT shall indemnify and hold the CITY, its officers, agents, and employees, harmless from any claim, loss, damage, suit, and liability of every kind for which CONSULTANT is legally liable, including Engineering—Engineering_SpecDelwWA Page 7 of 12 Attachment A WAs Used Contract No. all expenses of litigation, court costs, and attorney's fees, for injury to or death of any person, for damage to any property, or errors in design, any of which are caused by the negligent act or omission of the CONSULTANT, his officers, employees, agents, or subcontractors under this CONTRACT. C. All parties intend that the CONSULTANT, in performing services pursuant to this CONTRACT, shall act as an independent contractor and shall have control of its own work and the manner in which it is performed. The CONSULTANT is not to be considered an agent or employee of the CITY. ARTICLE 21. GRATUITIES A. Employees Not to Benefit. City of Pearland policy mandates that employees of the City of Pearland shall not accept any benefit, gift or favor from any person doing business with or who reasonably speaking may do business with the City under this contract. The only exceptions allowed are ordinary business lunches and items that have received the advance written approval of the City Manager. B. Liability. Any person doing business with or who reasonably speaking may do business with the City under this contract may not make any offer of benefits, gifts or favors to department employees, except as mentioned above. Failure on the part of the Engineer to adhere to this policy may result in the termination of this contract. ARTICLE 22. DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS The Engineer agrees to comply with the requirements set forth in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Subcontracting Plan Requirements with an assigned goal or a zero goal, as determined by the City and TxDOT. ARTICLE 23. MAINTENANCE, RETENTION AND AUDIT OF RECORDS A. Retention Period. The Engineer shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided (hereinafter called the Records). The Engineer shall make the records available at its office during the contract period and for seven (7) years from the date of final payment under this contract, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last. B. Availability. The City, State or any of its duly authorized representatives, the Federal Highway Administration, the United States Department of Transportation, Office of Inspector General, and the Comptroller General shall have access to the Engineer's Records which are directly pertinent to this contract for the purpose of making audits, examinations, excerpts and transcriptions. ARTICLE 24. NEPOTISM DISCLOSURE A. In this section the term "relative" means: (1) a person's great grandparent, grandparent, parent, aunt or uncle, sibling, niece or nephew, spouse, child, grandchild, or great grandchild, or (2) the grandparent, parent, sibling, child, or grandchild of the person's spouse. B. A notification required by this section shall be submitted in writing to the person designated to receive official notices under this contract and by first-class mail addressed to City of Pearland, 3519 Liberty Drive, Pearland, Texas 77581. The notice shall specify the Consultant firm name, the name of the person who submitted the notification, the contract number, the business unit of City of Pearland that is principally responsible for the contract, the name of the relevant Consultant employee, the expected role of the Consultant employee on the project, the name of the City employee who is a relative of the Consultant employee, the title of the City employee, the work location of the City employee, and the nature of the relationship. C. By executing this contract, the Consultant is certifying that the Consultant does not have any knowledge that any of its employees or of any employees of a subcontractor who are expected to work under this contract have a relative that is employed by the City unless the Consultant has notified City of Pearland of each instance as required by subsection (b). Engineering—Engineering_SpecDelwWA Page 8 of 12 Attachment A WAs Used Contract No. D. If the Consultant learns at any time that any of its employees or that any of the employees of a subcontractor who are performing work under this contract have a relative who is employed by the City, the Consultant shall notify City of Pearland under subsection (b) of each instance within thirty days of obtaining that knowledge. E. If the Consultant violates this section, the City may terminate the contract immediately for cause, may impose any sanction permitted by law, and may pursue any other remedy permitted by law. ARTICLE 25. CIVIL RIGHTS COMPLIANCE A. Compliance with Regulations: The Engineer will comply with the Acts and the Regulations relative to Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made part of this agreement. B. Nondiscrimination: The Engineer, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Engineer will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Engineer of the Engineer's obligations under this contract and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports: The Engineer will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the City, State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any information required of the Engineer is in the exclusive possession of another who fails or refuses to furnish this information, the Engineer will so certify to the City, State or the Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Engineer's noncompliance with the Nondiscrimination provisions of this contract, the City will impose such contract sanctions as it, the State or the FHWA may determine to be appropriate, including, but not limited to: (1) withholding of payments to the Engineer under the contract until the Engineer complies and/or (2) cancelling, terminating, or suspending of the contract, in whole or in part. F. Incorporation of Provisions: The Engineer will include the provisions of paragraphs (A) through (F) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Engineer will take such action with respect to any subcontract or procurement as the City, State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Engineer becomes involved in, or is threatened with, litigation with a subcontractor or supplier because of such direction, the Engineer may request the City to enter into such litigation to protect the interests of the City. In addition, the Engineer may request the United States to enter into such litigation to protect the interests of the United States. ARTICLE 26. PATENT RIGHTS The City shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract. ARTICLE 27. COMPUTER GRAPHICS FILES The Engineer agrees to comply with Attachment G, Computer Graphics Files for Document and Information Exchange, if determined by the City to be applicable to this contract. Engineering—Engineering_SpecDelwWA Page 9 of 12 Attachment A WAs Used Contract No. ARTICLE 28. CHILD SUPPORT CERTIFICATION Under Section 231.006, Texas Family Code, the Engineer certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. If the above certification is shown to be false, the Engineer is liable to the state for attorney's fees, the cost necessary to complete the contract, including the cost of advertising and awarding a second contract, and any other damages provided by law or the contract. A child support obligor or business entity ineligible to receive payments because of a payment delinquency of more than thirty (30) days remains ineligible until: all arrearages have been paid; the obligor is in compliance with a written repayment agreement or court order as to any existing delinquency; or the court of continuing jurisdiction over the child support order has granted the obligor an exemption from Subsection (a) of Section 231.006, Texas Family Code, as part of a court- supervised effort to improve earnings and child support payments. ARTICLE 29. DISPUTES A. Disputes Not Related to Contract Services. The Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurement made by the Engineer in support of the services authorized herein. B. Disputes Concerning Work or Cost. Any dispute concerning the work hereunder or additional costs, or any non-procurement issues shall be settled in accordance with 43 Texas Administrative Code §9.2. ARTICLE 30. SUCCESSORS AND ASSIGNS The Engineer and the City do each hereby bind themselves, their successors, executors, administrators and assigns to each other party of this agreement and to the successors, executors, administrators and assigns of such other party in respect to all covenants of this contract. The Engineer shall not assign, subcontract or transfer its interest in this contract without the prior written consent of the City. ARTICLE 31. SEVERABILITY In the event any one or more of the provisions contained in this contract shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. ARTICLE 32. PRIOR CONTRACTS SUPERSEDED This contract constitutes the sole agreement of the parties hereto for the services authorized herein and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. ARTICLE 33. CONFLICT OF INTEREST A. Representation by Engineer. The Engineer represents that its firm has no conflict of interest that would in any way interfere with its or its employees' performance of services for the department or which in any way conflicts with the interests of the department. The Engineer further certifies that this agreement is not barred because of a conflict of interest pursuant to Texas Government Code, Section 2261.252, between it and the City. Specifically, the Engineer certifies that none of the following individuals, nor any or their family members within the second degree of affinity or consanguinity, owns 1% or more interest, or has a financial interest as defined under Texas Government Code, Section 2261.252(b), in the Engineer: any member of the City of Pearland. The firm shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the department's interests. B. Certification Status. The Engineer certifies that it is not: 1. a person required to register as a lobbyist under Chapter 305, Government Code; 2. a public relations firm; or 3. a government consultant. C. Environmental Disclosure. If the Engineer will prepare an environmental impact statement or an environmental assessment under this contract, the Engineer certifies by executing this contract that it has no financial or other interest in the outcome of the project on which the environmental impact statement or Engineering—Engineering_SpecDelwWA Page 10 of 12 Attachment A WAs Used Contract No. environmental assessment is prepared. D. Commencement of Final Design. This contract does not obligate the City to proceed with final design for any alternative. On completion of environmental documentation, the City will consider all reasonable alternatives in a fair and objective manner. Notwithstanding anything contained elsewhere in the contract or in any work authorization, the Engineer may not proceed with final design until after all relevant environmental decision documents have been issued. E. Restrictions on Testing. If the Engineer will perform commercial laboratory testing under this contract, on any project the Engineer may not perform more than one of the following types of testing: 1. verification testing; 2. quality control testing; or 3. independent assurance testing. ARTICLE 34. OFFICE OF MANAGEMENT AND BUDGET (OMB) AUDIT REQUIREMENTS The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR 200. ARTICLE 35. DEBARMENT CERTIFICATIONS The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this agreement, the Engineer certifies that it is not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this contract shall require any party to a subcontract or purchase order awarded under this contract to certify its eligibility to receive Federal funds and, when requested by the City, to furnish a copy of the certification. ARTICLE 36. E-VERIFY CERTIFICATION Pursuant to Executive Order RP-80, Engineer certifies and ensures that for all contracts for services, Engineer shall, to the extent permitted by law, utilize the United States Department of Homeland Security's E-Verify system during the term of this agreement to determine the eligibility of: 1. All persons employed by Engineer during the term of this agreement to perform duties within the State of Texas; and 2. All persons, including subcontractors, assigned by Engineer to perform work pursuant to this agreement. Violation of this provision constitutes a material breach of this agreement. ARTICLE 37. RESTRICTIONS ON EMPLOYMENT OF FORMER STATE OFFICER OR EMPLOYEE N/A ARTICLE 38. PERTINENT NON-DISCRIMINATION AUTHORITIES During the performance of this contract, the Engineer, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects). C. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. Engineering—Engineering_SpecDelwWA Page 11 of 12 Attachment A WAs Used Contract No. _ E. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex). G. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not). H. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. I. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex). J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low- Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). L. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). Engineering—Engineering_SpecDelwWA Page 12 of 12 Attachment A WAs Used Contract No. ATTACHMENT B SERVICES TO BE PROVIDED BY THE CITY Highway: Mykawa Rd Limits: BW 8 (S)to FM 518 CSJ: 0912-00-543 Contract No.: The City will furnish to the Engineer the following items: 1. Roadway design requirements. 2. Available horizontal control points. 3. Available benchmark elevations and descriptions for vertical control. 4. If available, the data on file concerning: a. Existing facilities construction documents and "as-builts". b. Environmental Reports. c. Construction Cost Estimates. d. Soil Boring Logs. e. Recent Bid Results. f. Available interface data for any projects adjacent to, crossing, and/or within limits. g. Available existing traffic counts and design year traffic projections necessary to develop the traffic control plans. h. Right-of-way maps, if available. i. Assistance will be provided to the Engineer to obtain the required data and information from other local, regional, State, and federal agencies including public and private utility owners. j. Timely review and decisions necessary for the Engineer to maintain the contracted project schedule. k. Project technical and administrative standards and procedures including current General Notes. I. Design criteria for roadway, structures, drainage, and hydraulics. m. Traffic Accident Data necessary for any design exceptions or waivers. n. National Bridge Inventory (NBI) Number and applicable Bridge Inspection report (N/A). o. If the environmental findings of existing structures reference any Asbestos Containing Material (ACM), the City shall provide an Asbestos Testing and Implementation Plan, if warranted. The City shall make the request early in the project development to identify asbestos issues. p. All necessary standard forms and conveyance instruments. q. Final approval for all appraisals. r. Cost of preliminary title commitment and title insurance for all parcels acquired. Engineering—Engineering_SpecDelwWA Page 1 of 1 Attachment B WAs Used Contract No. ATTACHMENT C SERVICES TO BE PROVIDED BY THE ENGINEER The Work to be performed by the Engineer under this Contract consists of providing engineering services required for the preparation of Plans, Specifications, and Estimates (PS&E) for Mykawa Rd from FM 518 to WBFR of BW 8 (S). The construction will consist of replacing a 2-lane roadway with a 4-lane divided urban roadway. This construction will take place within the existing and proposed roadway right-of-way alignment of Mykawa Road; additional ROW will be required. The existing traffic capacity and number of lanes must be maintained at all times during construction of the new facility, with any exceptions to be approved by the City. The Engineer shall prepare plans, details, and compute quantities to include roadway design, grading, paving, sidewalks, pedestrian ramps, drainage, detention ponds design (if required), signing, pavement markings, illumination, traffic control plans, storm water pollution prevention plans, landscape/irrigation plans, Specifications, and opinions of construction cost. The Engineer shall collect, review, and evaluate the available existing data pertaining to the project and prepare the PS&E in accordance with the requirements and policies of the City. The Engineer shall be responsible for identifying and delineating temporary construction easements in areas outside the City's Right-of-Way(ROW). The Engineer shall secure the necessary legal instruments. The Engineer shall identify, prepare exhibits, and complete all necessary forms for Design Exceptions and/or Waivers within project limits prior to the 30 percent Submittal. These exceptions shall be provided to the City for coordination and processing of approvals. If subsequent changes require additional exceptions, the Engineer shall notify the City as soon as possible after identification. The Engineer shall secure right-of-entry to private property for the purpose of performing any surveying and/or soil boring activities. In pursuance of the City's policy with the general public, the Engineer shall not commit acts resulting in damages to private property and the Engineer shall make every effort to comply with the wishes and address the concerns of private property owners. The Engineer shall perform their work in accordance with the State's Utility Accommodation Policy and Texas Department of Transportation's (TxDOT) Utility Cooperative Management Process. The Engineer shall prepare Drawings early in the design phase (30 percent) to be used as exhibits in utility agreements. The exhibits shall be prepared using English units. The Engineer shall show existing utilities including those in conflict with construction on this project. The Engineer shall prepare plans to avoid or minimize utility adjustments,where feasible. The Engineer shall send out notices,with copies of exhibits and plans, including all milestone submittals. The Engineer shall compile, maintain, and update a Utility Conflict List to include phone log and all correspondence to the utility Owners. The Engineer shall provide the most current copy of the Utility Conflict List to the City at each milestone submittal, and shall be responsible for coordination with utility companies to resolve conflicts. The Utility Conflict List shall identify the Owner of the facility, the contact person (with address and telephone number), location of conflict (station and offset), type of facility, expected clearance date, status, effect on construction, and type of adjustment necessary. After identifying all conflicting utilities, and in coordination with the City, the Engineer shall arrange for (send plans and invitations in a timely manner) and attend utility meetings with all utility Owners and other interested parties or agencies that are identified to be within the proposed project's area. These meetings will be held at the 30 percent, 60 percent, and 90 percent review stages. These meetings will be held at TxDOT's office for TxDOT letting. The purpose of these meetings is to ensure that all utility Owners and area entities are aware of Engineering—Engineering SpecDelwWA Page 1 of 41 Attachment C WAs Used Contract No. the scope and relevant details of the proposed project. The Engineer shall be responsible for writing and documenting the meeting minutes and other follow-up work with utility Owners, if necessary. The information obtained at each utility meeting shall be included as part of the milestone submittals. The Engineer shall determine prior to 30 percent milestone submittal if Subsurface Utility Engineering (SUE) will be required for this project. The Engineer shall make every effort to prevent detours and utility relocations from extending beyond the proposed ROW lines. If it is necessary to obtain additional ROW, permanent or temporary easements and /or right of entry, the Engineer shall notify the City in writing of the need and justification for such action in a timely manner to allow City to procure without delaying schedule. The Engineer shall identify and coordinate with all utility companies for relocations required. The Engineer shall prepare any exhibits necessary for utility and drainage district approvals and other governmental/regulatory agencies specific to the project and shall submit such exhibits or requests for permit or approval. Engineer shall be responsible for obtaining all agency approvals. The Engineer shall review and implement the findings of the environmental document study to the PS&E. Additionally, the Engineer shall include 11 inch x 17 inch copies of the Environmental Permits to be inserted into the final PS&E, if applicable. It is necessary to identify and address asbestos issues early in the project development to minimize construction scheduling impacts and project costs. The Engineer shall advise the City to request a testing and assessment be done. Any applicable project specific maintenance agreements provided by the City should be inserted by the Engineer into the final PS&E(ROW, drainage, and pavement maintenance). The Engineer shall coordinate through the City for the development of the PS&E with any local entity having jurisdiction or interest in the project(drainage district, county,municipal utility district, etc.). The Engineer shall prepare Traffic Control Plans (TCP) in coordination with the City. The TCP shall include preliminary sequencing and interim signing for every phase of construction. This is to include regulatory, warning, construction, route, and guide signs. The Engineer shall complete Form 2229-Significant Project Procedures as a requirement for all PS&E submittals in addition to Page 4 of Form 1002, specifically titled Accelerated Construction Procedures. The Engineer shall interface and coordinate phases of work, including the TCP, with adjacent Engineers,which are responsible for the preparation of the PS&E for adjacent projects. The Engineer shall maintain continuous access to abutters during all phases of the TCP. The Engineer shall develop an inventory of all abutters along its alignment. The Engineer shall prepare exhibits for and attend meetings with the public as requested by the City. It is anticipated that the Engineer will participate in the public involvement process. The Engineer shall prepare exhibits, preliminary routing or schematic plans, design, bidding, and construction schedules for the Open House and attend this in the capacity of an agent for the City to answer public's questions and provide information and to collect public comments on the proposed project. The Engineer shall be responsible to coordinate with the City to schedule a Traffic Control Workshop with TxDOT and submittal of the TCP for approval by the Traffic Control Approval Team (TCAT). The Engineer shall provide the Comprehensive Drainage Impact Study(including the HEC-1, HEC-2 and HEC- RAS, if required), drainage and flood control impact evaluation material, and preliminary drainage engineering information related to the Engineer's focus area of design for approval by the City, Brazoria County Drainage District No. 4 (BDD4), Harris County Flood Control District(HCFCD), and TxDOT. Engineering—Engineering_SpecDelwWA Page 2 of 41 Attachment C WAs Used Contract No. The Engineer shall provide available Federal Emergency Management Agency (FEMA) flood insurance study maps and studies. The Engineer shall design all conventional storm drainage and cross drainage systems. When oversized storm drains are used for in-line detention, the Engineer shall evaluate the hydraulic grade line throughout the whole system within the project limits for the design frequencies and make necessary system adjustments. The Engineer shall use TxDOT's drainage design criteria including frequencies and allowable WSE's. The City will assess the effects of such changes on the comprehensive drainage studies. Should there be adjacent projects under design, the Engineer shall coordinate with the City and designers of adjacent projects such that all proposed drainage systems accommodate the proposed construction phasing plan. The Engineer shall model the existing and proposed ponds to determine its capacity for storm water detention and floodplain fill mitigation. The hydrologic and hydraulic analysis and modeling of the Ponds will consist of: 1. Create HEC-HMS and HEC-RAS models for the study area, 2. Refine any floodplain fill volumes computations based on the final geometric design of the roadway. Evaluate provisions for minimizing any floodplain fill requirements, 3. Make storm water detention computations based on the final geometric design of the roadway, 4. Refine HEC-HMS models and route flood events for the design conditions through the Ponds. Refine the geometry of the proposed Ponds, if necessary, and outfall structures. 5. Design required outfall channels and outfalls including outfall protection measures, 6. Prepare Final Drainage Report and coordinate with the City, BDD4, HCFCD, and the State throughout the approval process, and. 7. Coordinate with the environmental lead on securing regulatory approvals for any outfalls. The Engineer shall develop a temporary drainage plan to coincide with the proposed construction staging of the Engineer's project and phasing of adjacent projects. Temporary drainage shall be shown in plan view on the TCP sheets. The Engineer shall prepare Storm Water Pollution Prevention Plans (SWPPP), including details and pay quantities. The City will provide the Notice of Intent. The preliminary and final opinion of construction cost for the proposed improvements shall be prepared by the Engineer utilizing TxDOT Houston District's 12 month average unit prices. The Engineer shall not move forward with performing detailed PS&E (60 percent, 90 percent, 95 percent, and final submittals) until the City and TxDOT approves the 30 percent milestone submittal. The Engineer shall provide no less than four weeks in the schedule for each interim review by TxDOT and the City. The PS&E shall be complete and organized in accordance with standalone Manual Notice 00-1 entitled "Organization of Plan Sheets"and as identified by the latest edition of the Consultant Contract Administration's "Guidelines for Milestone Submittals". The PS&E package shall be suitable for the bidding and awarding of a construction contract, and in accordance with the latest City and TxDOT's policies and procedures, and the Houston District's PS&E Checklist. The Engineer shall use Microstation to fully develop all drawings. The Microstation drawings developed shall be compatible with the City in DGN format. The Engineer shall provide earthwork cross-section data files in a GEOPAK format as an evolving electronic data file and the latest version of the Houston District's PS&E checklist at each milestone submittal. TxDOT's cross section criteria files should be used to generate design cross sections. New criteria files should only be developed in the absence of applicable existing TxDOT criteria files. Engineering—Engineering_SpecDelwWA Page 3 of 41 Attachment C WAs Used Contract No. The PS&E shall be developed in English units using the 2014 Specifications and Provisions. The final plan sheets shall be 4 mil white opaque or 4 mil-double matte standard mylars, size 11" x 17", signed, sealed, and dated by a Professional Engineer registered in the State of Texas. The plans shall be noted as copyrighted with the City's logo. The Engineer shall select all white opaque or all double matte standard mylars and not both to be used throughout the plan set. S&E for the above work shall be prepared in accordance with the applicable requirements of TxDOT's Specifications, Standards, and Manuals (latest revision). Whenever possible, TxDOT's Standard Drawings, Standard Specifications, or previously approved Special Provisions and/or Special Specifications shall be used. If a Special Provision or a Special Specification must be developed or modified for this project, it shall be in TxDOT's format and, to the extent possible, incorporate references to approved TxDOT test procedures. Any Specifications developed by the Engineer shall be submitted to TxDOT for approval prior to inclusion in the PS&E. The Engineer shall sign, seal, and date all project specific modifications to Standard Drawings. The Engineer shall make submittals, as defined by the milestones in Attachment "D" of the Contract, and in accordance with the latest TxDOT policies and procedures. The submittals shall consist of twelve, 11 inch x 17 inch paper sets. The Engineer shall reply to each comment either within the plan set or by separate cover letter. The Engineer shall make all agreed upon changes to the submitted documents before the next scheduled submittal. The Engineer may be required to meet with the City and TxDOT to report on progress. After each meeting with the City and any other meeting, the Engineer shall prepare meeting minutes, solicit and incorporate participants' comments, distribute the minutes, and submit a memorandum summarizing the events including an ACTION ITEM LIST within five working days of the meeting. The Engineer may be asked to incorporate into the project PS&E package, additional plans, Specifications and quantities developed by others. The Engineer shall insert the package, number sheets, and update the Index of Sheets and provide an opinion of construction cost of the plans developed by others. This work will be handled by supplemental agreement. The Engineer shall prepare a design time schedule using the latest version of Microsoft Project, Primavera, or SureTrak software. If SureTrak software is used, the Engineer shall set up the new project using the Concentric (P3) type option. The design time schedule shall indicate tasks, subtasks, critical dates, milestones, deliverables, and review requirements in a format that depicts the interdependence of the various items and shall be updated monthly and submitted with the invoice. The Engineer shall provide assistance to City personnel in interpreting the schedule. Milestone submittals shall be at 30 percent, 60 percent, 90 percent, 95 percent, and final. If the Engineer cannot meet the scheduled milestone review date, they are to advise the City in writing. The Engineer shall prepare a construction time determination using the latest version of Primavera software in accordance with TxDOT's Administrative Circular No. 17-93. The construction time determination shall be submitted one month prior to the 90 percent milestone submittal. The Engineer shall provide assistance to City personnel in interpreting the schedules. In addition to scheduling software set forth above, reports and spreadsheets prepared in connection with these services shall be in the Microsoft Office software. The Engineer shall be required to maintain compatible versions to the City's software packages. The project's engineering work may be inspected by the City, TxDOT, and the FHWA in the offices of the Engineer, except for the field work which shall be performed on-site, and the sub-consultant work which shall be performed in the office of the sub-consultant. After notice to proceed is given in writing, the PS&E for the work outlined above shall be completed and submitted to the City within the negotiated contract period per the identified milestones in the schedule. Engineering—Engineering_SpecDelwWA Page 4 of 41 Attachment C WAs Used Contract No. The Engineer shall submit invoices monthly based on the Function codes. Invoices shall be submitted electronically into the City's Pro Trak system. All documents submitted to the City and TxDOT shall be accompanied by a letter of transmittal which shall include,but need not be limited to,the highway number,project limits, county, CSJ, and contract number. The Engineer shall designate one Texas Registered Professional Engineer to be responsible throughout the project for project management and all communications, including billing, with the City. The Engineer shall prepare and execute Contracts with sub-consultants, monitor sub-consultant activities, and review and recommend approval of sub-consultant invoices. Once sub-consultant Contracts are executed, the Engineer is to provide copies of each sub-consultant Contract to the City. Any subsequent amendment to the Engineer's Contract with the City by supplemental agreement requiring services to be performed by a sub- consultant will require an amendment to the sub-consultant contract as well. The Engineer shall implement their Quality Assurance/Quality Control program prior to submitting plans to the City for each of the milestones. Additionally, the Engineer shall provide evidence of their internal review process to be submitted at each milestone. A milestone submittal is not considered complete unless the required milestone documents are submitted. The Engineer shall submit all quantity take-off calculations as evidence that a quality control review has taken place at the 90 percent, 95 percent, and final milestone submittals. The Engineer shall meet with the City monthly or as needed to discuss progress of work and resolve any questions of design during the PS&E preparation. Detailed description of work by Function Code are presented below. ROUTE AND DESIGN STUDIES (Function Code 110) A. Data Collection. The Engineer shall collect, review, and evaluate data described below. The Engineer shall notify the City in writing whenever the Engineer finds disagreement with the information or documents. 1. Data, if available, from the City or State, including "as-built plans", existing schematics, ROW maps, SUE mapping, existing cross sections, existing planimetric mapping, environmental documents, existing channel and drainage easement data, existing traffic counts, accident data, Bridge Inspection records, PMIS data, identified endangered species, identified hazardous material sites, current unit bid price information, current Special Provisions, Special Specifications, and Standard Drawings. 2. Documents for existing and proposed development along proposed route from local municipalities and local ordinances related to project development. 3. Utility plans and documents from appropriate municipalities and agencies. 4. Readily available flood plain information and studies from the FEMA, the U. S. Army Corps of Engineers (USACE), local municipalities, and other governmental agencies in addition to that provided by the City. 5. Existing and future design year traffic data for study area intersections. a. Weekday intersection turning movement counts at a maximum of five (5) locations with the study area. b. 24-Hour classification counts along intersection approaches at a maximum of twenty-five (25) locations within the study area. B. Field Reconnaissance. The Engineer shall conduct field reconnaissance and collect data including a photographic record(to be maintained in Engineer's office) of notable existing features. Engineering—Engineering_SpecDelwWA Page 5 of 41 Attachment C WAs Used Contract No. C. Design Concept Conference (DCC). The Engineer in cooperation with the City and State shall plan, attend, and document a DCC to be held prior to the 30 percent milestone submittal. Personnel from the City and State's Houston District will participate. The conference will provide for a brainstorming session in which decision makers, stakeholders,and technical personnel may discuss and agree on the following items. 1. Roadway and drainage design parameters 2. Engineering and environmental constraints 3. Project development schedule 4. Other issues as identified by the City and State 5. Identify any Design Exceptions and/or waivers, if applicable 6. Preliminary Opinion of Construction Cost D. Roadway and Hydraulic Design Criteria. The Engineer shall design the project according to the latest City, BDD4, and State's design criteria. The Engineer shall supply project specific design criteria (typical sections, estimate, design exceptions, etc.) to be inserted into the Design Elements form and submitted electronically for discussion at the DCC. E. Preliminary Opinion of Construction Cost. The Engineer shall prepare a preliminary opinion of construction cost using TxDOT Houston District's 12 month average unit rates for discussion at the DCC. F. Preliminary Engineering Report(PER). 1. Submit Draft Report containing a. Executive Summary, Design Recommendation, and review of Design Alternatives b. Alignment and Topographic Surveys in accordance with TxDOT standards c. Draft Geotechnical report with bore location logs and pavement design recommendations d. Draft environmental study and Preliminary Jurisdictional Wetlands Determination and schedule USACE verification; if required, Preliminary Mitigation plan; if required, Endangered Species and Cultural Resources studies e. Prepare 30 percent construction Drawings 1. Drainage Study Report: Drainage Area maps with developed area flow calculations and preliminary Drainage Design in accordance with TxDOT requirements 2. Preliminary Horizontal and Vertical Alignment in Plan and Profile f. Preliminary parcel map, if required: 1. Existing easements and right of way 2. Proposed easements and right of way 3. Requirements with Owner's information 4. Parcel Owner's information 5. Existing improvements 6. Existing permanent improvements within 25 feet of proposed ROW g. Identify utility conflicts and notify utilities h. Prepare preliminary Engineer's opinion of construction cost 2. Submit Final Report a. Prepare written response to City's review comments b. Make revisions to report and resubmit for final approval c. Submit final report when all comments are addressed G. Geotechnical Borings and Investigations. The Engineer shall determine the location of proposed soil borings as applicable, for embankment settlement analysis, slope stability, and storm sewer alignment in accordance with the latest edition of the TxDOT Geotechnical Manual. The City will review and provide comments for a boring layout submitted by the Engineer showing the general location and depths of the proposed borings. Once the Engineer receives the City's review comments, the Engineer shall perform soil borings (field work), soil testing, and prepare the boring logs in accordance with the latest edition of the TxDOT Engineering—Engineering SpecDelwWA Page 6 of 41 Attachment C WAs Used Contract No. Geotechnical Manual and Houston District's procedures and design guidelines. The Engineer shall perform coring of existing pavement for removal items only. 1. All geotechnical work shall be performed in accordance with the latest version of the TxDOT Geotechnical Manual. All testing shall be performed in accordance with the latest version of the TxDOT Manual of Test Procedures. ASTM test procedures can be used only in the absence of TxDOT procedures. All soil classification shall be done in accordance with the Unified Soil Classification System. 2. If applicable, the Engineer shall perform retaining wall analyses to include the settlement analysis. This analysis will include the computation of the factor of safety for bearing capacity, global stability, overturning, and sliding. In addition, the Engineer shall include allowable bearing pressure, passive earth pressure, friction factor, settlement analysis (consolidation report), and lateral earth pressure for any retaining walls. 3. The Engineer shall perform soil borings, coring for pavement removal items only, piezometric readings, testing, and analysis to include slope stability analysis, settlement analysis, and foundation design recommendations along storm sewer alignment, retaining walls, embankments, and temporary soil retaining systems. 4. The Engineer shall provide a signed, sealed, and dated geotechnical report containing but not limited to soil boring locations, boring logs, laboratory test results, generalized subsurface conditions, water level conditions, piezometer data, analyses, and recommendations for settlement and slope stability of the earthen embankments. 5. The Engineer shall perform, if applicable, scour analysis to include Grain Size distribution curves with D50 value. 6. The Engineer shall provide pavement design recommendations for concrete pavement. 7. The Engineer shall sign, seal, and date soil boring mylar sheets to be used in the PS&E package. The preparation of soil boring mylar sheets are to be in accordance with TxDOT Houston District standards. 8. Foundation Studies: The Engineer shall coordinate with the City to determine the location of soil borings to be drilled along any retaining wall alignments. The soil borings shall extend a minimum of 35 feet below the footing elevation or deeper as soil conditions warrant. Spacing of soil borings shall not exceed 500 feet. The Engineer shall provide a boring layout for the City's review and comment. 9. The Engineer shall incorporate soil boring data sheets prepared, signed, sealed, and dated by the Geotechnical Engineer. The soil boring sheets shall be in accordance with TxDOT WINCORE software as can be found on the Texas Department of Transportation website. H. Subsurface Utility Engineering 1. Quality Level D—Record Research Services Quality Level D (QL-D) is to research the Railroad Commission, both Texas Notification Centers, the City and the County for utility providers within the project area. This is followed by a perimeter reconnaissance to record the location of marker post and other utility indicators. Records are requested from all the utility providers found to be within the project and are drawn onto the Client provided planimetric drawings in a unique line style. 2. Quality Level C—Pole Inventory Services Quality Level C (QL-C) Pole Inventory Services are the identification of pole numbers, utility providers, the number of conductors and appurtenances for each pole within the project limits. This data is shown as a separate layer on the Utility Drawings. 3. Quality Level B—Designation Services Engineering—Engineering_SpecDelwWA Page 7 of 41 Attachment C WAs Used Contract No. Quality Level B (QL-B) is to indicate by marking with paint, the presence and approximate horizontal location of subsurface utilities by use of geophysical prospecting techniques including, without limitations, electromagnetic, sonic, and acoustical techniques. The Engineer will provide the following designating services to aid the Client in the location of existing utilities: a. Provide all equipment, personnel and supplies required for performing designating services. The Engineer shall determine which equipment, personnel and supplies are required to perform designating services. b. Designate the approximate horizontal location of existing utilities within the project limits as described above. c. Mark the utility locations on the ground pursuant to the utility identification color as prescribed by APWA, survey utility marks and map collected data. d. Markings on the ground are to be used for design and verification purposes and not for construction excavation purposes. The use of information provided does not relieve any contractor from the duty to comply with applicable utility damage prevention laws and regulations, including, but not limited to, giving notification to utility owners or "One-Call Notification Centers"before excavation. e. The accuracy of subsurface data can be influenced by factors beyond our control, such as conductivity of materials and their surroundings, soil moisture content, proximity of other underground utilities or structures, depth of utility, etc. Therefore, only the accuracy of data obtained by actual physical verification (through vacuum or hydro excavation or otherwise) can be guaranteed to applicable engineering and/or surveying standards. 4. Quality Level A—Vacuum Excavation Services Quality Level A (QL-A) locating services are the location and accurate horizontal and vertical position of subsurface utilities by excavating a test hole using vacuum excavation techniques and equipment that is non-destructive to utilities. In performing locating (test hole) services, the Engineer will: a. Provide all equipment, personnel and supplies required to perform locating services. The Engineer shall determine which equipment, personnel and supplies are required to perform such services. b. Conduct appropriate investigation of site conditions and utilize the Plan Sheets provided by the Client to establish conditions and understand the pipeline location. c. Excavate test holes at Client selected locations to expose the utility to be measured in such a manner that ensures the safety of the excavation and the integrity of the utility to be measured. In performing such excavations, the Engineer shall comply with applicable utility damage prevention laws. d. Excavations will be performed using specially developed vacuum excavation equipment that is non-destructive to existing facilities. If contaminated soils are discovered during the excavation process, the Engineer will so notify the Client. e. Investigate, evaluate, measure and record: i. Actual depth to top of utility referenced to a survey marker installed directly above the centerline of the exposed utility structure and ii. Outside diameter of utility and configuration of non-encased, multi-conduit systems. f. Furnish and install survey markers directly above the centerline of utility structure. g. Backfill around the exposed facility using sand in the dirt areas and pea gravel in the roadways. h. Evaluate and compare field information with utility information described in utility records and resolve conflicts. 5. Standard of Care Engineering—Engineering SpecDelwWA Page 8 of 41 Attachment C WAs Used Contract No. The Engineer will provide all SUE services to the prevailing standard of care applicable to the standard guidelines of ASCE C-I 38-02 circular for "Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data". 6. Data Management The Engineer will analyze and correlate all of the SUE field-collected information with provided Plan Sheets for ensuring continuity of the information collected. SOCIAL, ECONOMIC, AND ENVIRONMENTAL STUDIES AND PUBLIC INVOLVEMENT (Function Code 120) Environmental Document(Environmental Assessment) The project is included in the City's Thoroughfare Plan as a Secondary Thoroughfare. Since federal transportation funds would be used for the project,potential project-related impacts (e.g. environmental, social, and cultural)must be evaluated in accordance with the national Environmental Policy Act(NEPA) of 1969 and related laws. The NEPA process will comply with the Texas Department of Transportation(TxDOT) environmental process,which is approved by the Federal Highway Administration(FHWA). The following scope of work was developed based upon our understanding of the project at this time and applicable regulatory requirements. The Engineer's Environmental Subconsultant anticipates that the TxDOT environmental process, including all tasks outlined herein will take approximately 12 months from the scoping meeting date until issuance of a Finding of No Significant Impact(FONSI) (varies by project, and is an estimation). The Engineer's Environmental Subconsultant will provide technical support and environmental guidance to the City of Pearland throughout this duration. TASK 1 PROJECT MANAGEMENT AND COORDINATION The Engineer's Environmental Subconsultant will conduct environmental project management activities including initial project set-up,preparing invoices and monthly progress reports,prepare for and attending up to three conference call progress meetings, and updating schedules. This task includes quality assurance measures related to the NEPA document, technical reports, cultural resource activities, and resource agency coordination. It also includes coordination with agency stakeholders such as City of Pearland, TxDOT Houston District, and TxDOT Environmental Affairs. TASK 2 TXDOT SCOPING The Engineer's Environmental Subconsultant will prepare a detailed project description in consultation with City for use by the TxDOT Core Team and for discussion during the scoping meeting. A Project Scope for Environmental Review Documents and a Scope Development Tool will be completed and distributed prior to the meeting with the TxDOT Houston District. The Engineer's Environmental Subconsultant will prepare for and attend one kickoff meeting with the City of Pearland(conference call), as well as one scoping meeting with TxDOT and City(conference call)to identify potential issues,required agency coordination,and technical studies that may be required. This task also includes conducting follow up items after the City kickoff and TxDOT scoping meetings including revisions to scoping documents,preparation of a detailed Project Description and Purpose and Need statement for TxDOT review. TASK 3 TECHNICAL STUDIES/REPORTS AND SUPPORTING DOCUMENTATION A. Technical Reports: In advance of draft EA submittal, The Engineer's Environmental Subconsultant will prepare the following checklists, forms and technical reports, which TxDOT will upload into their environmental tracking system(ECOS)for technical review by agency staff. • Risk Assessments for Indirect and Cumulative Impacts Analyses: The Engineer's Environmental Subconsultant will prepare a Risk Assessment for Indirect Impacts and a Risk Assessment for Cumulative Impacts for review by TxDOT. These documents will be used to determine the need to Engineering—Engineering SpecDelwWA Page 9 of 41 Attachment C WAs Used Contract No. conduct detailed indirect and/or cumulative impacts analyses, and will be TxDOT's official record of the decision process. • Air Quality Technical Report: This report will discuss air quality impacts in accordance with TxDOT's Environmental Handbook - Air Quality and the agency's Standard Operating Procedure for Preparing Air Quality Statements. The report will demonstrate compliance with the Clean Air Act (CAA), NEPA, and the Federal-Aid Highways Code relating to potential project-related effects that may be caused by the project. • Biological Evaluation Form (BEF): The Engineer's Environmental Subconsultant will evaluate all pertinent ecological data in order to adequately complete the Biological Evaluation Form, which includes an analysis of the Ecological Mapping System of Texas (EMST) and Texas Parks and Wildlife Department (TPWD) coordination triggers and a Tier I Site Assessment as defined by the 2014 TPWD Memorandum of Understanding (MOU). Data will be obtained from the U.S. Fish and Wildlife Service (USFWS) Information Planning and Conservation System (PAC) and the TPWD to determine the potential presence or absence of state and federally listed species and critical habitat in the proposed project area. The Engineer's Environmental Subconsultant will report suitable and non-suitable habitat for the species potentially occurring within the project area. The Engineer's Environmental Subconsultant will include information from the Natural Diversity Database (NDD) from TPWD. This work will be conducted by a qualified biologist. • Hazardous Materials Initial Site Assessment: The Initial Site Assessment (ISA) will be conducted. The objective of the ISA is to 1) identify and assess potentially contaminated sites early in project development, 2) coordinate early with federal/ state/ local agencies to assess the contamination and the cleanup needed; and 3) determine and implement measures early to avoid or minimize involvement with substantially contaminated properties. The Engineer's Environmental Subconsultant will complete the ISA complete with applicable figures and appendices (e.g. Project Location Map, USGS Topographic Map, Historical Aerial Photographs, Project Schematic, Regulatory Database, Historical Topographic Maps, Fire Insurance Map Report, City Directory Report, and Site Photographs). Requirements for addressing hazardous materials as they relate to the NEPA process will be addressed in accordance with TxDOT's Environmental Handbook for Hazardous Materials. • Archaeological Desktop Background Study and Project Coordination Request: The background research will compile information on archaeological sites found in the vicinity of the APE, their ages, material culture, and depth of the components below the surface. In addition, a visit of the project APE will be conducted (windshield survey) to assess the conditions within the APE and to quickly review the potential for standing historic properties within and in the immediate vicinity of the APE. Finally, the TxDOT's potential archeological liability maps (PALMs) also will be consulted and their recommendations overlain those derived from the Engineer's assessments. If these studies identify the need for a formal archaeological pedestrian and historic standing structures survey, the background study and the Project Coordination Request will make recommendations for the completion of formal pedestrian and historic standing structure surveys. If upon review of these documents, the TxDOT Environmental Affairs Division concurs with the recommendations, the appropriate permit will be obtained for the completion of these aforementioned surveys and subsequent reporting. • Community Impact Assessment: The Engineer's Environmental Subconsultant will prepare a technical report related to community impacts,which will include the following elements: • Community Profile: Population and Demographic Characteristics: U.S. Department of Commerce, Bureau of the Census information will be obtained and summarized within appropriate cartographic boundaries. This will include an analysis of census-derived income Engineering—Engineering SpecDelwWA Page 10 of 41 Attachment C WAs Used Contract No. and poverty characteristics, as well as race and origin data for the project area. Once demographics are adequately identified, this data will be reviewed in order to identify whether any of the above populations would receive disproportionate adverse impacts as a result of implementing the project. Public facilities, meeting places, transportation, and other community amenities will be identified. • Displacements: A detailed description of anticipated displacement will be included, as well as a discussion of compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act). • Travel Pattern and Access: This section will describe potential temporary and permanent impacts to travel patterns and access in the project area, and how this might impact the community. • Community Cohesion: Based on public information, the field visit, and public involvement results, the document define the community's characteristics and identify whether the project has the potential to adversely impact community cohesion in the vicinity. • Environmental Justice: Using published demographic data, minority and low income populations will be identified in order to assess whether the project will result in disproportionately adverse impacts on such populations. • Limited English Proficiency: U.S. Census Bureau data for English-speaking proficiency will be reviewed I order to identify the presence of non-English speaking persons and to appropriately plan for public involvement activities. • Utilities and Emergency Services: This section will describe any project-related impact to utilities and access for emergency services. • Traffic Noise Analysis and Technical Report: This report will include a summary of the traffic noise analysis that will be accomplished in accordance with accordance with TxDOT's (FHWA- approved) Guidelines for Analysis and Abatement of Roadway Traffic Noise (2011) and TxDOT's Environmental Handbook for Traffic Noise (2016). The Engineer's Environmental Subconsultant will conduct the following activities: o Conduct a field survey to identify the traffic noise receivers. o Determine the existing traffic noise levels and the predicted traffic noise levels using the latest version of FHWA's Traffic Noise Model (TNM) to calculate existing and predicted traffic noise levels at receiver locations. The traffic noise modeling and analysis will be conducted in accordance with 23 CFR 772 and TxDOT's Guidelines for the Analysis and Abatement of Roadway Traffic Noise. Traffic projections prepared by TxDOT Traffic Planning and Programming division will be used in the TNM. o Determine if any receivers will be impacted, and, prepare a Traffic Noise Technical Report documenting the analysis. The report will include appropriate supporting figures showing impacted receiver locations, if any. o Submit the report to TxDOT for review and address two rounds of comments from TxDOT. o If traffic noise impacts are predicted to occur at one or more receivers, include consideration of traffic noise abatement measures to mitigate and/or abate the traffic noise impacts for each impacted receiver, and evaluate each proposed abatement measure for feasibility and reasonableness regarding traffic noise impact reduction. o Assist in addressing public comments from the Traffic Noise Workshop. o Prepare a Traffic Noise Workshop Summary Report documenting the workshop process and outcome. • Waters of the U.S. Delineation and Corps Verification: The purpose of this task is to identify potential waters of the U.S. (WOUS), including wetlands that may be regulated by the United States Army Corps of Engineers (USACE), to delineate affected waters and wetlands, and to obtain the approval of the Corps for the delineations. Under the USACE's permit program, development projects that impact WOUS may proceed under certain conditions, which depend on the degree of impacts, and measures to avoid, minimize, and compensate for any impacts. A Engineering—Engineering_SpecDelwWA Page 11 of 41 Attachment C WAs Used Contract No. Waters of the U.S. determination is the first step in complying with Section 404 of the Clean Water Act. The Engineer will conduct field investigations to identify waters and wetlands that may be under Corps jurisdiction, stake the boundaries (Ordinary High Water Mark of waters, and delineated wetland boundaries) and prepare a Request for Approved Jurisdiction Determination Report in accordance with current federal delineation methods (1987 USACE Wetland Delineation Manual and 2009 Regional Supplement for the Atlantic and Gulf Coast Plain Region, Version 2). The Engineer will survey the delineated boundaries using a survey-grade Global Positioning System (GPS). The report will indicate any exempt and non jurisdictional features, such as ditches cut from uplands, within the project footprint, and explain why they are not jurisdictional. The Request for Approved Jurisdiction Report will be submitted to the USACE Galveston District, Regulatory Branch. The agency's response and comments regarding jurisdiction will assist in properly addressing all surface water features with respect to Section 404 of the CWA. • Water Resources Technical Report: This technical report will include relevant discussions regarding Section 404 of the CWA: Waters of the U.S., Section 401 of the CWA: Water Quality Certification, Executive Order 11990, Wetlands, Rivers and Harbors Act of 1899, Section 10, General Bridge Act/Section 9 of the Rivers and Harbors Act, Section 303(d) of the CWA, Section 402 of the CWA: Texas Pollutant Discharge Elimination System and MS4, Floodplains, and Edwards Aquifer. Desktop resources including historical aerial photographs, historical topographic maps, USFWS National Wetlands Inventory maps, floodplain maps, TCEQ Surface Water Quality Viewer, and other resources will be consulted and referenced, as applicable. TASK 4 ENVIRONMENTAL ASSESSMENT, INTENSIVE ARCHEOLOGICAL SURVEY, AND HISTORIC STRUCTURES SURVEY Desktop and field data will be collected in order to address environmental, socioeconomic, and cultural assessment requirements, and to comply with NEPA and related laws. Using published data and any information collected in the field,The Engineer's Environmental Subconsultant will prepare a NEPA document in accordance with TxDOT Environmental Compliance Toolkits, as applicable. The document level anticipated for this project is an Environmental Assessment(EA)based on the project scope (primarily new location roadway) and anticipated right-of-way needs. The NEPA document will generally include the following activities, document sections, and elements: 1. Need and Purpose: The Engineer's Environmental Subconsultant will describe the proposed project and the transportation problem(s) or other needs that the proposed project is intended to address. The Engineer's Environmental Subconsultant will prepare this section in consultation with City and available documents. 2. Alternatives Analysis: The alternatives section will describe any design options that were considered during early project development and why some were eliminated or considered for further analysis. 3. Description of the Existing Facility: Describes existing roadway and drainage conditions in the project limits. 4. Description of the Proposed Facility: The Engineer's Environmental Subconsultant will describe the proposed action, which would include right-of-way requirements, project funding and any utility adjustments. 5. ROW, easements, relocations, funding: Right-of-way will be discussed in detail, and will include parcel ownership, required new right-of-way, property types/quantities, displacements, and other pertinent information. 6. Public Involvement: This section will include a discussion of meetings, hearing opportunities, or planned public hearings that will occur during the project development process. The section will be updated as public outreach activities occur. 7. Community Impact Assessment: The results of the community impacts evaluation documented in the Community Impact Assessment Technical Report will be summarized in the EA, along with any new information obtained during the public involvement processes. Engineering—Engineering_SpecDelwWA Page 12 of 41 Attachment C WAs Used Contract No. 8. Soils/Prime Farmlands: Soils in the area of the proposed project will be described according to the Natural Resources Conservation Service (NRCS), and Farmland Protection Policy Act(FPPA) applicability will be documented/evaluated. 9. Biological Resources: This section will summarize the results of the Biological Evaluation Form, as well as any TPWD coordination triggers, and the outcome of any agency coordination related to biological resources. 10. Section 4(f) (as appropriate): The Engineer's Environmental Subconsultant will review available data and perform on site investigations to ascertain the presence of potential Section 4(f) properties or lands, including public parks, recreation lands, and wildlife and waterfowl refuges that may be impacted by the proposed project. The need and scope of any Section 4(f) analysis is unknown at this time; therefore, any activities related to Section 4(f) that are beyond coordinating a de minimis or programmatic Section 4(f) determination that would be made by TxDOT (e.g. Individual Section 4(f) evaluation, and any related public involvement activities) would require a separate authorization. 11. Air Quality Assessment: This section will summarize the results of the Air Quality Technical Report, and will incorporate any comments received from TxDOT related to air quality. 12. Waters Resources: This section will summarize the results of the Water Resources Technical Report. The EA will address the need for a permit from the U.S. Army Corps of Engineers. 13. Traffic Noise Analysis: This section will summarize the results of the Traffic Noise Technical Report, and will incorporate any comments received from TxDOT related to traffic noise. 14. Hazardous Materials: This section will summarize the results of the Hazardous Materials ISA, and will incorporate any comments received from TxDOT related to hazardous materials. This section will also include a discussion of any commitments for additional investigations related to hazardous materials, in consultation with TxDOT. 15. Construction Impacts: This section will describe any temporary impacts that may be expected during construction, as well as any measures to minimize those effects on the community. 16. Indirect and Cumulative Analysis: The Engineer's Environmental Subconsultant will summarize results of Risk Assessments for Indirect and Cumulative (ICI) Impacts. Based on the project setting in an urban environment, detailed analyses are not anticipated; whoerver, should TxDOT require these studies, the Engineer will conduct the assessments in accordance with TxDOT's Environmental Handbook for Indirect and Cumulative Impacts, TxDOT's Guidance on Preparing Indirect and Cumulative Impact Analyses, and other related guidance documents. 17. Permits and Commitments: The EA will describe any permits that will need to be obtained and any commitments for follow up activities prior to construction. 18. Conclusion: A determination whether the project would have significant environmental impacts or involve any unusual circumstances will be made, as well as a recommendation regarding whether a finding of no significant impact (FONSI) is appropriate based on the studies conducted. 19. Figures: The following figures are anticipated for inclusion in the EA; however, additional supporting graphics may be included, as deemed necessary. • Aerial Photograph • Census Cartographic Boundaries • Cumulative Impacts Resource Study Area(RSA), as applicable • Cumulative Impacts Reasonably Foreseeable Actions • Ecological Mapping System of Texas • Indirect Effects Area of Influence(AOI), as applicable • Land use • Layout/Schematic • Location Map • Noise Receivers and Recommended Noise Barriers Locations, as applicable • Typical Sections • U.S. Geological Survey Topographic Map Engineering—Engineering SpecDelwWA Page 13 of 41 Attachment C WAs Used Contract No. • Water Resources 20. Appendices(Photos, correspondence, etc.): • Project Area Photographs • Project Consistency with Transportation Plans (relevant pages from the Metropolitan Transportation Plan [MTP] and the Transportation Improvement Program [TIP]) • Agency Coordination letters, as applicable • Species Impact Table 21. Acronyms, References, Table of Contents: The NEPA document will contain appropriate acronyms, references to published sources, and a hyperlinked table of contents for ease of navigation. In addition to the EA, additional documentation and forms related to the EA will be required by TxDOT throughout the EA development process,which The Engineer's Environmental Subconsultant will prepare. These include: • Administrative Completeness Review Checklist: This checklist ensures that the EA meets TxDOT's minimum content requirements to advance the EA to Technical Review. • Environmental Document Review Checklist (EDRC): This checklist is completed at the end of the technical review process to ensure that EA has met TxDOT's documentation requirements and is suitable for approval. • Draft Finding of No Significant Impact (FONSI): The Engineer's Environmental Subconsultant will prepare the draft Finding of No Significant Impact(FONSI), as appropriate. This serves as TxDOT's decision document in the event the EA concludes that an EA is appropriate and an Environmental Impact Statement(EIS) is not required based on the studies conducted. • Draft Notice of Availability of FONSI (English/Spanish): Once TxDOT has approved the draft FONSI, a notice of availability (NOA) of the FONSI documenting TxDOT's decision will be published on the project sponsor's website. The Engineer's Environmental Subconsultant will prepare the draft NOA on behalf of the project sponsor. B. Archaeological Pedestrian Survey: Following concurrence by the TxDOT District Archeologist, the Engineer's Environmental Subconsultant will perform an intensive pedestrian survey of the project APE. The APE consists of that portion of Mykawa Road that extends from South Sam Houston Parkway East southward to West Broadway, Highway 518 at its southern terminus. The overall length of the Right-of-Way total approximately 14,000-feet. It is anticipated that additional right-of-way will be acquired to meet the added capacity needs of the proposed project. Based on this information, in conjunction with information related to the types and depths of construction impacts, pedestrian survey methods will be developed that ensure a systematic and appropriate search for archaeological deposits within the APE is conducted during the survey. This survey scope of work will be reviewed by the District Archeologist and if approved, will be transmitted to the Texas Historical Commission as part of the permitting stage of the archaeological survey. Upon receipt of the survey permit number, the survey will be performed and documented at sufficient levels to satisfy the TxDOT Division of Environmental Affairs and Texas Historical Commission/State Historic Preservation Officer(THC/SHPO)requirements for determining the presence of archaeological resources within the APE in accordance with 36 CFR 60 and 13 ACT 26.)Performance of the archaeological assessments by the Engineer's Environmental Subconsultant's technical expert will include the following tasks: • Pre-field Activities: Determine the APE and the limits of the survey area in consultation with the State. The preparation of field maps to be used during the survey and uploaded on GPS units for survey purposes. The Area of Potential Effect (APE) to be surveyed will consist of the current roadway right-of-way (ROW) since no new ROW will be acquired for project completion. The Engineer's Environmental Subconsultant staff archeologist will conduct a literature review that Engineering—Engineering_SpecDelwWA Page 14 of 41 Attachment C WAs Used Contract No. includes the THC survey files and Archaeological Sites Atlas to compile a list of previously conducted surveys and discovered archaeological sites in the vicinity of the APE. The Principal Investigator will submit a Texas Antiquities Committee Permit Application for the pedestrian survey. The application will be routed to the project sponsors and owners for signatures prior to submission to the THC for review and approval. The permit application will also define in great detail the survey methodologies employed during the field work. • Field Survey: A Project Archaeologist and field technicians will conduct the intensive pedestrian survey of the project APE. The survey will rely on shovel testing or, potentially, mechanical auger boring or backhoe trenching to determine the presence/absence of buried cultural materials. If deposits are encountered during auger boring, shovel testing will be conducted in their vicinity to record the detailed depositional history of the materials. Backhoe trenching and/or mechanical auger borings will be conducted in portions of the APE with potential for deeply buried cultural deposits, if such are identified during the background research phase. • Report: The Engineer Project Archaeologist will summarize the results of the intensive pedestrian survey in the project draft technical report. This report shall include an inventory of all the newly document archaeological properties, as well as recommendations regarding their eligibility for listing on the National Register of Historic Places (NRHP) and formal designation as State Antiquities Landmarks (SAL). The recommendations will fall into one of the following categories: not eligible, potentially eligible, and eligible. The Engineer's Environmental Subconsultant will submit two copies of the draft report to the TxDOT for their 30-day review; then to THC/SHPO for their 30-day review. C. Historic-Age Standing Structure Resource Reconnaissance Survey Report: Typically, existing project easements and right-of-ways that have not been previously surveyed have to be surveyed for historic-age resources. Preliminary search indicates that no previous historic resources surveys have taken place within the project APE. Therefore, the Engineer's Environmental Subconsultant will perform a non- archaeological historic-age resources survey of the project APE. The APE consists of that portion of Mykawa Road that extends from South Sam Houston Parkway East southward to West Broadway, Highway 518 at its southern terminus. The overall length of the APE that will be impacted by the planned additional capacity is 14,000-feet. It is anticipated that additional right-of-way will be acquired to meet the added capacity needs of the proposed project. The historic-age period encompasses properties that predate 45 years from the start of the project, or 1970. This scope includes the desktop research, the non-archaeological historic-age resource survey and field documentation, and reporting tasks. Associated activities include: delineation of the area of potential effect(APE) for projects with the potential to affect historic-age properties;photographic and written documentation on historic-age properties located within a project's APE; development of historic contexts that provide an organizational and thematic format for evaluating historic-age properties; preliminary recommendations of National Register of Historic Places (NRHP) eligibility for identified historic-age properties; and evaluation of the effect of projects on significant properties. The survey will be performed and documented at sufficient levels to satisfy the TxDOT Division of Environmental Affairs and Texas Historical Commission/State Historic Preservation Officer (THC/SHPO)requirements for determining the presence of historically significant properties in the APE in accordance with 36 CFR 60 and 13 ACT 26.) Performance of historic studies by the Engineer's Environmental Subconsultant's technical expert will include the following tasks: • Pre-field Activities: Determine the APE and the exact limits of the survey area in consultation with the State. While the Area of Potential Effect (APE) to be surveyed will be determined in consultation with the State, this scope of work anticipates the APE to extend 150 feet beyond the proposed project area. The Engineer's historian will conduct a literature review that includes the THC survey files and Historic Sites Atlas to establish appropriate historical contexts for the project area, determine information requirements. A project map will be prepared illustrating parcel lines, APE, survey study area (SSA), and major roads. Engineering—Engineering_SpecDelwWA Page 15 of 41 Attachment C WAs Used Contract No. • Field Survey: A Secretary of the Interior-qualified historian with experience in historic resource documentation will visit the project area and document all resources that are 45-years old or older(1970 or older). The Engineer's historian will photograph all resources that are 45 years old or older and draft a map of the project area layout. • Report: The Engineer's historian will summarize the results of the reconnaissance survey in the project report in association with a Request for SHPO Consultation. Explicit reference to THC survey files and Historic Sites Atlas, the National Register of Historic Places (NRHP), the list of State Archaeological Landmarks, the list of Recorded Texas Historic Landmarks, and Official Texas Historical Markers will be included. This report shall include a comprehensive inventory of historic-age properties identified within the project APE and study area, photographs and mapped locations of these historic-age properties and other documentation of sufficient detail and clarity to provide the State with a basis for making determinations of NRHP eligibility without requiring submittal of additional documentation, or alternatively, make recommendations concerning the scope of the intensive survey necessary to finalize NRHP determinations. The Engineer's Environmental Subconsultant will submit two copies of the draft report to the TxDOT for their 30-day review; then to THC/SHPO for their 30-day review. This task also includes addressing comments from City and various agency stakeholders(City of Pearland, TxDOT,THC) on the NEPA document and individual technical reports. For the NEPA document it is assumed that the following review cycles will occur leading up to a Finding of No Significant Impact(FONSI)to be issued by TxDOT. • City of Pearland—One comment/revision cycle • TxDOT Houston District—Two comment/revision cycles • TxDOT Environmental Affairs Division—Two comment/revision cycles TASK 5 PUBLIC MEETING Public Involvement activities will include a total of one public meeting, one Notice Affording Opportunity for Public Hearing, one public hearing and one FONSI Notice of Availability. • Develop and maintain a mailing list for the study area including local, state and Federal elected officials and agencies; community coalition representatives,neighborhood groups, institutions, libraries, special interest groups, media contacts and other interested individuals. Add adjacent property owners provided by right-of-way specialist. • Participate in three (3)meetings prior to the public meeting to review the presentation materials and exhibits. • Prepare and submit elected official notices for review and approval by client. • Prepare public meeting notice for review and approval by client. • Coordinate and publish public meeting legal notice in the Pearland Journal. • Coordinate meeting logistics with facility managers. • Conduct site visit to venue. • Coordinate equipment needs (easels, chairs, tables, easels, audio-visual) • Research, secure and coordinate with security. • Prepare a summary of logistics. • Prepare fact sheets, handouts, sign-in sheets, comment cards and pre-printed nametags for staff. • Prepare layout sketch and coordinate with venues. Provide two staff members for registration table and one"floating"staff member. • Prepare and revise public meeting documentation(summary)after meeting to include program, sign-in sheets,public meeting notices,mailing list,photographs, copies of handouts,written public comments, summary of the proceedings and public comments, and responses to written public comments received at the meeting or by the deadline. TASK 6 PUBLIC HEARING Engineering—Engineering SpecDelwWA Page 16 of 41 Attachment C WAs Used Contract No. • Update the mailing list for the study area after the public meeting and before the public hearing from the sign-in sheets and comment cards, and changes to contact information. • Participate in four(4)meetings prior to the public hearing to review the presentation materials and exhibits. • Prepare and submit elected official notices for review and approval by client. • Prepare public hearing notices for review and approval by client. • Prepare address labels and Stuff envelopes and mail public hearing notices to project mailing list approximately 30 days prior to the public hearing. • Coordinate and publish public meeting legal notices in the Pearland Journal 30 days and 10 days prior to the hearings. • Coordinate hearing logistics with facility managers. • Conduct site visit to venue. • Coordinate equipment needs (easels, chairs, tables, easels, audio-visual) • Research, secure and coordinate with security. • Research, secure and coordinate with court reporter. • Prepare a summary of logistics. • Prepare fact sheets, handouts, sign-in sheets, comment cards and pre-printed nametags for staff. • Prepare layout sketch and coordinate with venues. • Provide two staff members for registration table and one"floating"staff member. • Prepare and revise public hearing documentation (summary) after meeting to include program, sign-in sheets,public meeting notices,mailing list,photographs, copies of handouts, written public comments, summary of the proceedings and public comments, and responses to written public comments received at the meeting or by the deadline. • Prepare, coordinate one publication of the Notice of Availability(NOA) in the Houston Chronicle, Pearland Journal and La Voz(Spanish). DELIVERABLES AND REVISIONS The following deliverables will be provided. Exhibits will be limited to 8.5"x 11"format, if possible. Electronic copies will be provided for all draft documents. Hardcopies of the following final deliverables will be provided: • Project Scope for Environmental Review Documents • Technical Reports and Supporting Documentation • Air Quality Technical Report • Archaeological Background Review • Biological Resources Evaluation Form • Community Impacts Technical Report • Hazardous Materials Initial Site Assessment • Project Coordination Request (PCR) for Historic Resources or Historic Resources Research Design • Risk Assessment for Indirect Impacts • Risk Assessment for Cumulative Impacts • Traffic Noise Technical Report and TNM digital files • Water Resources Technical Report • NEPA Environmental Assessment(Environmental Assessment) • Draft Finding of No Significant Impact(FONSI) • Draft Notice of Availability of FONSI (English/Spanish) • Administrative Completeness Review Checklist • Environmental Document Review Checklist(EDRC) • Intensive Archeological Survey Report • Historic-Age Standing Structure Resource Reconnaissance Survey Report Engineering—Engineering_SpecDelwWA Page 17 of 41 Attachment C WAs Used Contract No. • Waters of the U.S. Delineation Report and Corps Verification Request Letter LIMITATIONS 1. Additional Studies/Reports: Based on the proposed improvements and agency requirements at the time of this proposal, in addition to the NEPA document, only those standalone technical reports outlined under Tasks 1 through 6 (Basic and Optional) are proposed at this time. Any additional studies/reports requested by City or others due to unforeseen circumstances or changes in design or regulatory requirements are not covered under this scope and will require separate authorization. 2. Air Quality: Based on the anticipated traffic volumes (less than 140,000 vehicles per day), it is assumed that detailed quantitative air quality modeling will not be required (i.e. MSAT Analysis and Carbon Monoxide Hot Spot Analysis); therefore, these tasks are not included in this scope of work. If these analyses are determined to be needed after review of project-specific traffic projections, they would require a supplemental authorization. 3. Archeology&Historic: o The APE is that portion of Mykawa Road that extends from South Sam Houston Parkway East southward to West Broadway, Highway 518 at its southern terminus; it measures approximately 14,000-feet; o No NRHP or SAL eligibility testing will be performed during this project; o Project is not located within a current NRHP or locally recognized historic district, is not individually listed in the NRHP, and does not currently have a state historic designation; o Changes to the project boundaries may require a supplemental authorization; o Photographs of all elevations and all historic-age resources on the parcels will be provided, so long as right-of-entry is obtained; o The APE is 150 feet from the outside edge of the project area; 4. Biological: No presence/absence studies for individual species are anticipated at this time. This scope only includes an evaluation of potential habitat. If TxDOT or other agencies request specific surveys for wildlife species during the NEPA process, the Engineer's Environmental Subconsultant would submit a separate scope and fee for this activity upon request. 5. Early Right-of-Way Acquisition: Since FHWA funds will be used, it is assumed that ROW will be acquired in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act). A FHWA memorandum titled Guidance on Early Acquisitions and Compliance with NEPA and Uniform Act (2007) states that "Land acquired in advance of the final NEPA document must be acquired in accordance with the Uniform Act." According to FHWA "Failure to follow the Uniform Act jeopardizes the use of Federal funds throughout all phases of project development and construction" and early acquisitions "will require Federal FHWA scrutiny and oversight to ensure that such acquisitions do not influence the Federal environmental review of the project."This scope of work assumes that any early acquisitions would follow this guidance and that thorough documentation of the items outlined in the memo in order to avoid substantial EA revisions. 6. Hazardous Materials: This scope of work does not include a Phase I or Phase II Environmental Site Assessment(ESA-I). 7. Plan Revisions: Significant design changes occurring after substantial completion of field/desktop activities, and/or requiring re-mobilization of field crews may require separate authorization to accommodate such changes. 8. Section 4(f): The need and scope of any Section 4(f) analysis is unknown at this time; therefore, any activities related to Section 4(f) that are beyond coordinating a de minimis or programmatic Section 4(f) determination that would be made by TxDOT (e.g. Individual Section 4(f) evaluation, and any related public involvement activities)would require a separate authorization. 9. Waters of the U.S.: A Pre-Construction Notification (PCN) (i.e. permit application) is not included in this task, as it may not be required. During the EA development process, should the need to prepare a PCN and obtain a permit from the USACE be identified, the Engineer can submit a separate scope and fee for this activity upon request. Engineering—Engineering SpecDelwWA Page 18 of 41 Attachment C WAs Used Contract No. RIGHT-OF-WAY DATA(Function Code 130) A. Right-of-Way Map. The Engineer shall prepare a ROW map and shall be responsible for QA/QC of any mapping products. The mapping products shall conform to the current TxDOT Houston District Standards and shall be checked using the current Houston District checklists. A ROW map shall include a title sheet, an index sheet, a survey control index sheet, a horizontal and vertical control data sheet, and sufficient plan sheets to cover the proposed project. The Engineer shall obtain abstract information, prepare an abstract map, establish the location of existing right of way, prepare final ROW map and prepare parcel plats and metes and bounds descriptions for up to 40 parcels. 1. ROW Mapping Tasks a. Research property ownership b. Catalog deeds provided by abstracting company c. Obtain right of entry approvals from City/Engineer d. Prepare abstract map e. Recover and verify control (FC 150) f. Recover and tie right-of-way monuments g. Recover and tie front and back property corners h. Prepare right-of-way maps (up to 40 parcels) i. Monument existing right-of-way j. Monument proposed right-of-way(up to 40 parcels) 2. Submittals a. An Abstract Map of the current record title holders. b. A Preliminary Map showing the proposed schematic and existing right-of-way. c. A ROW map for the project limits under cover of Title Sheet, Index Sheet, Control Data Sheet, and Exhibits of the property descriptions and parcel plats. d. Appropriate monuments on the proposed ROW lines at intersecting property lines, and at all PCs,PTs, angle points, intersecting right-of-way lines of side streets, and at 1,500 foot stations. e. Appropriate monuments on the existing ROW lines in areas of no acquisition at all PCs, PTs, angle points, and 1,500 foot stations, and as directed by the city and TxDOT. f. A Surveyor's report outlining the approach, reasons or basis for the existing ROW determination, and conclusions made. 3. Definitions a. Abstract Map — A drawing to scale depicting proposed ROW lines, existing ROW lines, easement lines, and private property lines with relevant grantee names, recording data, and recording dates. b. Area Calculation Sheet—A computer generated print-out of the area and the perimeter bearings, distances, curve data, and coordinates of an individual parcel of land to be acquired. c. Access Denial Line — A line which indicates specific location where access to the roadway is denied. d. Property Descriptions — A written metes and bounds description delineating the area and the boundary and describing the location of an individual parcel of land unique to all other parcels of land. e. Owner — The most current title holder of record as determined by a study of the Real Property Records. f. Parcel Plat — An 8 1/2 inch by 11 inch drawing to scale depicting all the information shown on the ROW map regarding an individual parcel of land to be acquired. g. Parent Tract — A unit or contiguous units of land under one ownership, comprising a single marketable tract of land consistent with the principle of highest and best use. A parent tract may Engineering—Engineering_SpecDelwWA Page 19 of 41 Attachment C WAs Used Contract No. be described by a single instrument or several instruments. A single parent tract cannot be severed by a public ROW, easement, or separate ownership that destroys unity of use. h. Parent Tract Inset — A small line drawing to an appropriate scale of the parent tract perimeter placed upon the ROW map in the proximity of the respective parcel. Parent tract insets are used in cases where the parent tract cannot be shown to the same scale as the ROW map. Since parent tract insets are used to identify the limits and location of parent tracts, they shall include public ROW, utility easements and fee strips, and identifiable water courses which bound the parent tract. i. Point of Beginning (P.O.B.) — A corner of the parcel of land to be acquired, located on the proposed right-of-way line, and being the beginning terminus of the first course of the property description. j. Point of Commencing (P.O.C.) — A monumented property corner which can be identified in the Real Property Records and is located outside the proposed right-of-way corridor. For title purposes, the point of commencing shall be a monumented back corner of the parent tract. In the event a monumented back corner of the parent tract cannot be recovered, the nearest identifiable monumented property corner located outside the proposed ROW corridor may be used. k. Preliminary ROW Layout — A drawing to scale depicting proposed ROW lines; existing ROW lines; proposed pavement; access denial lines; proposed centerline alignment; private property lines; easement lines; visible improvements; visible utilities; and the station and offset from the centerline alignment to each Point of Curvature (PC), Point of Tangency (PT), and angle point in the proposed right-of-way lines and to each PC, PT, and angle point in the existing ROW lines in areas of no proposed acquisition. 1. ROW Maps — A series of 22 inch by 34 inch drawings to scale depicting the results of relevant elements of records research, field work, analysis, computation, and map making required to determine title, delineate areas and boundaries, locate and describe utilities and improvements to the extent necessary to appraise the value, and negotiate the acquisition of individual parcels of private land for a proposed ROW project. B. Procedure 1. Abstract Map. The Engineer shall prepare an abstract map sufficient to determine the following information. a. Any and all interests of public record held in the land to be acquired. b. The total record holdings of an Owner contiguous to land to be acquired from that Owner. c. Any and all interests in land to be acquired held in common (shopping mall parking lots, subdivision reserves, etc.). d. Any and all improvements proposed by other agencies that may have a bearing on project development. e. All called monuments, bearings, and distances as per recorded information. 2. Right-of-Way Map. The Engineer shall field locate property corners, existing right-of-way markers, improvements, visible utilities, and verify and update the planimetric file, if provided. TxDOT has developed standard title sheets, index sheets, and plan sheets, copies of which the Engineer shall request and secure from the City and TxDOT. By mutual agreement between the Texas Board of Professional Land Surveying and the State, right-of-way maps need not be signed and sealed by a Registered Professional Land Surveyor. Plan sheets shall include, but not limited to, the following items of information. a. Proposed right-of-way lines shall be delineated with appropriate bearings, distances, and curve data. Curve data shall include the radius, delta angle, arc length, and long chord bearing and distance. b. Existing right-of-way lines shall be delineated with appropriate bearings, distances, and curve data to the extent necessary to describe the individual parcels of land to be acquired. Curve data shall include the radius, delta angle, arc length, and long chord bearing and distance. Engineering—Engineering_SpecDelwWA Page 20 of 41 Attachment C WAs Used Contract No. c. The proposed project baseline alignment shall be delineated with appropriate bearings, distances, and curve data. Curve data shall include the station of the curve Point of Intersection (PI), radius, delta angle, arc length, tangent length, long chord bearing and distance, and the N and E coordinates of the curve PI. All alignment PCs, PTs, and even 500-foot stations shall be labeled as to station. d. Proposed paving lines combined with relevant existing paving lines shall be shown to the extent necessary to compile a complete picture of proposed traffic movements. Proposed paving on the final mylars submitted to the City shall be shaded with a dot pattern or highlighted by some other means acceptable to the City. e. Access denial lines shall be shown sufficiently to indicate areas where access is to be denied and where access is to be permitted. f. Private property lines shall be delineated with appropriate bearings, distances, and curve data to the extent necessary to describe the individual parcels of land to be acquired. Curve data shall include the radius, delta angle, arc length, and long chord bearing and distance. g. League lines and survey lines shall be shown and identified by name and abstract number. h. County lines and city limit lines shall be located and identified by name. i. A north arrow shall be shown on each sheet and located in the upper right corner of the sheet. j. Monumentation set or found shall be shown and described as to material and size. k. A station and offset shall be shown for each PC, PT, and angle point in the proposed right-of- way lines. Stations and offsets shall be with respect to the proposed centerline alignment. 1. Intersecting and adjoining public right-of-ways shall be shown and identified by name, right-of- way width, and recording data. m. Railroads shall be shown and identified by name, right-of-way width, and recording data. n. Utility corridors shall be identified as to easement or fee. o. Easements and fee strips shall be shown and identified by width, Owner, and recording data. P. Building lines or set-back lines shall be shown and identified. q. Visible improvements located within the proposed right-of-way corridor or within 50 feet of a proposed right-of-way line shall be shown and identified. r. Structures shall be identified as commercial or residential, by number of stories, and by type (brick, wood frame, etc.). s. Structures severed by a proposed right-of-way line shall be dimensioned to the extent necessary to completely delineate the severed parts. t. Parking areas, billboards, and other on-premise signs severed by a proposed right-of-way line shall be dimensioned to the extent necessary to delineate that portion of the parking area, billboard, or sign located within the proposed right-of-way corridor. u. In cases where structures are located outside the proposed right-of-way corridor and within 10 feet of a proposed right-of-way line, the shortest distance between the structure and the proposed right-of-way line shall be shown. v. If the structure is an element of the planimetric furnished to the Engineer by the City, the Engineer may snap to the structure to determine the shortest distance to the proposed right-of- way line. However, if the distance is less than 3 feet, it shall be field verified. w. Visible utilities located within the proposed right-of-way corridor or within 50 feet of a proposed right-of-way line shall be shown and identified. x. The location of underground fuel storage tanks situated within the proposed right-of-way corridor or within 50 feet of a proposed right-of-way line shall be determined and shown. The visible location of vents and filler caps in conjunction with available design and as-built Drawings may be used to determine a most probable location in the event an actual location is indeterminable. y. Points of commencing and points of beginning shall be shown and labeled. Points of beginning shall be shown with their respective N and E surface coordinates. As an exception, a point of commencing will not be required in the case of a total taking without a remainder. z. Each parcel of land to be acquired shall be identified by a parcel number that shall appear in the ownership tabulation and on the right-of-way map in the proximity of the respective parcel. If Engineering—Engineering_SpecDelwWA Page 21 of 41 Attachment C WAs Used Contract No. the engineer is unfamiliar with the criteria used by the City to assign parcel numbers, the Engineer shall seek the assistance of the City at the time the abstract map is complete. aa. An ownership tabulation shall be shown that includes the parcel number, existing area of the parent tract, lot(s) and block(s) constituting the parent tract when applicable, Owner's name, type of conveyance, film code, County Clerk's file number, taking area, and remaining area of the parent tract located left and right of the centerline alignment. Types of conveyance, film code, and file numbers refer to conveyances into the City and shall be added to the right-of-way map by the City at a later date. Several blank lines shall be provided in the tabulation block to facilitate future map additions. bb. A parent tract inset shall be shown for each parent tract which cannot be shown to scale on the right-of-way map. The use of broken scale lines shall be avoided. When parent tract insets are used, the point of commencing with the appropriate bearing and distance to the point of beginning may be shown on the parent tract inset. cc. A note shall be included on the title sheet and each map sheet stating the source of bearings, coordinates, and datum used. dd. Appropriate notes shall be included on the title sheet and each map sheet stating the month(s) and year abstracting upon which the map is based, month(s) and year field surveys were conducted upon which the map is based, and month and year the map was completed by the Engineer. ee. The right-of-way CSJ number, if available, shall be shown on each right-of-way map sheet. 3. Exhibits. The Engineer shall prepare a property description and a parcel plat for each parcel or tract. a. Property Description. The Engineer shall prepare a property description for each parcel of land to be acquired. TxDOT has developed standard formats for property descriptions, copies of which the Engineer shall request and secure. All property descriptions shall be signed and sealed by a Registered Professional Land Surveyor. Property descriptions shall include a general description, but not limited to, the following items of information. 1. State, County, and Survey within which the proposed parcel of land to be acquired is located. 2. A reference to unrecorded and recorded subdivisions by name, lot, block, and recording data to the extent applicable. 3. A reference by name to the grantor and grantee, date and recording data of the most current instrument(s) of conveyance describing the parent tract. It is the preference of the City to use execution dates in deed references as opposed to recording or filing dates. In any case,the property description shall make clear which date is being used. 4. The property description shall continue with a metes and bounds description which shall include the following. 5. A point of commencing. 6. A point of beginning with the appropriate N and E surface coordinates. 7. A series of courses, identified by number and proceeding in a clockwise direction, describing the perimeter of the parcel of land to be acquired and delineated with appropriate bearings, distances, and curve data. 8. Curve data shall include the radius, delta angle, arc length, and long chord bearing and distance. 9. Each course shall be identified either as a proposed right-of-way line and existing right- of-way line, or a property line of the parent tract. Each property line of the parent tract shall be described with an appropriate adjoiner call. 10. A description of all monumentation set or found shall include size and material. 11. A reference to the source of bearings, coordinates, and datum used. b. Parcel Plat. The Engineer shall prepare a parcel plat for each parcel of land to be acquired. TxDOT has developed standard formats for parcel plats, copies of which the Engineer shall request and secure. Parcel plats shall include each and every item of information shown on the Engineering—Engineering_SpecDelwWA Page 22 of 41 Attachment C WAs Used Contract No. right-of-way map that concerns the individual parcel. All parcel plats shall be signed and sealed by a Registered Professional Land Surveyor. C. Adherence to Standards. For purposes of clarity, consistency, and ease of understanding, the City, as an acquiring agency of private property for public use, has adopted standards and formats for right-of-way mapping that have proven to facilitate the processes of negotiation, appraisal, relocation assistance, and condemnation. The Engineer shall adhere to these standards and formats to every extent possible to ensure that the needs of the City are met. D. General Specifications. The Engineer shall apply the following general Specifications for right-of- way mapping. 1. Completed right-of-way maps shall be submitted to the City on single or double matte mylar, 22 inches by 34 inches in size with a 21 inch by 32 inch printed border positioned 1/2 inch from the top, bottom, and right edge of the sheet. 2. Parcel plats shall be submitted to the City on 8 '/2 inch by 11 inch bond paper with respective borders of 7 '/2 inches by 10 inches, positioned '/2 inch from the top, bottom, and right edge of the sheet. Match lines shall be used where more than one sheet is required. 3. Right-of-way maps shall be drawn to a scale of 1 inch= 50 feet. An appropriate scale other than 1 inch =50 feet may be used on some proposed right-of-way projects upon prior approval by the City. 4. Since right-of-way maps are reduced in size by one-half for archiving purposes, the smallest size lettering acceptable on a right-of-way map shall be 1/10 of one inch (Leroy#100). A right-of-way map containing any lettering smaller than 1/10 of one inch will not be accepted by the City. 5. Parcel plats shall be drawn to a preferred scale of 1 inch = 50 feet. An appropriate scale other than 1 inch = 50 feet may be used on some proposed right-of-way projects upon prior approval by the City. In the case of a very large parcel that would be difficult to show with clarity on a single 8 'A inch by 11 inch sheet,the Engineer shall use multiple 8 1/2 inch by 11 inch sheets with matching lines. 6. The smallest size lettering acceptable on a parcel plat shall be 0.06 of an inch (Leroy#100). 7. Property descriptions shall be submitted on 8 'A inch by 11 inch bond paper. 8. The City has encountered a number of mylar products considered unacceptable. The Engineer shall confer with the City regarding mylar products he intends to use that have not been previously used on City projects. 9. Zip-A-Tone or other similar stick-on products shall not be used on right-of-way maps or parcel plats. E. General Requirements.The Engineer shall apply the following general requirements. 1. Copies of instruments of record submitted to the City shall be indexed by parcel number. 2. Coordinates appearing on right-of-way maps, on parcel plats, and in property descriptions shall be surface coordinates based on the Texas State Plane Coordinate System. The combined adjustment factors (sea level factor x scale factor) developed by the State for its use are as follows: a. In Harris, Galveston, Fort Bend, Brazoria, and Waller Counties (South Central Zone), grid coordinates are multiplied by a combined adjustment 1.00013 to obtain surface coordinates. 3. Line and curve tables may be used when necessary. 4. The number of centerline alignment stations to be shown on a single plan sheet shall be restricted to the extent necessary to allow approximately 4 inches between match lines and sheet borders for future details and notes. 5. A minimum 4 inch by 4 inch space shall be reserved at the bottom right corner of each map sheet for future revision notes. F. Acquisitions The Engineer shall perform the following tasks concerning acquisitions: 1. Project Administration Engineering—Engineering SpecDelwWA Page 23 of 41 Attachment C WAs Used Contract No. a. Maintain current status reports of all parcel and project activities in real time and provide online access to ROW management workspace. Work with the City in request for alternative reports requested. Keep all milestone related documents available on workspace. b. Participate in project review meetings as determined by the City. c. Provide copies of all incoming and outgoing correspondence as generated if requested. d. Maintain copies of all correspondence and contacts with property owners. 2. Title Services a. Review preliminary title commitment or preliminary title search from the Title Company that will be providing title insurance. b. Secure title commitments updates in accord with insurance rules and requirements for parcel payment submissions. Secure title insurance insuring acceptable title in the name of the City for all parcels acquired through negotiation, or through eminent domain if a judgment has been filed at least 2 months prior to the expiration of the contract,. Written approval by the City required for any exception. c. The Engineer shall provide closing services in conjunction with Title Company. 3. Initial Appraisal a. Appraiser must be approved by the City. b. Secure written permission from the Owner to enter the property from which land is to be acquired. If the ROW Provider, after diligent effort, is unable to secure the necessary letter of permission from the property Owner, a waiver must be obtained, in writing from the City. Maintain permission letters with appraisal reports. c. Prepare and conduct personal pre-appraisal contact with interest Owner(s) for each parcel. d. Contact property Owners or their designated representative to offer opportunity to accompany the Appraiser on the Appraiser's inspection of subject property. Maintain record of contact in file. e. Prepare complete appraisal report for each parcel to be acquired utilizing a format approved by the City. These reports shall conform to the City and State's policies and procedures along with the Uniform Standards of Professional Appraisal Practices. f. As necessary, prepare written notification to the City of any environmental concerns associated with the ROW to be acquired,which could require environmental re-mediation. g. All completed appraisals will be administratively reviewed and approved by the City. h. As necessary, the Appraiser shall appear and or testify as an Expert Witness in eminent domain proceedings and be available for pre-hearing or pre-trial meetings as directed by the City. The cost of the Appraiser appearing as an expert witness for testimony at special commissioners hearing will be negotiated between the Appraiser and the City. 4. Independent Third Party Appraisal Review a. Independent Appraiser must be approved by the City. b. All completed appraisal reviews will be administratively reviewed and approved by the City. 5. Negotiation Services a. Analyze appraisal reports and confirm approved value prior to making offer for each parcel. b. Analyze preliminary title report to determine potential title problems, propose methods to cure title deficiencies. c. Prepare the initial offer letter and any other documents required or requested by the City in a form acceptable to the City and in accordance with Texas Property Code. Deliver copy of Texas Landowner Bill of Rights to each property Owner or Owner's designated representative with the offer letter and provide documentation of such delivery. d. Contact each property Owner or Owner's designated representative, to present the written offer in person where practical, and deliver all appraisal reports of the owner's property produced or Engineering—Engineering_SpecDelwWA Page 24 of 41 Attachment C WAs Used Contract No. acquired by the City which were prepared within 10 years prior to the offer. Maintain follow-up contacts and secure the necessary instruments upon acceptance of the offer for the closing. e. Provide a copy of the appraisal report for the subject property exclusively to the property Owner or authorized representative at the time of the offer. Maintain original signed Receipt of Appraisal. f. Respond to property Owner inquiries verbally and/or in writing within two business days. g. Prepare a separate negotiator contact report for each parcel per contact. h. Maintain parcel files of original documentation related to the purchase of the real property or property interests. i. Present counteroffers in a form as directed by the City. Transmit any written counter offer from property Owners including supporting documentation, and Engineer's recommendation with regard to the counteroffer. j. Prepare final offer letter as necessary. k. Appear and provide Expert Witness testimony when requested. 6. Relocation Services - Personal Property, Residential, and Business a. Notify all property Owners and potential displacees of eligibility for relocation assistance and provide them with a Relocation Assistance Brochure at time of initial contact. If possible, advise displacee of preliminary relocation benefits at this time. b. Contract and provide relocation assistance to property Owners and tenants affected by ROW acquisition. c. For residential relocation, locate, evaluate, and maintain files on comparable available housing. d. Calculate replacement housing supplement benefits. e. Compute and submit request for relocation housing/rental supplement to the City with supporting documentation attached. f. Provide 90-day notice to vacate simultaneous with the delivery of relocation benefits package. g. Sixty days later if displacees have not vacated and if the parcel has been acquired, issue a 30 day letter. h. Notify the City immediately if displacee does not move after 30-day notice expires. i. Perform a decent, safe, and sanitary inspection of the replacement housing in accordance with the City. j. Prepare moving plan with appropriate photos and sketches along with inventory of personal property to be moved for non-residential moves. k. Request moving estimates from moving companies as needed. 1. Coordinate moves with displaced homeowners, business owners, and tenants and with moving companies in accordance with the City procedures. m. Maintain relocation contact logs. n. Attend closings on replacement property if requested by any party involved, and assure supplemental payment is properly distributed. o. Process and compute increased interest payments as required. P. Relocation agent shall be available for any appeals or hearings. q. Prepare all relocation payment claim submissions for all displacees on parcel. r. Deliver payments in accordance with the City guidelines. 7. Condemnation Support-Pre-Hearing Support a. Upon receipt of a copy of the final offer, request an updated title commitment for Eminent Domain from the Title Company. b. Prepare condemnation package as directed by the City and transmittal of said package to the City or its designee. c. Upon notification from the City request the update of appraisal. d. If E-filing is not required upon receipt of condemnation packet documents prepared by the City attorneys, the Engineer shall file the original petition with the County Court at Law or other appropriate Court for a cause number to be assigned. Engineering—Engineering_SpecDelwWA Page 25 of 41 Attachment C WAs Used Contract No. e. File the Lis Pendens including the cause number with the County Clerk's Office. f. Upon assignment of a court, file the Order Appointing Commissioners with the judge retaining a copy of the Order for the files. g. Following appointment of Commissioners by the judge, secure the following documents: Oath of Commissioners signed by the Commissioners, Order Setting Hearing, two copies of the Notice of Hearing signed by the Commissioners. h. If E-filing is not required file all originals with the court and send copies marked "copy" to the City attorneys. If E-filing is required submit original documents to City for filing. i. Send a copy of the petition to the Title Company for review and concurrence that all appropriate parties were joined and that no changes in title have occurred. j. Set the Commissioners Hearing after the updated appraisal has been submitted, if there is no change in value. If there is an increase in value, make a revised final offer and submit a copy of the revised final offer letter. k. Reserve a room for the hearing. 1. Coordinate the hearing date with the City attorneys, Appraiser, the City Representative, three Commissioners, and a court reporter. m. Coordinate a pre-hearing conference. n. After the hearing is set, serve Notices of Hearing to the indicated parties at least 20 days prior to the Commissioner's hearing. If it is necessary to join the Federal Government, be advised that they have an additional 60 days to prepare for the.Hearing. o. Once the notices have been served, If E-filing is not required, file the original notices with the court and send copies stamped"copy"to the City attorneys. If E-filing is required submit notices to the City for filing. p. Send a reminder letter to the City attorneys, appraiser, three commissioners, court reporter, and the City concerning Hearing dates. 8. Condemnation Support-Post Hearing Support a. Obtain the signatures of Commissioners on the Award of Commissioners and file with the court for the judge's signatures on the day or day following the Hearing. b. Obtain and distribute to the City attorneys certified copies of the award and statement of service of the Special Commissioners along with W-2 forms, as applicable. c. File payment of the award in the registry of the court. File a Notice of Deposit with the court and send certified copies to each defendant notifying them of the date of the deposit. The Date of Deposit is the Date of Take. d. Take photograph of the interest to be acquired on the day of deposit. e. Send written notices of the date of deposit to all interested parties. f. Appear as Expert Witness as requested. G. Utility Adjustments. The Engineer shall coordinate with the City to determine the location of all existing and proposed utilities and attend meetings with the various utility companies to discuss potential conflicts. The Engineer shall implement the TxDOT Houston District's Utility Cooperative Management Process covering milestone meetings, minutes, invitations to utility companies to attend milestone meetings, and correspondence. H. Access Management.The Engineer shall coordinate and evaluate access management within the project limits in accordance with the latest TxDOT Access Management Manual or as directed by the City. FIELD SURVEYING(Function Code 150) A. Field Surveying. The Engineer shall verify the benchmark coordinates and establish the horizontal and vertical control for the project. The Engineer shall provide supplemental field surveying services necessary to verify the Digital Terrain Model (DTM), produce topographic maps, establish the project baseline on the ground, locate and tie existing utilities to the project baseline, to tie the soil boring locations, and update Engineering—Engineering SpecDelwWA Page 26 of 41 Attachment C WAs Used Contract No. topography. Coordinate geometry shall be based on and tied into State plane surface coordinate system. The Engineer shall prepare the following baseline and GPS surveys. 1. Determine Project Baseline. The project base line must be coincidental with, or parallel to, the stationed "Design Center Line." Base line control points shall be established using 15M(ASTM) (5/8 inch) iron rods, 36 inches long, at P.C.' s, P.I.'s and P.T.'s of horizontal curves and at 1000 feet maximum intervals on tangents. Baseline control points shall be offset with set iron rods on both sides near the existing ROW lines at a measured distance. If available, coordinate to field tie to the Project baseline set by adjacent Engineers for consistency and accuracy. 2. Horizontal and Vertical GPS Surveys. The coordinate location and/or elevation of center panel points based on GPS surveys conducted by the Surveyor shall meet standards of accuracy as set forth below. Reference may be made to standards of accuracy for First Authorization surveys as described in the Federal Geodetic Control Committee publication entitled Geometric Geodetic Accuracy Standards and Specifications for Using GPS Relative Positioning Techniques, reprinted with corrections August 1, 1989. The accuracy standard at the 95 percent confidence level for First Authorization Surveys may be calculated using the formula s= .I e2+(0.1pd f s= Ve2+(0.1pd)2 s= V2+(0.1pd)2 `,`,here, s =maximum allowable error in centimeters d=distance in kilometers between any two stations p=the minimum geometric relative position accuracy standard in parts per million (10 ppm) e=base error in centimeters (1.0 cm.) B. Datum. All coordinates shall be based on the North American datum (NAD) 83 (2001 Adjustment). All elevations shall be based on the North American vertical datum (NAVD) of 1988. All traverses conducted by the Surveyor shall be tied to the National Geodetic Survey system, either directly or indirectly. The Surveyor shall make sufficient measurements to existing National Geodetic Survey monuments to assess the angular, horizontal and vertical closure of each traverse to the extent applicable. The Surveyor shall make sufficient measurements to monuments established by the State to assess the angular, horizontal and vertical closure of each traverse to the extent applicable. All monuments established by the State for purposes of aerial photography control are based on the National Geodetic Survey system. The surveyor shall locate previously set benchmarks established by State (State Datum); establish benchmark circuit (run levels) throughout the Project; establish additional benchmarks at intervals not to exceed 1,000 feet for the limits of the Project; and tie benchmarks (station/offset) to Project baseline. Benchmarks shall be 20M (ASTM) (3/4-inch) diameter, 48 inches long, located near the existing ROW line at a measured distance. All benchmark circuits shall be tied to the State's elevation datum. The surveyor shall perform the benchmark circuits in accordance with good surveying practices. The Surveyor shall verify the closure and submit adjustments to State for approval prior to beginning the field surveys. The Surveyor shall provide 8 1/2"x 11" location sketches of horizontal and vertical benchmarks. The Surveyor shall provide 11' x 17" overall sketch showing bearings and distances between control monuments (benchmarks) and tied benchmarks (i.e. HCFCD, TSARP, FEMA, GPS points, etc.) These sketches shall be signed, sealed and dated by a Registered Professional Land Surveyor(RPLS). C. Horizontal Ground Control. The coordinate location of the traverse points shall be based on traverses conducted by the Surveyor meeting standards of accuracy as set forth below. Reference may be made to standards of accuracy for Second Order, Class II, horizontal control traverses as described in the latest edition Federal Geodetic Control Committee publication entitled Standards and Specifications for Geodetic Control Networks. Engineering—Engineering SpecDelwWA Page 27 of 41 Attachment C WAs Used Contract No. 1. Azimuth closure shall not exceed 4.5 seconds times the square root of the number of traverse segments. 2. Position closure after azimuth adjustment shall not exceed 1 in 20,000. 3. In cases where a traverse approaches but does not entirely meet these standards of accuracy and the Surveyor has assured itself that gross errors, mistakes, and blunders have been eliminated, the Surveyor shall submit the traverse data to the City for further review. The City will make a determination as to the acceptability of the traverse as an exception to the standard and notify the Surveyor accordingly. D. Vertical Ground Control. Elevations established on the benchmarks shall be conducted by the Surveyor meeting standards of accuracy as set forth below. Reference may be made to standards of accuracy for third order vertical control traverses as described in the latest edition of the Federal Geodetic Control Committee publication entitled Standards and Specifications for Geodetic Control Networks. 1. Vertical closure shall not exceed 0.05 feet times the square root of the distance in miles. 2. In case where a traverse approaches but does not entirely meet these standards of accuracy and the Surveyor has assured itself that errors have been eliminated, the Surveyor shall submit the traverse data to the City for review. The City will make a determination as to the acceptability of the traverse as an exception to the standard, and the City will notify the Surveyor accordingly. 3. Document field work and submit field data to the City. E. Survey Control Index Sheets and Horizontal and Vertical Control Sheets. The Surveyor shall prepare a Survey Control Index Sheet and a Horizontal and Vertical Control Sheet, signed, sealed, and dated by the professional engineer in direct responsible charge of the surveying and the responsible Registered Professional Land Surveyor (RPLS) for insertion into the plan set. The Survey Control Index Sheet shows an overall view of the project control and the relationship or primary monumentation and control used in the preparation of the project; whereas, the Horizontal and Vertical Control sheet identifies the primary survey control and the survey control monumentation used in the preparation of the project. Both the Survey Control Index Sheet and the Horizontal and Vertical Control Sheet should be used in conjunction with each other. The following information should be shown on the Survey Control Index Sheet. 1. Overall view of the project and primary control monuments set for control of the project 2. Identification of the control points 3. Baseline and/or centerline 4. Graphic(Bar) Scale 5. North Arrow 6. Placement of note "The survey control information has been accepted and incorporated into this PS&E"signed, sealed, and dated by a Texas Professional Engineer 7. RPLS signature, seal, and date The following information should be shown on the Horizontal and Vertical Control Sheet. I. Location for each control point showing baseline and/or centerline alignment and North arrow 2. Station and offset(with respect to the baseline or centerline alignments)of each identified control point 3. Basis of Datum for horizontal control (base control monument/benchmark name/number and datum) 4. Basis of Datum for the vertical control (base control monument,benchmark name, number, and datum) 5. Date of current adjustment of the datum 6. Monumentation set for Control (Description, District name/number, and Location ties) 7. Surface Adjustment Factor and unit of measurement 8. Coordinates (SPC Zone and surface or grid) 9. Relevant metadata 10. Graphic (Bar) Scale Engineering—Engineering_SpecDelwWA Page 28 of 41 Attachment C WAs Used Contract No. 1 1. Placement of note"The survey control information has been accepted and incorporated into this PS&E" signed, sealed, and dated by a Texas Professional Engineer 12. RPLS signature, seal, and date 13. City title block containing District Name, County, Highway No., and CSJ The Surveyor shall include the following information. 1. Profile and cross section intersecting streets and driveways (to 50 feet outside ROW for driveways, and 200 feet for intersecting streets and 500 feet for intersecting streets greater than two lanes wide) for tie into project. 2. Cross section drainage channels for a distance of 200 feet each way outside the ROW lines for Clear Creek, Town Ditch, and Hickory Slough. Cross sections shall not exceed 100 feet intervals and shall be taken at right angles to the channels. The width of the cross sections shall cover the top of the channel over bank extending at least 50 feet beyond. Cross section data shall include flow line of the channel. 3. Obtain a topographic survey of a proposed detention pond (4 possible sights) mentioned on page 29 on the Mykawa Road Expansion PER dated December 2007. 4. Secure right-of-entry (short of litigation), as needed for the project and the Engineer shall not commit acts which shall result in damages to private property and the Engineer shall make every effort to comply with the wishes and address the concerns of private property owners. 5. Tie to existing underground and overhead utilities (location, elevation, size and direction). 6. ROW staking for additional field topography related to design work. 7. Determine any changes in topography from outdated maps due to development, erosion, etc. 8. Determine type of existing material, existing pavements, etc. 9. Obtain profiles of existing drainage facilities. 10. Obtain measurement of hydraulic opening under existing bridges. 11. Obtain top of manhole and flowline elevations, type and size, etc. of manholes, inlets, and valves of utilities. 12. Provide temporary signs, traffic control, flags, safety equipment, etc. and obtain necessary permits. 13. Obtain ties to existing bridges or culverts that may conflict with new construction. 14. Obtain line(PGL)and the edges of slab at bent location. 15. Tie down soil boring locations by station, offset and surface elevation (Approximately 29 Borings). 16. Perform datum ties as required (HCFCD, COH, FEMA, etc.). If required, establish an elevation base on the State's datum to other public entities published benchmarks. 17. The Surveyor shall control traffic in and near surveying operations adequately to comply with the latest edition of the Texas Manual on Uniform Traffic Control Devices. In the event field personnel must divert traffic or close traveled lanes, a Traffic Control Plan shall be prepared by the Engineer's surveyor and approved by the State prior to commencement of field work. A copy of the approved plans shall be in the possession of field personnel on the job site at all times and shall be made available to State personnel upon request. 18. All standards, procedures and equipment used by the Surveyor shall be such that the results of survey shall be in accordance with Board Rule 663.15, as promulgated by the Texas Board of Professional Land Surveyors. 19. If at any time during the contract period, the Surveyor encounters unforeseen circumstances which may materially affect the scope, complexity or character of the work authorized by the State, the Surveyor shall notify the State in writing immediately with a complete description of the circumstances encountered. F. Digital Planimetric Mapping(DGN) and Digital Terrain Modeling(DTM). 1. The Surveyor shall prepare DGN files covering the specific work location meeting the City's standards and specifications. The Surveyor shall prepare DTM files covering the specific work location meeting the City's standards and specifications. Engineering—Engineering SpecDelwWA Page 29 of 41 Attachment C WAs Used Contract No. 3. The Surveyor shall provide DGN and DTM files on a medium and in a format acceptable to the City. 4. The State's Photogrammetry Mapping Legend as supplemented by the Surveyor G. Surveying. All surveys shall meet or exceed the standards set in the Professional Land Surveying Practices Act, the General Rules of Procedures and Practices promulgated by the Texas Board of Professional Land Surveying (TBPLS), and the TxDOT Survey Manual, latest edition, and shall be accomplished in an organized and professional manner, subject to the approval of the City. The Surveyor shall use the State's ROW Vol. 1 - Procedures Preliminary to Release, (online at: http://onlinemanuals.txdot.gov/txdotmanuals/ppr/index.htm) and the TxDOT Survey Manual as the basis for the format and preparation of all right-of- way documents produced, including ROW maps, property descriptions (including parcel plats), and other ROW work products, unless otherwise specified by the City. The Surveyor shall use the North American Datum of 1983 (NAD83), Texas Coordinate System of 1983 (State Plane Coordinates), applicable to the zone or zones in which the work is performed, with values in U.S. Survey Feet, as the basis for all horizontal coordinates derived, unless otherwise directed by the City. The Surveyor shall use the datum adjustment currently in use by the City and the State unless otherwise specified. Project or surface coordinates shall be calculated by applying a Combined Adjustment Factor (CAF) to State Plane Coordinate values. The City may direct the Surveyor to use a specific CAF for a project to: a) match existing or ongoing projects, b) conform to a county-wide surface adjustment factor, or c) be calculated specifically for the project area. Elevations shall be based on the North American Vertical Datum 88 (NAVD88), unless otherwise specified by the City. All Global Positioning System (GPS) work, whether primary control surveys or other, shall meet or exceed the current TxDOT Survey Manual to the order of accuracy specified in the categories listed below or in a work authorization. If the order of accuracy is not specified in this Contract or in a work authorization, the work shall meet or exceed the order of accuracy specified in the publications listed in this paragraph. All conventional horizontal and vertical control surveys must meet or exceed the TxDOT Survey Manual and the Texas Society of Professional Surveyors (TSPS) Manual of Practice for Land Surveying in the State of Texas, latest edition, to the order of accuracy specified, and in the categories listed below or in a work authorization. If the order of accuracy is not specified in this Contract or in a work authorization, the work shall meet or exceed the order of accuracy specified in the publications listed in this paragraph. In order to ensure accuracy and accountability of the services provided under this Contract, the City may require the Surveyor to certify work performed under this Contract as true and correct according to FGCS standards, the TxDOT Survey Manual or the TSPS Manual of Practice for Land Surveying in the State of Texas, as may be applicable. The Surveyor shall provide temporary signing and traffic control in and around survey operations; the signing and traffic control shall comply with provisions of the Texas Manual of Uniform Traffic Control Devices (TMUTCD). All signs, flags and safety equipment shall be provided by the Surveyor. The Surveyor shall notify the City at least five working days in advance of any lane closures. The Surveyor shall provide all personnel, equipment, and materials necessary for the performance of the activities required by this agreement or by any work authorization. Engineering—Engineering_SpecDelwWA Page 30 of 41 Attachment C WAs Used Contract No. The Surveyor shall provide Survey Data (original and processed) to the City on a compact disk or other approved medium. The Survey Data must be fully compatible with the City's computer system and with programs in use by the City at the time of the submission,without further modification or conversion. The current program formats used by the City are Microsoft Office Word for word processing, MicroStation V8i, GEOPAK Survey for graphics applications, and ArcGIS for its Geo- Database platform. Data collection programs shall be compatible with the current import formats allowed by GEOPAK Survey and be attributed with current Feature Codes. The ROW maps will be prepared using Microstation. These programs may be replaced at the discretion of the City. Variations from these software applications or other requirements listed above shall only be allowed if requested in writing by the Surveyor and approved by the City. The Surveyor shall perform Quality Control/Quality Assurance on all procedures, field surveys, data, and products prior to delivery to the City. The City may also require the Surveyor to review the survey work performed by other surveyors. If, at any time, during the course of reviewing a submittal of any item, it becomes apparent to the City that the submittal contains errors, omissions, and inconsistencies, the City may cease its review and return the submittal to the Surveyor immediately for appropriate action by the Surveyor. A submittal returned to the Surveyor for this reason is not a submittal for purposes of the submission schedule. The Standards for services that are not boundary-related, but that relate to surveying for engineering projects may be determined by the construction specifications, design specifications, or as specified by the City. ROADWAY DESIGN CONTROLS(Function Code 160) A. Preliminary Geometric Project Layout. The Engineer shall develop three alternative preliminary geometric project layouts (Layout) for the full length of the project to be reviewed and approved by the City prior to the Engineer proceeding with the 30 percent milestone submittal package. These alternative layout along with a No-Build alternative are required for the EA. The Layout shall consist of a planimetric file of existing features and the proposed improvements within the existing and any proposed ROW. The Layout shall include the following features. 1. Existing/proposed ROW 2. Existing/proposed horizontal and vertical alignment and profile grade line 3. Cross culverts 4. Lane widths 5. Cross slopes 6. Ditch slopes 7. Pavement structure 8. Clear zone 9. Dedicated right turn lanes 10. Corner clips 11. Guard rail 12. Water surface elevations for various rainfall frequencies, etc. Existing major subsurface and surface utilities shall be shown. The proposed alignment shall avoid as much as possible the relocation of existing utilities. The Engineer shall consider ADA requirements when developing the layout. The Layout shall be prepared in accordance with the City's design criteria. The Engineer shall provide horizontal and vertical alignment of the project layout for main lanes and cross streets. Minor alignment alternatives shall be considered to provide for an optimal design. The project layout must be coordinated with TxDOT and adjacent Engineers, if any. The Engineer shall also provide proposed and existing typical sections with the profile grade line(PGL). Engineering—Engineering SpecDelwWA Page 31 of 41 Attachment C WAs Used Contract No. B. Roadway Design. The Engineer shall provide roadway plan and profile drawings using CADD standards as required by the City. The Drawings shall consist of a planimetric file of existing features and files of the proposed improvements. The roadway base map shall contain line work that depicts existing surface features obtained from the Layout Drawing. Existing major subsurface and surface utilities shall be shown. Existing and proposed right-of-way lines shall be shown. Plan and Profile to be shown on separate or same sheets (this depends upon width of pavement)for the roadway. The plan view shall contain the following design elements. 1. Calculated roadway centerlines for main lanes and cross streets. Horizontal control points shall be shown. The alignments shall be calculated using OpenRoads. 2. Pavement edges for all improvements (main lanes, cross streets, and driveways). 3. Lane and pavement width dimensions. 4. Proposed structure locations, lengths, and widths. 5. Direction of traffic flow on all roadways. Lane lines and/or arrows indicating the number of lanes shall also be shown. 6. Drawing scale shall be linch= 100 feet 7. Control of access line and ROW lines and easements. 8. Begin/end superelevation transitions and cross slope changes. 9. Limits of rip rap,block sod, and seeding. 10. Existing utilities and structures. 11. Benchmark information. 12. Radii call outs, curb location, guard fence, crash safety items, and ADA compliance items. The profile view shall contain the following design elements. 1. Calculated profile grade for proposed northbound and southbound lanes and cross streets. Vertical curve data, including"K"values shall be shown. 2. Existing and proposed profiles along the proposed PGL of the main lanes. 3. Water surface elevations at major stream crossing for 10-, 25-, 50-, and 100- year storms. 4. Drawing vertical scale to be linch=10 feet. C. Typical Sections. Typical sections shall be required for all proposed and existing roadways and structures. Typical sections shall include width of travel lanes, shoulders, outer separations, border widths, curb offsets, managed lanes, and ROW. The typical section shall also include PGL, centerline, pavement design, longitudinal joints, side slopes, sodding/seeding limits, concrete traffic barriers and sidewalks, if required, station limits, common proposed/existing structures including existing pavement removal, riprap, limits of embankment, and excavation. D. Roadway Design. The Engineer shall provide the design of a four lane divided roadway section. The design shall be consistent with the approved Layout and the current City criteria. E. Cross Streets.The Engineer shall provide an intersection layout detailing the pavement design and drainage design at the intersection of each cross street. The layout shall include the curb returns, geometries, transition length, stationing, pavement, and drainage details. The Engineer shall design for full pavement width to the ROW and provide a transition to the existing roadway. F. Cut and Fill Quantities. The Engineer shall develop an earthwork analysis to determine cut and fill quantities and provide final design cross sections at 100-foot intervals. Cross sections shall be delivered in standard OpenRoads format on roll plots and electronic files. The Engineer shall provide all criteria and input files used to generate the design cross sections. Cross sections and quantities shall consider existing pavement removals. Annotation shall include at a minimum existing/proposed ROW, side slopes (front & back), and profiles. Engineering—Engineering_SpecDelwWA Page 32 of 41 Attachment C WAs Used Contract No. Two sets of drawings shall be submitted by the Engineer at the 30 percent, 60 percent, 90 percent, 95 percent, and final submittals,respectively. G. Plan Preparation. The Engineer shall prepare roadway plans, profiles, and typical sections for the proposed improvements. Prior to the 30 percent submittal, the Engineer shall schedule a workshop to review profiles and cross-sections with the City and TxDOT. The profile and cross sections shall depict the 2, 5, 10, 25, 50, 100 and 500 year (if available) water surface elevations. The Drawings shall provide an overall view of the roadway/existing ground elevations with respect to the various storm design frequencies for the length of the project. This will enable the City and TxDOT to determine the most feasible proposed roadway profile. The City and TxDOT will approve the profiles and cross sections before continuing with the subsequent submittals. This scope of services and the corresponding cost proposal are based on the Engineer preparing plans for the roadway and cross streets at intersections. The roadway plans shall consist of the types and be organized in the sequence as specified by City and TxDOT. H. Wetlands Information. The wetland areas, if identified, are to be staked, fenced, and the delineation surveyed by the Engineer. The survey data shall be electronically transferred to the Plan and Profile sheets and the volumes calculated for the delineated areas. I. Pavement Design. TxDOT will prepare the pavement design for the project. The Engineer will assume that the design will be 10 inches of jointed pavement with stabilized subgrade. J. Traffic Management Systems (Permanent). The Engineer shall design and provide details as a part of the City of Pearland's Intelligent Transportation System to be managed from the Pearland Traffic Management Center. The design shall include elements such as the interconnect of five (5) traffic signals to the Pearland HUB (TBD). The Engineer shall design a communication backbone that consists of 1GB Ethernet fiber network with conduit for the length of the project. The Engineer shall prepare the design and details including conduit and cable, support structures, control equipment, etc. necessary to implement the system. ITS shall be connected to Pearland's fiber trunk line on FM 518. Design specifications shall be defined in the work authorization. The Engineer shall also coordinate with the State Computerized Transportation Management Systems (CTMS) Section should the State have a computerized traffic management system under construction or in place and operating within the project limits. K. Traffic and Operational Analysis. The Engineer shall review and analyze traffic data (including percent trucks, design hourly volume, and directional distribution), existing roadway features (including number of lanes, offset to obstructions, lane widths, signal operations, and intersection operation and geometry), traffic flow patterns and traffic operations. The Study are is defined as Mykawa Road from Sam Houston Parkway to FM 518 (Broadway Street) A detailed HCS and/or SYNCHRO analysis will be performed for the scenarios below during the AM and PM peak hour: 1. Year 2016 Existing Conditions 2. Year 2036 No-Build Conditions 3. Year 2036 Build Alternative 1 4. Year 2036 Build Alternative 2 5. Year 2036 Build Alternative 3 Results of this analysis shall be incorporated into the schematic design. L. Pedestrian and Bicycle. The Engineer shall design pedestrian and bicycle facilities on the project's Layout. All pedestrian/bicycle facilities must be designed in accordance with the latest ADA, the Texas Accessibility Standards (TAS), and the AASHTO Guide for the Development of Bicycle Facilities. The Engineer shall comply with the federal policy statement on Bicycle and Pedestrian Accommodations Regulations and Recommendations by United States Department of Transportation (USDOT). This policy Engineering—Engineering_SpecDelwWA Page 33 of 41 Attachment C WAs Used Contract No. encourages the incorporation of safe and convenient walking and bicycling facilities into transportation projects. The inclusion of bicycle and pedestrian facilities shall be part of this project scope. Public input when applicable, as well as local city and metropolitan planning organization for bicycle and pedestrian plans shall be considered. DRAINAGE DESIGN (Function Code 161) A. Drainage Evaluation Study Preliminary Phase (Phase 1) 1. Data Collection and Review The objective of this task shall be to establish appropriate sources of baseline hydrologic and hydraulic data for Clear Creek, Hickory Slough, and Town Ditch at Mykawa Road for use in subsequent analyses and development of design alternatives. The Engineer shall need to establish the "base condition" flood elevation and design water surface elevations by detailed HEC-RAS modeling. As an initial step in the data acquisition and review task, the Engineer shall send a formal request to FEMA/Drainage Districts for available hydrologic and hydraulic model data, work maps and other documentation associated with the subject reach of Clear Creek, Hickory Slough, and Town Ditch including any updated information and model revisions resulting from Letters of Map Revisions and other possible updates. The Engineer shall coordinate with the Floodplain Administrators of Counties of Brazoria and Harris to acquire available data (e.g., hydrologic and hydraulic data and models, etc.) that may be pertinent to the study area. These sources of data shall be reviewed and utilized to establish the "base condition" for further analyses under subsequent tasks. 2. Project Site Visits Visit site and take photographs to have a better understanding of the area. 3. Preliminary Roadway Profile Analysis The profile Drawing shall provide an overall view of the roadway/existing ground elevations with respect to the various storm design frequencies for the length of the project. This will enable TxDOT and the City to determine the most feasible proposed roadway profile. These profiles must be submitted to the City and approved before continuing with the preparation of the drainage and mitigation analysis. a. Identify the existing drainage outfalls. b. Identify the names of existing creeks,bayous, and ditches within the project limits. c. Determine the WSEL from FIS, other studies, or existing plans. B. Drainage Evaluation Study Analysis (Phase 2). The Engineer shall evaluate the existing conditions and develop two alternatives for mitigation under proposed conditions. First alternative consisting of inline detention within the Storm Sewer and storage within the ROW, and the second alternative to mitigate using the existing/proposed ponds outside of the ROW. The Engineer shall prepare a cost comparison, pros and cons of alternatives, and make recommendations. The Engineer shall also prepare a report to submit to all required agencies. 1. Existing conditions a. Determine existing drainage areas b. Input rainfall data c. Develop Hydrographs using Small Watershed Method and criteria based on DCC d. Input existing system geometry to SWMM c. Develop a SWMM model for existing conditions and set up target flows and water surface elevations. f. Run and validate SWMM models for existing conditions for all frequencies according to the DCC g. Analyze receiving streams 2. Proposed Conditions Engineering—Engineering_SpecDelwWA Page 34 of 41 Attachment C WAs Used Contract No. a. Determine proposed drainage areas and Develop Hydrographs using Small Watershed Method b. Develop a SWMM model for proposed conditions with storm sewer, in-line detention, and storage in median, if available c. Develop a SWMM model for proposed conditions with existing / proposed offsite detention Ponds d. Determine locations for storage e. Determine solution with oversized storm sewer and on-site detention f. Determine solution with the proposed offsite ponds g. Determine and validate impact to receiving streams h. Mitigate impacts 3. Cost Comparison Analysis, Permitting, and Schedule Comparisons a. Cost Comparison of Alternatives b. Permitting c. Schedule 4. Drainage Impact Study Report. A Drainage Impact Study shall be developed to summarize the findings and discuss the conveyance and detention options. Input from all involved agencies will be required to select the desired alternative. 5. Deliverables: a. Report Text b. Tables c. Exhibits d. Appendices C. Project Coordination. Project Coordination shall include City meetings, internal meetings, QA/QC Process, and submittals to review agencies. The Engineer shall incorporate applicable review comments. The Engineer shall prepare an electronic submittal of all project data at each milestone. The Engineer shall address all comments from the review agencies. D. Scour Analysis. (Not Applicable) E. Storm Drain Design.The Engineer shall develop design details that minimize the interference with the passage of traffic or incur damage to the highway and local property. The Engineer shall provide layouts, drainage area maps, and design of all drainage components. The Engineer shall design all conventional storm drainage and cross drainage in conformance with the latest edition of Hydraulic Manual, TxDOT Houston District criteria, and any specific guidance provided by the City. Storm drain design shall be performed using WinStorm or GEOPAK Drainage. Cross drainage design shall be performed using HY-8, HEC 2 or HEC RAS. When oversized storm drains are used for detention, the Engineer shall evaluate the hydraulic grade line throughout the whole system, within project limits, for the design frequency. The Engineer shall coordinate with TxDOT and the City any proposed changes to the detention systems. TxDOT and the City will assess the effects of such changes on the comprehensive drainage studies. The Engineer shall coordinate with TxDOT and the City to check that all proposed drainage systems accommodate the proposed construction phasing plan. The Engineer shall perform the following: 1. Identify areas requiring trench protection, excavation, shoring, and de-watering. 2. Prepare drainage area maps. 3. If applicable,prepare plan/profile sheets for storm drain systems and outfall ditches. 4. Select standard details from the TxDOT's standards for items such as inlets, manholes,junction boxes, and end treatment. Prepare details for non-standard inlets,manholes, and junction boxes. 5. Prepare details for non-standard inlets,manholes, and junction boxes. Engineering—Engineering_SpecDelwWA Page 35 of 41 Attachment C WAs Used Contract No. 6. Prepare drainage details for outlet protection, outlet structures, and utility accommodation structures. 7. Identify pipe strength requirements. 8. Prepare drainage facility quantity summaries. 9. Identify potential utility conflicts and design around them,wherever possible. 10. Take into consideration pedestrian facilities,utility impacts, driveway grades, retaining wall, and concrete traffic barrier drainage impacts. 11. Identify existing ground elevation profiles at the ROW lines on storm sewer plan and profile sheets. 12. Locate soil borings every 500 feet along the storm sewer alignment. F. Storm Water Pollution Prevention Plans(SWPPP). The Engineer shall develop SW3P, on separate sheets from (but in conformance with) the TCP, to minimize potential impact to receiving waterways. The SWPPP shall include text describing the plan, quantities, type, phase, and locations of erosion control devices and any required permanent erosion control measures. G. Temporary Drainage Facilities. The Engineer shall develop plans for all temporary drainage facilities necessary to allow staged construction of the project and to conform with the phasing of adjacent construction projects without significant impact to the hydraulic capacity of the area. Drainage area maps are not required for temporary drainage H. Layout, Structural Design, and Detailing of Drainage Features. The Engineer shall develop layouts for the following: 1. New or modified storm sewers, inlets,manholes, and trunk lines. 2. Subsurface drainage at retaining walls, if retaining walls are required. 3. Outfall channels within existing ROW 4. Detention ponds, associated outlet structures, and details. The Engineer shall use standard details where practical. I. Floodplain Cut and Fill Computes fill volumes within FEMA 100-year floodplain and propose mitigation alternatives in the form of cut to demonstrate no net fill in 100-year floodplain.A decrease in 100 year flood plain volumes is not allowed by the State or other governmental agencies, without adequate mitigation. SIGNING,PAVEMENT MARKINGS,AND SIGNALIZATION (PERMANENT)(Function Code 162) A. Signing. The Engineer shall prepare drawings, specifications and details for all signs. The Engineer shall coordinate with the State (and other Engineers as required) for interim and final signing strategies and placement of signs outside contract limits. The Engineer shall: 1. Illustrate and number the proposed signs on plan sheets 2. Select each sign foundation from State Standards B. Pavement Markings. The Engineer shall detail both permanent and temporary pavement markings and channelization devices on plan sheets. The Engineer shall coordinate with the State (and other Engineers as required) for overall temporary, interim, and final pavement marking strategies. The Engineer shall select Pavement markings from the latest State standards. The Engineer shall provide the following information on sign/pavement marking layouts: 1. Roadway layout. 2. Center line with station numbering. 3. Designation of arrow used on exit direction signs Engineering—Engineering SpecDelwWA Page 36 of 41 Attachment C WAs Used Contract No. 4. Culverts and other structures that present a hazard to traffic. 5. Location of utilities. 6. Existing signs to remain, to be removed, or to be relocated. 7. Proposed signs (illustrated, numbered and size). 8. Proposed markings (illustrated and quantified) which include pavement markings, object markings and delineation. 9. Quantities of existing pavement markings to be removed. 10. Proposed delineators and object markers. 11. Right-of-way limits. 12. Direction of traffic flow on all roadways. C. Traffic Warrant Studies. The Engineer shall prepare a traffic signal warrant study to support their recommendation for the continuous activation of an existing traffic signal or a proposed traffic signal based on projected volumes. Each warrant study shall include addressing pedestrian signals along with obtaining both traffic and pedestrian counts at 5 intersection locations. 1. Mykawa at Sam Houston Parkway(Eastbound and Westbound frontage roads). 2. Mykawa at Brookside. 3. Mykawa at McHard. 4. Mykawa at Orange Street. 5. Mykawa at FM 518 (Broadway). The Engineer shall implement each proposed traffic signal improvement within existing State right-of-way unless otherwise approved by the State. The Engineer shall refer to latest version of the TMUTCD, Traffic Signal Manual, and The State's roadway and traffic standards for work performed for either temporary or permanent traffic signals. D. Traffic Signals. Based upon the results of the Traffic Warrant Studies, the Engineer shall identify and prepare Traffic Signal Plans for all warranted traffic signals. The Engineer shall confirm the power source for all signals and coordinate with the appropriate utility agency. Traffic Signal Plans provided shall be for mast arm signals with GPS and added battery back-up and shall be signed and sealed by a Texas Licensed Professional Engineer. The Engineer shall develop all quantities, general notes, specifications and incorporate the City of Pearland standards required to complete construction. The following intersections will be included as part of this scope: 1. Mykawa at Sam Houston Parkway 2. Mykawa at Brookside 3. Mykawa at McHard(modification only) 4. Mykawa at Orange Street(modification only) 5. Mykawa at FM 518 The following information shall be provided in the Traffic Signal Plans: 1. Layout a. Estimate and quantity sheet 1) List of all bid items 2) Bid item quantities 3) Specification item number 4) Paid item description and unit of measure b. Basis of estimate sheet(list of materials) c. General notes and specification data. d. Condition diagram 1) Intersection design features 2) Roadside development Engineering—Engineering_SpecDelwWA Page 37 of 41 Attachment C WAs Used Contract No. 3) Traffic control including illumination 4) Existing traffic control that will remain (signs and markings) 5) Existing utilities c. Plan sheet(s) 1) Proposed intersection improvements 2) Proposed installation 3) Proposed additional traffic controls 4) Proposed illumination attached to signal poles. 5) Proposed power pole source 6) Proposed Signal locations 7) Proposed Signal indications f. Notes for plan layout g. Construction detail sheets(s) 1) Poles (State standard sheets) 2) Detectors 3) Pull Box and conduit layout 4) Controller Foundation standard sheet 5) Electrical chart h. Aerial or underground interconnect details (when applicable) 2. General Requirements a. Contact local utility company 1) Confirm power source b. Prepare governing specifications and special provisions list c. Prepare project estimate 3. Summary of Quantities a. Small signs tabulation 4. Sign Detail Sheets a. All signs except route markers b. Dimensioning(letters, borders, etc.) MISCELLANEOUS (Function Code 163) A. Retaining Walls.Not Included B. Traffic Control Plan, Detours, and Sequence of Construction. The Engineer shall prepare Traffic Control Plans (TCP) for the project. The Engineer shall complete Form 2229-Significant Project Procedures along with Page 4 of Form 1002, specifically titled Accelerated Construction Procedures. A detailed TCP shall be developed in accordance with the latest edition of the Texas Manual on Uniform Traffic Control Devices for Streets and Highways (Texas MUTCD). The Engineer shall implement the current Barricade and Construction (BC) standards as applicable. 1. The Engineer shall provide a written narrative of the construction sequencing and work activities per phase and determine the existing and proposed traffic control devices (regulatory signs, warning signs, guide signs, route markers, construction pavement markings, barricades, flag personnel, and temporary traffic signals) to be used to handle traffic during each construction sequence. The Engineer shall show proposed traffic control devices at grade intersections during each construction phase (stop signs, flag person, and signals). The Engineer shall show temporary roadways, ramps, structures, and detours required to maintain lane continuity throughout the construction phasing. 2. Where detours are required, the Engineer shall develop typical cross sections, calculate quantities, and show horizontal and vertical alignment information. The Engineer shall provide a detailed layout and arrangement of construction signs, construction pavement marking, traffic control devices (including temporary signals, and signal heads). 3. The Engineer shall be responsible to coordinate with the City and TxDOT in scheduling a Traffic Control Workshop and submittal of the TCP for Traffic Control Approval Team (TCAT) approval. The Engineering—Engineering SpecDelwWA Page 38 of 41 Attachment C WAs Used Contract No. Engineer shall assist the City in coordinating mitigation of impacts to adjacent schools, emergency vehicles,pedestrians, bicyclists, and neighborhoods. 4. Continuous, safe access to all properties during all phases of construction is mandatory. The Engineer shall develop TCP to preserve existing curb cuts. Approval from the City is required for any elimination of existing access capacity. 5. The Engineer shall design temporary drainage to replace existing drainage disturbed by construction activities or to drain detour pavement. The Engineer shall show horizontal and vertical location of culverts and required cross sectional area of culverts. 6. The Engineer shall identify and delineate any outstanding ROW parcels. 7. Delineate areas of wetlands on traffic control plan sheets. C. Temporary Traffic Signals and Illumination: If the Engineer determines that an existing traffic signal will be affected by the project, then the Engineer shall address the adjustment/realignment of traffic signal heads and the use of detection for mainlanes and side streets on the plans. The Engineer shall address lighting of signalized intersections, and shall coordinate with local utilities as approved by the State. D. Illumination. The Engineer shall avoid mentioning CenterPoint in the plans. The illumination plans will be limited to installation of conduit and pull boxes only and a lighting layout. Subsequent installation of luminaires and foundations will be by CenterPoint under a separate contract. E. Landscape Design. The Engineer shall provide the required planting and irrigation plans for their 90 percent, 95 percent, and 100 percent Drawing submittals to the City. Revisions to the plans shall be made after the 90 percent submittal to incorporate any comments relating to the landscape work. Planting plans will include species selection and spacing, schedule of materials, sizes, limits of turf, and General Notes regarding the selected plants and trees. Irrigation plans will include sleeve locations, main line routing, head and valve layout, controller locations, and lateral pipe sizing along with all necessary calculations. Additionally, required construction details will include both planting and irrigation. The Engineer shall coordinate with the City. F. Compute and Tabulate Quantities. The Engineer shall provide the summaries and quantities within all milestone submittals. G. Exhibits for Utility Agreements. The Engineer shall coordinate with the City and TxDOT regarding utilities. The Engineer shall prepare Drawings early in the design phase to be used as exhibits in utility agreements. The Engineer shall show existing utilities including those in conflict with construction on this project. The Engineer shall prepare plans to avoid utility adjustments, if feasible. The Engineer shall incorporate all requirements identified in the utility agreements. The Engineer shall continue to maintain and update the utility exhibits as necessary. Identify and evaluate utility conflicts with proposed construction. Prepare and submit to the City Drawings for required utility agreement: 1. An 11 inch x 17 inch reproducible drawing and title 2. Each utility drawing shall include the following: a. Existing ROW lines b. Existing or proposed roadways c. Proposed storm sewers d. Underground utility in plan and profile e. Limits of existing pipe casing f. Owner of utility g. Control of access line h. Benchmark data i. Utility company construction contact and phone number j. Typical section view lengthwise along all pipe alignments crossing under the pavement 3. Copies of correspondence with utility companies (if any) Engineering—Engineering_SpecDelwWA Page 39 of 41 Attachment C WAs Used Contract No. 4. Prepare a list of potential conflicts with existing utilities prior to the 30 percent submittal and at every milestone submittal date thereafter. This utility conflict list must include highway station number, name of utility company and type of facility, the contact person (with address and telephone number), location of conflict (station and offset), proposed highway facility, impacts to storm sewer, roadway, drainage ditch and drilled shaft, expected clearance date, and effect on construction and type of adjustment necessary. The Engineer shall maintain and update the conflict list as necessary. After submittal to City, the Engineer shall need to update the utility conflict list again due to ROW certifications. H. Estimate.The Engineer shall independently develop and report quantities in standard State bid format at the 60 percent, 90 percent, 95 percent, and Final PS&E submittals. The Engineer shall identify and document quantity variances to be provided with each submittal. I. Specifications and General Notes. The Engineer shall identify necessary standard specifications, special specifications, special provisions and the appropriate reference items. The Engineer shall prepare General Notes from the both the City and TxDOT Houston District's Master List of General Notes, Special Specifications and Special Provisions for inclusion in the plans and bidding documents. The Engineer shall provide General Notes, Special Specifications and Special Provisions in the required format, and other forms such as Form 1002,Notice of Intent, Engineer Certification, Right of Way Certifications, etc. J. Construction Time Determination.The Engineer shall prepare a construction time determination using Suretrack, Microsoft Project, or Primavera software in accordance with the TxDOT's Administrative Circular No. 17-93. The schedule shall indicate tasks, subtasks, critical dates, and milestones and depict the interdependence of the various items and adjacent construction packages. The Engineer shall provide assistance to the City in interpreting the schedule. K. Roadway Closures. One month prior to the 90 percent milestone submittal, the Engineer shall submit to the City a list of the proposed roadways and lane closures for the project along with the supportive TCP. In addition, the Engineer shall submit a list of contact persons and their addresses to be notified by the City of the proposed closures. The City will utilize this information to obtain the Road User Cost(RUC), if applicable. L. Permits Review. The Engineer shall review and respond with comments to the City on all permits submitted to the City by various entities for driveways, street tie-ins, or roadway modifications within the area of the project. INTELLIGENT TRANSPORTATION SYSTEMS (ITS)(Function Code 165) The Engineer shall design and provide details as a part of the State's Intelligent Transportation System to be managed from TranStar. The design shall include elements such as dynamic message signs, closed-circuit television (CCTV) cameras, and loop or other vehicle detection devices as required. The Engineer shall prepare the design and details including conduit and cable, support structures, control equipment, etc. necessary to implement the system. The Engineer shall fully design and prepare communication backbone details to include fiber optic network design including details such as fiber optic cable splicing diagrams. The Engineer shall design all electrical circuits to support all devices proposed for the project. Design specifications shall be defined in the work authorization. The Engineer shall also coordinate with the State Computerized Transportation Management Systems (CTMS) design section at the Houston District Office should the State have a computerized transportation management system under construction or in place and operating within the project limits. The Engineer will incorporate continuous conduit for CTMS or as directed by the State. The Engineer will prepare the following plans and details: 1. ITS Layouts (1"=100' scale—DS) 2. ITS quantity/summary sheet 3. ITS design/conduits 4. ITS design details Engineering—Engineering_SpecDelwWA Page 40 of 41 Attachment C WAs Used Contract No. 5. ITS electrical details 6. Service pole sheets (complete forms)/Utility coordination 7. The Engineer will attend up to four(4) meetings with TxDOT CTMS BRIDGE DESIGN (Function Code 170) (Not Applicable) CONSTRUCTION PHASE SERVICES (Function Code 351) The Engineer shall perform the following tasks: A. Construction Phase Support 1. Attend pre-construction meeting to provide information and answer questions. 2. Attend biweekly progress meetings with Construction Manager, Contractor, and City as needed. 3. Review and comment on Contractor's submittals and RFI's using the City's Pro-Trak system 4. Provide interpretive guidance for Contractor and Construction Manager in resolution of problems 5. Conduct Substantial Completion Inspection with Construction Manager to: a. Review progress of work for Substantial Completion walk through b. Substantiate items that are completed 6. Issue Final Acceptance letter to City recommending acceptance and release of final payment 7. Coordinate Contractors and Construction Manager to provide complete Record Drawings 8. Within thirty days after receipt of Record Drawings from the Construction Manager, the Engineer shall provide to the City one set of full size reproducible Record Drawings, electronic file copy(pdf format), and an electronic file (dgn). Engineering—Engineering SpecDelwWA Page 41 of 41 Attachment C SUBCONSULTING AGREEMENT THIS SUBCONSULTING AGREEMENT is made and entered into this 29 day of March , 2018, by and between LOCKWOOD, ANDREWS & NEWNAM, INC., a Texas corporation having an office at 2925 Briarpark Drive,Suite 400, Houston,Texas 77042 (hereinafter referred to as"CONSULTANT")and Walter P Moore , a Texas corporation, having its principal place of business at 1301 McKinney, Suite 1100, Houston,TX 77010 (hereinafter referred to as"Subconsultant"). WITNESSETH: WHEREAS,CONSULTANT has heretofore entered into an Agreement dated ("Prime Contract") with City Of Pearland ("Client") to provide consulting services related to the Mykawa Road from BW 8(S)to FM 518 ("Project"). WHEREAS,CONSULTANT desires to engage Subconsultant to perform certain of the professional services related to the Project, and, WHEREAS, Subconsultant represents that it is fully qualified and willing to perform the services required hereunder, NOW THEREFORE,for and in consideration of the covenants and conditions hereinafter set forth,the parties do mutually agree as follows: I. STATEMENT OF WORK A. Subconsultant hereby agrees to perform the tasks and services set forth in Exhibit "A" ("Services"), such exhibit being attached hereto and made a part hereof, in accordance with the terms and conditions expressed herein,and in a sequence,time and manner which will permit CONSULTANT to comply with the requirements and applicable sections of the Prime Contract, incorporated herein by this reference and attached hereto as Exhibit"D". 111 B. In addition to the Statement of Services described herein, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of the Prime Contract. For the purpose of clarity, CONSULTANT shall not be bound by any terms or provisions in any proposal from Subconsultant attached hereto other than those setting forth the scope of services, the budget and the schedule to the extent such are not in conflict with the services, budget and schedule set forth herein. Any other such terms are deemed void and specifically deleted from this Agreement. II. COMPENSATION For and in consideration of the Subconsultant's performance of the Services in accordance with this Agreement, CONSULTANT agrees to pay Subconsultant the sums set forth under Exhibit"B"attached hereto and made a part hereof. III. TERMS AND CONDITIONS In addition to applicable provisions of the Prime Contract, hereby incorporated by reference and made a part hereof, Subconsultant agrees to be bound by the General Provisions of Subcontract Agreement identified as Exhibit"C"attached hereto and made a part hereof. If a landowner or other party requires a third-party license agreement, permit or similar document, including, without limitation, any right-of-entry permit or agreement, easement agreement,or railroad or similar right-of-way or right-of-entry agreement, be signed before a party enters the property to render services, and if Subconsultant's scope of services requires Subconsultant to enter the subject property to render its services under this Agreement, then Subconsultant agrees to enter into whatever agreement is required of Subconsultant for it to enter the subject property. If allowable by the Prime Agreement, the cost, if any,relating to such license, permit or for entering into such agreement/arrangement shall be borne by the Owner. In addition, in the event CONSULTANT is required to execute any such third-party license, permit,or similar document in connection with Subconsultant's services under this Agreement,Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of said third-party license, permit, or similar document, and, without limiting the scope of the foregoing, to assume CONSULTANT's indemnification obligations under said document to the extent they relate to Subconsultant's services under this Agreement. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have executed this Agreement effective on the date first written above. SUBCONSULTANT LOCKWOOD, ANDREWS & NEWNAM, INC. By: By: Print Print Name: Thomas Duncan, PE, PTOE Name: Muhammad Ali, PE Title: Principal Title: Sr. Associate, Team Leader Date: 04-11-2018 Date: 4/11/2018 I U I 4 4 EXHIBIT"A" STATEMENT OF SERVICES SERVICES 1. Subconsultant represents that it has the expertise,experience,personnel,and resources to perform the Services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or permitted under applicable law or regulations to perform such Services. None of the work or Services shall be subcontracted without the prior written approval of CONSULTANT. 2. Subconsultant will perform or cause to be performed the Services described below in accordance with all applicable laws, regulations,codes and with the provisions of this Agreement. Subconsultant shall use its best efforts to conduct the services in an expeditious and timely manner. 3. A written definition of the Services to be performed by the Subconsultant is set forth below: Subconsultant will provide all work and services as set forth in Appendix A, which document is attached hereto as Appendix "A", incorporated herein and made a part hereof by this reference. 4. Subconsultant Quality Assurance Plan. Subconsultant shall establish and maintain a project Subconsultant Quality Assurance Plan(SQAP)that sets forth Subconsultant's policy for quality assurance and control and the procedures for implementing that policy during the performance of work or services as described in the Contract and/or Subconsultant's proposal. If Subconsultant has an established company plan for quality assurance and control, that plan may be suitable as the SQAP. Subconsultant shall submit a copy of the SQAP to CONSULTANT prior to commencing performance of its services or work. CONSULTANT reserves the right to review, comment, and require a resubmission. All services or work performed by Subconsultant shall be in conformity with the SQAP. CONSULTANT reserves the right to conduct audits or otherwise monitor the Subconsultant's compliance with the SQAP. Neither the submission nor acceptance of the SQAP by CONSULTANT nor the conduct of any audits or reviews by CONSULTANT relieve the Subconsultant of its full liability for any errors, omissions or other deficiencies in the Subconsultant's work. EXHIBIT "B" COMPENSATION AND PAYMENT 1. For and in consideration of the proper performance and completion of the Services hereunder, CONSULTANT agrees to pay Subconsultant as follows: Subconsultant will be compensated in accordance with the terms of the Prime Contract, based on the rates set forth in Appendix B, which document is attached hereto as Appendix "B" incorporated herein and made a part hereof by this reference. Subconsultant's compensation shall not exceed$ 201,533.21 . 2. Once each month, Subconsultant shall submit an invoice for the Services rendered during the previous month to the email addresses as indicated in Article 8 hereunder. Within thirty(30)days or as required by ordinance or statute,following receipt by CONSULTANT from Client of payment for the Services, CONSULTANT shall pay Subconsultant the amount due. CONSULTANT's receipt of payment from the Client for the Services is a condition precedent to CONSULTANT's obligation to pay Subconsultant. 3. Subconsultant shall not perform any additional service, or incur any additional expense in the performance of this Agreement without the prior written approval of CONSULTANT. 4. CONSULTANT shall not be responsible for payment or reimbursement of monies for additional services performed without the prior written approval of CONSULTANT. 5. Should a change of scope or additional services be required, payment for such services will be determined at the time of CONSULTANT's written approval, and such shall be amended to this Agreement. 6. Subconsultant hereby agrees to defend,indemnify and hold CONSULTANT harmless against any reimbursements made by CONSULTANT to Subconsultant which are subsequently disallowed by the Client, and agrees to promptly reimburse CONSULTANT for any such amounts plus interest which CONSULTANT may be required to pay the Client on behalf of Subconsultant. 7. CONSULTANT will not be responsible for reimbursement(nor for seeking reimbursement from the Client)for costs invoiced more than 90 days after the costs were incurred. 8. Invoices addressed to Lockwood, Andrews & Newnam, Inc. should be sent to the following: Email: LANAccountsPavablena.Ian-inc.com With copies to: Project Manager: Muhammad Ali, MMAli(c�lan-inc.com Project Administrator: Maria Kennison, MDKennison@lan-inc.com EXHIBIT "C" GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT 1. Responsibility Subconsultant shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,drawings,specifications,calculations,data,reports or other Services to be provided hereunder, and shall, without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review,approval or acceptance of, nor payment for,any of the Services required hereunder shall be construed as a waiver of any rights under this Agreement by CONSULTANT or of any cause of action arising out of the performance of this Agreement. 2. Changes CONSULTANT may, upon ten (10) days written notice, make changes in the Services. If such changes result in an increase or a decrease in Services, in the time required for performance thereof, or in the compensation there for,this Agreement may only be amended,revised or otherwise modified by written amendment executed by both parties. 3. Termination A. Performance of the Services may be terminated by CONSULTANT at any time, in whole or in part: (1) Whenever Subconsultant shall default in its obligations or fails to make progress in the prosecution of the Services; and, in spite of notice by Consultant to make good such default or to remove the failure to make progress,fails to do so within a period as defined in the Prime Agreement, if any, or within 7 (seven) business days if not defined within the Prime; or (2) For the convenience of CONSULTANT. B. Termination shall be effected by delivery to Subconsultant of the Notice of Termination, specifying whether said termination is for default of Subconsultant or for the convenience of CONSULTANT, the extent to which performance of the Services are terminated; and the date upon which said termination is to become effective. If, after Notice of Termination for default, it is determined that Subconsultant was not in default,or that Subconsultant's failure to fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of Termination shall be deemed to have been issued for the convenience of CONSULTANT. C. Following receipt of Notice of Termination, Subconsultant shall discontinue performance of the Services on the date and to the extent specified therein,and deliver to CONSULTANT the completed or partially completed plans, information, data, reports, estimates, summaries, materials,or other documents which,if performance had been properly completed,would be furnished to CONSULTANT. Subconsultant shall continue performance of such part of the Services which are not terminated by the Notice of Termination. CONSULTANT shall pay Subconsultant for Services properly performed, in accordance with this agreement which shall include costs and expenses reimbursable in accordance with the Terms of this Agreement incurred prior to the effective date specified in the Notice of Termination. In the event of a termination for convenience, CONSULTANT shall also reimburse Subconsultant for any reasonable costs and expenses necessary resulting from the termination, to the extent that such amounts are actually recovered from Client. D. In the event of termination for default,Subconsultant shall be liable to CONSULTANT for any increase in cost over and above subconsultant's fee agreed herein, actually incurred by Consultant for completion of services, but only to the extent of subconsultant's default, 4. Confidentiality Subconsultant hereby agrees that all information provided by CONSULTANT pursuant to the work and Services hereunder shall be considered confidential and proprietary,and shall not be reproduced, transmitted, used or disclosed by the Subconsultant without the written consent of CONSULTANT, except as may be necessary for the non-disclosing party to fulfill its obligations hereunder;provided that the limitation shall not apply to any information or portion thereof, which is within the public domain at the time of its disclosure. The requirements of this provision shall survive the completion or termination of this Agreement. 5. Ownership and Reuse of Documents All non-proprietary data, information, reports, drawings, renderings, or other documents, data or materials(collectively"deliverables")prepared by Subconsultant under this Agreement shall become the property of the Client if imposed by the Prime Contract,whether or not the work covered thereby is executed;provided that Subconsultant may retain a record copy for its files. 6. Relationship The legal relationship of Subconsultant to CONSULTANT hereunder shall be that of an independent contractor and not that of an agent, employee or joint venturer. 7. Examination of Records If the Services performed by Subconsultant hereunder are in support of any government contract or program, or under a cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subconsultant shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally recognized accounting methods and permit inspection by CONSULTANT or the Client,or the authorized representatives of either of them at mutually convenient times,or the Comptroller General of the United States or any of his authorized representatives. 8. Compliance with Laws A. Subconsultant shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations,and orders in effect throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965, as amended (regarding Equal Employment Opportunity),and the orders of the Secretary of Labor pursuant thereto. B. No Party to this agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity which is 1) illegal under any applicable laws or regulations, or 2) would have the effect of causing CONSULTANT or its subsidiaries or affiliates to be in violation of the U.S. Foreign Corrupt Practices Act. C. In connection with this agreement,no party shall give,offer, promise,or authorize,directly or indirectly, anything of value to 1) an official or employee of any government, state-owned enterprise, international organization or any subdivisions,agents or advisors thereto,whether paid or unpaid (any such person referred to collectively as "Official"), including the government(s) of the territories in which work will be performed hereunder; or 2) any person(s)or party(s)while knowing or having reason to know that such thing of value is to be given, offered or promised to an Official in order to: i. influence any official act or decision, or; ii. induce an Official to use his or her influence to affect a decision of any government or international organization, or; iii. assist the Parties hereto in obtaining or retaining business, or in directing business to any person, or; iv. to obtain an unfair advantage for the Parties in any respect. D. In connection with this Agreement, no Party shall make a contribution to any political party or candidate for office on behalf of or associated with the Parties or in connection with the purpose of this agreement. E. Subconsultant shall not retain or engage a third party to carry out sales or marketing obligations in connection with the scope of this Agreement without obtaining CONSULTANT's prior written consent. CONSULTANT reserves the right in its sole discretion to reject a request to engage or retain any such third party. F. Subconsultant hereby covenants that no officer, director, owners, principal shareholder, family members thereof, agent, representative or employee of Subconsultant is an Official and that Subconsultant shall not employ any Official during the term of this Agreement. Subconsultant further covenants that no Official is deriving any benefit, directly or indirectly, from this Agreement. G. In no case shall CONSULTANT be obligated to take any action or make any payment to Subconsultant that would cause CONSULTANT to suffer a penalty or contravene applicable laws or regulations, including but not limited to the laws of the territories in which work will be performed and those of the United States. H. If Subconsultant breaches any of the covenants contained in this section, CONSULTANT shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing or claimed by Subconsultant hereunder. In such instance, Subconsultant shall indemnify CONSULTANT for any penalties, losses and expenses resulting from such breach of the provisions of this section. 9. Insurance A. Without limiting Subconsultant's indemnification obligations,Subconsultant shall provide,pay for, and maintain in force at all time during the performance of the services insurance to protect itself, CONSULTANT, and the Client: from claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury to or destruction of property, including loss of use thereof; and from claims arising out of the performance of professional services,or as a consequence thereof, caused by error, omission, or negligent act for which Subconsultant, its employees,agents, Subconsultants, and material suppliers, or the invitees of any of them, may be responsible. B. Subconsultant shall provide, pay for, and maintain in force at all times during the performance of the Services insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract does not contain any insurance requirements,or to the extent such insurance requirements contained in the Prime Contract are less than the following insurance requirements,Subconsultant shall provide, pay for,and maintain the following minimum insurance: Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for loss of or damage to property with combined single limit of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. ii. Automobile Public Liability Insurance with a minimum one million dollars ($1,000,000.00) per occurrence coverage for both bodily injury and property damage. iii. Excess / Umbrella insurance following the form of the policies in (i) and (ii) above may be used to satisfy the limits set forth therein. iv. Workers' Compensation Insurance as may be required by all state and federal workers' compensation acts, the Federal Longshoremen's and Harbor Workers' Compensation Act, the Outer Continental Shelf Act and such other acts as may be applicable to the Services. v. Employers' Liability Insurance with amounts required by law or one million dollars ($1,000,000)whichever is greater. vi. Professional Liability Insurance with limits of liability not less than two million dollars ($2,000,000.00) per claim and in the aggregate. vii. If the Services are to be performed within 50 feet from any railroad, Subconsultant shall obtain and present to CONSULTANT before the commencement of the Services a CG 2417 endorsement for its Commercial General Liability coverage. Such endorsement shall list CONSULTANT and the Client as additional insureds. viii. Subconsultant shall name CONSULTANT and the Client as additional insured on insurance policies identified in(i)and(ii).The General Liability policy shall be primary and non-contributory to any and all other insurance of CONSULTANT or Client ix, Except for Professional Liability Insurance the Subconsultant and its lower tier subcontractors and their respective insurance policies shall waive subrogation against CONSULTANT and the Client C. If any coverage is carried on a claims-made basis, the(i)retroactive date shall be noted on the Certificate of Insurance and shall be prior to or the day of the commencement of Subconsultant's Services under this Agreement and (ii) evidence of coverage shall be provided for five years beyond expiration of this Agreement,or such time as may be required by the Prime Contract, whichever is longer. D. Subconsultant shall submit to CONSULTANT certificates of insurance evidencing such policies upon the signing of this Subcontract. CONSULTANT shall be given thirty(30)days notice prior to cancellation or material change in policy coverage. Failure to provide the certificates of insurance or the notice of cancellation required herein will be a material breach of this Agreement, subject to termination and other remedies as set forth in this Agreement and available by law. E. Subconsultant shall also require its subcontractors, if any, who will perform any of the Services to procure and maintain the amounts and types of insurance specified above, inclusive of all endorsements. 10. Indemnity Notwithstanding any provision of this Agreement to the contrary, Subconsultant agrees to defend,indemnify,and hold harmless CONSULTANT and the Client from and against all claims, demands, damages, losses, costs, expenses (including attorneys' fees), fines, or penalties caused byarising out of,related to,or as a consequence of,or alleged to arise out of,relate to,or be a consequence of any act, error, or omission to act on the part of the Subconsultant or its employees, agents, or independent contractors, or the invitees of any of them. 11. Remedies The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by CONSULTANT of any provision hereunder or a breach thereof by Subconsultant,shall not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect. 12. Severability In the event that any term or provision of this Agreement is held to be illegal, invalid,or unenforceable under the laws, regulations or ordinances of any federal, state, or other government to which this Agreement is subject, such term or provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and continue in full force. 13. Notices All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested;or sent by facsimile or email and also confirmed by registered mail, postage prepaid and return receipt requested,addressed as set forth below,or to such other address as may be designated by notice given as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein. CONSULTANT: LOCKWOOD, ANDREWS, & NEWNAM, COMPANY 2925 Briarpark Drive, Suite 400 Houston, TX 77042 Attention: Muhammad Ali, PE SUBCONSULTANT: WALTER P MOORE 1301 McKinney, Suite 1100 Houston, TX 77010 Attention: 14. Modification This Agreement may only be modified by a written amendment hereto,duly executed by both parties. 15. Successors and Assignment Subconsultant binds itself, its successors, assigns, and legal representatives to CONSULTANT with respect to all of the covenants of this Agreement and further agrees that it shall not sell,assign,transfer, mortgage,pledge or in any manner encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of CONSULTANT, such consent not to be unreasonably withheld, however, such Consent may be subject to the consent of the Client. In the event that Subconsultant violates the foregoing prohibition, or in the event that Subconsultant without the prior written consent of CONSULTANT, which consent shall not be unreasonably withheld, sells, assigns, transfers,mortgages,pledges or in any manner encumbers,except as security for credit agreements,all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its ownership, CONSULTANT shall be entitled, at its sole option: 1. To require the Subconsultant's successor to continue to perform under this Agreement and to continue to satisfactorily fulfill Subconsultant's obligations under this Agreement; or 2. To terminate this Agreement. In such case Subconsultant shall be responsible for any and all liabilities arising from such termination. In the event that CONSULTANT replaces Subconsultant with another consultant after such termination, Subconsultant shall be responsible for any and all costs,expenses and liabilities arising from such substitution. In any event,Subconsultant shall remain liable for any and all work product or services provided by it prior to the termination. 16. Governing Laws Unless otherwise specified herein, this Agreement shall be governed by the law that governs the Prime Contract. In the event that the Prime Contract is silent regarding the governing law, this Agreement shall be governed by the law of the state where the Project is located. 17. Professional Registration If the Services under this Agreement involve the production of documents or drawings that require signing or sealing by a registered professional, Subconsultant warrants that it has a qualified person assigned to this Project who is registered in the State(s)of Texas and that such person shall sign and/or seal the documents or drawings. 18. Extent of Agreement This Agreement contains all of the promises,representations and understandings of the parties hereto and supersedes any previous understandings,commitments,proposals or agreements,whether oral or written, and may only be modified as set forth herein. Appendix"A" Services to be Provided by the Subconsultant A. Data Collection The Engineer shall collect, review, and evaluate data described below. The Engineer shall notify the City in writing whenever the Engineer finds disagreement with the information or documents. 1. Existing and future design year traffic data for study area intersections. a. Weekday intersection turning movement counts at a maximum of five (5) locations with the study area. b. 24-Hour classification counts along intersection approaches at a maximum of twenty-five (25) locations within the study area. B. Traffic Management Systems (Permanent). The Engineer shall design and provide details as a part of the City of Pearland's Intelligent Transportation System to be managed from the Pearland Traffic Management Center. The design shall include elements such as the interconnect of five (5)traffic signals to the Pearland HUB (TBD). The Engineer shall design a communication backbone that consists of 1GB Ethernet fiber network with conduit for the length of the project. The Engineer shall prepare the design and details including conduit and cable, support structures, control equipment, etc. necessary to implement the system. ITS shall be connected to Pearland's fiber trunk line on FM 518. Design specifications shall be defined in the work authorization. The Engineer shall also coordinate with the State Computerized Transportation Management Systems (CTMS)Section should the State have a computerized traffic management system under construction or in place and operating within the project limits. C. Traffic and Operational Analysis. The Engineer shall review and analyze traffic data (including percent trucks, design hourly volume, and directional distribution), existing roadway features (including number of lanes, offset to obstructions, lane widths, signal operations, and intersection operation and geometry), traffic flow patterns and traffic operations. The Study are is defined as Mykawa Road from Sam Houston Parkway to FM 518 (Broadway Street)A detailed HCS and/or SYNCHRO analysis will be performed for the scenarios below during the AM and PM peak hour: 1. Year 2016 Existing Conditions 2. Year 2036 No-Build Conditions 3. Year 2036 Build Alternative 1 4. Year 2036 Build Alternative 2 5. Year 2036 Build Alternative 3 Results of this analysis shall be incorporated into the schematic design. D. Signing The Engineer shall prepare drawings, specifications and details for all signs. The Engineer shall coordinate with the State (and other Engineers as required)for interim and final signing strategies and placement of signs outside contract limits. The Engineer shall: 1. Illustrate and number the proposed signs on plan sheets 2. Select each sign foundation from State Standards E. Pavement Markings The Engineer shall detail both permanent and temporary pavement markings and channelization devices on plan sheets. The Engineer shall coordinate with the State (and other Engineers as required)for overall temporary, interim, and final pavement marking strategies. The Engineer shall select Pavement markings from the latest State standards. The Engineer shall provide the following information on sign/pavement marking layouts: 1. Roadway layout. 2. Center line with station numbering. 3. Designation of arrow used on exit direction signs 4. Culverts and other structures that present a hazard to traffic. 5. Location of utilities. 6. Existing signs to remain, to be removed, or to be relocated. 7. Proposed signs (illustrated, numbered and size). 8. Proposed markings (illustrated and quantified)which include pavement markings, object markings and delineation. 9. Quantities of existing pavement markings to be removed. 10. Proposed delineators and object markers. 11. Right-of-way limits 12. Direction of traffic flow on all roadways. C. Traffic Warrant Studies.The Engineer shall prepare a traffic signal warrant study to support their recommendation for the continuous activation of an existing traffic signal or a proposed traffic signal based on projected volumes. Each warrant study shall include addressing pedestrian signals along with obtaining both traffic and pedestrian counts at 55 intersection locations. 1. Mykawa at Sam Houston Parkway(Eastbound and Westbound frontage roads). 2. Mykawa at Brookside. 3. Mykawa at McHard. 4. Mykawa at Orange Street. 5. Mykawa at FM 518 (Broadway). The Engineer shall implement each proposed traffic signal improvement within existing State right-of-way unless otherwise approved by the State. The Engineer shall refer to latest version of the TMUTCD, Traffic Signal Manual, and The State's roadway and traffic standards for work performed for either temporary or permanent traffic signals. D. Traffic Signals. Based upon the results of the Traffic Warrant Studies, the Engineer shall identify and prepare Traffic Signal Plans for all warranted traffic signals. The Engineer shall confirm the power source for all signals and coordinate with the appropriate utility agency. Traffic Signal Plans provided shall be for mast arm signals with GPS and added battery back-up and shall be signed and sealed by a Texas Licensed Professional Engineer. The Engineer shall develop all quantities, general notes, specifications and incorporate the City of Pearland standards required to complete construction. The following intersections will be included as part of this scope: 1. Mykawa at Sam Houston Parkway 2. Mykawa at Brookside 3. Mykawa at McHard (modification only) 4. Mykawa at Orange Street(modification only) 5. Mykawa at FM 518 The following information shall be provided in the Traffic Signal Plans: 1. Layout a. Estimate and quantity sheet 1) List of all bid items 2) Bid item quantities 3) Specification item number 4) Paid item description and unit of measure b. Basis of estimate sheet(list of materials) c. General notes and specification data. d. Condition diagram 1) Intersection design features 2) Roadside development 3) Traffic control including illumination 4) Existing traffic control that will remain (signs and markings) 5) Existing utilities e. Plan sheet(s) 1) Proposed intersection improvements 2) Proposed installation 3) Proposed additional traffic controls 4) Proposed illumination attached to signal poles. 5) Proposed power pole source 6) Proposed Signal locations 7) Proposed Signal indications f. Notes for plan layout g. Construction detail sheets(s) 1) Poles (State standard sheets) 2) Detectors 3) Pull Box and conduit layout 4) Controller Foundation standard sheet 5) Electrical chart h. Aerial or underground interconnect details (when applicable) 2. General Requirements a. Contact local utility company 1) Confirm power source b. Prepare governing specifications and special provisions list c. Prepare project estimate 3. Summary of Quantities a. Small signs tabulation 4. Sign Detail Sheets a. All signs except route markers b. Dimensioning (letters, borders, etc.) E. Temporary Traffic Signals and Illumination If the Engineer determines that an existing traffic signal will be affected by the project, then the Engineer shall address the adjustment/realignment of traffic signal heads and the use of detection for mainlanes and side streets on the plans. The Engineer shall address lighting of signalized intersections, and shall coordinate with local utilities as approved by the State. F. Illumination The city will use Centerpoint supplied continuous lighting and not the TxDOT RID standards. The Engineer will coordinate with Centerpoint to provide the required construction plans and details for Centerpoint to install their poles. The Engineer shall provide a preliminary layout for initial review and approval by the State. SUBCONSULTING AGREEMENT THIS SUBCONSULTING AGREEMENT is made and entered into this 29 day of March , 2018, by and between LOCKWOOD, ANDREWS & NEWNAM, INC., a Texas corporation having an office at 2925 Briarpark Drive, Suite 400, Houston,Texas 77042 (hereinafter referred to as"CONSULTANT")and Asakura Robinson ,a Texas corporation,having its principal place of business at 1902 Washington Avenue, Suite A, Houston, Texas 77007 (hereinafter referred to as "Subconsultant"). WITNESSETH: WHEREAS, CONSULTANT has heretofore entered into an Agreement dated ("Prime Contract") with City Of Pearland ("Client") to provide consulting services related to the Mykawa Road from BW 8(S)to FM 518 ("Project"). WHEREAS,CONSULTANT desires to engage Subconsultant to perform certain of the professional services related to the Project, and, WHEREAS, Subconsultant represents that it is fully qualified and willing to perform the services required hereunder, NOW THEREFORE,for and in consideration of the covenants and conditions hereinafter set forth,the parties do mutually agree as follows: I. STATEMENT OF WORK A. Subconsultant hereby agrees to perform the tasks and services set forth in Exhibit "A" ("Services"), such exhibit being attached hereto and made a part hereof, in accordance with the terms and conditions expressed herein,and in a sequence,time and manner which will permit CONSULTANT to comply with the requirements and applicable sections of the Prime Contract, incorporated herein by this reference and attached hereto as Exhibit"D". B. In addition to the Statement of Services described herein, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of the Prime Contract. For the purpose of clarity, CONSULTANT shall not be bound by any terms or provisions in any proposal from Subconsultant attached hereto other than those setting forth the scope of services, the budget and the schedule to the extent such are not in conflict with the services, budget and schedule set forth herein. Any other such terms are deemed void and specifically deleted from this Agreement. II. COMPENSATION For and in consideration of the Subconsultant's performance of the Services in accordance with this Agreement, CONSULTANT agrees to pay Subconsultant the sums set forth under Exhibit"B"attached hereto and made a part hereof. III. TERMS AND CONDITIONS In addition to applicable provisions of the Prime Contract, hereby incorporated by reference and made a part hereof, Subconsultant agrees to be bound by the General Provisions of Subcontract Agreement identified as Exhibit"C"attached hereto and made a part hereof.If a landowner or other party requires a third-party license agreement, permit or similar document, including, without limitation, any right-of-entry permit or agreement, easement agreement,or railroad or similar right-of-way or right-of-entry agreement,be signed before a party enters the property to render services, and if Subconsultant's scope of services requires Subconsultant to enter the subject property to render its services under this Agreement, then Subconsultant agrees to enter into whatever agreement is required of Subconsultant for it to enter the subject property. In addition,in the event CONSULTANT is required to execute any such third-party license, permit, or similar document in connection with Subconsultant's services under this Agreement, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of said third-party license, permit, or similar document, and, without limiting the scope of the foregoing, to assume CONSULTANT's indemnification obligations under said document to the extent they relate to Subconsultant's services under this Agreement. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have executed this Agreement effective on the date first written above. SUBCONSULTANT LOCKWOOD, ANDREWS & NEWNAM, INC. By: �. y I. By: Print C- Print Name: Keiji Asakura Name: Muhammad Ali, PE Title: e,} 1 (t-e.✓vi Title: Sr. Associate, Team Leader Date: 3 % 3 t L-\ ) 5 Date: 4/11/2018 EXHIBIT "A" STATEMENT OF SERVICES SERVICES 1. Subconsultant represents that it has the expertise,experience,personnel,and resources to perform the Services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or permitted under applicable law or regulations to perform such Services. None of the work or Services shall be subcontracted without the prior written approval of CONSULTANT. 2. Subconsultant will perform or cause to be performed the Services described below in accordance with all applicable laws, regulations,codes and with the provisions of this Agreement. Subconsultant shall use its best efforts to conduct the services in an expeditious and timely manner. 3. A written definition of the Services to be performed by the Subconsultant is set forth below: Subconsultant will provide all work and services as set forth in Appendix A, which document is attached hereto as Appendix "A" incorporated herein and made a part hereof by this reference. 4. Subconsultant Quality Assurance Plan. Subconsultant shall establish and maintain a project Subconsultant Quality Assurance Plan(SQAP)that sets forth Subconsultant's policy for quality assurance and control and the procedures for implementing that policy during the performance of work or services as described in the Contract and/or Subconsultant's proposal. If Subconsultant has an established company plan for quality assurance and control, that plan may be suitable as the SQAP. Subconsultant shall submit a copy of the SQAP to CONSULTANT prior to commencing performance of its services or work. CONSULTANT reserves the right to review, comment, and require a resubmission. All services or work performed by Subconsultant shall be in conformity with the SQAP. CONSULTANT reserves the right to conduct audits or otherwise monitor the Subconsultant's compliance with the SQAP. Neither the submission nor acceptance of the SQAP by CONSULTANT nor the conduct of any audits or reviews by CONSULTANT relieve the Subconsultant of its full liability for any errors, omissions or other deficiencies in the Subconsultant's work. EXHIBIT "B" COMPENSATION AND PAYMENT 1. For and in consideration of the proper performance and completion of the Services hereunder, CONSULTANT agrees to pay Subconsultant as follows: Subconsultant will be compensated in accordance with the terms of the Prime Contract, based on the rates set forth in Appendix B, which document is attached hereto as Appendix "B" incorporated herein and made a part hereof by this reference. Subconsultant's compensation shall not exceed$ 65,498.51 . 2. Once each month, Subconsultant shall submit an invoice for the Services rendered during the previous month to the email addresses as indicated in Article 8 hereunder. Within thirty(30)days or as required by ordinance or statute,following receipt by CONSULTANT from Client of payment for the Services, CONSULTANT shall pay Subconsultant the amount due. CONSULTANT's receipt of payment from the Client for the Services is a condition precedent to CONSULTANT's obligation to pay Subconsultant. 3. Subconsultant shall not perform any additional service, or incur any additional expense in the performance of this Agreement without the prior written approval of CONSULTANT. 4. CONSULTANT shall not be responsible for payment or reimbursement of monies for additional services performed without the prior written approval of CONSULTANT. 5. Should a change of scope or additional services be required, payment for such services will be determined at the time of CONSULTANT's written approval, and such shall be amended to this Agreement. 6. Subconsultant hereby agrees to defend, indemnify and hold CONSULTANT harmless against any payments made by CONSULTANT to Subconsultant which are subsequently disallowed by the Client, and agrees to promptly reimburse CONSULTANT for any such amounts plus interest which CONSULTANT may be required to pay the Client on behalf of Subconsultant. 7. CONSULTANT will not be responsible for reimbursement(nor for seeking reimbursement from the Client)for costs invoiced more than 90 days after the costs were incurred. 8. Invoices addressed to Lockwood, Andrews & Newnam, Inc. should be sent to the following: Email: LANAccountsPayable a(�Ian-inc.com With copies to: Project Manager: Muhammad Ali, MMAIi(alan-inc.com Project Administrator: Maria Kennison, MDKennison(a�lan-inc.com EXHIBIT "C" GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT 1. Responsibility Subconsultant shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,drawings,specifications,calculations,data,reports or other Services to be provided hereunder, and shall, without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review,approval or acceptance of, nor payment for,any of the Services required hereunder shall be construed as a waiver of any rights under this Agreement by CONSULTANT or of any cause of action arising out of the performance of this Agreement. 2. Changes CONSULTANT may, upon ten (10) days written notice, make changes in the Services. If such changes result in an increase or a decrease in Services,in the time required for performance thereof, or in the compensation there for,this Agreement may only be amended,revised or otherwise modified by written amendment executed by both parties. 3. Termination A. Performance of the Services may be terminated by CONSULTANT at any time, in whole or in part: (1) Whenever Subconsultant shall default in its obligations or fails to make progress in the prosecution of the Services; or (2) For the convenience of CONSULTANT. B. Termination shall be effected by delivery to Subconsultant of the Notice of Termination, specifying whether said termination is for default of Subconsultant or for the convenience of CONSULTANT, the extent to which performance of the Services are terminated; and the date upon which said termination is to become effective. If, after Notice of Termination for default, it is determined that Subconsultant was not in default,or that Subconsultant's failure to fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of Termination shall be deemed to have been issued for the convenience of CONSULTANT. C. Following receipt of Notice of Termination, Subconsultant shall discontinue performance of the Services on the date and to the extent specified therein,and deliver to CONSULTANT the completed or partially completed plans, information, data, reports, estimates, summaries, materials,or other documents which,if performance had been properly completed,would be furnished to CONSULTANT. Subconsultant shall continue performance of such part of the Services which are not terminated by the Notice of Termination. CONSULTANT shall pay Subconsultant for Services properly performed, which shall include costs and expenses reimbursable in accordance with the Terms of this Agreement incurred prior to the effective date specified in the Notice of Termination. In the event of a termination for convenience, CONSULTANT shall also reimburse Subconsultant for any reasonable costs and expenses necessary resulting from the termination, to the extent that such amounts are actually recovered from Client. D. In the event of termination for default, Subconsultant shall be liable to CONSULTANT for all cost and expense incurred in order to complete the Services, 4. Confidentiality Subconsultant hereby agrees that all information provided by CONSULTANT pursuant to the work and Services hereunder shall be considered confidential and proprietary,and shall not be reproduced, transmitted, used or disclosed by the Subconsultant without the written consent of CONSULTANT, except as may be necessary for the non-disclosing party to fulfill its obligations hereunder;provided that the limitation shall not apply to any information or portion thereof, which is within the public domain at the time of its disclosure. The requirements of this provision shall survive the completion or termination of this Agreement. 5. Ownership and Reuse of Documents All non-proprietary data, information, reports, drawings, renderings, or other documents, data or materials prepared by Subconsultant under this Agreement shall become the property of CONSULTANT or the Client if imposed by the Prime Contract, whether or not the work covered thereby is executed;provided that Subconsultant may retain a record copy for its files. 6. Relationship The legal relationship of Subconsultant to CONSULTANT hereunder shall be that of an independent contractor and not that of an agent, employee or joint venturer. 7. Examination of Records If the Services performed by Subconsultant hereunder are in support of any government contract or program, or under a cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subconsultant shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally recognized accounting methods and permit inspection by CONSULTANT or the Client,or the authorized representatives of either of them at mutually convenient times,or the Comptroller General of the United States or any of his authorized representatives. 8. Compliance with Laws A. Subconsultant shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and orders in effect throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965, as amended (regarding Equal Employment Opportunity), and the orders of the Secretary of Labor pursuant thereto. B. No Party to this agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity which is 1) illegal under any applicable laws or regulations, or 2) would have the effect of causing CONSULTANT or its subsidiaries or affiliates to be in violation of the U.S. Foreign Corrupt Practices Act. C. In connection with this agreement,no party shall give,offer, promise,or authorize,directly or indirectly, anything of value to 1) an official or employee of any government, state-owned enterprise, international organization or any subdivisions,agents or advisors thereto,whether paid or unpaid (any such person referred to collectively as "Official"), including the government(s) of the territories in which work will be performed hereunder; or 2) any person(s)or party(s)while knowing or having reason to know that such thing of value is to be given, offered or promised to an Official in order to: i. influence any official act or decision, or; ii. induce an Official to use his or her influence to affect a decision of any government or international organization, or; iii. assist the Parties hereto in obtaining or retaining business, or in directing business to any person, or; iv. to obtain an unfair advantage for the Parties in any respect. D. In connection with this Agreement, no Party shall make a contribution to any political party or candidate for office on behalf of or associated with the Parties or in connection with the purpose of this agreement. E. Subconsultant shall not retain or engage a third party to carry out sales or marketing obligations in connection with the scope of this Agreement without obtaining CONSULTANT's prior written consent. CONSULTANT reserves the right in its sole discretion to reject a request to engage or retain any such third party. F. Subconsultant hereby covenants that no officer, director, owners, principal shareholder, family members thereof, agent, representative or employee of Subconsultant is an Official and that Subconsultant shall not employ any Official during the term of this Agreement. Subconsultant further covenants that no Official is deriving any benefit, directly or indirectly,from this Agreement. G. In no case shall CONSULTANT be obligated to take any action or make any payment to Subconsultant that would cause CONSULTANT to suffer a penalty or contravene applicable laws or regulations, including but not limited to the laws of the territories in which work will be performed and those of the United States. H. If Subconsultant breaches any of the covenants contained in this section, CONSULTANT shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing or claimed by Subconsultant hereunder. In such instance, Subconsultant shall indemnify CONSULTANT for any penalties, losses and expenses resulting from such breach of the provisions of this section. 9. Insurance A. Without limiting Subconsultant's indemnification obligations,Subconsultant shall provide,pay for, and maintain in force at all time during the performance of the services insurance to protect itself, CONSULTANT, and the Client: from claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury to or destruction of property, including loss of use thereof; and from claims arising out of the performance of professional services,or as a consequence thereof, caused by error,omission,or negligent act for which Subconsultant, its employees,agents, Subconsultants, and material suppliers, or the invitees of any of them, may be responsible. B. Subconsultant shall provide, pay for, and maintain in force at all times during the performance of the Services insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract does not contain any insurance requirements,or to the extent such insurance requirements contained in the Prime Contract are less than the following insurance requirements,Subconsultant shall provide,pay for,and maintain the following minimum insurance: Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for loss of or damage to property with combined single limit of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. ii. Automobile Public Liability Insurance with a minimum one million dollars ($1,000,000.00) per occurrence coverage for both bodily injury and property damage. iii. Excess / Umbrella insurance following the form of the policies in (i) and (ii) above may be used to satisfy the limits set forth therein. iv. Workers' Compensation Insurance as may be required by all state and federal workers' compensation acts, the Federal Longshoremen's and Harbor Workers' Compensation Act, the Outer Continental Shelf Act and such other acts as may be applicable to the Services. v. Employers' Liability Insurance with amounts required by law or one million dollars ($1,000,000)whichever is greater. vi. Professional Liability Insurance with limits of liability not less than two million dollars ($2,000,000.00) per claim and in the aggregate. vii. If the Services are to be performed within 50 feet from any railroad, Subconsultant shall obtain and present to CONSULTANT before the commencement of the Services a CG 2417 endorsement for its Commercial General Liability coverage. Such endorsement shall list CONSULTANT and the Client as additional insureds. viii. Subconsultant shall name CONSULTANT and the Client as additional insured on insurance policies identified in(i)and(ii)above on a primary and non-contributory to any and all other insurance of CONSULTANT or Client ix, Except for Professional Liability Insurance the Subconsultant and its lower tier subcontractors and their respective insurance policies shall waive subrogation against CONSULTANT and the Client C. If any coverage is carried on a claims-made basis, the(i)retroactive date shall be noted on the Certificate of Insurance and shall be prior to or the day of the commencement of Subconsultant's Services under this Agreement and (ii) evidence of coverage shall be provided for five years beyond expiration of this Agreement,or such time as may be required by the Prime Contract, whichever is longer. D. Subconsultant shall submit to CONSULTANT certificates of insurance evidencing such policies upon the signing of this Subcontract. CONSULTANT shall be given thirty(30)days notice prior to cancellation or material change in policy coverage. Failure to provide the certificates of insurance or the notice of cancellation required herein will be a material breach of this Agreement, subject to termination and other remedies as set forth in this Agreement and available by law. E. Subconsultant shall also require its subcontractors, if any, who will perform any of the Services to procure and maintain the amounts and types of insurance specified above, inclusive of all endorsements. 10. Indemnity Notwithstanding any provision of this Agreement to the contrary, Subconsultant agrees to defend,indemnify,and hold harmless CONSULTANT and the Client from and against all claims, demands, damages, losses, costs, expenses (including attorneys' fees), fines, or penalties arising out of, related to, or as a consequence of, or alleged to arise out of, relate to, or be a consequence of any act, error, or omission to act on the part of the Subconsultant or its employees,agents, or independent contractors, or the invitees of any of them. 11. Remedies The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by CONSULTANT of any provision hereunder or a breach thereof by Subconsultant,shall not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect. 12. Severability In the event that any term or provision of this Agreement is held to be illegal,invalid,or unenforceable under the laws, regulations or ordinances of any federal, state, or other government to which this Agreement is subject,such term or provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and continue in full force. 13. Notices All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested;or sent by facsimile or email and also confirmed by registered mail, postage prepaid and return receipt requested,addressed as set forth below,or to such other address as may be designated by notice given as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein. CONSULTANT: LOCKWOOD, ANDREWS, & NEWNAM, COMPANY 2925 Briarpark Drive, Suite 400 Houston, TX 77042 Attention: Muhammad Ali, PE SUBCONSULTANT: ASAKURA ROBINSON 1902 Washington Avenue, Suite A, Houston, Texas 77007 Attention: Jessica Krug, LEED AP 14. Modification This Agreement may only be modified by a written amendment hereto,duly executed by both parties. 15. Successors and Assignment Subconsultant binds itself, its successors, assigns, and legal representatives to CONSULTANT with respect to all of the covenants of this Agreement and further agrees that it shall not sell,assign,transfer, mortgage,pledge or in any manner encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of CONSULTANT. In the event that Subconsultant violates the foregoing prohibition, or in the event that Subconsultant without the prior written consent of CONSULTANT,which consent shall not be unreasonably withheld,sells,assigns,transfers,mortgages, pledges or in any manner encumbers,except as security for credit agreements,all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its ownership, CONSULTANT shall be entitled, at its sole option: 1. To require the Subconsultant's successor to continue to perform under this Agreement and to continue to satisfactorily fulfill Subconsultant's obligations under this Agreement;or 2. To terminate this Agreement. In such case Subconsultant shall be responsible for any and all liabilities arising from such termination. In the event that CONSULTANT replaces Subconsultant with another consultant after such termination, Subconsultant shall be responsible for any and all costs,expenses and liabilities arising from such substitution. In any event,Subconsultant shall remain liable for any and all work product or services provided by it prior to the termination. 16. Governing Laws Unless otherwise specified herein, this Agreement shall be governed by the law that governs the Prime Contract. In the event that the Prime Contract is silent regarding the governing law, this Agreement shall be governed by the law of the state where the Project is located. 17. Professional Registration If the Services under this Agreement involve the production of documents or drawings that require signing or sealing by a registered professional, Subconsultant warrants that it has a qualified person assigned to this Project who is registered in the State(s)of Texas and that such person shall sign and/or seal the documents or drawings. 18. Extent of Agreement This Agreement contains all of the promises, representations and understandings of the parties hereto and supersedes any previous understandings,commitments,proposals or agreements,whether oral or written, and may only be modified as set forth herein. Appendix "A" Services to be Provided by the Subconsultant The Engineer shall provide the required planting and irrigation plans for their 90 percent, 95 percent, and 100 percent Drawing submittals to the City. Revisions to the plans shall be made after the 90 percent submittal to incorporate any comments relating to the landscape work. Planting plans will include species selection and spacing, schedule of materials, sizes, limits of turf, and General Notes regarding the selected plants and trees. Irrigation plans will include sleeve locations, main line routing, head and valve layout, controller locations, and lateral pipe sizing along with all necessary calculations. Additionally, required construction details will include both planting and irrigation. The Engineer shall coordinate with the City. SUBCONSULTING AGREEMENT THIS SUBCONSULTING AGREEMENT is made and entered into this 29 day of March , 2018, by and between LOCKWOOD, ANDREWS & NEWNAM, INC., a Texas corporation having an office at 2925 Briarpark Drive. Suite 400,Houston, Texas 77042 (hereinafter referred to as"CONSULTANT")and Community Awareness Services. Inc. , a Texas corporation, having its principal place of business at 397 N. Sam Houston Parkway E., Ste. 125 Houston, Texas 77060 (hereinafter referred to as "Subconsultant"). WITNESSETH: WHEREAS, CONSULTANT has heretofore entered into an Agreement dated ("Prime Contract") with City Of Pearland ("Client") to provide consulting services related to the Mykawa Road from BW 8(S) to FM 518 ("Project"). WHEREAS, CONSULTANT desires to engage Subconsultant to perform certain of the professional services related to the Project, and, WHEREAS, Subconsultant represents that it is fully qualified and willing to perform the services required hereunder, NOW THEREFORE, for and in consideration of the covenants and conditions hereinafter set forth,the parties do mutually agree as follows: I. STATEMENT OF WORK A. Subconsultant hereby agrees to perform the tasks and services set forth in Exhibit "A" ("Services"), such exhibit being attached hereto and made a part hereof, in accordance with the terms and conditions expressed herein,and in a sequence,time and manner which will permit CONSULTANT to comply with the requirements and applicable sections of the Prime Contract,incorporated herein by this reference and attached hereto as Exhibit"D". B. In addition to the Statement of Services described herein, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of the Prime Contract. For the purpose of clarity, CONSULTANT shall not be bound by any terms or provisions in any proposal from Subconsultant attached hereto other than those setting forth the scope of services, the budget and the schedule to the extent such are not in conflict with the services, budget and schedule set forth herein. Any other such terms are deemed void and specifically deleted from this Agreement. II. COMPENSATION For and in consideration of the Subconsultant's performance of the Services in accordance with this Agreement, CONSULTANT agrees to pay Subconsultant the sums set forth under Exhibit"B" attached hereto and made a part hereof. III. TERMS AND CONDITIONS In addition to applicable provisions of the Prime Contract, hereby incorporated by reference and made a part hereof. Subconsultant agrees to be bound by the General Provisions of Subcontract Agreement identified as Exhibit"C"attached hereto and made a part hereof.If a landowner or other party requires a third-party license agreement, permit or similar document, including, without limitation, any right-of-entry permit or agreement, easement agreement, or railroad or similar right-of-way or right-of-entry agreement,be signed before a party enters the property to render services, and if Subconsultant's scope of services requires Subconsultant to enter the subject property to render its services under this Agreement, then Subconsultant agrees to enter into whatever agreement is required of Subconsultant for it to enter the subject property. In addition, in the event CONSULTANT is required to execute any such third-party license. permit, or similar document in connection with Subconsultant's services under this Agreement, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of said third-party license, permit, or similar document, and, without limiting the scope of the foregoing, to assume CONSULTANT's indemnification obligations under said document to the extent they relate to Subconsultant's services under this Agreement. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have executed this Agreement effective on the date first written above. SUBCONSULTANT LOCKWOOD, ANDREWS & NEWNAM, INC. By: (7)1A.A. WI'CLI.t S 6(1. � : nt y: _______L—TA Print . Name: ,) err , jfhwil CrS0 Name: Muhammad Ali, PE Title: --FrG S cA c ✓i-}— Title: Sr. Associate, Team Leader Date: Li -3 - t $ Date: 4/11/2018 EXHIBIT "A" STATEMENT OF SERVICES SERVICES 1. Subconsultant represents that it has the expertise, experience, personnel, and resources to perform the Services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or permitted under applicable law or regulations to perform such Services. None of the work or Services shall be subcontracted without the prior written approval of CONSULTANT. 2. Subconsultant will perform or cause to be performed the Services described below in accordance with all applicable laws,regulations, codes and with the provisions of this Agreement. Subconsultant shall use its best efforts to conduct the services in an expeditious and timely manner. 3. A written definition of the Services to be performed by the Subconsultant is set forth below: Subconsultant will provide all work and services as set forth in Appendix A, which document is attached hereto as Appendix 'A", incorporated herein and made a part hereof by this reference. 4. Subconsultant Quality Assurance Plan. Subconsultant shall establish and maintain a project Subconsultant Quality Assurance Plan(SQAP)that sets forth Subconsultant's policy for quality assurance and control and the procedures for implementing that policy during the performance of work or services as described in the Contract and/or Subconsultant's proposal. if Subconsultant has an established company plan for quality assurance and control, that plan maybe suitable as the SQAP. Subconsultant shall submit a copy of the SQAP to CONSULTANT prior to commencing performance of its services or work. CONSULTANT reserves the right to review, comment, and require a resubmission. All services or work performed by Subconsultant shall be in conformity with the SQAP. CONSULTANT reserves the right to conduct audits or otherwise monitor the Subconsultant's compliance with the SQAP. Neither the submission nor acceptance of the SQAP by CONSULTANT nor the conduct of any audits or reviews by CONSULTANT relieve the Subconsultant of its full liability for any errors, omissions or other deficiencies in the Subconsultant's work. EXHIBIT "B" COMPENSATION AND PAYMENT 1. For and in consideration of the proper performance and completion of the Services hereunder, CONSULTANT agrees to pay Subconsultant as follows: Subconsultant will be compensated in accordance with the terms of the Prime Contract, based on the rates set forth in Appendix B, which document is attached hereto as Appendix "B", incorporated herein and made a part hereof by this reference. Subconsultant's compensation shall not exceed$ 35,822.25 2. Once each month, Subconsultant shall submit an invoice for the Services rendered during the previous month to the email addresses as indicated in Article 8 hereunder. Within thirty(30)days or as required by ordinance or statute,following receipt by CONSULTANT from Client of payment for the Services, CONSULTANT shall pay Subconsultant the amount due. CONSULTANT's receipt of payment from the Client for the Services is a condition precedent to CONSULTANT's obligation to pay Subconsultant. 3. Subconsultant shall not perform any additional service, or incur any additional expense in the performance of this Agreement without the prior written approval of CONSULTANT. 4. CONSULTANT shall not be responsible for payment or reimbursement of monies for additional services performed without the prior written approval of CONSULTANT. 5. Should a change of scope or additional services be required, payment for such services will be determined at the time of CONSULTANT's written approval, and such shall be amended to this Agreement. 6. Subconsultant hereby agrees to defend, indemnify and hold CONSULTANT harmless against any payments made by CONSULTANT to Subconsultant which are subsequently disallowed by the Client, and agrees to promptly reimburse CONSULTANT for any such amounts plus interest which CONSULTANT may be required to pay the Client on behalf of Subconsultant. 7. CONSULTANT will not be responsible for reimbursement(nor for seeking reimbursement from the Client)for costs invoiced more than 90 days after the costs were incurred. 8. Invoices addressed to Lockwood, Andrews & Newnam, Inc. should be sent to the following: Email: LANAccountsPayable(a?lan-inc.com With copies to: Project Manager: Muhammad Ali, MMAIi(a lan-inc corn Project Administrator: Maria Kennison, MDKennison(a lan-inc.com EXHIBIT "C" GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT 1. Responsibility Subconsultant shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,drawings, specifications,calculations,data,reports or other Services to be provided hereunder, and shall, without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review, approval or acceptance of, nor payment for, any of the Services required hereunder shall be construed as a waiver of any rights under this Agreement by CONSULTANT or of any cause of action arising out of the performance of this Agreement. 2. Changes CONSULTANT may, upon ten (10) days written notice, make changes in the Services. If such changes result in an increase or a decrease in Services,in the time required for performance thereof, or in the compensation there for,this Agreement may only be amended,revised or otherwise modified by written amendment executed by both parties. 3. Termination A. Performance of the Services may be terminated by CONSULTANT at any time, in whole or in part: (1) Whenever Subconsultant shall default in its obligations or fails to make progress in the prosecution of the Services; or (2) For the convenience of CONSULTANT. B. Termination shall be effected by delivery to Subconsultant of the Notice of Termination, specifying whether said termination is for default of Subconsultant or for the convenience of CONSULTANT, the extent to which performance of the Services are terminated; and the date upon which said termination is to become effective. If, after Notice of Termination for default,it is determined that Subconsultant was not in default,or that Subconsultant's failure to fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of Termination shall be deemed to have been issued for the convenience of CONSULTANT. C. Following receipt of Notice of Termination, Subconsultant shall discontinue performance of the Services on the date and to the extent specified therein,and deliver to CONSULTANT the completed or partially completed plans, information, data, reports, estimates, summaries, materials,or other documents which,if performance had been properly completed,would be furnished to CONSULTANT. Subconsultant shall continue performance of such part of the Services which are not terminated by the Notice of Termination. CONSULTANT shall pay Subconsultant for Services properly performed, which shall include costs and expenses reimbursable in accordance with the Terms of this Agreement incurred prior to the effective date specified in the Notice of Termination. In the event of a termination for convenience, CONSULTANT shall also reimburse Subconsultant for any reasonable costs and expenses necessary resulting from the termination, to the extent that such amounts are actually recovered from Client. D. In the event of termination for default, Subconsultant shall be liable to CONSULTANT for all cost and expense incurred in order to complete the Services, 4. Confidentiality Subconsultant hereby agrees that all information provided by CONSULTANT pursuant to the work and Services hereunder shall be considered confidential and proprietary, and shall not be reproduced, transmitted, used or disclosed by the Subconsultant without the written consent of CONSULTANT, except as may be necessary for the non-disclosing party to fulfill its obligations hereunder;provided that the limitation shall not apply to any information or portion thereof, which is within the public domain at the time of its disclosure. The requirements of this provision shall survive the completion or termination of this Agreement. 5. Ownership and Reuse of Documents All non-proprietary data, information, reports, drawings, renderings, or other documents, data or materials prepared by Subconsultant under this Agreement shall become the property of CONSULTANT or the Client if imposed by the Prime Contract, whether or not the work covered thereby is executed; provided that Subconsultant may retain a record copy for its files. 6. Relationship The legal relationship of Subconsultant to CONSULTANT hereunder shall be that of an independent contractor and not that of an agent, employee or joint venturer. 7. Examination of Records If the Services performed by Subconsultant hereunder are in support of any government contract or program, or under a cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subconsultant shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally recognized accounting methods and permit inspection by CONSULTANT or the Client,or the authorized representatives of either of them at mutually convenient times,or the Comptroller General of the United States or any of his authorized representatives. 8. Compliance with Laws A. Subconsultant shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and orders in effect throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965, as amended (regarding Equal Employment Opportunity),and the orders of the Secretary of Labor pursuant thereto. B. No Party to this agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity which is 1) illegal under any applicable laws or regulations, or 2) would have the effect of causing CONSULTANT or its subsidiaries or affiliates to be in violation of the U.S. Foreign Corrupt Practices Act. C. In connection with this agreement,no party shall give,offer, promise,or authorize,directly or indirectly, anything of value to 1) an official or employee of any government, state-owned enterprise,international organization or any subdivisions,agents or advisors thereto,whether paid or unpaid (any such person referred to collectively as "Official"), including the government(s) of the territories in which work will be performed hereunder; or 2) any person(s)or party(s)while knowing or having reason to know that such thing of value is to be given, offered or promised to an Official in order to: i. influence any official act or decision, or; ii. induce an Official to use his or her influence to affect a decision of any government or international organization, or; iii. assist the Parties hereto in obtaining or retaining business, or in directing business to any person, or; iv. to obtain an unfair advantage for the Parties in any respect. D. In connection with this Agreement, no Party shall make a contribution to any political party or candidate for office on behalf of or associated with the Parties or in connection with the purpose of this agreement. E. Subconsultant shall not retain or engage a third party to carry out sales or marketing obligations in connection with the scope of this Agreement without obtaining CONSULTANT's prior written consent. CONSULTANT reserves the right in its sole discretion to reject a request to engage or retain any such third party. F. Subconsultant hereby covenants that no officer, director, owners, principal shareholder, family members thereof, agent, representative or employee of Subconsultant is an Official and that Subconsultant shall not employ any Official during the term of this Agreement. Subconsultant further covenants that no Official is deriving any benefit, directly or indirectly, from this Agreement. G. In no case shall CONSULTANT be obligated to take any action or make any payment to Subconsultant that would cause CONSULTANT to suffer a penalty or contravene applicable laws or regulations, including but not limited to the laws of the territories in which work will be performed and those of the United States. H. If Subconsultant breaches any of the covenants contained in this section, CONSULTANT shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing or claimed by Subconsultant hereunder. In such instance. Subconsultant shall indemnify CONSULTANT for any penalties, losses and expenses resulting from such breach of the provisions of this section. 9. Insurance A. Without limiting Subconsultant's indemnification obligations,Subconsultant shall provide, pay for, and maintain in force at all time during the performance of the services insurance to protect itself, CONSULTANT, and the Client: from claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury to or destruction of property, including loss of use thereof; and from claims arising out of the performance of professional services, or as a consequence thereof, caused by error,omission, or negligent act for which Subconsultant, its employees, agents, Subconsultants, and material suppliers, or the invitees of any of them, may be responsible. B. Subconsultant shall provide. pay for, and maintain in force at all times during the performance of the Services insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract does not contain any insurance requirements,or to the extent such insurance requirements contained in the Prime Contract are less than the following insurance requirements, Subconsultant shall provide, pay for,and maintain the following minimum insurance: Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for loss of or damage to property with combined single limit of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. ii. Automobile Public Liability Insurance with a minimum one million dollars ($1,000,000.00) per occurrence coverage for both bodily injury and property damage. iii. Excess / Umbrella insurance following the form of the policies in (i) and (ii) above may be used to satisfy the limits set forth therein. iv. Workers' Compensation Insurance as may be required by all state and federal workers' compensation acts, the Federal Longshoremen's and Harbor Workers' Compensation Act, the Outer Continental Shelf Act and such other acts as may be applicable to the Services. v. Employers' Liability Insurance with amounts required by law or one million dollars ($1,000,000)whichever is greater. vi. Professional Liability Insurance with limits of liability not less than two million dollars ($2,000,000.00) per claim and in the aggregate. vii. If the Services are to be performed within 50 feet from any railroad, Subconsultant shall obtain and present to CONSULTANT before the commencement of the Services a CG 2417 endorsement for its Commercial General Liability coverage. Such endorsement shall list CONSULTANT and the Client as additional insureds. viii. Subconsultant shall name CONSULTANT and the Client as additional insured on insurance policies identified in(i)and(ii)above on a primary and non-contributory to any and all other insurance of CONSULTANT or Client ix, Except for Professional Liability Insurance the Subconsultant and its lower tier subcontractors and their respective insurance policies shall waive subrogation against CONSULTANT and the Client C. If any coverage is carried on a claims-made basis,the(i) retroactive date shall be noted on the Certificate of Insurance and shall be prior to or the day of the commencement of Subconsultant's Services under this Agreement and (ii) evidence of coverage shall be provided for five years beyond expiration of this Agreement, or such time as may be required by the Prime Contract, whichever is longer. D. Subconsultant shall submit to CONSULTANT certificates of insurance evidencing such policies upon the signing of this Subcontract. CONSULTANT shall be given thirty(30)days notice prior to cancellation or material change in policy coverage. Failure to provide the certificates of insurance or the notice of cancellation required herein will be a material breach of this Agreement, subject to termination and other remedies as set forth in this Agreement and available by law. E. Subconsultant shall also require its subcontractors, if any, who will perform any of the Services to procure and maintain the amounts and types of insurance specified above, inclusive of all endorsements. 10. Indemnity Notwithstanding any provision of this Agreement to the contrary, Subconsultant agrees to defend,indemnify,and hold harmless CONSULTANT and the Client from and against all claims, demands, damages, losses, costs, expenses (including attorneys' fees), fines, or penalties arising out of, related to, or as a consequence of, or alleged to arise out of, relate to, or be a consequence of any act, error, or omission to act on the part of the Subconsultant or its employees, agents, or independent contractors, or the invitees of any of them. 11. Remedies The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by CONSULTANT of any provision hereunder or a breach thereof by Subconsultant,shall not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect. 12. Severability In the event that any term or provision of this Agreement is held to be illegal, invalid,or unenforceable under the laws, regulations or ordinances of any federal, state, or other government to which this Agreement is subject,such term or provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and continue in full force. 13. Notices All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested; or sent by facsimile or email and also confirmed by registered mail, postage prepaid and return receipt requested, addressed as set forth below, or to such other address as may be designated by notice given as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein. CONSULTANT: LOCKWOOD, ANDREWS, & NEWNAM, COMPANY 2925 Briarpark Drive, Suite 400 Houston, TX 77042 Attention: Muhammad Ali, PE SUBCONSULTANT: COMMUNITY AWARENESS SERVICES, INC. 397 N. Sam Houston Parkway E., Ste. 125 Houston, Texas 77060-2426 Attention: — !C-t'(\ t``Y\<,�C t'S 0 11 14. Modification This Agreement may only be modified by a written amendment hereto,duly executed by both parties. 15. Successors and Assignment Subconsultant binds itself, its successors, assigns, and legal representatives to CONSULTANT with respect to all of the covenants of this Agreement and further agrees that it shall not sell,assign,transfer, mortgage, pledge or in any manner encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of CONSULTANT. In the event that Subconsultant violates the foregoing prohibition, or in the event that Subconsultant without the prior written consent of CONSULTANT,which consent shall not be unreasonably withheld,sells,assigns,transfers,mortgages, pledges or in any manner encumbers,except as security for credit agreements,all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its ownership, CONSULTANT shall be entitled, at its sole option: 1. To require the Subconsultant's successor to continue to perform under this Agreement and to continue to satisfactorily fulfill Subconsultant's obligations under this Agreement; or 2. To terminate this Agreement. In such case Subconsultant shall be responsible for any and all liabilities arising from such termination. In the event that CONSULTANT replaces Subconsultant with another consultant after such termination, Subconsultant shall be responsible for any and all costs,expenses and liabilities arising from such substitution. In any event, Subconsultant shall remain liable for any and all work product or services provided by it prior to the termination. 16. Governing Laws Unless otherwise specified herein, this Agreement shall be governed by the law that governs the Prime Contract. In the event that the Prime Contract is silent regarding the governing law, this Agreement shall be governed by the law of the state where the Project is located. 17. Professional Registration If the Services under this Agreement involve the production of documents or drawings that require signing or sealing by a registered professional, Subconsultant warrants that it has a qualified person assigned to this Project who is registered in the State(s) of Texas and that such person shall siqn and/or seal the documents or drawings. 18. Extent of Agreement This Agreement contains all of the promises, representations and understandings of the parties hereto and supersedes any previous understandings,commitments,proposals or agreements,whether oral or written, and may only be modified as set forth herein. Appendix "A" Services to be Provided by the Subconsultant PUBLIC MEETING Public Involvement activities will include a total of one public meeting and one public hearing. • Develop and maintain a mailing list for the study area including local, state and Federal elected officials and agencies; community coalition representatives, neighborhood groups, institutions, libraries, special interest groups, media contacts and other interested individuals. Add adjacent property owners provided by right-of-way specialist. • Participate in three(3) meetings prior to the public meeting to review the presentation materials and exhibits. • Prepare and submit elected official notices for review and approval by client. • Prepare public meeting notice for review and approval by client. • Coordinate and publish public meeting legal notice in the Pearland Journal. • Coordinate meeting logistics with facility managers. • Conduct site visit to venue. • Coordinate equipment needs (easels, chairs,tables, easels,audio-visual) • Research, secure and coordinate with security. • Prepare a summary of logistics. • Prepare sign-in sheets, comment cards and pre-printed nametags for staff. • Prepare layout sketch and coordinate with venues. • Provide one staff member for registration table and one"floating"staff member. • Provide materials for public meeting documentation summary to include sign-in sheets, public meeting notice, mailing list, newspaper affidavit of publication, photographs, and court reporter transcript PUBLIC HEARING • Update the mailing list for the study area after the public meeting and before the public hearing from the sign-in sheets and comment cards, and changes to contact information. • Participate in four(4)meetings prior to the public hearing to review the presentation materials and exhibits. • Prepare and submit elected official notices for review and approval by client. • Prepare public hearing notices for review and approval by client. • Prepare address labels and Stuff envelopes and mail public hearing notices to project mailing list approximately 30 days prior to the public hearing. • Coordinate and publish a public meeting legal notice in the Pearland Journal prior to the hearings. • Coordinate hearing logistics with facility managers. • Conduct site visit to venue. • Coordinate equipment needs (easels, chairs,tables, easels, audio-visual) • Research, secure and coordinate with security. • Research, secure and coordinate with court reporter. • Prepare a summary of logistics. • Prepare sign-in sheets, comment cards and pre-printed nametags for staff. • Prepare layout sketch and coordinate with venues. • Provide one staff member for registration table and one"floating" staff member. • Provide materials for public hearing documentation summary to include sign-in sheets, public meeting notice, mailing list, newspaper affidavit of publication, photographs, and court reporter transcript SUBCONSULTING AGREEMENT THIS SUBCONSULTING AGREEMENT is made and entered into this 29 day of March , 2018, by and between LOCKWOOD, ANDREWS & NEWNAM, INC., a Texas corporation having an office at 2925 Briarpark Drive,Suite 400,Houston,Texas 77042 (hereinafter referred to as"CONSULTANT")and MBCO Engineering , a Texas corporation, having its principal place of business at 13111 Westheimer Rd., Suite 307 Houston, Texas 77077 (hereinafter referred to as"Subconsultant"). • WITNESSETH: WHEREAS, CONSULTANT has heretofore entered into an Agreement dated ("Prime Contract") with City Of Pearland ("Client") to provide consulting services related to the Mykawa Road from BW 8(S) to FM 518 ("Project"). WHEREAS, CONSULTANT desires to engage Subconsultant to perform certain of the professional services related to the Project, and, WHEREAS, Subconsultant represents that it is fully qualified and willing to perform the services required hereunder, NOW THEREFORE,for and in consideration of the covenants and conditions hereinafter set forth,the parties do mutually agree as follows: I. STATEMENT OF WORK A. Subconsultant hereby agrees to perform the tasks and services set forth in Exhibit "A" ("Services"), such exhibit being attached hereto and made a part hereof, in accordance with the terms and conditions expressed herein, and in a sequence,time and manner which will permit CONSULTANT to comply with the requirements and applicable sections of the Prime Contract, incorporated herein by this reference and attached hereto as Exhibit"D". B. In addition to the Statement of Services described herein, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of the Prime Contract. For the purpose of clarity, CONSULTANT shall not be bound by any terms or provisions in any proposal from Subconsultant attached hereto other than those setting forth the scope of services, the budget and the schedule to the extent such are not in conflict with the services, budget and schedule set forth herein. Any other such terms are deemed void and specifically deleted from this Agreement, II. COMPENSATION For and in consideration of the Subconsultant's performance of the Services in accordance with this Agreement, CONSULTANT agrees to pay Subconsultant the sums set forth under Exhibit"B" attached hereto and made a part hereof. III. TERMS AND CONDITIONS In addition to applicable provisions of the Prime Contract, hereby incorporated by reference and made a part hereof, Subconsultant agrees to be bound by the General Provisions of Subcontract Agreement identified as Exhibit"C"attached hereto and made a part hereof.If a landowner or other party requires a third-party license agreement, permit or similar document, including, without limitation, any right-of-entry permit or agreement, easement agreement,or railroad or similar right-of-way or right-of-entry agreement, be signed before a party enters the property to render services, and if Subconsultant's scope of services requires Subconsultant to enter the subject property to render its services under this Agreement, then Subconsultant agrees to enter into whatever agreement is required of Subconsultant for it to enter the subject property. In addition, in the event CONSULTANT is required to execute any such third-party license, permit, or similar document in connection with Subconsultant's services under this Agreement, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of said third-party license, permit, or similar document, and, without limiting the scope of the foregoing, to assume CONSULTANT's indemnification obligations under said document to the extent they relate to Subconsultant's services under this Agreement. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have executed this Agreement effective on the date first written above. SUBCONSULTANT LOCKWOOD, ANDREWS & NEWNAM, INC. By: CNA Lt. \cs By: Print L Print Name: CGLI�t_D �,-e l cL Name: Muhammad Ali, PE Title: Sr -\}1 cQ Q ��l iLQ,v-4 Title: Sr.Associate,Team Leader Date: ?' ACA - �` Date: 4/11/2018 EXHIBIT "A" STATEMENT OF SERVICES SERVICES 1. Subconsultant represents that it has the expertise, experience,personnel, and resources to perform the Services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or permitted under applicable law or regulations to perform such Services. None of the work or Services shall be subcontracted without the prior written approval of CONSULTANT. 2. Subconsultant will perform or cause to be performed the Services described below in accordance with all applicable laws, regulations, codes and with the provisions of this Agreement. Subconsultant shall use its best efforts to conduct the services in an expeditious and timely manner. 3. A written definition of the Services to be performed by the Subconsultant is set forth below: Subconsultant will provide all work and services as set forth in Appendix A, which document is attached hereto as Appendix "A", incorporated herein and made a part hereof by this reference. 4. Subconsultant Quality Assurance Plan. Subconsultant shall establish and maintain a project Subconsultant Quality Assurance Plan(SQAP)that sets forth Subconsultant's policy for quality assurance and control and the procedures for implementing that policy during the performance of work or services as described in the Contract and/or Subconsultant's proposal. If Subconsultant has an established company plan for quality assurance and control, that plan may be suitable as the SQAP. Subconsultant shall submit a copy of the SQAP to CONSULTANT prior to commencing performance of its services or work. CONSULTANT reserves the right to review, comment, and require a resubmission. All services or work performed by Subconsultant shall be in conformity with the SQAP. CONSULTANT reserves the right to conduct audits or otherwise monitor the Subconsultant's compliance with the SQAP. Neither the submission nor acceptance of the SQAP by CONSULTANT nor the conduct of any audits or reviews by CONSULTANT relieve the Subconsultant of its full liability for any errors, omissions or other deficiencies in the Subconsultant's work. 1 EXHIBIT"B" COMPENSATION AND PAYMENT 1. For and in consideration of the proper performance and completion of the Services hereunder, CONSULTANT agrees to pay Subconsultant as follows: Subconsultant will be compensated in accordance with the terms of the Prime Contract, based on the rates set forth in Appendix B, which document is attached hereto as Appendix "B", incorporated herein and made a part hereof by this reference. Subconsultant's compensation shall not exceed$ 519,630.35_. 2. Once each month, Subconsultant shall submit an invoice for the Services rendered during the previous month to the email addresses as indicated in Article 8 hereunder. Within thirty(30)days or as required by ordinance or statute,following receipt by CONSULTANT from Client of payment for the Services, CONSULTANT shall pay Subconsultant the amount due. CONSULTANT's receipt of payment from the Client for the Services is a condition precedent to CONSULTANT's obligation to pay Subconsultant. 3. Subconsultant shall not perform any additional service, or incur any additional expense in the performance of this Agreement without the prior written approval of CONSULTANT. 4. CONSULTANT shall not be responsible for payment or reimbursement of monies for additional services performed without the prior written approval of CONSULTANT. 5. Should a change of scope or additional services be required, payment for such services will be determined at the time of CONSULTANT's written approval, and such shall be amended to this Agreement. 6. Subconsultant hereby agrees to defend,indemnify and hold CONSULTANT harmless against any payments made by CONSULTANT to Subconsultant which are subsequently disallowed by the Client, and agrees to promptly reimburse CONSULTANT for any such amounts plus interest which CONSULTANT may be required to pay the Client on behalf of Subconsultant. 7. CONSULTANT will not be responsible for reimbursement(nor for seeking reimbursement from the Client) for costs invoiced more than 90 days after the costs were incurred. 8. Invoices addressed to Lockwood, Andrews&Newnam, Inc. should be sent to the following: Email: LANAccountsPavable(alan-inc.com With copies to: Project Manager: Muhammad Ali, MMAIiRIan-inc.com Project Administrator: Maria Kennison, MDKennisonAlan-inc.com EXHIBIT"C" GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT 1. Responsibility Subconsultant shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,drawings, specifications,calculations,data,reports or other Services to be provided hereunder, and shall, without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review, approval or acceptance of, nor payment for, any of the Services required hereunder shall be construed as a waiver of any rights under this Agreement by CONSULTANT or of any cause of action arising out of the performance of this Agreement. 2. Changes CONSULTANT may, upon ten (10) days written notice, make changes in the Services. If such changes result in an increase or a decrease in Services, in the time required for performance thereof, or in the compensation there for,this Agreement may only be amended,revised or otherwise modified by written amendment executed by both parties. 3. Termination A. Performance of the Services may be terminated by CONSULTANT at any time, in whole or in part: (1) Whenever Subconsultant shall default in its obligations or fails to make progress in the prosecution of the Services; or (2) For the convenience of CONSULTANT. B. Termination shall be effected by delivery to Subconsultant of the Notice of Termination, specifying whether said termination is for default of Subconsultant or for the convenience of CONSULTANT, the extent to which performance of the Services are terminated; and the date upon which said termination is to become effective. If, after Notice of Termination for default, it is determined that Subconsultant was not in default, or that Subconsultant's failure to fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of Termination shall be deemed to have been issued for the convenience of CONSULTANT. C. Following receipt of Notice of Termination, Subconsultant shall discontinue performance of the Services on the date and to the extent specified therein,and deliver to CONSULTANT the completed or partially completed plans, information, data, reports, estimates, summaries, materials, or other documents which, if performance had been properly completed,would be furnished to CONSULTANT. Subconsultant shall continue performance of such part of the Services which are not terminated by the Notice of Termination. CONSULTANT shall pay Subconsultant for Services properly performed, which shall include costs and expenses reimbursable in accordance with the Terms of this Agreement incurred prior to the effective date specified in the Notice of Termination. In the event of a termination for convenience, CONSULTANT shall also reimburse Subconsultant for any reasonable costs and expenses necessary resulting from the termination, to the extent that such amounts are actually recovered from Client. D. In the event of termination for default, Subconsultant shall be liable to CONSULTANT for all cost and expense incurred in order to complete the Services, 4. Confidentiality Subconsultant hereby agrees that all information provided by CONSULTANT pursuant to the work and Services hereunder shall be considered confidential and proprietary,and shall not be reproduced, transmitted, used or disclosed by the Subconsultant without the written consent of CONSULTANT, except as may be necessary for the non-disclosing party to fulfill its obligations hereunder;provided that the limitation shall not apply to any information or portion thereof, which is within the public domain at the time of its disclosure. The requirements of this provision shall survive the completion or termination of this Agreement. 5. Ownership and Reuse of Documents All non-proprietary data, information, reports, drawings, renderings, or other documents, data or materials prepared by Subconsultant under this Agreement shall become the property of CONSULTANT or the Client if imposed by the Prime Contract, whether or not the work covered thereby is executed; provided that Subconsultant may retain a record copy for its files. 6. Relationship The legal relationship of Subconsultant to CONSULTANT hereunder shall be that of an independent contractor and not that of an agent, employee or joint venturer. 7. Examination of Records If the Services performed by Subconsultant hereunder are in support of any government contract or program, or under a cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subconsultant shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally recognized accounting methods and permit inspection by CONSULTANT or the Client,or the authorized representatives of either of them at mutually convenient times, or the Comptroller General of the United States or any of his authorized representatives. 8. Compliance with Laws A. Subconsultant shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and orders in effect throughout the term of this Agreement, including,but not limited to Executive Order No. 11246 of September 24, 1965, as amended (regarding Equal Employment Opportunity), and the orders of the Secretary of Labor pursuant thereto. B. No Party to this agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity which is 1) illegal under any applicable laws or regulations, or 2) would have the effect of causing CONSULTANT or its subsidiaries or affiliates to be in violation of the U.S. Foreign Corrupt Practices Act. C. In connection with this agreement,no party shall give,offer, promise, or authorize,directly or indirectly; anything of value to 1) an official or employee of any government, state-owned enterprise,international organization or any subdivisions,agents or advisors thereto,whether paid or unpaid (any such person referred to collectively as "Official"), including the government(s) of the territories in which work will be performed hereunder; or 2) any person(s)or party(s)while knowing or having reason to know that such thing of value is to be given, offered or promised to an Official in order to: i. influence any official act or decision, or; ii. induce an Official to use his or her influence to affect a decision of any government or international organization, or; iii. assist the Parties hereto in obtaining or retaining business, or in directing business to any person, or; iv. to obtain an unfair advantage for the Parties in any respect. D. In connection with this Agreement, no Party shall make a contribution to any political party or candidate for office on behalf of or associated with the Parties or in connection with the purpose of this agreement. E. Subconsultant shall not retain or engage a third party to carry out sales or marketing obligations in connection with the scope of this Agreement without obtaining CONSULTANT's prior written consent. CONSULTANT reserves the right in its sole discretion to reject a request to engage or retain any such third party. F. Subconsultant hereby covenants that no officer, director, owners, principal shareholder, family members thereof, agent, representative or employee of Subconsultant is an Official and that Subconsultant shall not employ any Official during the term of this Agreement. Subconsultant further covenants that no Official is deriving any benefit, directly or indirectly, from this Agreement. G. In no case shall CONSULTANT be obligated to take any action or make any payment to Subconsultant that would cause CONSULTANT to suffer a penalty or contravene applicable laws or regulations, including but not limited to the laws of the territories in which work will be performed and those of the United States. H. If Subconsultant breaches any of the covenants contained in this section, CONSULTANT shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing or claimed by Subconsultant hereunder. In such instance, Subconsultant shall indemnify CONSULTANT for any penalties, losses and expenses resulting from such breach of the provisions of this section. 9. Insurance A. Without limiting Subconsultant's indemnification obligations, Subconsultant shall provide,pay for, and maintain in force at all time during the performance of the services insurance to protect itself, CONSULTANT, and the Client from claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury to or destruction of property, including loss of use thereof; and from claims arising out of the performance of professional services, or as a consequence thereof, caused by error, omission, or negligent act for which Subconsultant, its employees, agents, Subconsultants, and material suppliers, or the invitees of any of them, may be responsible. B. Subconsultant shall provide, pay for, and maintain in force at all times during the performance of the Services insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract does not contain any insurance requirements,or to the extent such insurance requirements contained in the Prime Contract are less than the following insurance requirements, Subconsultant shall provide,pay for,and maintain the following minimum insurance: Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for loss of or damage to property with combined single limit of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. ii. Automobile Public Liability Insurance with a minimum one million dollars ($1,000,000.00) per occurrence coverage for both bodily injury and property damage. iii. Excess / Umbrella insurance following the form of the policies in (i) and (ii) above may be used to satisfy the limits set forth therein. iv. Workers' Compensation Insurance as may be required by all state and federal workers' compensation acts, the Federal Longshoremen's and Harbor Workers' I I I Compensation Act, the Outer Continental Shelf Act and such other acts as may be applicable to the Services. v. Employers' Liability Insurance with amounts required by law or one million dollars ($1,000,000) whichever is greater. vi. Professional Liability Insurance with limits of liability not less than two million dollars ($2,000,000.00) per claim and in the aggregate. vii. If the Services are to be performed within 50 feet from any railroad, Subconsultant shall obtain and present to CONSULTANT before the commencement of the Services a CG 2417 endorsement for its Commercial General Liability coverage. Such endorsement shall list CONSULTANT and the Client as additional insureds. viii. Subconsultant shall name CONSULTANT and the Client as additional insured on insurance policies identified in(i)and(ii)above on a primary and non-contributory to any and all other insurance of CONSULTANT or Client ix, Except for Professional Liability Insurance the Subconsultant and its lower tier subcontractors and their respective insurance policies shall waive subrogation against CONSULTANT and the Client C. If any coverage is carried on a claims-made basis, the (i) retroactive date shall be noted on the Certificate of Insurance and shall be prior to or the day of the commencement of Subconsultant's Services under this Agreement and (ii) evidence of coverage shall be provided for five years beyond expiration of this Agreement, or such time as may be required by the Prime Contract, whichever is longer. D. Subconsultant shall submit to CONSULTANT certificates of insurance evidencing such policies upon the signing of this Subcontract. CONSULTANT shall be given thirty(30)days notice prior to cancellation or material change in policy coverage. Failure to provide the certificates of insurance or the notice of cancellation required herein will be a material breach of this Agreement, subject to termination and other remedies as set forth in this Agreement and available by law. E. Subconsultant shall also require its subcontractors, if any, who will perform any of the Services to procure and maintain the amounts and types of insurance specified above, inclusive of all endorsements. 10. Indemnity Notwithstanding any provision of this Agreement to the contrary, Subconsultant agrees to defend,indemnify,and hold harmless CONSULTANT and the Client from and against all claims, demands, damages, losses, costs, expenses (including attorneys' fees), fines, or penalties arising out of, related to, or as a consequence of, or alleged to arise out of, relate to, or be a consequence of any act, error, or omission to act on the part of the Subconsultant or its employees, agents, or independent contractors, or the invitees of any of them. 11. Remedies The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by CONSULTANT of any provision hereunder or a breach thereof by Subconsultant,shaft not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect. 12. Severability In the event that any term or provision of this Agreement is held to be illegal, invalid,or unenforceable under the laws, regulations or ordinances of any federal, state, or other government to which this Agreement is subject, such term or provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and continue in full force. 13. Notices All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested; or sent by facsimile or email and also confirmed by registered mail, postage prepaid and return receipt requested, addressed as set forth below,or to such other address as may be designated by notice given as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein. CONSULTANT: LOCKWOOD,ANDREWS, & NEWNAM, COMPANY 2925 Briarpark Drive, Suite 400 Houston,TX 77042 Attention: Muhammad Ali, PE SUBCONSULTANT: MBCO ENGINEERING 13111 Westheimer Rd., Suite 307 Houston, Texas 77077 Attention: 14. Modification This Agreement may only be modified by a written amendment hereto, duly executed by both parties. 15. Successors and Assignment Subconsultant binds itself, its successors, assigns, and legal representatives to CONSULTANT with respect to all of the covenants of this Agreement and further agrees that it shall not sell,assign,transfer, mortgage, pledge or in any manner encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of CONSULTANT. In the event that Subconsultant violates the foregoing prohibition; or in the event that Subconsultant without the prior written consent of CONSULTANT,which consent shall not be unreasonably withheld,sells,assigns,transfers,mortgages, pledges or in any manner encumbers,except as security for credit agreements,all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its ownership, CONSULTANT shall be entitled, at its sole option: 1. To require the Subconsultant's successor to continue to perform under this Agreement and to continue to satisfactorily fulfill Subconsultant's obligations under this Agreement; or 2. To terminate this Agreement. In such case Subconsultant shall be responsible for any and all liabilities arising from such termination. In the event that CONSULTANT replaces Subconsultant with another consultant after such termination, Subconsultant shall be responsible for any and all costs,expenses and liabilities arising from such substitution. In any event, Subconsultant shall remain liable for any and all work product or services provided by it prior to the termination. 16. Governing Laws Unless otherwise specified herein, this Agreement shall be governed by the law that governs the Prime Contract. In the event that the Prime Contract is silent regarding the governing law, this Agreement shall be governed by the law of the state where the Project is located. 17. Professional Registration If the Services under this Agreement involve the production of documents or drawings that require signing or sealing by a registered professional, Subconsultant warrants that it has a qualified person assigned to this Project who is registered in the State(s)of Texas and that such person shall sign and/or seal the documents or drawings. 18. Extent of Agreement This Agreement contains all of the promises, representations and understandings of the parties hereto and supersedes any previous understandings,commitments,proposals or agreements,whether oral or written, and may only be modified as set forth herein. Appendix "A" Services to be Provided by the Subconsultant The Engineer shall be responsible for identifying and delineating temporary construction easements in areas outside the City's Right-of-Way(ROW). The Engineer shall secure right-of-entry to private property for the purpose of performing any surveying and/or soil boring activities. In pursuance of the City's policy with the general public, the Engineer shall not commit acts resulting in damages to private property and the Engineer shall make every effort to comply with the wishes and address the concerns of private property owners. A. Data Collection. The Engineer shall collect, review, and evaluate data described below. The Engineer shall notify the City in writing whenever the Engineer finds disagreement with the information or documents. a. Data, if available, from the City or State, including ROW maps B. Preliminary Engineering Report (PER) a. Submit Draft Report containing i. Alignment and Topographic Surveys in accordance with TxDOT standards ii. Preliminary parcel map: 1. Existing easements and right of way 2. Proposed easements and right of way 3. Requirements with Owner's information 4. Parcel Owner's information 5. Existing improvements 6. Existing permanent improvements within 25 feet of proposed ROW C. Right-of-Way Map. The Engineer shall prepare a ROW map and shall be responsible for QA/QC of any mapping products. The mapping products shall conform to the current TxDOT Houston District Standards and shall be checked using the current Houston District checklists. A ROW map shall include a title sheet, an index sheet, a survey control index sheet, a horizontal and vertical control data sheet, and sufficient plan sheets to cover the proposed project. The Engineer shall obtain abstract information, prepare an abstract map, establish the location of existing right of way, prepare final ROW map and prepare parcel plats and metes and bounds descriptions for up to 40 parcels. 1. ROW Mapping Tasks a. Research property ownership b. Catalog deeds provided by abstracting company c. Obtain right of entry approvals from City/Engineer d. Prepare abstract map e. Recover and verify control (FC 150) f. Recover and tie right-of-way monuments g. Recover and tie front and back property corners h. Prepare right-of-way maps (up to 40 parcels) i. Monument existing right-of-way j. Monument proposed right-of-way(up to 40 parcels) 2. Submittals a. An Abstract Map of the current record title holders. b. A Preliminary Map showing the proposed schematic and existing right-of-way. c. A ROW map for the project limits under cover of Title Sheet, Index Sheet, Control Data Sheet, and Exhibits of the property descriptions and parcel plats. d. Appropriate monuments on the proposed ROW lines at intersecting property lines, and at all PCs, PTs, angle points, intersecting right-of-way lines of side streets, and at 1,500 foot stations. e. Appropriate monuments on the existing ROW lines in areas of no acquisition at all PCs, PTs, angle points, and 1,500 foot stations, and as directed by the city and TxDOT. f. A Surveyor's report outlining the approach, reasons or basis for the existing ROW determination, and conclusions made. 3. Definitions a. Abstract Map—A drawing to scale depicting proposed ROW lines, existing ROW lines, easement lines, and private property lines with relevant grantee names. recording data, and recording dates. b. Area Calculation Sheet—A computer generated print-out of the area and the perimeter bearings, distances, curve data, and coordinates of an individual parcel of land to be acquired. c. Access Denial Line—A line which indicates specific location where access to the roadway is denied. d. Property Descriptions—A written metes and bounds description delineating the area and the boundary and describing the location of an individual parcel of land unique to all other parcels of land. e. Owner—The most current title holder of record as determined by a study of the Real Property Records. f. Parcel Plat—An 8 1/2 inch by 11 inch drawing to scale depicting all the information shown on the ROW map regarding an individual parcel of land to be acquired. g. Parent Tract—A unit or contiguous units of land under one ownership, comprising a single marketable tract of land consistent with the principle of highest and best use. A parent tract may be described by a single instrument or several instruments. A single parent tract cannot be severed by a public ROW, easement, or separate ownership that destroys unity of use. h. Parent Tract Inset—A small line drawing to an appropriate scale of the parent tract perimeter placed upon the ROW map in the proximity of the respective parcel. Parent tract insets are used in cases where the parent tract cannot be shown to the same scale as the ROW map. Since parent tract insets are used to identify the limits and location of parent tracts, they shall include public ROW, utility easements and fee strips, and identifiable water courses which bound the parent tract. i. Point of Beginning (P.O.B.)—A corner of the parcel of land to be acquired, located on the proposed right-of-way line, and being the beginning terminus of the first course of the property description. j. Point of Commencing (P.O.C.)—A monumented property corner which can be identified in the Real Property Records and is located outside the proposed right-of-way corridor. For title purposes, the point of commencing shall be a monumented back corner of the parent tract. In the event a monumented back corner of the parent tract cannot be recovered, the nearest identifiable monumented property corner located outside the proposed ROW corridor may be used. k. Preliminary ROW Layout—A drawing to scale depicting proposed ROW lines; existing ROW lines; proposed pavement; access denial lines; proposed centerline alignment; private property lines; easement lines; visible improvements; visible utilities; and the station and offset from the centerline alignment to each Point of Curvature (PC), Point of Tangency(PT), and angle point in the proposed right-of-way lines and to each PC, PT, and angle point in the existing ROW lines in areas of no proposed acquisition. I. ROW Maps—A series of 22 inch by 34 inch drawings to scale depicting the results of relevant elements of records research, field work, analysis, computation, and map making required to determine title, delineate areas and boundaries, locate and describe utilities and improvements to the extent necessary to appraise the value, and negotiate the acquisition of individual parcels of private land for a proposed ROW project. D. Procedure 1. Abstract Map. The Engineer shall prepare an abstract map sufficient to determine the following information. a. Any and all interests of public record held in the land to be acquired. b. The total record holdings of an Owner contiguous to land to be acquired from that Owner. c. Any and all interests in land to be acquired held in common (shopping mall parking lots, subdivision reserves, etc.). d. Any and all improvements proposed by other agencies that may have a bearing on project development. e. All called monuments, bearings, and distances as per recorded information. 2. Right-of-Way Map. The Engineer shall field locate property corners, existing right-of-way markers, improvements, visible utilities, and verify and update the planimetric file, if provided. TxDOT has developed standard title sheets, index sheets, and plan sheets, copies of which the Engineer shall request and secure from the City and TxDOT. By mutual agreement between the Texas Board of Professional Land Surveying and the State, right-of-way maps need not be signed and sealed by a Registered Professional Land Surveyor. Plan sheets shall include, but not limited to, the following items of information. a. Proposed right-of-way lines shall be delineated with appropriate bearings, distances, and curve data. Curve data shall include the radius, delta angle, arc length, and long chord bearing and distance. b. Existing right-of-way lines shall be delineated with appropriate bearings, distances, and curve data to the extent necessary to describe the individual parcels of land to be acquired. Curve data shall include the radius, delta angle, arc length, and long chord bearing and distance. c. The proposed project baseline alignment shall be delineated with appropriate bearings, distances, and curve data. Curve data shall include the station of the curve Point of Intersection (PI), radius, delta angle, arc length, tangent length, long chord bearing and distance, and the N and E coordinates of the curve PI. All alignment PCs, PTs, and even 500-foot stations shall be labeled as to station. d. Proposed paving lines combined with relevant existing paving lines shall be shown to the extent necessary to compile a complete picture of proposed traffic movements. Proposed paving on the final mylars submitted to the City shall be shaded with a dot pattern or highlighted by some other means acceptable to the City. e. Access denial lines shall be shown sufficiently to indicate areas where access is to be denied and where access is to be permitted. f. Private property lines shall be delineated with appropriate bearings, distances, and curve data to the extent necessary to describe the individual parcels of land to be acquired. Curve data shall include the radius, delta angle, arc length, and long chord bearing and distance. g. League lines and survey lines shall be shown and identified by name and abstract number. h. County lines and city limit lines shall be located and identified by name. A north arrow shall be shown on each sheet and located in the upper right corner of the sheet. j. Monumentation set or found shall be shown and described as to material and size. k. A station and offset shall be shown for each PC, PT, and angle point in the proposed right-of-way lines. Stations and offsets shall be with respect to the proposed centerline alignment. Intersecting and adjoining public right-of-ways shall be shown and identified by name, right-of-way width, and recording data. m. Railroads shall be shown and identified by name, right-of-way width, and recording data. n. Utility corridors shall be identified as to easement or fee. o. Easements and fee strips shall be shown and identified by width, Owner, and recording data. p. Building lines or set-back lines shall be shown and identified. q. Visible improvements located within the proposed right-of-way corridor or within 50 feet of a proposed right-of-way line shall be shown and identified. r. Structures shall be identified as commercial or residential, by number of stories, and by type (brick, wood frame, etc.). s. Structures severed by a proposed right-of-way line shall be dimensioned to the extent necessary to completely delineate the severed parts. t. Parking areas, billboards, and other on-premise signs severed by a proposed right-of-way line shall be dimensioned to the extent necessary to delineate that portion of the parking area, billboard, or sign located within the proposed right-of-way corridor. u. In cases where structures are located outside the proposed right-of-way corridor and within 10 feet of a proposed right-of-way line, the shortest distance between the structure and the proposed right-of-way line shall be shown. v. If the structure is an element of the planimetric furnished to the Engineer by the City, the Engineer may snap to the structure to determine the shortest distance to the proposed right-of-way line. However, if the distance is less than 3 feet, it shall be field verified. w. Visible utilities located within the proposed right-of-way corridor or within 50 feet of a proposed right-of-way line shall be shown and identified. x. The location of underground fuel storage tanks situated within the proposed right-of-way corridor or within 50 feet of a proposed right-of-way line shall be determined and shown. The visible location of vents and filler caps in conjunction with available design and as- built Drawings may be used to determine a most probable location in the event an actual location is indeterminable. y. Points of commencing and points of beginning shall be shown and labeled. Points of beginning shall be shown with their respective N and E surface coordinates. As an exception, a point of commencing will not be required in the case of a total taking without a remainder. z. Each parcel of land to be acquired shall be identified by a parcel number that shall appear in the ownership tabulation and on the right-of-way map in the proximity of the respective parcel. If the engineer is unfamiliar with the criteria used by the City to assign parcel numbers, the Engineer shall seek the assistance of the City at the time the abstract map is complete. aa. An ownership tabulation shall be shown that includes the parcel number, existing area of the parent tract, lot(s) and block(s) constituting the parent tract when applicable, Owner's name, type of conveyance, film code, County Clerk's file number, taking area, and remaining area of the parent tract located left and right of the centerline alignment. Types of conveyance, film code, and file numbers refer to conveyances into the City and shall be added to the right-of-way map by the City at a later date. Several blank lines shall be provided in the tabulation block to facilitate future map additions. bb. A parent tract inset shall be shown for each parent tract which cannot be shown to scale on the right-of-way map. The use of broken scale lines shall be avoided. When parent tract insets are used, the point of commencing with the appropriate bearing and distance to the point of beginning may be shown on the parent tract inset. cc. A note shall be included on the title sheet and each map sheet stating the source of bearings, coordinates, and datum used. dd. Appropriate notes shall be included on the title sheet and each map sheet stating the month(s) and year abstracting upon which the map is based, month(s) and year field surveys were conducted upon which the map is based, and month and year the map was completed by the Engineer. ee. The right-of-way CSJ number, if available, shall be shown on each right-of-way map sheet. 3. Exhibits. The Engineer shall prepare a property description and a parcel plat for each parcel or tract. a. Property Description. The Engineer shall prepare a property description for each parcel of land to be acquired. TxDOT has developed standard formats for property descriptions, copies of which the Engineer shall request and secure. All property descriptions shall be signed and sealed by a Registered Professional Land Surveyor. Property descriptions shall include a general description, but not limited to, the following items of information. 1. State, County, and Survey within which the proposed parcel of land to be acquired is located. 2. A reference to unrecorded and recorded subdivisions by name, lot, block, and recording data to the extent applicable. 3. A reference by name to the grantor and grantee, date and recording data of the most current instrument(s) of conveyance describing the parent tract. It is the preference of the City to use execution dates in deed references as opposed to recording or filing dates. In any case, the property description shall make clear which date is being used. 4. The property description shall continue with a metes and bounds description which shall include the following. 5. A point of commencing. 6. A point of beginning with the appropriate N and E surface coordinates. 7. A series of courses, identified by number and proceeding in a clockwise direction, describing the perimeter of the parcel of land to be acquired and delineated with appropriate bearings, distances, and curve data. 8. Curve data shall include the radius, delta angle, arc length, and long chord bearing and distance. 9. Each course shall be identified either as a proposed right-of-way line and existing right-of-way line, or a property line of the parent tract. Each property line of the parent tract shall be described with an appropriate adjoiner call. 10. A description of all monumentation set or found shall include size and material. 11. A reference to the source of bearings, coordinates, and datum used. b. Parcel Plat. The Engineer shall prepare a parcel plat for each parcel of land to be acquired. TxDOT has developed standard formats for parcel plats, copies of which the Engineer shall request and secure. Parcel plats shall include each and every item of information shown on the right-of-way map that concerns the individual parcel. All parcel plats shall be signed and sealed by a Registered Professional Land Surveyor. E. Adherence to Standards. For purposes of clarity, consistency, and ease of understanding, the City, as an acquiring agency of private property for public use, has adopted standards and formats for right-of-way mapping that have proven to facilitate the processes of negotiation, appraisal, relocation assistance, and condemnation. The Engineer shall adhere to these standards and formats to every extent possible to ensure that the needs of the City are met. F. General Specifications. The Engineer shall apply the following general Specifications for right-of-way mapping. 1. Completed right-of-way maps shall be submitted to the City on single or double matte mylar, 22 inches by 34 inches in size with a 21 inch by 32 inch printed border positioned '/I inch from the top, bottom, and right edge of the sheet. 2. Parcel plats shall be submitted to the City on 8 '/2 inch by 11 inch bond paper with respective borders of 7 '/2 inches by 10 inches. positioned 'A inch from the top, bottom, and right edge of the sheet. Match lines shall be used where more than one sheet is required. 3. Right-of-way maps shall be drawn to a scale of 1 inch = 50 feet. An appropriate scale other than 1 inch = 50 feet may be used on some proposed right-of-way projects upon prior approval by the City. 4. Since right-of-way maps are reduced in size by one-half for archiving purposes, the smallest size lettering acceptable on a right-of-way map shall be 1/10 of one inch (Leroy #100). A right-of-way map containing any lettering smaller than 1/10 of one inch will not be accepted by the City. 5. Parcel plats shall be drawn to a preferred scale of 1 inch = 50 feet. An appropriate scale other than 1 inch = 50 feet may be used on some proposed right-of-way projects upon prior approval by the City. In the case of a very large parcel that would be difficult to show with clarity on a single 8 '/2 inch by 11 inch sheet, the Engineer shall use multiple 8 '/ inch by 11 inch sheets with matching lines. 6. The smallest size lettering acceptable on a parcel plat shall be 0.06 of an inch (Leroy #100) 7. Property descriptions shall be submitted on 8 'A inch by 11 inch bond paper. 8. The City has encountered a number of mylar products considered unacceptable. The Engineer shall confer with the City regarding mylar products he intends to use that have not been previously used on City projects. 9. Zip-A-Tone or other similar stick-on products shall not be used on right-of-way maps or parcel plats. G. General Requirements. The Engineer shall apply the following general requirements. 1. Copies of instruments of record submitted to the City shall be indexed by parcel number. 2. Coordinates appearing on right-of-way maps, on parcel plats, and in property descriptions shall be surface coordinates based on the Texas State Plane Coordinate System. The combined adjustment factors (sea level factor x scale factor) developed by the State for its use are as follows: a. In Harris, Galveston, Fort Bend, Brazoria, and Waller Counties (South Central Zone). grid coordinates are multiplied by a combined adjustment 1.00013 to obtain surface coordinates. 3. Line and curve tables may be used when necessary. 4. The number of centerline alignment stations to be shown on a single plan sheet shall be restricted to the extent necessary to allow approximately 4 inches between match lines and sheet borders for future details and notes. 5. A minimum 4 inch by 4 inch space shall be reserved at the bottom right corner of each map sheet for future revision notes. FIELD SURVEYING (Function Code 150) A. Field Surveying. The Engineer shall verify the benchmark coordinates and establish the horizontal and vertical control for the project. The Engineer shall provide supplemental field surveying services necessary to verify the Digital Terrain Model (DTM), produce topographic maps, establish the project baseline on the ground, locate and tie existing utilities to the project baseline, to tie the soil boring locations, and update topography. Coordinate geometry shall be based on and tied into State plane surface coordinate system. The Engineer shall prepare the following baseline and GPS surveys. 1. Determine Project Baseline. The project base line must be coincidental with, or parallel to, the stationed "Design Center Line." Base line control points shall be established using 15M(ASTM) (5/8 inch) iron rods, 36 inches long, at P.C.' s, P.I.'s and P.T.'s of horizontal curves and at 1000 feet maximum intervals on tangents. Baseline control points shall be offset with set iron rods on both sides near the existing ROW lines at a measured distance. If available, coordinate to field tie to the Project baseline set by adjacent Engineers for consistency and accuracy. 2. Horizontal and Vertical GPS Surveys. The coordinate location and/or elevation of center panel points based on GPS surveys conducted by the Surveyor shall meet standards of accuracy as set forth below. Reference may be made to standards of accuracy for First Authorization surveys as described in the Federal Geodetic Control Committee publication entitled Geometric Geodetic Accuracy Standards and Specifications for Using GPS Relative Positioning Techniques, reprinted with corrections August 1, 1989. The accuracy standard at the 95 percent confidence level for First Authorization Surveys may be calculated using the formula Error! Objects cannot be created from editing field codes.Errorl Objects cannot be created from editing field codes.Errorl Objects cannot be created from editing field codes.where, s = maximum allowable error in centimeters d= distance in kilometers between any two stations p= the minimum geometric relative position accuracy standard in parts per million (10 ppm) e= base error in centimeters (1.0 cm.) B. Datum. All coordinates shall be based on the North American datum (NAD) 83 (2001 Adjustment). All elevations shall be based on the North American vertical datum (NAVD) of 1988. All traverses conducted by the Surveyor shall be tied to the National Geodetic Survey system, either directly or indirectly. The Surveyor shall make sufficient measurements to existing National Geodetic Survey monuments to assess the angular, horizontal and vertical closure of each traverse to the extent applicable. The Surveyor shall make sufficient measurements to monuments established by the State to assess the angular, horizontal and vertical closure of each traverse to the extent applicable. All monuments established by the State for purposes of aerial photography control are based on the National Geodetic Survey system. The surveyor shall locate previously set benchmarks established by State (State Datum); establish benchmark circuit (run levels) throughout the Project; establish additional benchmarks at intervals not to exceed 1,000 feet for the limits of the Project; and tie benchmarks (station/offset) to Project baseline. Benchmarks shall be 20M (ASTM) (3/4-inch) diameter, 48 inches long, located near the existing ROW line at a measured distance. All benchmark circuits shall be tied to the State's elevation datum. The surveyor shall perform the benchmark circuits in accordance with good surveying practices. The Surveyor shall verify the closure and submit adjustments to State for approval prior to beginning the field surveys. The Surveyor shall provide 8 1/2" x 11" location sketches of horizontal and vertical benchmarks. The Surveyor shall provide 11' x 17" overall sketch showing bearings and distances between control monuments (benchmarks) and tied benchmarks (i.e. HCFCD, TSARP, FEMA, GPS points, etc.) These sketches shall be signed, sealed and dated by a Registered Professional Land Surveyor (RPLS). C. Horizontal Ground Control. The coordinate location of the traverse points shall be based on traverses conducted by the Surveyor meeting standards of accuracy as set forth below. Reference may be made to standards of accuracy for Second Order, Class II, horizontal control traverses as described in the latest edition Federal Geodetic Control Committee publication entitled Standards and Specifications for Geodetic Control Networks. 1. Azimuth closure shall not exceed 4.5 seconds times the square root of the number of traverse segments. 2. Position closure after azimuth adjustment shall not exceed 1 in 20,000. 3. In cases where a traverse approaches but does not entirely meet these standards of accuracy and the Surveyor has assured itself that gross errors, mistakes, and blunders have been eliminated, the Surveyor shall submit the traverse data to the City for further review. The City will make a determination as to the acceptability of the traverse as an exception to the standard and notify the Surveyor accordingly. D. Vertical Ground Control. Elevations established on the benchmarks shall be conducted by the Surveyor meeting standards of accuracy as set forth below. Reference may be made to standards of accuracy for third order vertical control traverses as described in the latest edition of the Federal Geodetic Control Committee publication entitled Standards and Specifications for Geodetic Control Networks. 1. Vertical closure shall not exceed 0.05 feet times the square root of the distance in miles. 2. In case where a traverse approaches but does not entirely meet these standards of accuracy and the Surveyor has assured itself that errors have been eliminated, the Surveyor shall submit the traverse data to the City for review. The City will make a determination as to the acceptability of the traverse as an exception to the standard, and the City will notify the Surveyor accordingly. 3. Document field work and submit field data to the City. E. Survey Control Index Sheets and Horizontal and Vertical Control Sheets. The Surveyor shall prepare a Survey Control Index Sheet and a Horizontal and Vertical Control Sheet, signed, sealed, and dated by the professional engineer in direct responsible charge of the surveying and the responsible Registered Professional Land Surveyor(RPLS)for insertion into the plan set. The Survey Control Index Sheet shows an overall view of the project control and the relationship or primary monumentation and control used in the preparation of the project; whereas, the Horizontal and Vertical Control sheet identifies the primary survey control and the survey control monumentation used in the preparation of the project. Both the Survey Control Index Sheet and the Horizontal and Vertical Control Sheet should be used in conjunction with each other. The following information should be shown on the Survey Control Index Sheet. 1. Overall view of the project and primary control monuments set for control of the project 2. Identification of the control points 3. Baseline and/or centerline 4. Graphic (Bar) Scale 5. North Arrow 6. Placement of note "The survey control information has been accepted and incorporated into this PS&E"signed, sealed, and dated by a Texas Professional Engineer 7. RPLS signature, seal, and date The following information should be shown on the Horizontal and Vertical Control Sheet. 1. Location for each control point showing baseline and/or centerline alignment and North arrow 2. Station and offset(with respect to the baseline or centerline alignments) of each identified control point 3. Basis of Datum for horizontal control (base control monument/benchmark name/number and datum) 4. Basis of Datum for the vertical control (base control monument, benchmark name, number, and datum) 5. Date of current adjustment of the datum 6. Monumentation set for Control (Description, District name/number, and Location ties) 7. Surface Adjustment Factor and unit of measurement 8. Coordinates (SPC Zone and surface or grid) 9. Relevant metadata 10. Graphic (Bar) Scale 11. Placement of note"The survey control information has been accepted and incorporated into this PS&E"signed, sealed, and dated by a Texas Professional Engineer 12. RPLS signature, seal, and date 13. City title block containing District Name, County, Highway No., and CSJ The Surveyor shall include the following information. 1. Profile and cross section intersecting streets and driveways (to 50 feet outside ROW for driveways, and 200 feet for intersecting streets and 500 feet for intersecting streets greater than two lanes wide) for tie into project. 2. Cross section drainage channels for a distance of 200 feet each way outside the ROW lines for Clear Creek, Town Ditch, and Hickory Slough. Cross sections shall not exceed 100 feet intervals and shall be taken at right angles to the channels. The width of the cross sections shall cover the top of the channel over bank extending at least 50 feet beyond. Cross section data shall include flow line of the channel. 3. Obtain a topographic survey of a proposed detention pond (4 possible sights) mentioned on page 29 on the Mykawa Road Expansion PER dated December 2007. 4. Secure right-of-entry(short of litigation), as needed for the project and the Engineer shall not commit acts which shall result in damages to private property and the Engineer shall make every effort to comply with the wishes and address the concerns of private property owners. 5. Tie to existing underground and overhead utilities (location, elevation, size and direction). 6. ROW staking for additional field topography related to design work. 7. Determine any changes in topography from outdated maps due to development, erosion, etc. 8. Determine type of existing material, existing pavements, etc. 9. Obtain profiles of existing drainage facilities. 10. Obtain measurement of hydraulic opening under existing bridges. 11. Obtain top of manhole and flowline elevations, type and size, etc. of manholes, inlets, and valves of utilities. 12. Provide temporary signs, traffic control, flags, safety equipment, etc. and obtain necessary permits. 13. Obtain ties to existing bridges or culverts that may conflict with new construction. 14. Obtain line (PGL) and the edges of slab at bent location. 15. Tie down soil boring locations by station, offset and surface elevation (Approximately 44 Borings). 16. Perform datum ties as required (HCFCD, COH, FEMA, etc.). If required, establish an elevation base on the State's datum to other public entities published benchmarks. 17. The Surveyor shall control traffic in and near surveying operations adequately to comply with the latest edition of the Texas Manual on Uniform Traffic Control Devices. In the event field personnel must divert traffic or close traveled lanes, a Traffic Control Plan shall be prepared by the Engineer's surveyor and approved by the State prior to commencement of field work. A copy of the approved plans shall be in the possession of field personnel on the job site at all times and shall be made available to State personnel upon request. 18. All standards, procedures and equipment used by the Surveyor shall be such that the results of survey shall be in accordance with Board Rule 663.15, as promulgated by the Texas Board of Professional Land Surveyors. 19. If at any time during the contract period, the Surveyor encounters unforeseen circumstances which may materially affect the scope, complexity or character of the work authorized by the State, the Surveyor shall notify the State in writing immediately with a complete description of the circumstances encountered. F. Digital Planimetric Mapping (DGN) and Digital Terrain Modeling (DTM). 1. The Surveyor shall prepare DGN files covering the specific work location meeting the City's standards and specifications. 2. The Surveyor shall prepare DTM files covering the specific work location meeting the City's standards and specifications. 3. The Surveyor shall provide DGN and DTM files on a medium and in a format acceptable to the City. 4. The State's Photogrammetry Mapping Legend as supplemented by the Surveyor G. Surveying.All surveys shall meet or exceed the standards set in the Professional Land Surveying Practices Act, the General Rules of Procedures and Practices promulgated by the Texas Board of Professional Land Surveying (TBPLS), and the TxDOT Survey Manual, latest edition, and shall be accomplished in an organized and professional manner, subject to the approval of the City. The Surveyor shall use the State's ROW Vol. 1 - Procedures Preliminary to Release, (online at: http.//onlinemanuals.txdotAov/txdotmanuals/ppr/index.htm)and the TxDOT Survey Manual as the basis for the format and preparation of all right-of-way documents produced, including ROW maps, property descriptions (including parcel plats), and other ROW work products, unless otherwise specified by the City. The Surveyor shall use the North American Datum of 1983 (NAD83), Texas Coordinate System of 1983 (State Plane Coordinates), applicable to the zone or zones in which the work is performed, with values in U.S. Survey Feet, as the basis for all horizontal coordinates derived, unless otherwise directed by the City. The Surveyor shall use the datum adjustment currently in use by the City and the State unless otherwise specified. Project or surface coordinates shall be calculated by applying a Combined Adjustment Factor (CAF)to State Plane Coordinate values. The City may direct the Surveyor to use a specific CAF for a project to: a) match existing or ongoing projects. b) conform to a county-wide surface adjustment factor, or c) be calculated specifically for the project area. Elevations shall be based on the North American Vertical Datum 88 (NAVD88), unless otherwise specified by the City. All Global Positioning System (GPS) work, whether primary control surveys or other, shall meet or exceed the current TxDOT Survey Manual to the order of accuracy specified in the categories listed below or in a work authorization. If the order of accuracy is not specified in this Contract or in a work authorization, the work shall meet or exceed the order of accuracy specified in the publications listed in this paragraph. All conventional horizontal and vertical control surveys must meet or exceed the TxDOT Survey Manual and the Texas Society of Professional Surveyors (TSPS) Manual of Practice for Land Surveying in the State of Texas, latest edition, to the order of accuracy specified, and in the categories listed below or in a work authorization. If the order of accuracy is not specified in this Contract or in a work authorization, the work shall meet or exceed the order of accuracy specified in the publications listed in this paragraph. In order to ensure accuracy and accountability of the services provided under this Contract, the City may require the Surveyor to certify work performed under this Contract as true and correct according to FGCS standards, the TxDOT Survey Manual or the TSPS Manual of Practice for Land Surveying in the State of Texas, as may be applicable. The Surveyor shall provide temporary signing and traffic control in and around survey operations; the signing and traffic control shall comply with provisions of the Texas Manual of Uniform Traffic Control Devices (TMUTCD). All signs, flags and safety equipment shall be provided by the Surveyor. The Surveyor shall notify the City at least five working days in advance of any lane closures. The Surveyor shall provide all personnel, equipment, and materials necessary for the performance of the activities required by this agreement or by any work authorization. The Surveyor shall provide Survey Data (original and processed) to the City on a compact disk or other approved medium. The Survey Data must be fully compatible with the City's computer system and with programs in use by the City at the time of the submission, without further modification or conversion. The current program formats used by the City are Microsoft Office Word for word processing, MicroStation V8i, GEOPAK Survey for graphics applications, and ArcGIS for its Geo- Database platform. Data collection programs shall be compatible with the current import formats allowed by GEOPAK Survey and be attributed with current Feature Codes. These programs may be replaced at the discretion of the City. Variations from these software applications or other requirements listed above shall only be allowed if requested in writing by the Surveyor and approved by the City. The Surveyor shall perform Quality Control/Quality Assurance on all procedures, field surveys, data, and products prior to delivery to the City. The City may also require the Surveyor to review the survey work performed by other surveyors. If, at any time, during the course of reviewing a submittal of any item, it becomes apparent to the City that the submittal contains errors, omissions, and inconsistencies, the City may cease its review and return the submittal to the Surveyor immediately for appropriate action by the Surveyor. A submittal returned to the Surveyor for this reason is not a submittal for purposes of the submission schedule. The Standards for services that are not boundary-related, but that relate to surveying for engineering projects may be determined by the construction specifications. design specifications, or as specified by the City. The NEPA document will generally include the following activities, document sections, and elements: 1. ROW,easements, relocations,funding: Right-of-way will be discussed in detail,and will include parcel ownership, required new right-of-way, property types/quantities, displacements, and other pertinent information. SUBCONSULTING AGREEMENT THIS SUBCONSULTING AGREEMENT is made and entered into this 29 day of March , 2018, by and between LOCKWOOD, ANDREWS & NEWNAM, INC., a Texas corporation having an office at 2925 Briarpark Drive,Suite 400,Houston,Texas 77042 (hereinafter referred to as"CONSULTANT")and Raba Kistner, Inc. , a Texas corporation, having its principal place of business at 3602 Westchase, Houston, Texas 77042 (hereinafter referred to as "Subconsultant"). WITNESSETH: WHEREAS, CONSULTANT has heretofore entered into an Agreement dated ("Prime Contract") with City Of Pearland ("Client") to provide consulting services related to the Mykawa Road from BW 8(S)to FM 518 ("Project"). WHEREAS, CONSULTANT desires to engage Subconsultant to perform certain of the professional services related to the Project, and, WHEREAS, Subconsultant represents that it is fully qualified and willing to perform the services required hereunder, NOW THEREFORE,for and in consideration of the covenants and conditions hereinafter set forth,the parties do mutually agree as follows: I. STATEMENT OF WORK A. Subconsultant hereby agrees to perform the tasks and services set forth in Exhibit "A" ("Services"), such exhibit being attached hereto and made a part hereof, in accordance with the terms and conditions expressed herein,and in a sequence,time and manner which will permit CONSULTANT to comply with the requirements and applicable sections of the Prime Contract, incorporated herein by this reference and attached hereto as Exhibit"D". B. In addition to the Statement of Services described herein, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of the Prime Contract. For the purpose of clarity, CONSULTANT shall not be bound by any terms or provisions in any proposal from Subconsultant attached hereto other than those setting forth the scope of services, the budget and the schedule to the extent such are not in conflict with the services, budget and schedule set forth herein. Any other such terms are deemed void and specifically deleted from this Agreement. II. COMPENSATION For and in consideration of the Subconsultant's performance of the Services in accordance with this Agreement, CONSULTANT agrees to pay Subconsultant the sums set forth under Exhibit"B" attached hereto and made a part hereof. III. TERMS AND CONDITIONS In addition to applicable provisions of the Prime Contract, hereby incorporated by reference and made a part hereof, Subconsultant agrees to be bound by the General Provisions of Subcontract Agreement identified as Exhibit"C"attached hereto and made a part hereof.If a landowner or other party requires a third-party license agreement, permit or similar document, including, without limitation, any right-of-entry permit or agreement, easement agreement,or railroad or similar right-of-way or right-of-entry agreement, be signed before a party enters the property to render services, and if Subconsultant's scope of services requires Subconsultant to enter the subject property to render its services under this Agreement, then Subconsultant agrees to enter into whatever agreement is required of Subconsultant for it to enter the subject property. In addition, in the event CONSULTANT is I I required to execute any such third-party license, permit, or similar document in connection with Subconsultant's services under this Agreement, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of said third-party license, permit, or similar document, and, without limiting the scope of the foregoing, to assume CONSULTANT's indemnification obligations under said document to the extent they relate to Subconsultant's services under this Agreement. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have executed this Agreement effective on the date first written above. SUBCONSULTANT LOCKWOOD, ANDREWS& NEWNAM, INC. By: /Avg 6 By: Print Print Name: Thomas D. Burr Name: Muhammad Ali, PE Title: Senior Vice President&COO Title: Sr. Associate, Team Leader Date: April 4,2018 Date: 4/11/2018 EXHIBIT "A" STATEMENT OF SERVICES SERVICES 1. Subconsultant represents that it has the expertise,experience, personnel,and resources to perform the Services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or permitted under applicable law or regulations to perform such Services. None of the work or Services shall be subcontracted without the prior written approval of CONSULTANT. 2. Subconsultant will perform or cause to be performed the Services described below in accordance with all applicable laws, regulations,codes and with the provisions of this Agreement. Subconsultant shall use its best efforts to conduct the services in an expeditious and timely manner. 3. A written definition of the Services to be performed by the Subconsultant is set forth below: Subconsultant will provide all work and services as set forth in Appendix A, which document is attached hereto as Appendix "A", incorporated herein and made a part hereof by this reference. 4. Subconsultant Quality Assurance Plan. Subconsultant shall establish and maintain a project Subconsultant Quality Assurance Plan(SQAP)that sets forth Subconsultant's policy for quality assurance and control and the procedures for implementing that policy during the performance of work or services as described in the Contract and/or Subconsultant's proposal. If Subconsultant has an established company plan for quality assurance and control, that plan may be suitable as the SQAP. Subconsultant shall submit a copy of the SQAP to CONSULTANT prior to commencing performance of its services or work. CONSULTANT reserves the right to review, comment, and require a resubmission. All services or work performed by Subconsultant shall be in conformity with the SQAP. CONSULTANT reserves the right to conduct audits or otherwise monitor the Subconsultant's compliance with the SQAP. Neither the submission nor acceptance of the SQAP by CONSULTANT nor the conduct of any audits or reviews by CONSULTANT relieve the Subconsultant of its full liability for any errors, omissions or other deficiencies in the Subconsultant's work. 11 I I 4 EXHIBIT "B" COMPENSATION AND PAYMENT 1. For and in consideration of the proper performance and completion of the Services hereunder, CONSULTANT agrees to pay Subconsultant as follows: Subconsultant will be compensated in accordance with the terms of the Prime Contract, based on the rates set forth in Appendix B, which document is attached hereto as Appendix "B" incorporated herein and made a part hereof by this reference. Subconsultant's compensation shall not exceed$ 172,731.01 . 2. Once each month, Subconsultant shall submit an invoice for the Services rendered during the previous month to the email addresses as indicated in Article 8 hereunder. Within thirty(30)days or as required by ordinance or statute,following receipt by CONSULTANT from Client of payment for the Services, CONSULTANT shall pay Subconsultant the amount due. CONSULTANT's receipt of payment from the Client for the Services is a condition precedent to CONSULTANT's obligation to pay Subconsultant. 3. Subconsultant shall not perform any additional service, or incur any additional expense in the performance of this Agreement without the prior written approval of CONSULTANT. 4. CONSULTANT shall not be responsible for payment or reimbursement of monies for additional services performed without the prior written approval of CONSULTANT. 5. Should a change of scope or additional services be required, payment for such services will be determined at the time of CONSULTANT's written approval, and such shall be amended to this Agreement. 6. Subconsultant hereby agrees to defend, indemnify and hold CONSULTANT harmless against any payments made by CONSULTANT to Subconsultant which are subsequently disallowed by the Client, and agrees to promptly reimburse CONSULTANT for any such amounts plus interest which CONSULTANT may be required to pay the Client on behalf of Subconsultant. 7. CONSULTANT will not be responsible for reimbursement(nor for seeking reimbursement from the Client)for costs invoiced more than 90 days after the costs were incurred. 8. Invoices addressed to Lockwood, Andrews& Newnam, Inc. should be sent to the following: Email: LANAccountsPavable(a)lan-inc.com With copies to: Project Manager: Muhammad Ali, MMAli(a�Ian-inc.com Project Administrator: Maria Kennison, MDKennison(a�lan-inc.com I EXHIBIT "C" GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT 1. Responsibility Subconsultant shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,drawings,specifications,calculations,data,reports or other Services to be provided hereunder, and shall, without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review,approval or acceptance of, nor payment for,any of the Services required hereunder shall be construed as a waiver of any rights under this Agreement by CONSULTANT or of any cause of action arising out of the performance of this Agreement. 2. Changes CONSULTANT may, upon ten (10) days written notice, make changes in the Services. If such changes result in an increase or a decrease in Services, in the time required for performance thereof, or in the compensation there for,this Agreement may only be amended,revised or otherwise modified by written amendment executed by both parties. 3. Termination A. Performance of the Services may be terminated by CONSULTANT at any time, in whole or in part: (1) Whenever Subconsultant shall default in its obligations or fails to make progress in the prosecution of the Services; or (2) For the convenience of CONSULTANT. B. Termination shall be effected by delivery to Subconsultant of the Notice of Termination, specifying whether said termination is for default of Subconsultant or for the convenience of CONSULTANT, the extent to which performance of the Services are terminated; and the date upon which said termination is to become effective. If, after Notice of Termination for default, it is determined that Subconsultant was not in default,or that Subconsultant's failure to fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of Termination shall be deemed to have been issued for the convenience of CONSULTANT. C. Following receipt of Notice of Termination, Subconsultant shall discontinue performance of the Services on the date and to the extent specified therein,and deliver to CONSULTANT the completed or partially completed plans, information, data, reports, estimates, summaries, materials,or other documents which,if performance had been properly completed,would be furnished to CONSULTANT. Subconsultant shall continue performance of such part of the Services which are not terminated by the Notice of Termination. CONSULTANT shall pay Subconsultant for Services properly performed, which shall include costs and expenses reimbursable in accordance with the Terms of this Agreement incurred prior to the effective date specified in the Notice of Termination. In the event of a termination for convenience, CONSULTANT shall also reimburse Subconsultant for any reasonable costs and expenses necessary resulting from the termination, to the extent that such amounts are actually recovered from Client. D. In the event of termination for default, Subconsultant shall be liable to CONSULTANT for all cost and expense incurred in order to complete the Services, 4. Confidentiality Subconsultant hereby agrees that all information provided by CONSULTANT pursuant to the work and Services hereunder shall be considered confidential and proprietary,and shall not be reproduced, transmitted, used or disclosed by the Subconsultant without the written consent of CONSULTANT, except as may be necessary for the non-disclosing party to fulfill its obligations hereunder;provided that the limitation shall not apply to any information or portion thereof, which is within the public domain at the time of its disclosure. The requirements of this provision shall survive the completion or termination of this Agreement. 5. Ownership and Reuse of Documents All non-proprietary data, information, reports, drawings, renderings, or other documents, data or materials prepared by Subconsultant under this Agreement shall become the property of CONSULTANT or the Client if imposed by the Prime Contract, whether or not the work covered thereby is executed;provided that Subconsultant may retain a record copy for its files. 6. Relationship The legal relationship of Subconsultant to CONSULTANT hereunder shall be that of an independent contractor and not that of an agent, employee or joint venturer. 7. Examination of Records If the Services performed by Subconsultant hereunder are in support of any government contract or program, or under a cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subconsultant shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally recognized accounting methods and permit inspection by CONSULTANT or the Client,or the authorized representatives of either of them at mutually convenient times,or the Comptroller General of the United States or any of his authorized representatives. 8. Compliance with Laws A. Subconsultant shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and orders in effect throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965, as amended (regarding Equal Employment Opportunity),and the orders of the Secretary of Labor pursuant thereto. B. No Party to this agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity which is 1) illegal under any applicable laws or regulations, or 2) would have the effect of causing CONSULTANT or its subsidiaries or affiliates to be in violation of the U.S. Foreign Corrupt Practices Act. C. In connection with this agreement, no party shall give,offer, promise,or authorize,directly or indirectly, anything of value to 1) an official or employee of any government, state-owned enterprise, international organization or any subdivisions,agents or advisors thereto,whether paid or unpaid (any such person referred to collectively as "Official"), including the government(s) of the territories in which work will be performed hereunder; or 2) any person(s)or party(s)while knowing or having reason to know that such thing of value is to be given, offered or promised to an Official in order to: i. influence any official act or decision, or; ii. induce an Official to use his or her influence to affect a decision of any government or international organization, or; iii. assist the Parties hereto in obtaining or retaining business, or in directing business to any person, or; iv. to obtain an unfair advantage for the Parties in any respect. D. In connection with this Agreement, no Party shall make a contribution to any political party or candidate for office on behalf of or associated with the Parties or in connection with the purpose of this agreement. E. Subconsultant shall not retain or engage a third party to carry out sales or marketing obligations in connection with the scope of this Agreement without obtaining CONSULTANT's prior written consent. CONSULTANT reserves the right in its sole discretion to reject a request to engage or retain any such third party. F. Subconsultant hereby covenants that no officer, director, owners, principal shareholder, family members thereof, agent, representative or employee of Subconsultant is an Official and that Subconsultant shall not employ any Official during the term of this Agreement. Subconsultant further covenants that no Official is deriving any benefit, directly or indirectly, from this Agreement. G. In no case shall CONSULTANT be obligated to take any action or make any payment to Subconsultant that would cause CONSULTANT to suffer a penalty or contravene applicable laws or regulations, including but not limited to the laws of the territories in which work will be performed and those of the United States. H. If Subconsultant breaches any of the covenants contained in this section, CONSULTANT shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing or claimed by Subconsultant hereunder. In such instance, Subconsultant shall indemnify CONSULTANT for any penalties, losses and expenses resulting from such breach of the provisions of this section. 9. Insurance A. Without limiting Subconsultant's indemnification obligations,Subconsultant shall provide,pay for, and maintain in force at all time during the performance of the services insurance to protect itself, CONSULTANT, and the Client: from claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury to or destruction of property, including loss of use thereof; and from claims arising out of the performance of professional services,or as a consequence thereof, caused by error,omission,or negligent act for which Subconsultant, its employees,agents, Subconsultants, and material suppliers, or the invitees of any of them, may be responsible. B. Subconsultant shall provide, pay for, and maintain in force at all times during the performance of the Services insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract does not contain any insurance requirements,or to the extent such insurance requirements contained in the Prime Contract are less than the following insurance requirements,Subconsultant shall provide,pay for,and maintain the following minimum insurance: Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for loss of or damage to property with combined single limit of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. ii. Automobile Public Liability Insurance with a minimum one million dollars ($1,000,000.00) per occurrence coverage for both bodily injury and property damage. iii. Excess / Umbrella insurance following the form of the policies in (i) and (ii) above may be used to satisfy the limits set forth therein. iv. Workers' Compensation Insurance as may be required by all state and federal workers' compensation acts, the Federal Longshoremen's and Harbor Workers' Compensation Act, the Outer Continental Shelf Act and such other acts as may be applicable to the Services. v. Employers' Liability Insurance with amounts required by law or one million dollars ($1,000,000)whichever is greater. vi. Professional Liability Insurance with limits of liability not less than two million dollars ($2,000,000.00) per claim and in the aggregate. vii. If the Services are to be performed within 50 feet from any railroad, Subconsultant shall obtain and present to CONSULTANT before the commencement of the Services a CG 2417 endorsement for its Commercial General Liability coverage. Such endorsement shall list CONSULTANT and the Client as additional insureds. viii. Subconsultant shall name CONSULTANT and the Client as additional insured on insurance policies identified in(i)and(ii)above on a primary and non-contributory to any and all other insurance of CONSULTANT or Client ix, Except for Professional Liability Insurance the Subconsultant and its lower tier subcontractors and their respective insurance policies shall waive subrogation against CONSULTANT and the Client C. If any coverage is carried on a claims-made basis,the(i)retroactive date shall be noted on the Certificate of Insurance and shall be prior to or the day of the commencement of Subconsultant's Services under this Agreement and (ii) evidence of coverage shall be provided for five years beyond expiration of this Agreement,or such time as may be required by the Prime Contract, whichever is longer. D. Subconsultant shall submit to CONSULTANT certificates of insurance evidencing such policies upon the signing of this Subcontract. CONSULTANT shall be given thirty(30)days notice prior to cancellation or material change in policy coverage. Failure to provide the certificates of insurance or the notice of cancellation required herein will be a material breach of this Agreement, subject to termination and other remedies as set forth in this Agreement and available by law. E. Subconsultant shall also require its subcontractors, if any, who will perform any of the Services to procure and maintain the amounts and types of insurance specified above, inclusive of all endorsements. 10. Indemnity Notwithstanding any provision of this Agreement to the contrary, Subconsultant agrees to defend,indemnify,and hold harmless CONSULTANT and the Client from and against all claims, demands, damages, losses, costs, expenses (including attorneys' fees), fines, or penalties arising out of, related to, or as a consequence of, or alleged to arise out of, relate to, or be a consequence of any act, error, or omission to act on the part of the Subconsultant or its employees, agents, or independent contractors, or the invitees of any of them. 11. Remedies The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by CONSULTANT of any provision hereunder or a breach thereof by Subconsultant,shall not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect. 12. Severability In the event that any term or provision of this Agreement is held to be illegal,invalid,or unenforceable under the laws, regulations or ordinances of any federal, state, or other government to which this Agreement is subject, such term or provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and continue in full force. 13. Notices All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested; or sent by facsimile or email and also confirmed by registered mail, postage prepaid and return receipt requested,addressed as set forth below,or to such other address as may be designated by notice given as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein. CONSULTANT: LOCKWOOD, ANDREWS, & NEWNAM, COMPANY 2925 Briarpark Drive, Suite 400 Houston, TX 77042 Attention: Muhammad Ali, PE SUBCONSULTANT: RABA KISTNER, INC. -3642-Westchase 12821 W.Golden Lane kloustonrTexas-77042 San Antonio,TX 78249 Attention: Sam Blanco,AICP,PMP 14. Modification This Agreement may only be modified by a written amendment hereto,duly executed by both parties. 15. Successors and Assignment Subconsultant binds itself, its successors, assigns, and legal representatives to CONSULTANT with respect to all of the covenants of this Agreement and further agrees that it shall not sell,assign,transfer, mortgage,pledge or in any manner encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of CONSULTANT. In the event that Subconsultant violates the foregoing prohibition, or in the event that Subconsultant without the prior written consent of CONSULTANT,which consent shall not be unreasonably withheld,sells,assigns,transfers,mortgages, pledges or in any manner encumbers,except as security for credit agreements,all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its ownership, CONSULTANT shall be entitled, at its sole option: 1. To require the Subconsultant's successor to continue to perform under this Agreement and to continue to satisfactorily fulfill Subconsultant's obligations under this Agreement; or 2. To terminate this Agreement. In such case Subconsultant shall be responsible for any and all liabilities arising from such termination. In the event that CONSULTANT replaces Subconsultant with another consultant after such termination, Subconsultant shall be responsible for any and all costs,expenses and liabilities arising from such substitution. In any event,Subconsultant shall remain liable for any and all work product or services provided by it prior to the termination. 16. Governing Laws Unless otherwise specified herein, this Agreement shall be governed by the law that governs the Prime Contract. In the event that the Prime Contract is silent regarding the governing law, this Agreement shall be governed by the law of the state where the Project is located. 17. Professional Registration If the Services under this Agreement involve the production of documents or drawings that require signing or sealing by a registered professional, Subconsultant warrants that it has a qualified person assigned to this Project who is registered in the State(s) of Texas and that such person shall sign and/or seal the documents or drawings. 18. Extent of Agreement This Agreement contains all of the promises,representations and understandings of the parties hereto and supersedes any previous understandings,commitments,proposals or agreements,whether oral or written, and may only be modified as set forth herein. Appendix"A" Services to be Provided by the Engineer The Engineer shall secure right-of-entry to private property for the purpose of performing any surveying and/or soil boring activities. In pursuance of the City's policy with the general public, the Engineer shall not commit acts resulting in damages to private property and the Engineer shall make every effort to comply with the wishes and address the concerns of private property owners. It is necessary to identify and address asbestos issues early in the project development to minimize construction scheduling impacts and project costs. The Engineer shall advise the City to request a testing and assessment be done. Data Collection The Engineer shall collect, review, and evaluate data described below. The Engineer shall notify the City in writing whenever the Engineer finds disagreement with the information or documents. 1. Data, if available, from the City or State, including identified endangered species and identified hazardous material sites 2. Readily available flood plain information and studies from the FEMA, the U. S. Army Corps of Engineers (USACE), local municipalities, and other governmental agencies in addition to that provided by the City. Preliminary Engineering Report(PER) 1. Submit Draft Report containing a. Draft Geotechnical report with bore location logs and pavement design recommendations b. Draft environmental study and Endangered Species and Cultural Resources studies Environmental Document(Environmental Assessment) The project is included in the City's Thoroughfare Plan as a Secondary Thoroughfare. Since federal transportation funds would be used for the project, potential project-related impacts (e.g. environmental, social, and cultural) must be evaluated in accordance with the national Environmental Policy Act(NEPA) of 1969 and related laws. The NEPA process will comply with the Texas Department of Transportation (TxDOT)environmental process, which is approved by the Federal Highway Administration (FHWA). The following scope of work was developed based upon our understanding of the project at this time and applicable regulatory requirements. The Engineer's Environmental Subconsultant anticipates that the TxDOT environmental process, including all tasks outlined herein will take approximately 12 months from the scoping meeting date until issuance of a Finding of No Significant Impact (FONSI) (varies by project, and is an estimation). The Engineer's Environmental Subconsultant will provide technical support and environmental guidance to the City of Pearland throughout this duration. PROJECT MANAGEMENT AND COORDINATION The Engineer's Environmental Subconsultant will conduct environmental project management activities including initial project set-up, preparing invoices and monthly progress reports, prepare for and attending up to three conference call progress meetings, and updating schedules. This task includes quality assurance measures related to the NEPA document, technical reports, cultural resource activities, and resource agency coordination. It also includes coordination with agency stakeholders such as City of Pearland, TxDOT Houston District, and TxDOT Environmental Affairs. TXDOT SCOPING The Engineer's Environmental Subconsultant will prepare a detailed project description in consultation with City for use by the TxDOT Core Team and for discussion during the scoping meeting. A Project Scope for Environmental Review Documents and a Scope Development Tool will be completed and distributed prior to the meeting with the TxDOT Houston District. The Engineer's Environmental Subconsultant will prepare for and attend one kickoff meeting with the City of Pearland (conference call), as well as one scoping meeting with TxDOT and City(conference call)to identify potential issues, required agency coordination, and technical studies that may be required. This task also includes conducting follow up items after the City kickoff and TxDOT scoping meetings including revisions to scoping documents, preparation of a detailed Project Description and Purpose and Need statement for TxDOT review. TECHNICAL STUDIES/REPORTS AND SUPPORTING DOCUMENTATION A. Technical Reports: In advance of draft EA submittal, The Engineer's Environmental Subconsultant will prepare the following checklists, forms and technical reports, which TxDOT will upload into their environmental tracking system (ECOS)for technical review by agency staff. • Risk Assessments for Indirect and Cumulative Impacts Analyses: The Engineer's Environmental Subconsultant will prepare a Risk Assessment for Indirect Impacts and a Risk Assessment for Cumulative Impacts for review by TxDOT. These documents will be used to determine the need to conduct detailed indirect and/or cumulative impacts analyses, and will be TxDOT's official record of the decision process. • Air Quality Technical Report: This report will discuss air quality impacts in accordance with TxDOT's Environmental Handbook-Air Quality and the agency's Standard Operating Procedure for Preparing Air Quality Statements. The report will demonstrate compliance with the Clean Air Act(CAA), NEPA, and the Federal-Aid Highways Code relating to potential project-related effects that may be caused by the project. • Biological Evaluation Form (BEF): The Engineer's Environmental Subconsultant will evaluate all pertinent ecological data in order to adequately complete the Biological Evaluation Form, which includes an analysis of the Ecological Mapping System of Texas (EMST)and Texas Parks and Wildlife Department(TPWD)coordination triggers and a Tier I Site Assessment as defined by the 2014 TPWD Memorandum of Understanding (MOU). Data will be obtained from the U.S. Fish and Wildlife Service(USFWS) Information Planning and Conservation System (IPAC)and the TPWD to determine the potential presence or absence of state and federally listed species and critical habitat in the proposed project area. The Engineer's Environmental Subconsultant will report suitable and non-suitable habitat for the species potentially occurring within the project area. The Engineer's Environmental Subconsultant will include information from the Natural Diversity Database (NDD)from TPWD. This work will be conducted by a qualified biologist. • Hazardous Materials Initial Site Assessment: The Initial Site Assessment(ISA)will be conducted. The objective of the ISA is to 1) identify and assess potentially contaminated sites early in project development, 2) coordinate early with federal/state/local agencies to assess the contamination and the cleanup needed; and 3)determine and implement measures early to avoid or minimize involvement with substantially contaminated properties. The Engineer's Environmental Subconsultant will complete the ISA complete with applicable figures and appendices (e.g. Project Location Map, USGS Topographic Map, Historical Aerial Photographs, Project Schematic, Regulatory Database, Historical Topographic Maps, Fire Insurance Map Report, City Directory Report, and Site Photographs). Requirements for addressing hazardous materials as they relate to the NEPA process will be addressed in accordance with TxDOT's Environmental Handbook for Hazardous Materials. • Archaeological Desktop Background Study and Project Coordination Request: The background research will compile information on archaeological sites found in the vicinity of the APE, their ages, material culture, and depth of the components below the surface. In addition, a visit of the project APE will be conducted (windshield survey)to assess the conditions within the APE and to quickly review the potential for standing historic properties within and in the immediate vicinity of the APE. Finally, the TxDOT's potential archeological liability maps (PALMs)also will be consulted and their recommendations overlain those derived from the Engineer's assessments: If these studies identify the need for a formal archaeological pedestrian and historic standing structures survey, the background study and the Project Coordination Request will make recommendations for the completion of formal pedestrian and historic standing structure surveys. If upon review of these documents, the TxDOT Environmental Affairs Division concurs with the recommendations, the appropriate permit will be obtained for the completion of these aforementioned surveys and subsequent reporting. • Community Impact Assessment: The Engineer's Environmental Subconsultant will prepare a technical report related to community impacts, which will include the following elements: • Community Profile: Population and Demographic Characteristics: U.S. Department of Commerce, Bureau of the Census information will be obtained and summarized within appropriate cartographic boundaries. This will include an analysis of census-derived income and poverty characteristics, as well as race and origin data for the project area. Once demographics are adequately identified, this data will be reviewed in order to identify whether any of the above populations would receive disproportionate adverse impacts as a result of implementing the project. Public facilities, meeting places, transportation, and other community amenities will be identified. • Displacements: A detailed description of anticipated displacement will be included, as well as a discussion of compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act). • Travel Pattern and Access: This section will describe potential temporary and permanent impacts to travel patterns and access in the project area, and how this might impact the community. • Community Cohesion: Based on public information, the field visit, and public involvement results, the document define the community's characteristics and identify whether the project has the potential to adversely impact community cohesion in the vicinity. • Environmental Justice: Using published demographic data, minority and low income populations will be identified in order to assess whether the project will result in disproportionately adverse impacts on such populations. • Limited English Proficiency: U.S. Census Bureau data for English-speaking proficiency will be reviewed I order to identify the presence of non-English speaking persons and to appropriately plan for public involvement activities. • Utilities and Emergency Services: This section will describe any project-related impact to utilities and access for emergency services. • Traffic Noise Analysis and Technical Report: This report will include a summary of the traffic noise analysis that will be accomplished in accordance with accordance with TxDOT's (FHWA-approved) Guidelines for Analysis and Abatement of Roadway Traffic Noise(2011) and TxDOT's Environmental Handbook for Traffic Noise(2016). The Engineer's Environmental Subconsultant will conduct the following activities: o Conduct a field survey to identify the traffic noise receivers. o Determine the existing traffic noise levels and the predicted traffic noise levels using the latest version of FHWA's Traffic Noise Model (TNM)to calculate existing and predicted traffic noise levels at receiver locations. The traffic noise modeling and analysis will be conducted in accordance with 23 CFR 772 and TxDOT's Guidelines for the Analysis and Abatement of Roadway Traffic Noise. Traffic projections prepared by TxDOT Traffic Planning and Programming division will be used in the TNM. o Determine if any receivers will be impacted, and, prepare a Traffic Noise Technical Report documenting the analysis. The report will include appropriate supporting figures showing impacted receiver locations, if any. o Submit the report to TxDOT for review and address two rounds of comments from TxDOT. o If traffic noise impacts are predicted to occur at one or more receivers, include consideration of traffic noise abatement measures to mitigate and/or abate the traffic noise impacts for each impacted receiver, and evaluate each proposed abatement measure for feasibility and reasonableness regarding traffic noise impact reduction. o Assist in addressing public comments from the Traffic Noise Workshop. o Prepare a Traffic Noise Workshop Summary Report documenting the workshop process and outcome. ENVIRONMENTAL ASSESSMENT, INTENSIVE ARCHEOLOGICAL SURVEY, AND HISTORIC STRUCTURES SURVEY Desktop and field data will be collected in order to address environmental, socioeconomic, and cultural assessment requirements, and to comply with NEPA and related laws. Using published data and any information collected in the field, The Engineer's Environmental Subconsultant will prepare a NEPA document in accordance with TxDOT Environmental Compliance Toolkits, as applicable. The document level anticipated for this project is an Environmental Assessment(EA) based on the project scope (primarily new location roadway)and anticipated right-of-way needs. The NEPA document will generally include the following activities, document sections, and elements: 1. Need and Purpose: The Engineer's Environmental Subconsultant will describe the proposed project and the transportation problem(s)or other needs that the proposed project is intended to address. The Engineer's Environmental Subconsultant will prepare this section in consultation with City and available documents. 2. Alternatives Analysis: The alternatives section will describe any design options that were considered during early project development and why some were eliminated or considered for further analysis. 3. Description of the Existing Facility: Describes existing roadway and drainage conditions in the project limits. 4. Description of the Proposed Facility: The Engineer's Environmental Subconsultant will describe the proposed action, which would include right-of-way requirements, project funding and any utility adjustments. 5. ROW, easements, relocations,funding: Right-of-way will be discussed in detail, and will include parcel ownership, required new right-of-way, property types/quantities, displacements, and other pertinent information. 6. Public Involvement: This section will include a discussion of meetings, hearing opportunities, or planned public hearings that will occur during the project development process. The section will be updated as public outreach activities occur. 7. Community Impact Assessment: The results of the community impacts evaluation documented in the Community Impact Assessment Technical Report will be summarized in the EA, along with any new information obtained during the public involvement processes. 8. Soils/Prime Farmlands: Soils in the area of the proposed project will be described according to the Natural Resources Conservation Service (NRCS), and Farmland Protection Policy Act(FPPA)applicability will be documented/evaluated. 9. Biological Resources: This section will summarize the results of the Biological Evaluation Form, as well as any TPWD coordination triggers, and the outcome of any agency coordination related to biological resources. 10. Section 4(f) (as appropriate): The Engineer's Environmental Subconsultant will review available data and perform on site investigations to ascertain the presence of potential Section 4(f) properties or lands, including public parks, recreation lands, and wildlife and waterfowl refuges that may be impacted by the proposed project. The need and scope of any Section 4(f)analysis is unknown at this time; therefore, any activities related to Section 4(f)that are beyond coordinating a de minimis or programmatic Section 4(f) determination that would be made by TxDOT (e.g. Individual Section 4(f)evaluation, and any related public involvement activities)would require a separate authorization. 11. Air Quality Assessment: This section will summarize the results of the Air Quality Technical Report, and will incorporate any comments received from TxDOT related to air quality. 12. Waters Resources: This section will summarize the results of the Water Resources Technical Report. The EA will address the need for a permit from the U.S. Army Corps of Engineers. 13. Traffic Noise Analysis: This section will summarize the results of the Traffic Noise Technical Report, and will incorporate any comments received from TxDOT related to traffic noise. 14. Hazardous Materials: This section will summarize the results of the Hazardous Materials ISA, and will incorporate any comments received from TxDOT related to hazardous materials. This section will also include a discussion of any commitments for additional investigations related to hazardous materials, in consultation with TxDOT. 15. Construction Impacts: This section will describe any temporary impacts that may be expected during construction, as well as any measures to minimize those effects on the community. 16. Indirect and Cumulative Analysis: The Engineer's Environmental Subconsultant will summarize results of Risk Assessments for Indirect and Cumulative (ICI) Impacts. Based on the project setting in an urban environment, detailed analyses are not anticipated; whoerver, should TxDOT require these studies,the Engineer will conduct the assessments in accordance with TxDOT's Environmental Handbook for Indirect and Cumulative Impacts, TxDOT's Guidance on Preparing Indirect and Cumulative Impact Analyses, and other related guidance documents. 17. Permits and Commitments:The EA will describe any permits that will need to be obtained and any commitments for follow up activities prior to construction. 18. Conclusion: A determination whether the project would have significant environmental impacts or involve any unusual circumstances will be made, as well as a recommendation regarding whether a finding of no significant impact(FONSI) is appropriate based on the studies conducted. 19. Figures: The following figures are anticipated for inclusion in the EA; however, additional supporting graphics may be included, as deemed necessary. • Aerial Photograph • Census Cartographic Boundaries • Cumulative Impacts Resource Study Area (RSA), as applicable • Cumulative Impacts Reasonably Foreseeable Actions • Ecological Mapping System of Texas • Indirect Effects Area of Influence (AOI), as applicable • Land use • Layout/Schematic • Location Map • Noise Receivers and Recommended Noise Barriers Locations, as applicable • Typical Sections • U.S. Geological Survey Topographic Map • Water Resources 20. Appendices(Photos, correspondence, etc.): • Project Area Photographs • Project Consistency with Transportation Plans(relevant pages from the Metropolitan Transportation Plan [MTP] and the Transportation Improvement Program [TIP]) • Agency Coordination letters, as applicable • Species Impact Table 21. Acronyms, References, Table of Contents: The NEPA document will contain appropriate acronyms, references to published sources, and a hyperlinked table of contents for ease of navigation. In addition to the EA, additional documentation and forms related to the EA will be required by TxDOT throughout the EA development process, which The Engineer's Environmental Subconsultant will prepare. These include: • Administrative Completeness Review Checklist: This checklist ensures that the EA meets TxDOT's minimum content requirements to advance the EA to Technical Review. • Environmental Document Review Checklist(EDRCI: This checklist is completed at the end of the technical review process to ensure that EA has met TxDOT's documentation requirements and is suitable for approval. • Draft Finding of No Significant Impact(FONSI): The Engineer's Environmental Subconsultant will prepare the draft Finding of No Significant Impact(FONSI), as appropriate. This serves as TxDOT's decision document in the event the EA concludes that an EA is appropriate and an Environmental Impact Statement(EIS) is not required based on the studies conducted. • Draft Notice of Availability of FONSI (English/Spanish): Once TxDOT has approved the draft FONSI, a notice of availability(NOA)of the FONSI documenting TxDOT's decision will be published on the project sponsor's website. The Engineer's Environmental Subconsultant will prepare the draft NOA on behalf of the project sponsor. B. Archaeological Pedestrian Survey: Following concurrence by the TxDOT District Archeologist, the Engineer's Environmental Subconsultant will perform an intensive pedestrian survey of the project APE. The APE consists of that portion of Mykawa Road that extends from South Sam Houston Parkway East southward to West Broadway, Highway 518 at its southern terminus. The overall length of the Right-of-Way total approximately 14,000-feet. It is anticipated that additional right-of- way will be acquired to meet the added capacity needs of the proposed project. Based on this information, in conjunction with information related to the types and depths of construction impacts, pedestrian survey methods will be developed that ensure a systematic and appropriate search for archaeological deposits within the APE is conducted during the survey. This survey scope of work will be reviewed by the District Archeologist and if approved, will be transmitted to the Texas Historical Commission as part of the permitting stage of the archaeological survey. Upon receipt of the survey permit number, the survey will be performed and documented at sufficient levels to satisfy the TxDOT Division of Environmental Affairs and Texas Historical Commission/State Historic Preservation Officer(THC/SHPO) requirements for determining the presence of archaeological resources within the APE in accordance with 36 CFR 60 and 13 ACT 26.) Performance of the archaeological assessments by the Engineer's Environmental Subconsultant's technical expert will include the following tasks: • Pre-field Activities: Determine the APE and the limits of the survey area in consultation with the State. The preparation of field maps to be used during the survey and uploaded on GPS units for survey purposes. The Area of Potential Effect(APE)to be surveyed will consist of the current roadway right-of-way(ROW)since no new ROW will be acquired for project completion. The Engineer's Environmental Subconsultant staff archeologist will conduct a literature review that includes the THC survey files and Archaeological Sites Atlas to compile a list of previously conducted surveys and discovered archaeological sites in the vicinity of the APE. The Principal Investigator will submit a Texas Antiquities Committee Permit Application for the pedestrian survey. The application will be routed to the project sponsors and owners for signatures prior to submission to the THC for review and approval. The permit application will also define in great detail the survey methodologies employed during the field work. • Field Survey: A Project Archaeologist and field technicians will conduct the intensive pedestrian survey of the project APE. The survey will rely on shovel testing or, potentially, mechanical auger boring or backhoe trenching to determine the presence/absence of buried cultural materials. If deposits are encountered during auger boring, shovel testing will be conducted in their vicinity to record the detailed depositional history of the materials. Backhoe trenching and/or mechanical auger borings will be conducted in portions of the APE with potential for deeply buried cultural deposits, if such are identified during the background research phase. • Report: The Engineer Project Archaeologist will summarize the results of the intensive pedestrian survey in the project draft technical report. This report shall include an inventory of all the newly document archaeological properties, as well as recommendations regarding their eligibility for listing on the National Register of Historic Places (NRHP)and formal designation as State Antiquities Landmarks(SAL). The recommendations will fall into one of the following categories: not eligible, potentially eligible, and eligible. The Engineer's Environmental Subconsultant will submit two copies of the draft report to the TxDOT for their 30-day review; then to THC/SHPO for their 30-day review. C. Historic-Age Standing Structure Resource Reconnaissance Survey Report: Typically, existing project easements and right-of-ways that have not been previously surveyed have to be surveyed for historic-age resources. Preliminary search indicates that no previous historic resources surveys have taken place within the project APE. Therefore, the Engineer's Environmental Subconsultant will perform a non-archaeological historic-age resources survey of the project APE. The APE consists of that portion of Mykawa Road that extends from South Sam Houston Parkway East southward to West Broadway, Highway 518 at its southern terminus. The overall length of the APE that will be impacted by the planned additional capacity is 14,000-feet. It is anticipated that additional right-of-way will be acquired to meet the added capacity needs of the proposed project. The historic-age period encompasses properties that predate 45 years from the start of the project, or 1970. This scope includes the desktop research, the non-archaeological historic-age resource survey and field documentation, and reporting tasks. Associated activities include: delineation of the area of potential effect (APE)for projects with the potential to affect historic-age properties; photographic and written documentation on historic-age properties located within a project's APE; development of historic contexts that provide an organizational and thematic format for evaluating historic-age properties; preliminary recommendations of National Register of Historic Places (NRHP)eligibility for identified historic-age properties; and evaluation of the effect of projects on significant properties. The survey will be performed and documented at sufficient levels to satisfy the TxDOT Division of Environmental Affairs and Texas Historical Commission/State Historic Preservation Officer(THC/SHPO) requirements for determining the presence of historically significant properties in the APE in accordance with 36 CFR 60 and 13 ACT 26.) Performance of historic studies by the Engineer's Environmental Subconsultant's technical expert will include the following tasks: • Pre-field Activities: Determine the APE and the exact limits of the survey area in consultation with the State. While the Area of Potential Effect(APE)to be surveyed will be determined in consultation with the State, this scope of work anticipates the APE to extend 150 feet beyond the proposed project area. The Engineer's historian will conduct a literature review that includes the THC survey files and Historic Sites Atlas to establish appropriate historical contexts for the project area, determine information requirements. A project map will be prepared illustrating parcel lines, APE, survey study area (SSA), and major roads. • Field Survey: A Secretary of the Interior-qualified historian with experience in historic resource documentation will visit the project area and document all resources that are 45-years old or older (1970 or older). The Engineer's historian will photograph all resources that are 45 years old or older and draft a map of the project area layout. • Report: The Engineer's historian will summarize the results of the reconnaissance survey in the project report in association with a Request for SHPO Consultation. Explicit reference to THC survey files and Historic Sites Atlas, the National Register of Historic Places (NRHP), the list of State Archaeological Landmarks, the list of Recorded Texas Historic Landmarks, and Official Texas Historical Markers will be included. This report shall include a comprehensive inventory of historic-age properties identified within the project APE and study area, photographs and mapped locations of these historic-age properties and other documentation of sufficient detail and clarity to provide the State with a basis for making determinations of NRHP eligibility without requiring submittal of additional documentation, or alternatively, make recommendations concerning the scope of the intensive survey necessary to finalize NRHP determinations. The Engineer's Environmental Subconsultant will submit two copies of the draft report to the TxDOT for their 30- day review; then to THC/SHPO for their 30-day review. This task also includes addressing comments from City and various agency stakeholders (City of Pearland, TxDOT, THC)on the NEPA document and individual technical reports. For the NEPA document it is assumed that the following review cycles will occur leading up to a Finding of No Significant Impact (FONSI)to be issued by TxDOT. • City of Pearland—One comment/revision cycle • TxDOT Houston District—Two comment/revision cycles • TxDOT Environmental Affairs Division—Two comment/revision cycles DELIVERABLES AND REVISIONS The following deliverables will be provided. Exhibits will be limited to 8.5" x 11"format, if possible. Electronic copies will be provided for all draft documents. Hardcopies of the following final deliverables will be provided: • Project Scope for Environmental Review Documents • Technical Reports and Supporting Documentation o Air Quality Technical Report o Archaeological Background Review o Biological Resources Evaluation Form o Community Impacts Technical Report o Hazardous Materials Initial Site Assessment o Project Coordination Request(PCR)for Historic Resources or Historic Resources Research Design o Risk Assessment for Indirect Impacts o Risk Assessment for Cumulative Impacts o Traffic Noise Technical Report and TNM digital files o Water Resources Technical Report • NEPA Environmental Assessment(Environmental Assessment) • Draft Finding of No Significant Impact(FONSI) • Draft Notice of Availability of FONSI (English/Spanish) • Administrative Completeness Review Checklist • Environmental Document Review Checklist(EDRC) • Intensive Archeological Survey Report • Historic-Age Standing Structure Resource Reconnaissance Survey Report • Waters of the U.S. Delineation Report and Corps Verification Request Letter LIMITATIONS 1. Additional Studies/Reports: Based on the proposed improvements and agency requirements at the time of this proposal, in addition to the NEPA document, only those standalone technical reports outlined under Tasks 1 through 6 (Basic and Optional)are proposed at this time. Any additional studies/reports requested by City or others due to unforeseen circumstances or changes in design or regulatory requirements are not covered under this scope and will require separate authorization. 2. Air Quality: Based on the anticipated traffic volumes(less than 140,000 vehicles per day), it is assumed that detailed quantitative air quality modeling will not be required (i.e. MSAT Analysis and Carbon Monoxide Hot Spot Analysis); therefore, these tasks are not included in this scope of work. If these analyses are determined to be needed after review of project- specific traffic projections, they would require a supplemental authorization. 3. Archeology& Historic: o The APE is that portion of Mykawa Road that extends from South Sam Houston Parkway East southward to West Broadway, Highway 518 at its southern terminus; it measures approximately 14,000-feet; o No NRHP or SAL eligibility testing will be performed during this project; o Project is not located within a current NRHP or locally recognized historic district, is not individually listed in the NRHP, and does not currently have a state historic designation; o Changes to the project boundaries may require a supplemental authorization; o Photographs of all elevations and all historic-age resources on the parcels will be provided, so long as right-of-entry is obtained; o The APE is 150 feet from the outside edge of the project area; 4. Biological: No presence/absence studies for individual species are anticipated at this time. This scope only includes an evaluation of potential habitat. If TxDOT or other agencies request specific surveys for wildlife species during the NEPA process, the Engineer's Environmental Subconsultant would submit a separate scope and fee for this activity upon request. 5. Early Right-of-Way Acquisition: Since FHWA funds will be used, it is assumed that ROW will be acquired in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act). A FHWA memorandum titled Guidance on Early Acquisitions and Compliance with NEPA and Uniform Act(2007) states that"Land acquired in advance of the final NEPA document must be acquired in accordance with the Uniform Act."According to FHWA"Failure to follow the Uniform Act jeopardizes the use of Federal funds throughout all phases of project development and construction"and early acquisitions"will require Federal FHWA scrutiny and oversight to ensure that such acquisitions do not influence the Federal environmental review of the project."This scope of work assumes that any early acquisitions would follow this guidance and that thorough documentation of the items outlined in the memo in order to avoid substantial EA revisions. 6. Hazardous Materials: This scope of work does not include a Phase I or Phase II Environmental Site Assessment(ESA-I). 7. Plan Revisions: Significant design changes occurring after substantial completion of field/desktop activities, and/or requiring re-mobilization of field crews may require separate authorization to accommodate such changes. 8. Section 4(f): The need and scope of any Section 4(f)analysis is unknown at this time; therefore, any activities related to Section 4(f)that are beyond coordinating a de minimis or programmatic Section 4(f) determination that would be made by TxDOT (e.g. Individual Section 4(f) evaluation, and any related public involvement activities)would require a separate authorization. 9. Waters of the U.S.: A Pre-Construction Notification (PCN) (i.e. permit application) is not included in this task, as it may not be required. During the EA development process, should the need to prepare a PCN and obtain a permit from the USACE be identified, the Engineer can submit a separate scope and fee for this activity upon request. Geotechnical Borings and Investigations The Engineer shall determine the location of proposed soil borings as applicable, for embankment settlement analysis, retaining walls, slope stability, and storm sewer alignment in accordance with the latest edition of the TxDOT Geotechnical Manual. The City will review and provide comments for a boring layout submitted by the Engineer showing the general location and depths of the proposed borings. Once the Engineer receives the City's review comments, the Engineer shall perform soil borings (field work), soil testing, and prepare the boring logs in accordance with the latest edition of the TxDOT Geotechnical Manual and Houston District's procedures and design guidelines. The Engineer shall perform coring of existing pavement for removal items only. 1. All geotechnical work shall be performed in accordance with the latest version of the TxDOT Geotechnical Manual. All testing shall be performed in accordance with the latest version of the TxDOT Manual of Test Procedures. ASTM test procedures can be used only in the absence of TxDOT procedures. All soil classification shall be done in accordance with the Unified Soil Classification System. 2. The Engineer shall perform retaining wall analyses to include the settlement analysis. This analysis will include the computation of the factor of safety for bearing capacity, global stability, overturning, and sliding. In addition, the Engineer shall include allowable bearing pressure, passive earth pressure, friction factor, settlement analysis (consolidation report), and lateral earth pressure for any retaining walls. 3. The Engineer shall perform soil borings, coring for pavement removal items only, piezometric readings, testing, and analysis to include slope stability analysis, settlement analysis, and foundation design recommendations along storm sewer alignment, retaining walls, embankments, and temporary soil retaining systems. 4. The Engineer shall provide a signed, sealed, and dated geotechnical report containing but not limited to soil boring locations, boring logs, laboratory test results, generalized subsurface conditions, water level conditions, piezometer data, analyses, and recommendations for settlement and slope stability of the earthen embankments. 5. The Engineer shall perform, if applicable, scour analysis to include Grain Size distribution curves with D50 value. 6. The Engineer shall provide pavement design recommendations for concrete pavement. 7. The Engineer shall sign, seal, and date soil boring mylar sheets to be used in the PS&E package. The preparation of soil boring mylar sheets are to be in accordance with TxDOT Houston District standards. 8. Foundation Studies: The Engineer shall coordinate with the City to determine the location of soil borings to be drilled along any retaining wall alignments. The soil borings shall extend a minimum of 35 feet below the footing elevation or deeper as soil conditions warrant. Spacing of soil borings shall not exceed 500 feet. The Engineer shall provide a boring layout for the City's review and comment. 9. The Engineer shall incorporate soil boring data sheets prepared, signed, sealed, and dated by the Geotechnical Engineer. The soil boring sheets shall be in accordance with TxDOT WINCORE software as can be found on the Texas Department of Transportation website. Pavement Design The Engineer shall prepare the pavement design for this project. Engineer shall use a design of 10 inches of jointed reinforced concrete with recommendations for stabilized subgrade. Construction Materials Observation and Testing Services 1. Attend pre-construction meeting to provide information and answer questions. 2. Proof rolling observation of the subgrade soils 3. Field compaction testing of paving subgrade,flex base, cement treated base and utility trench fill soils 4. Cast-in-place concrete sampling and testing for the retaining walls, paving and curb 5. Asphaltic Concrete sampling and testing 6. Laboratory testing of soil materials such as moisture-density relationships (proctor), Atterberg Limits (PI), Sieve Analysis thru No. 200, lime determination and compressive strength testing of Concrete, Concrete Stabilized Sand and Cement Treated Base test specimens 7. Project management, data processing and report review services of laboratory and field test reports SUBCONSULTING AGREEMENT THIS SUBCONSULTING AGREEMENT is made and entered into this 29 day of March , 2018, by and between LOCKWOOD, ANDREWS & NEWNAM, INC., a Texas corporation having an office at 2925 Briarpark Drive,Suite 400, Houston,Texas 77042 (hereinafter referred to as"CONSULTANT")and GC Engineering, Inc. , a Texas corporation, having its principal place of business at 2505 Park Avenue, Pearland,TX 77581 (hereinafter referred to as "Subconsultant"). WITNESSETH: WHEREAS,CONSULTANT has heretofore entered into an Agreement dated ("Prime Contract") with City Of Pearland ("Client") to provide consulting services related to the Mykawa Road from BW 8(S)to FM 518 ("Project"). WHEREAS, CONSULTANT desires to engage Subconsultant to perform certain of the professional services related to the Project, and, WHEREAS, Subconsultant represents that it is fully qualified and willing to perform the services required hereunder, NOW THEREFORE,for and in consideration of the covenants and conditions hereinafter set forth,the parties do mutually agree as follows: I. STATEMENT OF WORK A. Subconsultant hereby agrees to perform the tasks and services set forth in Exhibit "A" ("Services"), such exhibit being attached hereto and made a part hereof, in accordance with the terms and conditions expressed herein,and in a sequence,time and manner which will permit CONSULTANT to comply with the requirements and applicable sections of the Prime Contract,incorporated herein by this reference and attached hereto as Exhibit"D". B. In addition to the Statement of Services described herein, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of the Prime Contract. For the purpose of clarity, CONSULTANT shall not be bound by any terms or provisions in any proposal from Subconsultant attached hereto other than those setting forth the scope of services, the budget and the schedule to the extent such are not in conflict with the services, budget and schedule set forth herein. Any other such terms are deemed void and specifically deleted from this Agreement. II. COMPENSATION For and in consideration of the Subconsultant's performance of the Services in accordance with this Agreement, CONSULTANT agrees to pay Subconsultant the sums set forth under Exhibit"B"attached hereto and made a part hereof. III. TERMS AND CONDITIONS In addition to applicable provisions of the Prime Contract, hereby incorporated by reference and made a part hereof, Subconsultant agrees to be bound by the General Provisions of Subcontract Agreement identified as Exhibit"C"attached hereto and made a part hereof.If a landowner or other party requires a third-party license agreement, permit or similar document, including, without limitation, any right-of-entry permit or agreement, easement agreement,or railroad or similar right-of-way or right-of-entry agreement, be signed before a party enters the property to render services, and if Subconsultant's scope of services requires Subconsultant to enter the subject property to render its services under this Agreement, then Subconsultant agrees to enter into whatever agreement is required of Subconsultant for it to enter the subject property. In addition, in the event CONSULTANT is required to execute any such third-party license, permit, or similar document in connection with Subconsultant's services under this Agreement, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of said third-party license, permit, or similar document, and, without limiting the scope of the foregoing, to assume CONSULTANT's indemnification obligations under said document to the extent they relate to Subconsultant's services under this Agreement. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have executed this Agreement effective on the date first written above. SUBCONSULTANT LOCKWOOD,ANDREWS & NEWNAM, INC. / � w By: -, By: Print Name: �' MA HE N2 AA P.vzp.,,6 d Print Name: Muhammad Ali, PE Title: G�-1 N Gt PR" t- Title: Sr. Associate, Team Leader Date: 0 9/0�}'J 2-0 g Date: 4/11/2018 EXHIBIT "A" STATEMENT OF SERVICES SERVICES 1. Subconsultant represents that it has the expertise,experience,personnel,and resources to perform the Services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or permitted under applicable law or regulations to perform such Services. None of the work or Services shall be subcontracted without the prior written approval of CONSULTANT. 2. Subconsultant will perform or cause to be performed the Services described below in accordance with all applicable laws,regulations,codes and with the provisions of this Agreement. Subconsultant shall use its best efforts to conduct the services in an expeditious and timely manner. 3. A written definition of the Services to be performed by the Subconsultant is set forth below: Subconsultant will provide all work and services as set forth in Appendix A, which document is attached hereto as Appendix 'A", incorporated herein and made a part hereof by this reference. 4. Subconsultant Quality Assurance Plan. Subconsultant shall establish and maintain a project Subconsultant Quality Assurance Plan(SQAP)that sets forth Subconsultant's policy for quality assurance and control and the procedures for implementing that policy during the performance of work or services as described in the Contract and/or Subconsultant's proposal. If Subconsultant has an established company plan for quality assurance and control, that plan may be suitable as the SQAP. Subconsultant shall submit a copy of the SQAP to CONSULTANT prior to commencing performance of its services or work. CONSULTANT reserves the right to review, comment, and require a resubmission. All services or work performed by Subconsultant shall be in conformity with the SQAP. CONSULTANT reserves the right to conduct audits or otherwise monitor the Subconsultant's compliance with the SQAP. Neither the submission nor acceptance of the SQAP by CONSULTANT nor the conduct of any audits or reviews by CONSULTANT relieve the Subconsultant of its full liability for any errors, omissions or other deficiencies in the Subconsultant's work. I EXHIBIT "B" COMPENSATION AND PAYMENT 1. For and in consideration of the proper performance and completion of the Services hereunder, CONSULTANT agrees to pay Subconsultant as follows: Subconsultant will be compensated in accordance with the terms of the Prime Contract, based on the rates set forth in Appendix B, which document is attached hereto as Appendix "B" incorporated herein and made a part hereof by this reference. Subconsultant's compensation shall not exceed$ 114,852.49 . 2. Once each month, Subconsultant shall submit an invoice for the Services rendered during the previous month to the email addresses as indicated in Article 8 hereunder. Within thirty(30)days or as required by ordinance or statute,following receipt by CONSULTANT from Client of payment for the Services, CONSULTANT shall pay Subconsultant the amount due. CONSULTANT's receipt of payment from the Client for the Services is a condition precedent to CONSULTANT's obligation to pay Subconsultant. 3. Subconsultant shall not perform any additional service, or incur any additional expense in the performance of this Agreement without the prior written approval of CONSULTANT. 4. CONSULTANT shall not be responsible for payment or reimbursement of monies for additional services performed without the prior written approval of CONSULTANT. 5. Should a change of scope or additional services be required, payment for such services will be determined at the time of CONSULTANT's written approval, and such shall be amended to this Agreement. 6. Subconsultant hereby agrees to defend, indemnify and hold CONSULTANT harmless against any payments made by CONSULTANT to Subconsultant which are subsequently disallowed by the Client, and agrees to promptly reimburse CONSULTANT for any such amounts plus interest which CONSULTANT may be required to pay the Client on behalf of Subconsultant. 7. CONSULTANT will not be responsible for reimbursement(nor for seeking reimbursement from the Client)for costs invoiced more than 90 days after the costs were incurred. 8. Invoices addressed to Lockwood, Andrews & Newnam, Inc. should be sent to the following: Email: LANAccountsPayable(c..lan-inc.com With copies to: Project Manager: Muhammad Ali, MMAIi(a.lan-inc.com Project Administrator: Maria Kennison, MDKennisonlan-inc.com EXHIBIT "C" GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT 1. Responsibility Subconsultant shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,drawings,specifications,calculations,data,reports or other Services to be provided hereunder, and shall, without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review,approval or acceptance of, nor payment for,any of the Services required hereunder shall be construed as a waiver of any rights under this Agreement by CONSULTANT or of any cause of action arising out of the performance of this Agreement. 2. Changes CONSULTANT may, upon ten (10) days written notice, make changes in the Services. If such changes result in an increase or a decrease in Services,in the time required for performance thereof, or in the compensation there for,this Agreement may only be amended,revised or otherwise modified by written amendment executed by both parties. 3. Termination A. Performance of the Services may be terminated by CONSULTANT at any time, in whole or in part: (1) Whenever Subconsultant shall default in its obligations or fails to make progress in the prosecution of the Services; or (2) For the convenience of CONSULTANT. B. Termination shall be effected by delivery to Subconsultant of the Notice of Termination, specifying whether said termination is for default of Subconsultant or for the convenience of CONSULTANT, the extent to which performance of the Services are terminated; and the date upon which said termination is to become effective. If, after Notice of Termination for default,it is determined that Subconsultant was not in default,or that Subconsultant's failure to fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of Termination shall be deemed to have been issued for the convenience of CONSULTANT. C. Following receipt of Notice of Termination, Subconsultant shall discontinue performance of the Services on the date and to the extent specified therein,and deliver to CONSULTANT the completed or partially completed plans, information, data, reports, estimates, summaries, materials,or other documents which, if performance had been properly completed,would be furnished to CONSULTANT. Subconsultant shall continue performance of such part of the Services which are not terminated by the Notice of Termination. CONSULTANT shall pay Subconsultant for Services properly performed, which shall include costs and expenses reimbursable in accordance with the Terms of this Agreement incurred prior to the effective date specified in the Notice of Termination. In the event of a termination for convenience, CONSULTANT shall also reimburse Subconsultant for any reasonable costs and expenses necessary resulting from the termination, to the extent that such amounts are actually recovered from Client. D. In the event of termination for default, Subconsultant shall be liable to CONSULTANT for all cost and expense incurred in order to complete the Services, 4. Confidentiality Subconsultant hereby agrees that all information provided by CONSULTANT pursuant to the work and Services hereunder shall be considered confidential and proprietary,and shall not be reproduced, transmitted, used or disclosed by the Subconsultant without the written consent of CONSULTANT, except as may be necessary for the non-disclosing party to fulfill its obligations hereunder;provided that the limitation shall not apply to any information or portion thereof, which is within the public domain at the time of its disclosure. The requirements of this provision shall survive the completion or termination of this Agreement. 5. Ownership and Reuse of Documents All non-proprietary data, information, reports, drawings, renderings, or other documents, data or materials prepared by Subconsultant under this Agreement shall become the property of CONSULTANT or the Client if imposed by the Prime Contract, whether or not the work covered thereby is executed;provided that Subconsultant may retain a record copy for its files. 6. Relationship The legal relationship of Subconsultant to CONSULTANT hereunder shall be that of an independent contractor and not that of an agent, employee or joint venturer. 7. Examination of Records If the Services performed by Subconsultant hereunder are in support of any government contract or program, or under a cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subconsultant shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally recognized accounting methods and permit inspection by CONSULTANT or the Client,or the authorized representatives of either of them at mutually convenient times,or the Comptroller General of the United States or any of his authorized representatives. 8. Compliance with Laws A. Subconsultant shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations,and orders in effect throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965, as amended (regarding Equal Employment Opportunity), and the orders of the Secretary of Labor pursuant thereto. B. No Party to this agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity which is 1) illegal under any applicable laws or regulations, or 2) would have the effect of causing CONSULTANT or its subsidiaries or affiliates to be in violation of the U.S. Foreign Corrupt Practices Act. C. In connection with this agreement, no party shall give,offer, promise,or authorize,directly or indirectly, anything of value to 1) an official or employee of any government, state-owned enterprise,international organization or any subdivisions,agents or advisors thereto,whether paid or unpaid (any such person referred to collectively as "Official"), including the government(s) of the territories in which work will be performed hereunder; or 2) any person(s)or party(s)while knowing or having reason to know that such thing of value is to be given, offered or promised to an Official in order to: i. influence any official act or decision, or; ii. induce an Official to use his or her influence to affect a decision of any government or international organization, or; iii. assist the Parties hereto in obtaining or retaining business, or in directing business to any person, or; iv. to obtain an unfair advantage for the Parties in any respect. D. In connection with this Agreement, no Party shall make a contribution to any political party or candidate for office on behalf of or associated with the Parties or in connection with the purpose of this agreement. E. Subconsultant shall not retain or engage a third party to carry out sales or marketing obligations in connection with the scope of this Agreement without obtaining CONSULTANT's prior written consent. CONSULTANT reserves the right in its sole discretion to reject a request to engage or retain any such third party. F. Subconsultant hereby covenants that no officer, director, owners, principal shareholder, family members thereof, agent, representative or employee of Subconsultant is an Official and that Subconsultant shall not employ any Official during the term of this Agreement. Subconsultant further covenants that no Official is deriving any benefit, directly or indirectly, from this Agreement. G. In no case shall CONSULTANT be obligated to take any action or make any payment to Subconsultant that would cause CONSULTANT to suffer a penalty or contravene applicable laws or regulations, including but not limited to the laws of the territories in which work will be performed and those of the United States. H. If Subconsultant breaches any of the covenants contained in this section, CONSULTANT shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing or claimed by Subconsultant hereunder. In such instance, Subconsultant shall indemnify CONSULTANT for any penalties, losses and expenses resulting from such breach of the provisions of this section. 9. Insurance A. Without limiting Subconsultant's indemnification obligations,Subconsultant shall provide,pay for, and maintain in force at all time during the performance of the services insurance to protect itself, CONSULTANT, and the Client: from claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury to or destruction of property, including loss of use thereof; and from claims arising out of the performance of professional services,or as a consequence thereof, caused by error,omission,or negligent act for which Subconsultant, its employees,agents, Subconsultants, and material suppliers, or the invitees of any of them, may be responsible. B. Subconsultant shall provide, pay for, and maintain in force at all times during the performance of the Services insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract does not contain any insurance requirements,or to the extent such insurance requirements contained in the Prime Contract are less than the following insurance requirements,Subconsultant shall provide,pay for,and maintain the following minimum insurance: Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for loss of or damage to property with combined single limit of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. ii. Automobile Public Liability Insurance with a minimum one million dollars ($1,000,000.00) per occurrence coverage for both bodily injury and property damage. iii. Excess / Umbrella insurance following the form of the policies in (i) and (ii)above may be used to satisfy the limits set forth therein. iv. Workers' Compensation Insurance as may be required by all state and federal workers' compensation acts, the Federal Longshoremen's and Harbor Workers' Compensation Act,the Outer Continental Shelf Act and such other acts as may be applicable to the Services. v. Employers' Liability Insurance with amounts required by law or one million dollars ($1,000,000)whichever is greater. vi. Professional Liability Insurance with limits of liability not less than two million dollars ($2,000,000.00) per claim and in the aggregate. vii. If the Services are to be performed within 50 feet from any railroad, Subconsultant shall obtain and present to CONSULTANT before the commencement of the Services a CG 2417 endorsement for its Commercial General Liability coverage. Such endorsement shall list CONSULTANT and the Client as additional insureds. viii. Subconsultant shall name CONSULTANT and the Client as additional insured on insurance policies identified in(i)and(ii)above on a primary and non-contributory to any and all other insurance of CONSULTANT or Client ix, Except for Professional Liability Insurance the Subconsultant and its lower tier subcontractors and their respective insurance policies shall waive subrogation against CONSULTANT and the Client C. If any coverage is carried on a claims-made basis, the(i)retroactive date shall be noted on the Certificate of Insurance and shall be prior to or the day of the commencement of Subconsultant's Services under this Agreement and (ii) evidence of coverage shall be provided for five years beyond expiration of this Agreement,or such time as may be required by the Prime Contract, whichever is longer. D. Subconsultant shall submit to CONSULTANT certificates of insurance evidencing such policies upon the signing of this Subcontract. CONSULTANT shall be given thirty(30)days notice prior to cancellation or material change in policy coverage. Failure to provide the certificates of insurance or the notice of cancellation required herein will be a material breach of this Agreement, subject to termination and other remedies as set forth in this Agreement and available by law. E. Subconsultant shall also require its subcontractors, if any, who will perform any of the Services to procure and maintain the amounts and types of insurance specified above, inclusive of all endorsements. 10. Indemnity Notwithstanding any provision of this Agreement to the contrary, Subconsultant agrees to defend,indemnify,and hold harmless CONSULTANT and the Client from and against all claims, demands, damages, losses, costs, expenses (including attorneys' fees), fines, or penalties arising out of, related to, or as a consequence of, or alleged to arise out of, relate to, or be a consequence of any act, error, or omission to act on the part of the Subconsultant or its employees, agents, or independent contractors, or the invitees of any of them. 11. Remedies The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by CONSULTANT of any provision hereunder or a breach thereof by Subconsultant,shall not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect. 12. Severability In the event that any term or provision of this Agreement is held to be illegal, invalid,or unenforceable under the laws, regulations or ordinances of any federal, state, or other government to which this Agreement is subject, such term or provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and continue in full force. 13. Notices All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested;or sent by facsimile or email and also confirmed by registered mail, postage prepaid and return receipt requested,addressed as set forth below,or to such other address as may be designated by notice given as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein. CONSULTANT: LOCKWOOD, ANDREWS, & NEWNAM, COMPANY 2925 Briarpark Drive, Suite 400 Houston, TX 77042 Attention: Muhammad Ali, PE SUBCONSULTANT: GC ENGINEERING, INC. 2505 Park Avenue Pearland, TX 77581 Attention: N.(` o..vien&1c Row 9U 14. Modification This Agreement may only be modified by a written amendment hereto,duly executed by both parties. 15. Successors and Assignment Subconsultant binds itself, its successors, assigns, and legal representatives to CONSULTANT with respect to all of the covenants of this Agreement and further agrees that it shall not sell,assign,transfer, mortgage,pledge or in any manner encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of CONSULTANT. In the event that Subconsultant violates the foregoing prohibition, or in the event that Subconsultant without the prior written consent of CONSULTANT,which consent shall not be unreasonably withheld,sells,assigns,transfers,mortgages, pledges or in any manner encumbers,except as security for credit agreements,all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its ownership, CONSULTANT shall be entitled, at its sole option: 1. To require the Subconsultant's successor to continue to perform under this Agreement and to continue to satisfactorily fulfill Subconsultant's obligations under this Agreement; or 2. To terminate this Agreement. In such case Subconsultant shall be responsible for any and all liabilities arising from such termination. In the event that CONSULTANT replaces Subconsultant with another consultant after such termination, Subconsultant shall be responsible for any and all costs,expenses and liabilities arising from such substitution. In any event, Subconsultant shall remain liable for any and all work product or services provided by it prior to the termination. 16. Governing Laws Unless otherwise specified herein, this Agreement shall be governed by the law that governs the Prime Contract. In the event that the Prime Contract is silent regarding the governing law, this Agreement shall be governed by the law of the state where the Project is located. 17. Professional Registration If the Services under this Agreement involve the production of documents or drawings that require signing or sealing by a registered professional, Subconsultant warrants that it has a qualified person assigned to this Project who is registered in the State(s)of Texas and that such person shall sign and/or seal the documents or drawings. 18. Extent of Agreement This Agreement contains all of the promises, representations and understandings of the parties hereto and supersedes any previous understandings,commitments,proposals or agreements,whether oral or written, and may only be modified as set forth herein. Appendix "A" Services to be Provided by the Subconsultant The Engineer shall perform their work in accordance with the State's Utility Accommodation Policy and Texas Department of Transportation's(TxDOT) Utility Cooperative Management Process. The Engineer shall prepare Drawings early in the design phase(30 percent)to be used as exhibits in utility agreements. The exhibits shall be prepared using English units. The Engineer shall show existing utilities including those in conflict with construction on this project. The Engineer shall prepare plans to avoid or minimize utility adjustments, where feasible.The Engineer shall send out notices,with copies of exhibits and plans, including all milestone submittals. The Engineer shall compile, maintain, and update a Utility Conflict List to include phone log and all correspondence to the utility Owners. The Engineer shall provide the most current copy of the Utility Conflict List to the City at each milestone submittal, and shall be responsible for coordination with utility companies to resolve conflicts. The Utility Conflict List shall identify the Owner of the facility,the contact person (with address and telephone number), location of conflict(station and offset),type of facility, expected clearance date, status, effect on construction, and type of adjustment necessary. After identifying all conflicting utilities, and in coordination with the City,the Engineer shall arrange for(send plans and invitations in a timely manner)and attend utility meetings with all utility Owners and other interested parties or agencies that are identified to be within the proposed project's area. This meeting will be held at the City's office. The purpose of this meeting is to ensure that all utility Owners and area entities are aware of the scope and relevant details of the proposed project. The Engineer shall be responsible for writing and documenting the meeting minutes and other follow-up work with utility Owners, if necessary. The information obtained at each utility meeting shall be included as part of the milestone submittals. The Engineer shall make every effort to prevent detours and utility relocations from extending beyond the proposed ROW lines. If it is necessary to obtain additional ROW, permanent or temporary easements and /or right of entry,the Engineer shall notify the City in writing of the need and justification for such action in a timely manner to allow City to procure without delaying schedule.The Engineer shall identify and coordinate with all utility companies for relocations required. The Engineer shall prepare any exhibits necessary for utility and drainage district approvals and other governmental/regulatory agencies specific to the project and shall submit such exhibits or requests for permit or approval. Engineer shall be responsible for obtaining all agency approvals. Data Collection The Engineer shall collect, review, and evaluate data described below. The Engineer shall notify the City in writing whenever the Engineer finds disagreement with the information or documents. 1. Utility plans and documents from appropriate municipalities and agencies. Preliminary Engineering Report(PER) Submit Draft Report containing: 1. Identify utility conflicts and notify utilities Environmental Document 1. Utilities and Emergency Services: This section will describe any project-related impact to utilities and access for emergency services. Utility Adjustments The Engineer shall coordinate with the City to determine the location of all existing and proposed utilities and attend meetings with the various utility companies to discuss potential conflicts. The Engineer shall implement the TxDOT Houston District's Utility Cooperative Management Process covering milestone meetings, minutes, invitations to utility companies to attend milestone meetings, and correspondence. Exhibits for Utility Agreements. The Engineer shall coordinate with the City regarding utilities. The Engineer shall prepare Drawings early in the design phase to be used as exhibits in utility agreements. The Engineer shall show existing utilities including those in conflict with construction on this project. The Engineer shall prepare plans to avoid utility adjustments, if feasible. The Engineer shall incorporate all requirements identified in the utility agreements. The Engineer shall continue to maintain and update the utility exhibits as necessary. Identify and evaluate utility conflicts with proposed construction. Prepare and submit to the City Drawings for required utility agreement: 1. An 11 inch x 17 inch reproducible drawing and title 2. Each utility drawing shall include the following: a. Existing ROW lines b. Existing or proposed roadways c. Proposed storm sewers d. Underground utility in plan and profile e. Limits of existing pipe casing f. Owner of utility g. Control of access line h. Benchmark data i. Utility company construction contact and phone number j. Typical section view lengthwise along all pipe alignments crossing under the pavement 3. Copies of correspondence with utility companies(if any) 4. Prepare a list of potential conflicts with existing utilities prior to the 30 percent submittal and at every milestone submittal date thereafter. This utility conflict list must include highway station number, name of utility company and type of facility, the contact person (with address and telephone number), location of conflict(station and offset), proposed highway facility, impacts to storm sewer, roadway, drainage ditch and drilled shaft, expected clearance date,and effect on construction and type of adjustment necessary. The Engineer shall maintain and update the conflict list as necessary. After submittal to City,the Engineer shall need to update the utility conflict list again due to ROW certifications. Appendix B FEE SCHEDUI.F:'B1.DELI (:C L<GIN EERING•PRIVATE UTILITY RELOCATION SIYRANA RU MA'Hp(IRCOST 1 10101400-GC 1:Y(.T11:FRIS(:,110 X883111 SENIOR PRO; SF.VSOR PROJECT ('I1'I1. CA00 (1.FRICAL TOTAI. • 1( 94 4GR INGR LOGO LSGR TFCII A)O7AI. 6 1 16 6 0 0 19 P TOTAL 0 10 4 11 74 IS 0 261 5 TOTAL 4 19 Y. 34 16 1 0 107 [)181 11 ( 14 v 71 0 Q, 0 140 2.601AL 4 19 14 M 42 Q, 0 126 3 TOT 5L 4 II 19 1) 4 0 0 61 4 TOnI .. 16 4 12. 119 JOT 41.11n1RS Or 141 III 190 191 131• Al 0 RY 41011OURR6TTS•TC 114) 3 3c 1l 3 9381 6 50.90 5 41.11 S 32.07 $ 14.08 6 - TOT AL DIRECT I.SB00 COSTS lFC1301 $ 1.151.15 1 9414.03 $ 11.11668 $ 11.950.91 S 1,01144 S 471.71 S • S 60.14441 3 LC765:E(05 741'1111901'•t:('ES1:14E1R1u:.ITC- ,111 1r4•.l 1111Ul.11 011.11'031' COPIER COPIE4 111'1.18 1.60001E f)117('110 Air.11,.A. IIF.Tot.11)1•1 ILEIX:LR),I. 11111. irr 1104 (}n6- 60,01 ■668.0 1au1 7801 PI OI TOTAL 11.1,. 5 S , S f } 1 311100 11 1711 IL } I 5 S 1 • 1 24000 C 111191. ) - S , t S } S 14%471 :1 I.)'11. 5 1 • ' S 6 0 1 S TOTAI. I 1 , - 1 I - I , 10050 •FOT51 t 1 5 } 3 } 5 - OTO11I $ 1 ) 3 3 1 TOTALSIFCIM) 5 - S 3 - 5 - 8 - S - S - S 1600,00 SFr 31'4141900.4:0 ENG:INEI.RIN(:,14C, HOURS DIRFCT 81.00111 PROTR 5L'BTOTAL DIR15'I' 701,1. LAW! 1_0041 4110 113870.5513 A TOT 5,1 V S 171162 S 1111.18 5 4,1 40 5 101650 5 MO CD S 3.4554.30 P 1OTAl 11 S 1141901 S 1779310 1 19117 S 12(}14, S 140 0, A 31 511 44 S TOT41 197 S 61514 S 8.03174 S 351001 t 1110745 S 106097 S 1544.90 (1 TfTAl IN 3 697.06 $ 1087101 5 1 371 53 S 1943,1: S • S 19614.31, g.101AL IM S 1711.4 S 39.1,1 1 140130 5 16.11122 1 20}00 S 14410.22 T(T41 6'j 1461.9) S 1.59901 S 11.640 4 9.1101 0101.61 119 1 10010• S 811461 0 4433(1) 6 . 611_) 1 • 1 13,17738 TOTALS(KIM 880 S 40.146.341 S 63.63594 S 1437413 S 111.911.49 1 1,900.00 1 114110,19 DAN)04 RES llllll1-PLR 91130:('64 I:14:15UERING.ISC I I TV 0LN'R3P3IOS 11061 10117 •I. 101371306 4411111 38331E0 CIS11 1.6110 CI 1131.II 1111 51. 118, 060015 6809117 5154,0 157.1( 1.408 154.0 11.111 5111 IM DATA COLIYCT10NSITE RF:COSSAIS\V.CI. • 'FV01W'OF AV 911 ARLErv30RM COON n1 ' " 11 1 I 'TTr R3r7A0NAIISANCT , 5 5• 4018201.91. e 746.., ,F 1 6 8 in 9 0 0 1x IM .I I 0410 1 B ART F%14T1NG U111.1TY LAYOUT IPIA,.1000)32201 a -1 ". c, 14. B a'"1.6101/1 a 6 . 1.•B AIAYOUT ( . 11 B 1011) 1 1 a kt SUBTOTAL I 03.1,. 6i 6 11 64 71 74 II 0 161 C 300 .0504'(1 MI.LTI S):511TTH 1110 ITY COM PAST FS C IWAIF.DRY°IlU;1Y RI OF iT0)l.(GAS FRM,NI.141-C 1141C L110.1- 1ti1 I I 4 • - 1' 0 C EVFLOR WORK PLAN I I ' 0 C -•(NATION 061144049110F I'OlS51145).4NDR11PCAllON I I • I II 0 C 4'°1NATION OF ENTERPRISF MPFI MECOO60IS0 AND RF10CATION I I 1 5 II 0 ✓ 'ID)O01NA710N OFAl1OSTRFAM PIPELINE(R05M4r,AN0R11 Denims I 1 . 4 .. 19 0 (' S0.4DLVAT%A40F EINT)FR MORGAN PIPEI.PE(ROSSIVG AND RELOCAT9N 1 1 1 1 19 0 C .001100.AI100 OF 15706 OSA PIPFLISECROS5rv09NOR11.M'ATON I 1 1 a 10 33 C -- 6P P ASDCO6TIDTMFETINCS WMI LT11110 COMP AN F0450100 T I ' I' a - a 25 n SUBTOTAL 8 Sheers 88 4 II 30 II II 4 0 34? „1 IM F.NF.W 01 PROPOSER LTD.I TI'4OI43T6Im11'9 O VA/0117F ALTFRNATIIFS I - 41 0 D 02114'1ST$UAT1S AND 1'0••'10 I.0 '" 17 0 D :41100 PI ASS , 61 0 SUBTOTAI. n 548. .•.r. 4 14 II 71 0 • 4 144 41 110 01 P IRE 51(.510 A 13)1.3 n 11411 P010160,1113 T11.IT1.LAYOUT I 5 1 3 4 9 1 1 1,01.0.,l•.:1 111511 Pt.RI5S1:11'!.1 111.51'353 1 a • J. •• .. 116 0 SUBTOTAL ., 6.4.60 41 4 10 14 16 I_ • • 124 03 III .°ORDINATE F*RTJ[H 11 054 01 0111110 4IU05TSIE518 7 ,DORM,STF.5N-IRCSTI.W 3'133114 ADRTTSIFD.TMAS'S I - 1 -• 67 0• SUBTOTAL 0 56.60 8 a 4 10 18 19 I 0 0 1 .. 110 11901155100 03.111410 0006134003),S511 1181.111 O 13BM01T13 M1V 408114X381 A9[1.SIB5I154 a a :0 - (I II• 0 '(OMIT MCS'0P06M TIM RI•CORIIl OF45191131-011(1.71,155 AND 11115L4TF 70 TCD.1T - 8 • I' I• 18'01!241 .. 174..'. 44 5 LA 22 31 14 II 119 - 4112141. 1 2 30 1 9 9 19 0 TOTAL n I! 04 71 3 II 0 161 C TOTAL 3 19 2< M 16 4 0 107 pTOTAL -4 An r 2 9 0 190 $TOTAL - 20 I1 II 42 9 0 IIL, F TOT 41 • 19, 11 19 4 9 0 61 0TOTAL 111 15 11 J4 II 0 :(7 TOTAL IIOURSIIC IM) 1) 151_ 144 338 131 M_ 0_ x54 SUBCONSULTING AGREEMENT THIS SUBCONSULTING AGREEMENT is made and entered into this 29 day of March , 2018, by and between LOCKWOOD, ANDREWS & NEWNAM, INC., a Texas corporation having an office at 2925 Briarpark Drive.Suite 400, Houston,Texas 77042 (hereinafter referred to as"CONSULTANT")and Q Consultants Inc.dba Quadrant Consultants Inc. ,a Texas corporation, having its principal place of business at 7322 Southwest Freeway, Suite 470, Houston,Texas 77074 (hereinafter referred to as "Subconsultant"). WITNESSETH: WHEREAS, CONSULTANT has heretofore entered into an Agreement dated ("Prime Contract") with City Of Pearland ("Client") to provide consulting services related to the Mykawa Road from BW 8(S) to FM 518 ("Project"). WHEREAS, CONSULTANT desires to engage Subconsultant to perform certain of the professional services related to the Project, and, WHEREAS, Subconsultant represents that it is fully qualified and willing to perform the services required hereunder, NOW THEREFORE,for and in consideration of the covenants and conditions hereinafter set forth,the parties do mutually agree as follows: I. STATEMENT OF WORK A. Subconsultant hereby agrees to perform the tasks and services set forth in Exhibit "A" ("Services"), such exhibit being attached hereto and made a part hereof, in accordance with the terms and conditions expressed herein,and in a sequence,time and manner which will permit CONSULTANT to comply with the requirements and applicable sections of the Prime Contract, incorporated herein by this reference and attached hereto as Exhibit"0". B. In addition to the Statement of Services described herein, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of the Prime Contract. For the purpose of clarity, CONSULTANT shall not be bound by any terms or provisions in any proposal from Subconsultant attached hereto other than those setting forth the scope of services, the budget and the schedule to the extent such are not in conflict with the services, budget and schedule set forth herein. Any other such terms are deemed void and specifically deleted from this Agreement. II. COMPENSATION For and in consideration of the Subconsultant's performance of the Services in accordance with this Agreement, CONSULTANT agrees to pay Subconsultant the sums set forth under Exhibit"B"attached hereto and made a part hereof. III. TERMS AND CONDITIONS In addition to applicable provisions of the Prime Contract,hereby incorporated by reference and made a part hereof, Subconsultant agrees to be bound by the General Provisions of Subcontract Agreement identified as Exhibit"C"attached hereto and made a part hereof.If a landowner or other party requires a third-party license agreement, permit or similar document, including, without limitation, any right-of-entry permit or agreement, easement agreement,or railroad or similar right-of-way or right-of-entry agreement, be signed before a party enters the property to render services, and if Subconsultant's scope of services requires Subconsultant to enter the subject property to render its services under this Agreement, then Subconsultant agrees to enter into whatever agreement is required of Subconsultant for it to enter the subject property. In addition, in the event CONSULTANT is required to execute any such third-party license, permit, or similar document in connection with Subconsultant's services under this Agreement, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of said third-party license, permit, or similar document, and, without limiting the scope of the foregoing, to assume CONSULTANT's indemnification obligations under said document to the extent they relate to Subconsultant's services under this Agreement. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have executed this Agreement effective on the date first written above. SUBCONSULTANT LOCKWOOD, ANDREWS & NEWNAM, INC. Lt By: By: r%i Print Print Name: Michael Y. Chou Name: Muhammad Ali, PE Title: President Title: Sr. Associate, Team Leader Date: y73/ Date: 4/11/2018 I I I I EXHIBIT "A" STATEMENT OF SERVICES SERVICES 1. Subconsultant represents that it has the expertise,experience, personnel,and resources to perform the Services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or permitted under applicable law or regulations to perform such Services. None of the work or Services shall be subcontracted without the prior written approval of CONSULTANT. 2. Subconsultant will perform or cause to be performed the Services described below in accordance with all applicable laws, regulations,codes and with the provisions of this Agreement. Subconsultant shall use its best efforts to conduct the services in an expeditious and timely manner. 3. A written definition of the Services to be performed by the Subconsultant is set forth below: Subconsultant will provide all work and services as set forth in Appendix A, which document is attached hereto as Appendix 'A'; incorporated herein and made a part hereof by this reference. 4. Subconsultant Quality Assurance Plan. Subconsultant shall establish and maintain a project Subconsultant Quality Assurance Plan(SQAP)that sets forth Subconsultant's policy for quality assurance and control and the procedures for implementing that policy during the performance of work or services as described in the Contract and/or Subconsultant's proposal. If Subconsultant has an established company plan for quality assurance and control,that plan may be suitable as the SQAP. Subconsultant shall submit a copy of the SQAP to CONSULTANT prior to commencing performance of its services or work. CONSULTANT reserves the right to review, comment, and require a resubmission. All services or work performed by Subconsultant shall be in conformity with the SQAP. CONSULTANT reserves the right to conduct audits or otherwise monitor the Subconsultant's compliance with the SQAP. Neither the submission nor acceptance of the SQAP by CONSULTANT nor the conduct of any audits or reviews by CONSULTANT relieve the Subconsultant of its full liability for any errors, omissions or other deficiencies in the Subconsultant's work. EXHIBIT "B" COMPENSATION AND PAYMENT 1. For and in consideration of the proper performance and completion of the Services hereunder, CONSULTANT agrees to pay Subconsultant as follows: Subconsultant will be compensated in accordance with the terms of the Prime Contract, based on the rates set forth in Appendix B, which document is attached hereto as Appendix "B", incorporated herein and made a part hereof by this reference. Subconsultant's compensation shall not exceed$ 33,378.89 . 2. Once each month, Subconsultant shall submit an invoice for the Services rendered during the previous month to the email addresses as indicated in Article 8 hereunder. Within thirty(30)days or as required by ordinance or statute,following receipt by CONSULTANT from Client of payment for the Services, CONSULTANT shall pay Subconsultant the amount due. CONSULTANT's receipt of payment from the Client for the Services is a condition precedent to CONSULTANT's obligation to pay Subconsultant. 3. Subconsultant shall not perform any additional service, or incur any additional expense in the performance of this Agreement without the prior written approval of CONSULTANT. 4. CONSULTANT shall not be responsible for payment or reimbursement of monies for additional services performed without the prior written approval of CONSULTANT. 5. Should a change of scope or additional services be required, payment for such services will be determined at the time of CONSULTANT's written approval, and such shall be amended to this Agreement. 6. Subconsultant hereby agrees to defend, indemnify and hold CONSULTANT harmless against any payments made by CONSULTANT to Subconsultant which are subsequently disallowed by the Client, and agrees to promptly reimburse CONSULTANT for any such amounts plus interest which CONSULTANT may be required to pay the Client on behalf of Subconsultant. 7. CONSULTANT will not be responsible for reimbursement(nor for seeking reimbursement from the Client)for costs invoiced more than 90 days after the costs were incurred. 8. Invoices addressed to Lockwood, Andrews & Newnam, Inc. should be sent to the following: Email: LANAccountsPayable(a�lan-inc.com With copies to: Project Manager: Muhammad Ali, MMAIilan-inc.com Project Administrator: Maria Kennison, MDKennison(&.lan-inc.com EXHIBIT "C" GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT 1. Responsibility Subconsultant shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,drawings, specifications,calculations,data,reports or other Services to be provided hereunder, and shall, without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review,approval or acceptance of, nor payment for,any of the Services required hereunder shall be construed as a waiver of any rights under this Agreement by CONSULTANT or of any cause of action arising out of the performance of this Agreement. 2. Changes CONSULTANT may, upon ten (10) days written notice, make changes in the Services. If such changes result in an increase or a decrease in Services,in the time required for performance thereof, or in the compensation there for,this Agreement may only be amended,revised or otherwise modified by written amendment executed by both parties. 3. Termination A. Performance of the Services may be terminated by CONSULTANT at any time, in whole or in part: (1) Whenever Subconsultant shall default in its obligations or fails to make progress in the prosecution of the Services; or (2) For the convenience of CONSULTANT. B. Termination shall be effected by delivery to Subconsultant of the Notice of Termination, specifying whether said termination is for default of Subconsultant or for the convenience of CONSULTANT, the extent to which performance of the Services are terminated; and the date upon which said termination is to become effective. If, after Notice of Termination for default,it is determined that Subconsultant was not in default, or that Subconsultant's failure to fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of Termination shall be deemed to have been issued for the convenience of CONSULTANT. C. Following receipt of Notice of Termination, Subconsultant shall discontinue performance of the Services on the date and to the extent specified therein,and deliver to CONSULTANT the completed or partially completed plans, information, data, reports, estimates, summaries, materials,or other documents which,if performance had been properly completed,would be furnished to CONSULTANT. Subconsultant shall continue performance of such part of the Services which are not terminated by the Notice of Termination. CONSULTANT shall pay Subconsultant for Services properly performed, which shall include costs and expenses reimbursable in accordance with the Terms of this Agreement incurred prior to the effective date specified in the Notice of Termination. In the event of a termination for convenience, CONSULTANT shall also reimburse Subconsultant for any reasonable costs and expenses necessary resulting from the termination, to the extent that such amounts are actually recovered from Client. D. In the event of termination for default, Subconsultant shall be liable to CONSULTANT for all cost and expense incurred in order to complete the Services, 4. Confidentiality Subconsultant hereby agrees that all information provided by CONSULTANT pursuant to the work and Services hereunder shall be considered confidential and proprietary,and shall not be reproduced, transmitted, used or disclosed by the Subconsultant without the written consent of CONSULTANT, except as may be necessary for the non-disclosing party to fulfill its obligations hereunder;provided I that the limitation shall not apply to any information or portion thereof, which is within the public domain at the time of its disclosure. The requirements of this provision shall survive the completion or termination of this Agreement. 5. Ownership and Reuse of Documents All non-proprietary data, information, reports, drawings, renderings, or other documents, data or materials prepared by Subconsultant under this Agreement shall become the property of CONSULTANT or the Client if imposed by the Prime Contract, whether or not the work covered thereby is executed;provided that Subconsultant may retain a record copy for its files. 6. Relationship The legal relationship of Subconsultant to CONSULTANT hereunder shall be that of an independent contractor and not that of an agent, employee or joint venturer. 7. Examination of Records If the Services performed by Subconsultant hereunder are in support of any government contract or program, or under a cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subconsultant shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally recognized accounting methods and permit inspection by CONSULTANT or the Client,or the authorized representatives of either of them at mutually convenient times,or the Comptroller General of the United States or any of his authorized representatives. 8. Compliance with Laws A. Subconsultant shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and orders in effect throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965, as amended (regarding Equal Employment Opportunity),and the orders of the Secretary of Labor pursuant thereto. B. No Party to this agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity which is 1) illegal under any applicable laws or regulations, or 2) would have the effect of causing CONSULTANT or its subsidiaries or affiliates to be in violation of the U.S. Foreign Corrupt Practices Act. C. In connection with this agreement, no party shall give,offer, promise,or authorize,directly or indirectly, anything of value to 1) an official or employee of any government, state-owned enterprise, international organization or any subdivisions,agents or advisors thereto,whether paid or unpaid (any such person referred to collectively as "Official"), including the government(s) of the territories in which work will be performed hereunder; or 2) any person(s)or party(s)while knowing or having reason to know that such thing of value is to be given, offered or promised to an Official in order to: i. influence any official act or decision, or; ii. induce an Official to use his or her influence to affect a decision of any government or international organization, or; iii. assist the Parties hereto in obtaining or retaining business, or in directing business to any person, or; iv. to obtain an unfair advantage for the Parties in any respect. D. In connection with this Agreement, no Party shall make a contribution to any political party or candidate for office on behalf of or associated with the Parties or in connection with the purpose of this agreement. E. Subconsultant shall not retain or engage a third party to carry out sales or marketing obligations in connection with the scope of this Agreement without obtaining CONSULTANT's prior written consent. CONSULTANT reserves the right in its sole discretion to reject a request to engage or retain any such third party. F. Subconsultant hereby covenants that no officer, director, owners, principal shareholder, family members thereof, agent, representative or employee of Subconsultant is an Official and that Subconsultant shall not employ any Official during the term of this Agreement. Subconsultant further covenants that no Official is deriving any benefit, directly or indirectly, from this Agreement. G. In no case shall CONSULTANT be obligated to take any action or make any payment to Subconsultant that would cause CONSULTANT to suffer a penalty or contravene applicable laws or regulations, including but not limited to the laws of the territories in which work will be performed and those of the United States. H. If Subconsultant breaches any of the covenants contained in this section, CONSULTANT shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing or claimed by Subconsultant hereunder. In such instance, Subconsultant shall indemnify CONSULTANT for any penalties, losses and expenses resulting from such breach of the provisions of this section. 9. Insurance A. Without limiting Subconsultant's indemnification obligations,Subconsultant shall provide,pay for, and maintain in force at all time during the performance of the services insurance to protect itself, CONSULTANT, and the Client: from claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury to or destruction of property, including loss of use thereof; and from claims arising out of the performance of professional services,or as a consequence thereof, caused by error, omission, or negligent act for which Subconsultant, its employees, agents, Subconsultants, and material suppliers, or the invitees of any of them, may be responsible. B. Subconsultant shall provide, pay for, and maintain in force at all times during the performance of the Services insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract does not contain any insurance requirements, or to the extent such insurance requirements contained in the Prime Contract are less than the following insurance requirements, Subconsultant shall provide,pay for,and maintain the following minimum insurance: Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for loss of or damage to property with combined single limit of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. ii. Automobile Public Liability Insurance with a minimum one million dollars ($1,000,000.00) per occurrence coverage for both bodily injury and property damage. iii. Excess / Umbrella insurance following the form of the policies in (i)and (ii) above may be used to satisfy the limits set forth therein. iv. Workers' Compensation Insurance as may be required by all state and federal workers' compensation acts, the Federal Longshoremen's and Harbor Workers' Compensation Act, the Outer Continental Shelf Act and such other acts as may be applicable to the Services. v. Employers' Liability Insurance with amounts required by law or one million dollars ($1,000,000)whichever is greater. vi. Professional Liability Insurance with limits of liability not less than two million dollars ($2,000,000.00) per claim and in the aggregate. vii. If the Services are to be performed within 50 feet from any railroad, Subconsultant shall obtain and present to CONSULTANT before the commencement of the Services a CG 2417 endorsement for its Commercial General Liability coverage. Such endorsement shall list CONSULTANT and the Client as additional insureds. viii. Subconsultant shall name CONSULTANT and the Client as additional insured on insurance policies identified in(i)and(ii)above on a primary and non-contributory to any and all other insurance of CONSULTANT or Client ix, Except for Professional Liability Insurance the Subconsultant and its lower tier subcontractors and their respective insurance policies shall waive subrogation against CONSULTANT and the Client C. If any coverage is carried on a claims-made basis, the(i) retroactive date shall be noted on the Certificate of Insurance and shall be prior to or the day of the commencement of Subconsultant's Services under this Agreement and (ii) evidence of coverage shall be provided for five years beyond expiration of this Agreement,or such time as may be required by the Prime Contract,whichever is longer. D. Subconsultant shall submit to CONSULTANT certificates of insurance evidencing such policies upon the signing of this Subcontract. CONSULTANT shall be given thirty(30)days notice prior to cancellation or material change in policy coverage. Failure to provide the certificates of insurance or the notice of cancellation required herein will be a material breach of this Agreement. subject to termination and other remedies as set forth in this Agreement and available by law. E. Subconsultant shall also require its subcontractors, if any, who will perform any of the Services to procure and maintain the amounts and types of insurance specified above, inclusive of all endorsements. 10. Indemnity Notwithstanding any provision of this Agreement to the contrary, Subconsultant agrees to defend,indemnify,and hold harmless CONSULTANT and the Client from and against all claims, demands, damages, losses, costs, expenses (including attorneys' fees), fines, or penalties arising out of, related to, or as a consequence of, or alleged to arise out of, relate to, or be a consequence of any act, error, or omission to act on the part of the Subconsultant or its employees, agents,or independent contractors, or the invitees of any of them. 11. Remedies The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by CONSULTANT of any provision hereunder or a breach thereof by Subconsultant,shall not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect. 12. Severability In the event that any term or provision of this Agreement is held to be illegal, invalid,or unenforceable under the laws, regulations or ordinances of any federal, state, or other government to which this Agreement is subject,such term or provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and continue in full force. I I 13. Notices All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested;or sent by facsimile or email and also confirmed by registered mail, postage prepaid and return receipt requested,addressed as set forth below,or to such other address as may be designated by notice given as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein. CONSULTANT: LOCKWOOD, ANDREWS, & NEWNAM, COMPANY 2925 Briarpark Drive, Suite 400 Houston, TX 77042 Attention: Muhammad Ali, PE SUBCONSULTANT: Q CONSULTANTS INC. dba QUADRANT CONSULTANTS, INC. 7322 Southwest Freeway, Suite 470 Houston, Texas 77074 Attention: Michael Y. Chou 14. Modification This Agreement may only be modified by a written amendment hereto,duly executed by both parties. 15. Successors and Assignment Subconsultant binds itself, its successors, assigns, and legal representatives to CONSULTANT with respect to all of the covenants of this Agreement and further agrees that it shall not sell,assign,transfer, mortgage,pledge or in any manner encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of CONSULTANT. In the event that Subconsultant violates the foregoing prohibition, or in the event that Subconsultant without the prior written consent of CONSULTANT,which consent shall not be unreasonably withheld,sells,assigns,transfers,mortgages, pledges or in any manner encumbers,except as security for credit agreements,all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its ownership, CONSULTANT shall be entitled, at its sole option: 1. To require the Subconsultant's successor to continue to perform under this Agreement and to continue to satisfactorily fulfill Subconsultant's obligations under this Agreement; or 2. To terminate this Agreement. In such case Subconsultant shall be responsible for any and all liabilities arising from such termination. In the event that CONSULTANT replaces Subconsultant with another consultant after such termination, Subconsultant shall be responsible for any and all costs,expenses and liabilities arising from such substitution. In any event,Subconsultant shall remain liable for any and all work product or services provided by it prior to the termination. 16. Governing Laws Unless otherwise specified herein, this Agreement shall be governed by the law that governs the Prime Contract. In the event that the Prime Contract is silent regarding the governing law, this Agreement shall be governed by the law of the state where the Project is located. I 17. Professional Registration If the Services under this Agreement involve the production of documents or drawings that require signing or sealing by a registered professional, Subconsultant warrants that it has a qualified person assigned to this Project who is registered in the State(s) of Texas and that such person shall sign and/or seal the documents or drawings. 18. Extent of Agreement This Agreement contains all of the promises,representations and understandings of the parties hereto and supersedes any previous understandings,commitments,proposals or agreements,whether oral or written, and may only be modified as set forth herein. Appendix "A" Services to be Provided by the Subconsultant The Engineer shall secure right-of-entry to private property for the purpose of performing any surveying and/or soil boring activities. In pursuance of the City's policy with the general public,the Engineer shall not commit acts resulting in damages to private property and the Engineer shall make every effort to comply with the wishes and address the concerns of private property owners. Data Collection The Engineer shall collect, review, and evaluate data described below. The Engineer shall notify the City in writing whenever the Engineer finds disagreement with the information or documents. 1. Data, if available, from the City or State, including identified hazardous material sites Hazardous Materials Initial Site Assessment: The Initial Site Assessment(ISA)will be conducted.The objective of the ISA is to 1)identify and assess potentially contaminated sites early in project development, 2)coordinate early with federal/state/local agencies to assess the contamination and the cleanup needed;and 3)determine and implement measures early to avoid or minimize involvement with substantially contaminated properties. The Engineer's Environmental Subconsultant will complete the ISA complete with applicable figures and appendices (e.g. Project Location Map, USGS Topographic Map, Historical Aerial Photographs, Project Schematic, Regulatory Database, Historical Topographic Maps, Fire Insurance Map Report, City Directory Report, and Site Photographs). Requirements for addressing hazardous materials as they relate to the NEPA process will be addressed in accordance with TxDOT's Environmental Handbook for Hazardous Materials. Waters of the U.S. Delineation and Corps Verification: The purpose of this task is to identify potential waters of the U.S. (WOUS), including wetlands,that may be regulated by the United States Army Corps of Engineers(USACE), to delineate affected waters and wetlands, and to obtain the approval of the Corps for the delineations. Under the USACE's permit program, development projects that impact WOUS may proceed under certain conditions,which depend on the degree of impacts, and measures to avoid, minimize, and compensate for any impacts.A Waters of the U.S. determination is the first step in complying with Section 404 of the Clean Water Act.The Engineer will conduct field investigations to identify waters and wetlands that may be under Corps jurisdiction, stake the boundaries(Ordinary High Water Mark of waters, and delineated wetland boundaries)and prepare a Request for Approved Jurisdiction Determination Report in accordance with current federal delineation methods(1987 USACE Wetland Delineation Manual and 2009 Regional Supplement for the Atlantic and Gulf Coast Plain Region,Version 2).The Engineer will survey the delineated boundaries using a survey-grade Global Positioning System (GPS).The report will indicate any exempt and non-jurisdictional features, such as ditches cut from uplands,within the project footprint, and explain why they are not jurisdictional. The Request for Approved Jurisdiction Report will be submitted to the USAGE Galveston District, Regulatory Branch.The agency's response and comments regarding jurisdiction will assist in properly addressing all surface water features with respect to Section 404 of the CWA. Water Resources Technical Report: This technical report will include relevant discussions regarding Section 404 of the CWA: Waters of the U.S., Section 401 of the CWA:Water Quality Certification, Executive Order 11990, Wetlands, Rivers and Harbors Act of 1899, Section 10, General Bridge Act/Section 9 of the Rivers and Harbors Act, Section 303(d)of the CWA, Section 402 of the CWA:Texas Pollutant Discharge Elimination System and MS4, Floodplains, and Edwards Aquifer. Desktop resources including historical aerial photographs, historical topographic maps, USFWS National Wetlands Inventory maps, floodplain maps,TCEQ Surface Water Quality Viewer, and other resources will be consulted and referenced, as applicable. Wetlands Information The wetland areas, if identified, are to be staked,fenced, and the delineation surveyed by the Engineer. The survey data shall be electronically transferred to the Plan and Profile sheets and the volumes calculated for the delineated areas. I Preliminary Engineering Report(PER): 1. Submit Draft Report containing: a. Preliminary Jurisdictional Wetlands Determination and schedule USACE verification; Preliminary Mitigation plan The NEPA document will generally include the following activities, document sections, and elements: 1. Waters Resources:This section will summarize the results of the Water Resources Technical Report.The EA will address the need for a permit from the U.S.Army Corps of Engineers. 2. Hazardous Materials: This section will summarize the results of the Hazardous Materials ISA, and will incorporate any comments received from TxDOT related to hazardous materials. This section will also include a discussion of any commitments for additional investigations related to hazardous materials, in consultation with TxDOT. 3. Figures: The following figures are anticipated for inclusion in the EA; however, additional supporting graphics may be included, as deemed necessary. a. Water Resources Deliverables and Revisions The following deliverables will be provided. Exhibits will be limited to 8.5"x 11"format, if possible. Electronic copies will be provided for all draft documents. Hardcopies of the following final deliverables will be provided: • Water Resources Technical Report • Hazardous Materials Initial Site Assessment • Waters of the U.S. Delineation Report and Corps Verification Request Letter SUBCONSULTING AGREEMENT THIS SUBCONSULTING AGREEMENT is made and entered into this 29 day of March , 2018, by and between LOCKWOOD, ANDREWS & NEWNAM, INC., a Texas corporation having an office at 2925 Briarpark Drive, Suite 400, Houston,Texas 77042 (hereinafter referred to as"CONSULTANT")and Binkley & Barfield, Inc. , a Texas corporation, having its principal place of business at 1710 Seamist Drive Houston, TX 77008 _(hereinafter referred to as "Subconsultant"). WITNESSETH: WHEREAS, CONSULTANT has heretofore entered into an Agreement dated ("Prime Contract") with City Of Pearland ("Client") to provide consulting services related to the Mykawa Road from BW 8(S)to FM 518 ("Project"). WHEREAS, CONSULTANT desires to engage Subconsultant to perform certain of the professional services related to the Project, and, WHEREAS, Subconsultant represents that it is fully qualified and willing to perform the services required hereunder, NOW THEREFORE,for and in consideration of the covenants and conditions hereinafter set forth,the parties do mutually agree as follows: I. STATEMENT OF WORK A. Subconsultant hereby agrees to perform the tasks and services set forth in Exhibit "A" ("Services"), such exhibit being attached hereto and made a part hereof, in accordance with the terms and conditions expressed herein,and in a sequence,time and manner which will permit CONSULTANT to comply with the requirements and applicable sections of the Prime Contract, incorporated herein by this reference and attached hereto as Exhibit"D". B. In addition to the Statement of Services described herein, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of the Prime Contract. For the purpose of clarity, CONSULTANT shall not be bound by any terms or provisions in any proposal from Subconsultant attached hereto other than those setting forth the scope of services, the budget and the schedule to the extent such are not in conflict with the services, budget and schedule set forth herein. Any other such terms are deemed void and specifically deleted from this Agreement. II. COMPENSATION For and in consideration of the Subconsultant's performance of the Services in accordance with this Agreement, CONSULTANT agrees to pay Subconsultant the sums set forth under Exhibit"B"attached hereto and made a part hereof. III. TERMS AND CONDITIONS In addition to applicable provisions of the Prime Contract, hereby incorporated by reference and made a part hereof, Subconsultant agrees to be bound by the General Provisions of Subcontract Agreement identified as Exhibit"C"attached hereto and made a part hereof. If a landowner or other party requires a third-party license agreement, permit or similar document, including, without limitation, any right-of-entry permit or agreement, easement agreement,or railroad or similar right-of-way or right-of-entry agreement, be signed before a party enters the property to render services, and if Subconsultant's scope of services requires Subconsultant to enter the subject property to render its services under this Agreement, then Subconsultant agrees to enter into whatever agreement is required of Subconsultant for it to enter the subject property. In addition, in the event CONSULTANT is required to execute any such third-party license, permit, or similar document in connection with Subconsultant's services under this Agreement, Subconsultant agrees to be bound in the same manner and to the same extent that CONSULTANT is bound by all applicable sections of said third-party license, permit, or similar document, and, without limiting the scope of the foregoing, to assume CONSULTANT's indemnification obligations under said document to the extent they relate to Subconsultant's services under this Agreement. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have executed this Agreement effective on the date first written above. SUBCONSULTANT LOCKWOOD, ANDREWS & NEWNAM, INC. • By: 6 Oj C By: /P&P/6' / Print Print Name: YO US3C1 L fl Mr-1 Name: Muhammad Ali, PE Title: C Ci IZ 0 R /? U I ct Title: Sr. Associate, Team Leader Date: LI/ it/ / u' Date: 4/12/2018 EXHIBIT "A" STATEMENT OF SERVICES SERVICES 1. Subconsultant represents that it has the expertise,experience, personnel,and resources to perform the Services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or permitted under applicable law or regulations to perform such Services. None of the work or Services shall be subcontracted without the prior written approval of CONSULTANT. 2. Subconsultant will perform or cause to be performed the Services described below in accordance with all applicable laws, regulations,codes and with the provisions of this Agreement. Subconsultant shall use its best efforts to conduct the services in an expeditious and timely manner. 3. A written definition of the Services to be performed by the Subconsultant is set forth below: Subconsultant will provide all work and services as set forth in Appendix A, which document is attached hereto as Appendix 'A" incorporated herein and made a part hereof by this reference. 4. Subconsultant Quality Assurance Plan. Subconsultant shall establish and maintain a project Subconsultant Quality Assurance Plan(SQAP)that sets forth Subconsultant's policy for quality assurance and control and the procedures for implementing that policy during the performance of work or services as described in the Contract and/or Subconsultant's proposal. If Subconsultant has an established company plan for quality assurance and control, that plan may be suitable as the SQAP. Subconsultant shall submit a copy of the SQAP to CONSULTANT prior to commencing performance of its services or work. CONSULTANT reserves the right to review, comment, and require a resubmission. All services or work performed by Subconsultant shall be in conformity with the SQAP. CONSULTANT reserves the right to conduct audits or otherwise monitor the Subconsultant's compliance with the SQAP. Neither the submission nor acceptance of the SQAP by CONSULTANT nor the conduct of any audits or reviews by CONSULTANT relieve the Subconsultant of its full liability for any errors, omissions or other deficiencies in the Subconsultant's work. EXHIBIT "B" COMPENSATION AND PAYMENT 1. For and in consideration of the proper performance and completion of the Services hereunder, CONSULTANT agrees to pay Subconsultant as follows: Subconsultant will be compensated in accordance with the terms of the Prime Contract, based on the rates set forth in Appendix B, which document is attached hereto as Appendix "B", incorporated herein and made a part hereof by this reference. Subconsultant's compensation shall not exceed$ 102,333.50 . 2. Once each month, Subconsultant shall submit an invoice for the Services rendered during the previous month to the email addresses as indicated in Article 8 hereunder. Within thirty(30)days or as required by ordinance or statute,following receipt by CONSULTANT from Client of payment for the Services, CONSULTANT shall pay Subconsultant the amount due. CONSULTANT's receipt of payment from the Client for the Services is a condition precedent to CONSULTANT's obligation to pay Subconsultant. 3. Subconsultant shall not perform any additional service, or incur any additional expense in the performance of this Agreement without the prior written approval of CONSULTANT. 4. CONSULTANT shall not be responsible for payment or reimbursement of monies for additional services performed without the prior written approval of CONSULTANT. 5. Should a change of scope or additional services be required, payment for such services will be determined at the time of CONSULTANT's written approval, and such shall be amended to this Agreement. 6. Subconsultant hereby agrees to defend,indemnify and hold CONSULTANT harmless against any payments made by CONSULTANT to Subconsultant which are subsequently disallowed by the Client, and agrees to promptly reimburse CONSULTANT for any such amounts plus interest which CONSULTANT may be required to pay the Client on behalf of Subconsultant. 7. CONSULTANT will not be responsible for reimbursement(nor for seeking reimbursement from the Client)for costs invoiced more than 90 days after the costs were incurred. 8. Invoices addressed to Lockwood, Andrews & Newnam, Inc. should be sent to the following: Email: LANAccountsPayable(a lan-inc.com With copies to: Project Manager: Muhammad Ali, MMAli(c�lan-inc.com Project Administrator: Maria Kennison, MDKennison(a�lan-inc.com h EXHIBIT "C" GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT 1. Responsibility Subconsultant shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,drawings,specifications,calculations,data,reports or other Services to be provided hereunder, and shall, without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review,approval or acceptance of, nor payment for,any of the Services required hereunder shall be construed as a waiver of any rights under this Agreement by CONSULTANT or of any cause of action arising out of the performance of this Agreement. 2. Changes CONSULTANT may, upon ten (10) days written notice, make changes in the Services. If such changes result in an increase or a decrease in Services, in the time required for performance thereof, or in the compensation there for,this Agreement may only be amended,revised or otherwise modified by written amendment executed by both parties. 3. Termination A. Performance of the Services may be terminated by CONSULTANT at any time, in whole or in part: (1) Whenever Subconsultant shall default in its obligations or fails to make progress in the prosecution of the Services; or (2) For the convenience of CONSULTANT. B. Termination shall be effected by delivery to Subconsultant of the Notice of Termination, specifying whether said termination is for default of Subconsultant or for the convenience of CONSULTANT, the extent to which performance of the Services are terminated; and the date upon which said termination is to become effective. If, after Notice of Termination for default, it is determined that Subconsultant was not in default, or that Subconsultant's failure to fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of Termination shall be deemed to have been issued for the convenience of CONSULTANT. C. Following receipt of Notice of Termination, Subconsultant shall discontinue performance of the Services on the date and to the extent specified therein,and deliver to CONSULTANT the completed or partially completed plans, information, data, reports, estimates, summaries, materials,or other documents which, if performance had been properly completed,would be furnished to CONSULTANT. Subconsultant shall continue performance of such part of the 11 Services which are not terminated by the Notice of Termination. CONSULTANT shall pay Subconsultant for Services properly performed, which shall include costs and expenses reimbursable in accordance with the Terms of this Agreement incurred prior to the effective date specified in the Notice of Termination. In the event of a termination for convenience, CONSULTANT shall also reimburse Subconsultant for any reasonable costs and expenses necessary resulting from the termination, to the extent that such amounts are actually recovered from Client. D. In the event of termination for default, Subconsultant shall be liable to CONSULTANT for all cost and expense incurred in order to complete the Services, 4. Confidentiality Subconsultant hereby agrees that all information provided by CONSULTANT pursuant to the work and Services hereunder shall be considered confidential and proprietary,and shall not be reproduced, transmitted, used or disclosed by the Subconsultant without the written consent of CONSULTANT, except as may be necessary for the non-disclosing party to fulfill its obligations hereunder;provided that the limitation shall not apply to any information or portion thereof, which is within the public domain at the time of its disclosure. The requirements of this provision shall survive the completion or termination of this Agreement. 5. Ownership and Reuse of Documents All non-proprietary data, information, reports, drawings, renderings, or other documents, data or materials prepared by Subconsultant under this Agreement shall become the property of CONSULTANT or the Client if imposed by the Prime Contract, whether or not the work covered thereby is executed; provided that Subconsultant may retain a record copy for its files. 6. Relationship The legal relationship of Subconsultant to CONSULTANT hereunder shall be that of an independent contractor and not that of an agent, employee or joint venturer. 7. Examination of Records If the Services performed by Subconsultant hereunder are in support of any government contract or program, or under a cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subconsultant shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally recognized accounting methods and permit inspection by CONSULTANT or the Client,or the authorized representatives of either of them at mutually convenient times,or the Comptroller General of the United States or any of his authorized representatives. 8. Compliance with Laws A. Subconsultant shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations,and orders in effect throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965, as amended (regarding Equal Employment Opportunity), and the orders of the Secretary of Labor pursuant thereto. B. No Party to this agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity which is 1) illegal under any applicable laws or regulations, or 2) would have the effect of causing CONSULTANT or its subsidiaries or affiliates to be in violation of the U.S. Foreign Corrupt Practices Act. C. In connection with this agreement, no party shall give,offer, promise,or authorize,directly or indirectly, anything of value to 1) an official or employee of any government, state-owned enterprise, international organization or any subdivisions,agents or advisors thereto,whether paid or unpaid (any such person referred to collectively as "Official"), including the government(s) of the territories in which work will be performed hereunder; or 2) any person(s)or party(s)while knowing or having reason to know that such thing of value is to be given, offered or promised to an Official in order to: i. influence any official act or decision, or; ii. induce an Official to use his or her influence to affect a decision of any government or international organization, or; iii. assist the Parties hereto in obtaining or retaining business, or in directing business to any person, or; iv. to obtain an unfair advantage for the Parties in any respect. D. In connection with this Agreement, no Party shall make a contribution to any political party or candidate for office on behalf of or associated with the Parties or in connection with the purpose of this agreement. E. Subconsultant shall not retain or engage a third party to carry out sales or marketing obligations in connection with the scope of this Agreement without obtaining CONSULTANT's prior written consent. CONSULTANT reserves the right in its sole discretion to reject a request to engage or retain any such third party. F. Subconsultant hereby covenants that no officer, director, owners, principal shareholder, family members thereof, agent, representative or employee of Subconsultant is an Official and that Subconsultant shall not employ any Official during the term of this Agreement. Subconsultant further covenants that no Official is deriving any benefit, directly or indirectly, from this Agreement. G. In no case shall CONSULTANT be obligated to take any action or make any payment to Subconsultant that would cause CONSULTANT to suffer a penalty or contravene applicable laws or regulations, including but not limited to the laws of the territories in which work will be performed and those of the United States. H. If Subconsultant breaches any of the covenants contained in this section, CONSULTANT shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing or claimed by Subconsultant hereunder. In such instance, Subconsultant shall indemnify CONSULTANT for any penalties, losses and expenses resulting from such breach of the provisions of this section. 9. Insurance A. Without limiting Subconsultant's indemnification obligations,Subconsultant shall provide,pay for, and maintain in force at all time during the performance of the services insurance to protect itself, CONSULTANT, and the Client: from claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury to or destruction of property, including loss of use thereof; and from claims arising out of the performance of professional services,or as a consequence thereof, caused by error, omission, or negligent act for which Subconsultant, its employees, agents, Subconsultants, and material suppliers, or the invitees of any of them, may be responsible. B. Subconsultant shall provide, pay for, and maintain in force at all times during the performance of the Services insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract does not contain any insurance requirements,or to the extent such insurance requirements contained in the Prime Contract are less than the following insurance requirements, Subconsultant shall provide,pay for,and maintain the following minimum insurance: Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for loss of or damage to property with combined single limit of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. ii. Automobile Public Liability Insurance with a minimum one million dollars ($1,000,000.00) per occurrence coverage for both bodily injury and property damage. iii. Excess / Umbrella insurance following the form of the policies in (i) and (ii) above may be used to satisfy the limits set forth therein. iv. Workers' Compensation Insurance as may be required by all state and federal workers' compensation acts, the Federal Longshoremen's and Harbor Workers' Compensation Act, the Outer Continental Shelf Act and such other acts as may be applicable to the Services. v. Employers' Liability Insurance with amounts required by law or one million dollars ($1,000,000)whichever is greater. vi. Professional Liability Insurance with limits of liability not less than two million dollars ($2,000,000.00) per claim and in the aggregate. vii. If the Services are to be performed within 50 feet from any railroad, Subconsultant shall obtain and present to CONSULTANT before the commencement of the Services a CG 2417 endorsement for its Commercial General Liability coverage. Such endorsement shall list CONSULTANT and the Client as additional insureds. viii. Subconsultant shall name CONSULTANT and the Client as additional insured on insurance policies identified in(i)and(ii)above on a primary and non-contributory to any and all other insurance of CONSULTANT or Client ix, Except for Professional Liability Insurance the Subconsultant and its lower tier subcontractors and their respective insurance policies shall waive subrogation against CONSULTANT and the Client C. If any coverage is carried on a claims-made basis,the(i)retroactive date shall be noted on the Certificate of Insurance and shall be prior to or the day of the commencement of Subconsultant's Services under this Agreement and (ii) evidence of coverage shall be provided for five years beyond expiration of this Agreement,or such time as may be required by the Prime Contract, whichever is longer. D. Subconsultant shall submit to CONSULTANT certificates of insurance evidencing such policies upon the signing of this Subcontract. CONSULTANT shall be given thirty(30)days notice prior to cancellation or material change in policy coverage. Failure to provide the certificates of insurance or the notice of cancellation required herein will be a material breach of this Agreement, subject to termination and other remedies as set forth in this Agreement and available by law. E. Subconsultant shall also require its subcontractors, if any, who will perform any of the Services to procure and maintain the amounts and types of insurance specified above, inclusive of all endorsements. 10. Indemnity Notwithstanding any provision of this Agreement to the contrary, Subconsultant agrees to defend,indemnify,and hold harmless CONSULTANT and the Client from and against all claims, demands, damages, losses, costs, expenses (including attorneys' fees), fines, or penalties arising out of, related to, or as a consequence of, or alleged to arise out of, relate to, or be a consequence of any negligent act,error,or omission to act on the part of the Subconsultant or its employees,agents, or independent contractors, or the invitees of any of them. 11. Remedies The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by CONSULTANT of any provision hereunder or a breach thereof by Subconsultant,shall not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect. 12. Severability In the event that any term or provision of this Agreement is held to be illegal,invalid,or unenforceable under the laws, regulations or ordinances of any federal, state, or other government to which this Agreement is subject, such term or provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and continue in full force. 13. Notices All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested;or sent by facsimile or email and also confirmed by registered mail, postage prepaid and return receipt requested,addressed as set forth below,or to such other address as may be designated by notice given as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein. CONSULTANT: LOCKWOOD, ANDREWS, & NEWNAM, COMPANY 2925 Briarpark Drive, Suite 400 Houston, TX 77042 Attention: Muhammad Ali, PE SUBCONSULTANT: BINKLEY& BARFIELD, INC. 1710 Seamist Drive Houston, TX 77008 Attention: 14. Modification This Agreement may only be modified by a written amendment hereto,duly executed by both parties. 15. Successors and Assignment Subconsultant binds itself, its successors, assigns, and legal representatives to CONSULTANT with respect to all of the covenants of this Agreement and further agrees that it shall not sell,assign,transfer, mortgage,pledge or in any manner encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of CONSULTANT. In the event that Subconsultant violates the foregoing prohibition, or in the event that Subconsultant without the prior written consent of CONSULTANT,which consent shall not be unreasonably withheld,sells,assigns,transfers,mortgages, pledges or in any manner encumbers,except as security for credit agreements,all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its ownership, CONSULTANT shall be entitled, at its sole option: 1. To require the Subconsultant's successor to continue to perform under this Agreement and to continue to satisfactorily fulfill Subconsultant's obligations under this Agreement; or 2. To terminate this Agreement. In such case Subconsultant shall be responsible for any and all liabilities arising from such termination. In the event that CONSULTANT replaces Subconsultant with another consultant after such termination, Subconsultant shall be responsible for any and all costs,expenses and liabilities arising from such substitution. In any event, Subconsultant shall remain liable for any and all work product or services provided by it prior to the termination. 16. Governing Laws Unless otherwise specified herein, this Agreement shall be governed by the law that governs the Prime Contract. In the event that the Prime Contract is silent regarding the governing law, this Agreement shall be governed by the law of the state where the Project is located. 17. Professional Registration If the Services under this Agreement involve the production of documents or drawings that require signing or sealing by a registered professional, Subconsultant warrants that it has a qualified person assigned to this Project who is registered in the State(s)of Texas and that such person shall sign and/or seal the documents or drawings. si 18. Extent of Agreement This Agreement contains all of the promises, representations and understandings of the parties hereto and supersedes any previous understandings,commitments,proposals or agreements,whether oral or written, and may only be modified as set forth herein. Appendix "A" Services to be Provided by the Subconsultant The Engineer shall secure right-of-entry to private property for the purpose of performing any surveying and/or soil boring activities. In pursuance of the City's policy with the general public, the Engineer shall not commit acts resulting in damages to private property and the Engineer shall make every effort to comply with the wishes and address the concerns of private property owners. The Engineer shall determine prior to 30 percent milestone submittal if Subsurface Utility Engineering (SUE)will be required for this project. Data Collection The Engineer shall collect, review, and evaluate data described below. The Engineer shall notify the City in writing whenever the Engineer finds disagreement with the information or documents. 1. Data, if available, from the City or State, including SUE mapping 2. Utility plans and documents from appropriate municipalities and agencies. Subsurface Utility Engineering 1. Quality Level D—Record Research Services Quality Level D(QL-D)is to research the Railroad Commission,both Texas Notification Centers,the City and the County for utility providers within the project area. This is followed by a perimeter reconnaissance to record the location of marker post and other utility indicators. Records are requested from all the utility providers found to be within the project and are drawn onto the Client provided planimetric drawings in a unique line style. 2. Quality Level C—Pole Inventory Services Quality Level C (QL-C) Pole Inventory Services are the identification of pole numbers, utility providers, the number of conductors and appurtenances for each pole within the project limits.This data is shown as a separate layer on the Utility Drawings. 3. Quality Level B—Designation Services Quality Level B (QL-B) is to indicate by marking with paint, the presence and approximate horizontal location of subsurface utilities by use of geophysical prospecting techniques including,without limitations, electromagnetic, sonic, and acoustical techniques.The Engineer will provide the following designating services to aid the Client in the location of existing utilities: a. Provide all equipment, personnel and supplies required for performing designating services. The Engineer shall determine which equipment,personnel and supplies are required to perform designating services. b. Designate the approximate horizontal location of existing utilities within the project limits as described above. c. Mark the utility locations on the ground pursuant to the utility identification color as prescribed by APWA, survey utility marks and map collected data. d. Markings on the ground are to be used for design and verification purposes and not for construction excavation purposes. The use of information provided does not relieve any contractor from the duty to comply with applicable utility damage prevention laws and regulations, including, but not limited to, giving notification to utility owners or "One-Call Notification Centers" before excavation. e. The accuracy of subsurface data can be influenced by factors beyond our control, such as conductivity of materials and their surroundings, soil moisture content, proximity of other underground utilities or structures, depth of utility, etc. Therefore, only the accuracy of data obtained by actual physical verification(through vacuum or hydro excavation or otherwise)can be guaranteed to applicable engineering and/or surveying standards. 4. Standard of Care The Engineer will provide all SUE services to the prevailing standard of care applicable to the standard guidelines of ASCE C-I 38-02 circular for"Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data". 5. Data Management The Engineer will analyze and correlate all of the SUE field-collected information with provided Plan Sheets for ensuring continuity of the information collected. WAs Used Contract No. ATTACHMENT D WORK AUTHORIZATION D-1 WORK AUTHORIZATION NO. CONTRACT FOR ENGINEERING SERVICES THIS WORK AUTHORIZATION is made pursuant to the terms and conditions of Article 5 of Engineering Contract No. (the Contract) entered into by and between the City of Pearland, and Lockwood, Andrews & Newnam, Inc. (the Engineer). PART I. The Engineer will perform engineering services generally described as in accordance with the project description attached hereto and made a part of this Work Authorization. The responsibilities of the City and the Engineer as well as the work schedule are further detailed in exhibits A, B and C which are attached hereto and made a part of the Work Authorization. PART II. The maximum amount payable under this Work Authorization is $ and the method of payment is Lump Sum as set forth in Attachment E of the Contract. This amount is based upon fees set forth in Attachment E, Fee Schedule, of the Contract and the Engineer's estimated Work Authorization costs included in Exhibit D, Fee Schedule, which is attached and made a part of this Work Authorization. PART III. Payment to the Engineer for the services established under this Work Authorization shall be made in accordance with Articles 3 thru 5 of the contract, and Attachment A, Article 1. PART IV. This Work Authorization shall become effective on the date of final acceptance of the parties hereto and shall terminate on , unless extended by a supplemental Work Authorization as provided in Attachment A, Article 1. PART V. This Work Authorization does not waive the parties' responsibilities and obligations provided under the Contract. IN WITNESS WHEREOF, this Work Authorization is executed in duplicate counterparts and hereby accepted and acknowledged below. THE ENGINEER / THE CITY OF PEARLAND ' (Signature) ■ (Signature) Muhammad Ali (Printed Name) (Printed Name) Senior Associate (Title) (Title) 3/29/2018 (Date) (Date) LIST OF EXHIBITS Exhibit A Services to be provided by the City Exhibit B Services to be provided by the Engineer Exhibit C Work Schedule Exhibit D Fee Schedule/Budget Exhibit H-2 Subprovider Monitoring System Commitment Agreement Engineering—Engineering_SpecDelwWA.doc Page 1 of 1 Attachment D-1 WAs Used Contract No. ATTACHMENT D D-2 SUPPLEMENTAL WORK AUTHORIZATION NO. WORK AUTHORIZATION NO. CONTRACT FOR ENGINEERING SERVICES THIS SUPPLEMENTAL WORK AUTHORIZATION is made pursuant to the terms and conditions of Article 5 Contract No. hereinafter identified as the "Contract," entered into by and between the City of Pearland, and (the Engineer). The following terms and conditions of Work Authorization No. are hereby amended as follows: This Supplemental Work Authorization shall become effective on the date of final execution of the parties hereto. All other terms and conditions of Work Authorization No. not hereby amended are to remain in full force and effect. IN WITNESS WHEREOF, this Supplemental Work Authorization is executed in duplicate counterparts and hereby accepted and acknowledged below. THE ENGINEER THE CITY OF PEARLAND (Signature) (Signature) (Printed Name) (Printed Name) (Title) (Title) (Date) (Date) Engineering—Engineering_SpecDelwWA.doc Page 1 of 1 Attachment D-2 WAs Used Contract No. ATTACHMENT E FEE SCHEDULE (Final Cost Proposal) This attachment provides the basis of payment and fee schedule. The basis of payment for this contract is indicated by an "X" in the applicable box. The basis shall be supported by the Final Cost Proposal (FCP) shown below. If more than one basis of payment is used, each one must be supported by a separate FCP. "X" Basis The lump sum shall be equal to the maximum amount payable. The lump sum _X_ Lump Sum includes all direct and indirect costs and fixed fee. The Engineer shall be paid pro rata based on the percentage of work completed. For payment the Engineer is not required to provide evidence of actual hours worked, travel, overhead rates or other evidence of cost. The unit cost(s) for each type of unit and number of units are shown in the FCP. Unit Cost The unit cost includes all direct and indirect costs and fixed fee. The Engineer shall be paid based on the type and number of units fully completed and the respective unit cost. For payment, the Engineer is not required to provide evidence of actual hours worked, travel, overhead rates or any other cost data. The FCP may include special items, such as equipment which are not included in the unit costs. Documentation of these special costs may be required. The maximum amount payable equals the total of all units times their respective unit cost plus any special direct items shown. The specified rates for each type of labor are shown in the FCP below. The FCP Specified may include special items, such as equipment which are not included in the Rate Basis specified rates. Payment shall be based on the actual hours worked multiplied by the specified rate for each type of labor plus other agreed to special direct cost items. The specified rate includes direct labor and indirect cost and fixed fee. The State may request documentation of reimbursable direct costs including hours worked. Documentation of special item costs may be required. The specified rate is not subject to audit. Payment shall be based on direct and indirect costs incurred plus a pro rata Cost Plus share of the fixed fee based on the ratio of labor and overhead cost incurred to Fixed Fee total estimated labor and overhead cost in the FCP or the percentage of work completed. The invoice must itemize labor rates, hours worked, other direct costs and indirect costs. The Engineer may be required to provide documentation of hours worked and any eligible direct costs claimed. The provisional overhead rate charged is subject to audit and adjustment to actual rates incurred. The FCP below shows the hourly rates for labor, other direct expenses including but not limited to travel and allowable materials, provisional overhead rate and the fixed fee. A. Actual Cost Plus Fixed Fee - Actual wages are paid (no minimum, no maximum. This option does not apply to Indefinite Deliverable Contracts.) B. Range of Cost Plus Fixed Fee — Actual wages must be within the allowable range shown on the Final Cost Proposal. Engineering—Engineering_SpecDelwWA.doc Page 1 of 17 Attachment E WAs Used Contract No. ATTACHMENT E — FEE SCHEDULE Final Cost Proposal (FCP) Supporting Basis of Payment * The MAXIMUM AMOUNT PAYABLE is $ 2,987,697.11 . The maximum amount payable is based on the following data and calculations: * The maximum amount payable must be based on the contract scope. The work authorization fee schedules will be derived from this attachment. Engineering—Engineering_SpecDelwWA.doc Page 2 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE SPECIFIED RATE AND LUMP SUM PAYMENT BASIS PRIME PROVIDER NAME: Lockwood,Andrews&Newnam, Inc. DIRECT LABOR LABOR/STAFF CLASSIFICATION YEARS OF HOURLY HOURLY EXPERIENCE BASE RATE CONTRACT RATE Project Manager 10 to 20 $67.00 $195.31 Senior Engineer 15+ $58.00 $169.70 Design Engineer 5 to 10 $44.00 $128.74 Engineer-In-Training 1 to 5 $35.00 $102.41 Senior CADD 15+ $39.00 $114.11 CADD 5 to 15 $32.00 $93.63 Admin/Clerical S28.00 $81.92 INDIRECT COST RATE: 165.0% PROFIT RATE: 10.0% Contract rates include labor, overhead, and profit. All rates are negotiated rates and are not subject to change oradjustment. Specified Rate Payment Basis-Contract rates to be billed. Documentation of hours must be maintained and is subject to audit. Lump Sum Payment Basis-Invoice by deliverable, according to the table of deliverables. Documentation of hours worked not required. Note:Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization. Engineering—Engineering_SpecDelwWA.doc Page 3 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE SPECIFIED RATE AND LUMP SUM PAYMENT BASIS SUBPROVIDER NAME: Walter P Moore and Associates, Inc. DIRECT LABOR LABOR/STAFF CLASSIFICATION YEARS OF HOURLY HOURLY EXPERIENCE BASE RATE CONTRACT RATE Project Manager 10 to 20 $60.00 $175.55 Managing Director 15+ $75.00 $219.44 Senior Engineer 15+ $68.00 $198.96 Design Engineer 5 to 10 $44.00 $128.74 Engineer-In-Training 1 to 5 $39.67 $116.07 Senior Engineer Tech 15+ $49.59 $145.09 Engineer Tech 5 to 15 $36.36 $106.39 Admin/Clerical $25.00 $73.15 INDIRECT COST RATE: 165.99% PROFIT RATE: 10% Contract rates include labor, overhead, and profit. All rates are negotiated rates and are not subject to change oradjustment. Specified Rate Payment Basis-Contract rates to be billed. Documentation of hours must be maintained and is subject to audit. Lump Sum Payment Basis-Invoice by deliverable,according to the table of deliverables. Documentation of hours worked not required. Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization. { Engineering—Engineering_SpecDelwWA.doc Page 4 of 17 Attachment E WAs Used Contract No. ATTACHMENT E- FEE SCHEDULE SPECIFIED RATE AND LUMP SUM PAYMENT BASIS SUBPROVIDER NAME: Asakura Robinson Company, LLC DIRECT LABOR LABOR/STAFF CLASSIFICATION YEARS OF HOURLY HOURLY EXPERIENCE BASE RATE CONTRACT RATE Principal 10 to 20 $58.00 $174.24 Principal QA/QC 5 to 10 $45.00 $135.18 Project Manager 5 to 10 $31.97 $96.04 Designer 5 to 10 $18.98 $57.02 Irrigation Designer 1 to 5 $26.31 $79.04 INDIRECT COST RATE: 173.10% PROFIT RATE: 10.0% Contract rates include labor, overhead, and profit. All rates are negotiated rates and are not subject to change oradjustment. Specified Rate Payment Basis-Contract rates to be billed. Documentation of hours must be maintained and is subject to audit. Lump Sum Payment Basis-Invoice by deliverable,according to the table of deliverables. Documentation of hours worked not required. Note:Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization. Engineering—Engineering_SpecDelwWA.doc Page 5 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE SPECIFIED RATE AND LUMP SUM PAYMENT BASIS SUBPROVIDER NAME: Community Awareness Services, Inc. DIRECT LABOR LABOR/STAFF CLASSIFICATION YEARS OF HOURLY HOURLY EXPERIENCE BASE RATE CONTRACT RATE Director $133.10 Specialist $68.00 INDIRECT COST RATE: PROFIT RATE: Contract rates include labor, overhead,and profit. All rates are negotiated rates and are not subject to change oradjustment. Specified Rate Payment Basis-Contract rates to be billed. Documentation of hours must be maintained and is subject to audit. Lump Sum Payment Basis-Invoice by deliverable,according to the table of deliverables. Documentation of hours worked not required. Note:Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization. Engineering—Engineering_SpecDelwWA.doc Page 6 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE SPECIFIED RATE AND LUMP SUM PAYMENT BASIS SUBPROVIDER NAME: MBCO Engineering, LLC DIRECT LABOR LABOR/STAFF CLASSIFICATION YEARS OF HOURLY HOURLY EXPERIENCE BASE RATE CONTRACT RATE RPLS 10 to 20 $45.80 $131.05 Survey Crew 5 to 15 $71.50 $204.58 Design Engineer 10 to 20 $40.00 $114.45 SIT 1 to 5 $22.35 $63.95 Engineer-In-Training 1 to 5 $25.00 $71.53 Engineer Tech 5 to 15 $35.00 $100.14 Admin/Clerical $22.00 $62.95 INDIRECT COST RATE: 162.50% PROFIT RATE: 9.0% Contract rates include labor,overhead, and profit. All rates are negotiated rates and are not subject to change oradjustment. Specified Rate Payment Basis-Contract rates to be billed. Documentation of hours must be maintained and is subject to audit. Lump Sum Payment Basis-Invoice by deliverable,according to the table of deliverables. Documentation of hours worked not required. Note:Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization. Engineering—Engineering_SpecDelwWA.doc Page 7 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE SPECIFIED RATE AND LUMP SUM PAYMENT BASIS SUBPROVIDER NAME: Raba Kistner, Inc. DIRECT LABOR LABOR/STAFF CLASSIFICATION YEARS OF HOURLY HOURLY EXPERIENCE BASE RATE CONTRACT RATE Environmental Principal 10 to 20 $72.54 $215.24 Senior Environmental Planner 15+ $48.29 $143.29 Environmental Planner 10 to 15 $28.84 $85.58 Environmental Scientist 5 to 15 $28.84 $85.58 Principal Archaeologist 15+ $51.50 $152.81 Project Archaeologist 10 to 15 $28.84 $85.58 Field Tech 5 to 15 $22.83 $67.74 Historian 5 to 10 $34.08 $101.12 GIS $27.85 $82.64 Admin/Clerical $24.65 $73.14 Geotechnical Principal 10 to 20 $72.12 $214.00 Senior Engineer 15+ $55.65 $165.13 Engineer-in-Training 1 to 5 $31.80 $94.36 Geologist Logger 5 to 15 $23.53 $69.82 CADD 5 to 15 $23.53 $69.82 Clerical/Admin $18.64 $55.31 INDIRECT COST RATE: 169.75% PROFIT RATE: 10% Contract rates include labor,overhead, and profit. All rates are negotiated rates and are not subject to change oradjustment. Specified Rate Payment Basis-Contract rates to be billed. Documentation of hours must be maintained and is subject to audit. Lump Sum Payment Basis-Invoice by deliverable,according to the table of deliverables. Documentation of hours worked not required. Note:Any direct labor, unit cost,or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization. Engineering-Engineering_SpecDelwWA.doc Page 8 of 17 Attachment E WAs Used Contract No. ATTACHMENT E- FEE SCHEDULE SPECIFIED RATE AND LUMP SUM PAYMENT BASIS SUBPROVIDER NAME: GC Engineering, Inc. DIRECT LABOR LABOR/STAFF CLASSIFICATION YEARS OF HOURLY HOURLY EXPERIENCE BASE RATE CONTRACT RATE Senior Project Manager 15+ $65.25 $183.61 Senior Engineer 15+ $61.81 $173.93 Project Engineer 5 to 10 $56.66 $159.44 Civil Engineer 5 to 10 $41.21 $115.97 Engineer Tech 1 to 5 $32.97 $92.78 Admin/Clerical $14.08 $39.62 INDIRECT COST RATE: 155.82% PROFIT RATE: 10% Contract rates include labor, overhead, and profit. All rates are negotiated rates and are not subject to change oradjustment. Specified Rate Payment Basis-Contract rates to be billed. Documentation of hours must be maintained and is subject to audit. Lump Sum Payment Basis-Invoice by deliverable,according to the table of deliverables. Documentation of hours worked not required. Note:Any direct labor, unit cost,or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization. Engineering—Engineering_SpecDelwWA.doc Page 9 of 17 Attachment E WAs Used Contract No. ATTACHMENT E- FEE SCHEDULE SPECIFIED RATE AND LUMP SUM PAYMENT BASIS SUBPROVIDER NAME: Quadrant Consultants,Inc. DIRECT LABOR LABOR/STAFF CLASSIFICATION YEARS OF HOURLY HOURLY EXPERIENCE BASE RATE CONTRACT RATE Principal Planner 10 to 20 $82.07 $234.72 Senior Scientist VII 15+ $71.03 $203.15 Planner I 5 to 10 $28.84 $82.48 Senior GIS Analyst 15+ $55.13 $157.67 Admin/Clerical $28.99 $82.91 INDIRECT COST RATE: 160.00% PROFIT RATE: 10.0% Contract rates include labor, overhead, and profit. All rates are negotiated rates and are not subject to change oradjustment. Specified Rate Payment Basis-Contract rates to be billed. Documentation of hours must be maintained and is subject to audit. Lump Sum Payment Basis-Invoice by deliverable,according to the table of deliverables. Documentation of hours worked not required. Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization. Engineering—Engineering_SpecDelwWA.doc Page 10 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE OTHER DIRECT EXPENSES PRIME PROVIDER NAME: Lockwood,Andrews&Newnam, Inc. SERVICES TO BE PROVIDED UNIT COST Delivery each $50.00 Mileage mile $0.535 Photocopies Color(11"X 17") each $1.00 Mylar Plots each $4.00 Profit not allowed on Other Direct Expenses. For Cost Plus Fixed Fee,Specified Rate,and Unit Cost—Fixed cost items to be billed at the fixed cost rate. Documentation, such as a usage log, must be maintained for audit purposes,and may be required to be submitted as a basis for reimbursement. For items with a maximum cost, actual cost to be billed not to exceed the maximum shown. Itemized receipts must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For Lump Sum—No documentation required. Invoicing by physical percent complete includes combination of direct labor and other direct expenses. NOTE: For Cost Plus Fixed Fee, Specified Rate,and Unit Cost—Miscellaneous other direct expenses up to$100 per unit will be reimbursed at cost if approved and documented in advance by the State's Project Manager. Miscellaneous other direct expenses of$100 per unit or more will not be reimbursed unless a supplemental agreement to the contract and work authorization(if Was are used)has been executed in advance authorizing the miscellaneous other direct expenses. No more than$2,500 in miscellaneous other direct expenses may be approved by the State's project Manager over the life of this contract including prime provider and subproviders. For Lump Sum—This statement does not apply. Engineering—Engineering_SpecDelwWA.doc Page 11 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE OTHER DIRECT EXPENSES SUBPROVIDER NAME: Walter P Moore and Associates, Inc. SERVICES TO BE PROVIDED UNIT COST Traffic Data lump sum $6,000.00 Mileage mile $0.535 Photocopies BAN(8 1/2"X 11") each $0.05 Photocopies B/W(11"X 17") each $0.10 Mylar Plots each $5.00 Profit not allowed on Other Direct Expenses. For Cost Plus Fixed Fee,Specified Rate, and Unit Cost—Fixed cost items to be billed at the fixed cost rate. Documentation, such as a usage log, must be maintained for audit purposes,and may be required to be submitted as a basis for reimbursement. For items with a maximum cost, actual cost to be billed not to exceed the maximum shown. Itemized receipts must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For Lump Sum—No documentation required. Invoicing by physical percent complete includes combination of direct labor and other direct expenses. NOTE: For Cost Plus Fixed Fee,Specified Rate,and Unit Cost—Miscellaneous other direct expenses up to$100 per unit will be reimbursed at cost if approved and documented in advance by the State's Project Manager. Miscellaneous other direct expenses of$100 per unit or more will not be reimbursed unless a supplemental agreement to the contract and work authorization (if Was are used)has been executed in advance authorizing the miscellaneous other direct expenses. No more than$2,500 in miscellaneous other direct expenses may be approved by the State's project Manager over the life of this contract including prime provider and subproviders. For Lump Sum—This statement does not apply. Engineering—Engineering_SpecDelwWA.doc Page 12 of 17 Attachment E WAs Used Contract No. ATTACHMENT E- FEE SCHEDULE OTHER DIRECT EXPENSES SUBPROVIDER NAME: Community Awareness Services, Inc. SERVICES TO BE PROVIDED UNIT COST Postage each $0.47 Legal Notices each $1,500.00 Mileage mile $0.535 NV equipment lump sum $250.00 Security lump sum $250.00 Photocopies B/W(8 1/3'X 11") each $0.10 Photocopies Color(8 1/2"X 11") each $1.00 Photocopies Color(11"X 17") each $2.00 Court Reporter each $1,000.00 Supplies each $100.00 Profit not allowed on Other Direct Expenses. For Cost Plus Fixed Fee,Specified Rate,and Unit Cost—Fixed cost items to be billed at the fixed cost rate. Documentation, such as a usage log, must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For items with a maximum cost, actual cost to be billed not to exceed the maximum shown. Itemized receipts must be maintained for audit purposes,and may be required to be submitted as a basis for reimbursement. For Lump Sum—No documentation required. Invoicing by physical percent complete includes combination of direct labor and other direct expenses. NOTE: For Cost Plus Fixed Fee, Specified Rate,and Unit Cost—Miscellaneous other direct expenses up to$100 per unit will be reimbursed at cost if approved and documented in advance by the State's Project Manager. Miscellaneous other direct expenses of$100 per unit or more will not be reimbursed unless a supplemental agreement to the contract and work authorization (if Was are used) has been executed in advance authorizing the miscellaneous other direct expenses. No more than $2,500 in miscellaneous other direct expenses may be approved by the State's project Manager over the life of this contract including prime provider and subproviders. For Lump Sum—This statement does not apply. Engineering—Engineering_SpecDelwWA.doc Page 13 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE OTHER DIRECT EXPENSES SUBPROVIDER NAME: MBCO Engineering, LLC SERVICES TO BE PROVIDED UNIT COST Traffic Control lump sum $6,000.00 Abstract Fees each $300.00 Profit not allowed on Other Direct Expenses. For Cost Plus Fixed Fee,Specified Rate,and Unit Cost—Fixed cost items to be billed at the fixed cost rate. Documentation,such as a usage log, must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For items with a maximum cost, actual cost to be billed not to exceed the maximum shown. Itemized receipts must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For Lump Sum—No documentation required. Invoicing by physical percent complete includes combination of direct labor and other direct expenses. NOTE: For Cost Plus Fixed Fee,Specified Rate,and Unit Cost—Miscellaneous other direct expenses up to$100 per unit will be reimbursed at cost if approved and documented in advance by the State's Project Manager. Miscellaneous other direct expenses of$100 per unit or more will not be reimbursed unless a supplemental agreement to the contract and work authorization(if Was are used)has been executed in advance authorizing the miscellaneous other direct expenses. No more than$2,500 in miscellaneous other direct expenses may be approved by the State's project Manager over the life of this contract including prime provider and subproviders. For Lump Sum—This statement does not apply. Engineering—Engineering_SpecDelwWA.doc Page 14 of 17 Attachment E WAs Used Contract No. ATTACHMENT E- FEE SCHEDULE OTHER DIRECT EXPENSES SUBPROVIDER NAME: Binkley&Barfield, Inc. SERVICES TO BE PROVIDED UNIT COST SUE QL-D-Records Research utility LF $0.50 SUE QL-B-Designation utility LF $1.30 SUE QL-C- Pole Inventory LF $0.50 SUE QL-B-Survey LF $0.25 SUE QL-A-Test Holes 0.00-5 Feet each $900.00 >5 to 8 Feet each $1,260.00 >8 to 13 Feet each $1,542.00 >13 to 20 Feet each $2,150.00 Over 20 Feet each $145.00 Vac Truck Mobilization/De-Mobilization mile $5.00 SUE QL-A-Test Hole Survey each $5.00 Profit not allowed on Other Direct Expenses. For Cost Plus Fixed Fee,Specified Rate,and Unit Cost—Fixed cost items to be billed at the fixed cost rate. Documentation, such as a usage log, must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For items with a maximum cost, actual cost to be billed not to exceed the maximum shown. Itemized receipts must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For Lump Sum—No documentation required. Invoicing by physical percent complete includes combination of direct labor and other direct expenses. NOTE: For Cost Plus Fixed Fee, Specified Rate,and Unit Cost—Miscellaneous other direct expenses up to$100 per unit will be reimbursed at cost if approved and documented in advance by the State's Project Manager. Miscellaneous other direct expenses of$100 per unit or more will not be reimbursed unless a supplemental agreement to the contract and work authorization (if Was are used)has been executed in advance authorizing the miscellaneous other direct expenses. No more than$2,500 in miscellaneous other direct expenses may be approved by the State's project Manager over the life of this contract including prime provider and subproviders. For Lump Sum—This statement does not apply. Engineering—Engineering_SpecDelwWA.doc Page 15 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE OTHER DIRECT EXPENSES SUBPROVIDER NAME: Raba Kistner, Inc. SERVICES TO BE PROVIDED UNIT COST Photocopies B/W(8 1/2"X 11") each $0.10 Photocopies Color(8 1/2"X 11") each $0.75 Postage for Right-of-Entry Coordination each $0.49 Archeology Background Windshield Survey Lodging night $85.00 Archeology Pedestrian Survey Lodging night $85.00 Archaeology Background Windshield Survey day $36.00 Archaeology Pedestrian Survey day $36.00 Bobcat Mounted Auger day $680.00 Historic Sub-Consultant(incl 15%RKE Management Fee) lump sum $20,890.21 Vehicle Use day $70.00 Field Expenses lump sum $50.00 Traffic Control lump sum $11,400.00 Field Drilling lump sum $11,691.125 Mileage mile $1.00 Soils Testing lump sum $14,043.00 Liquid and Plastic Limits $744.00 Percent Passing#200 Sieve $384.00 OMD Standard Compaction $816.00 OMD Lime or Cement Stabilized Soil $772.00 OMD Modified Treated Material $956.00 Percent Solids in Lime Slurry $258.00 _ Four Point Lime Content Recommendation Series $484.00 Compressive Strength of CSS $2,840.00 Compressive Strength Stabilized Base Materials $1,200.00 Nuclear Density Equipment Rental $714.00 Compressive Strength Cylinder ASTMC-39 $6,800.00 Extraction&Gradation $1,740.00 Hveem Stability $820.00 Bulk Density $460.00 Molding Specimens $540.00 Maximum Theoretical Specific Gravity $780.00 Profit not allowed on Other Direct Expenses. For Cost Plus Fixed Fee,Specified Rate,and Unit Cost—Fixed cost items to be billed at the fixed cost rate. Documentation, such as a usage log, must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For items with a maximum cost, actual cost to be billed not to exceed the maximum shown. Itemized receipts must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For Lump Sum—No documentation required. Invoicing by physical percent complete includes combination of direct labor and other direct expenses. NOTE: For Cost Plus Fixed Fee, Specified Rate,and Unit Cost—Miscellaneous other direct expenses up to$100 per unit will be reimbursed at cost if approved and documented in advance by the State's Project Manager. Miscellaneous other direct expenses of$100 per unit or more will not be reimbursed unless a supplemental agreement to the contract and work authorization(if Was are used)has been executed in advance authorizing the miscellaneous other direct expenses. No more than$2,500 in miscellaneous other direct expenses may be approved by the State's project Manager over the life of this contract including prime provider and subproviders. For Lump Sum—This statement does not apply. Engineering—Engineering_SpecDelwWA.doc Page 16 of 17 Attachment E WAs Used Contract No. ATTACHMENT E-FEE SCHEDULE OTHER DIRECT EXPENSES SUBPROVIDER NAME: Quadrant Consultants, Inc. SERVICES TO BE PROVIDED UNIT COST Mileage mile $0.535 Delivery Service each $20.00 Photocopies B/W(8 Y/'X 11") each $0.10 Photocopies Color(8 YZ'X 11") each $1.00 Photocopies Color(11"X 17") each $2.00 Binding Supplies each $2.00 Field Supplies-stakes each $1.00 Hazmat Database Research lump sum $350.00 Aerial Photography set $100.00 Profit not allowed on Other Direct Expenses. For Cost Plus Fixed Fee, Specified Rate,and Unit Cost—Fixed cost items to be billed at the fixed cost rate. Documentation, such as a usage log, must be maintained for audit purposes,and may be required to be submitted as a basis for reimbursement. For items with a maximum cost, actual cost to be billed not to exceed the maximum shown. Itemized receipts must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For Lump Sum—No documentation required. Invoicing by physical percent complete includes combination of direct labor and other direct expenses. NOTE: For Cost Plus Fixed Fee, Specified Rate,and Unit Cost—Miscellaneous other direct expenses up to$100 per unit will be reimbursed at cost if approved and documented in advance by the State's Project Manager. Miscellaneous other direct expenses of$100 per unit or more will not be reimbursed unless a supplemental agreement to the contract and work authorization (if Was are used) has been executed in advance authorizing the miscellaneous other direct expenses. No more than$2,500 in miscellaneous other direct expenses may be approved by the State's project Manager over the life of this contract including prime provider and subproviders. For Lump Sum—This statement does not apply. Engineering—Engineering_SpecDelwWA.doc Page 17 of 17 Attachment E WAs Used Contract No. ATTACHMENT F Work Schedule i ➢a a + u q� $ o 0 Cl O T "` O ;+ n o 0 ti 2 2 < 9. ``b�ii 2F 2�. ¢a n m 'O u z 'm9 .. 3 °. 7 s z g o o t.7..c 3 8 _ $ _ cS ..• n c n Q Q 3 a o 0 0 ri a $Q Jr a E. E ti f -i F $ J O ? A n e c 4 ti• ■c = z a ' o '• o w c o o? n o 0. g o g o o ° ° k e - 3 a 3 3 b 3 p_ n § 8 $ 0 3•S S m ii ii O t 2.. g al S 'O T � \d H \ C 8 Ea 4 ... CI ... 6 0 , n a, n V a ^' n 0 6 " 0 n a n a n d n n n n ° w 6 a n - : 1 n n a n m n v w n v e r r . 3 c K : 4 2 e c E K K s K r `c r r c r r 3 K N n o O q n 0 0 0 0 N ] J * ] C D N O N b \■ ~' ■ \ A ` \ . . . . . .\ \ O N CO \ \ v .-• \ y ` \ Oa N N \ CO - ,0 ".-- 0 ..... .- .. Co r W \ r m \ =\ \ N \ r \\ r \\ W\ 440 d d 0a 00 07 ab CO CO Oa W \ 00 Oo ae 00 CD OD 00 as CO 00 03 y r `e d r 3 3 ; 1 5 c l s 5 * d i c g z' `� ;: r .7; c c S . E a o. ` g = n c c a \ c - c S ` a o = rt O c n .' '0 b ,O b i0 V 00 0a `0 b' W ;--•"" 0 O7 a V '0 - W ' W W b' 0a 00 De b a 0a illI E: 0. ' I Z m 1 m o ad c a - - cc Le • V Tv y . r0 w I 8 7 r• 8 r Py O Q g C 1 J O O • Y O.4 J Engineering—Engineering SpecDelwWA.doc Page 1 of 1 Attachment F WAs Used Contract No. ATTACHMENT G Computer Graphics Files for Document and Information Exchange Not Applicable Engineering—Engineering_SpecDelwWA.doc Page 1 of 1 Attachment G Contract No. ATTACHMENT H-FG Disadvantaged Business Enterprise(DBE) for Federal-Aid Professional or Technical Services Contracts 1) PURPOSE. The purpose of this attachment is to carry out the U.S. Department of Transportation's (DOT) policy of ensuring nondiscrimination in the award and administration of DOT assisted contracts and creating a level playing field on which firms owned and controlled by minority or socially and economically disadvantaged individuals can compete fairly for DOT assisted contracts. 2) POLICY. It is the policy of the DOT and the Texas Department of Transportation(henceforth the "Department")that Disadvantaged Business Enterprises(DBEs)as defined in 49 CFR Part 26, Subpart A and the Department's Disadvantaged Business Enterprise Program,shall have the opportunity to participate in the performance of contracts financed in whole or in part with Federal funds. Consequently,the Disadvantaged Business Enterprise requirements of 49 CFR Part 26,and the Department's Disadvantaged Business Enterprise Program,apply to this contract as follows. a. The Provider will offer Disadvantaged Business Enterprises,as defined in 49 CFR Part 26, Subpart A and the Department's Disadvantaged Business Enterprise Program,the opportunity to compete fairly for contracts and subcontracts financed in whole or in part with Federal funds. In this regard,the Provider shall make a good faith effort to meet the Disadvantaged Business Enterprise goal for this contract. b. The Provider and any subprovider(s) shall not discriminate on the basis of race,color,national origin,or sex in the performance of this contract. The Provider shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. The requirements of this Special Provision shall be physically included in any subcontract. c. When submitting the contract for execution by the Department,the Provider must complete and furnish Exhibit H-1 which lists the commitments made to certified DBE subprovider(s)that are to meet the contract goal and Exhibit H-2 which is a commitment agreement(s) containing the original signatures of the Provider and the proposed DBE(s). For Work Authorization Contracts,Exhibit H-1 is required at the time of submitting the contract for execution by the Department. Exhibit H-2 will be required to be completed and attached with each work authorization number that is submitted for execution,if the DBE will be performing work. Any substitutions or changes to the DBE subcontract amount shall be subject to prior written approval by the Department. If non-DBE subprovider is performing work, insert N/A(not applicable)on the line provided. d. Failure to carry out the requirements set forth above shall constitute a material breach of this contract and may result; in termination of the contract by the Department; in a deduction of the amount of DBE goal not accomplished by DBEs from the money due or to become due to the Provider, not as a penalty but as liquidated damages to the Department;or such other remedy or remedies as the Department deems appropriate. 3) DEFINITIONS. a. "Department"means the Texas Department of Transportation(TxDOT). b. "Federal-Aid Contract" is any contract between the Texas Department of Transportation and a Provider which is paid for in whole or in part with U. S. Department of Transportation(DOT) financial assistance. c. "Provider" is any individual or company that provides professional or technical services. d. "DBE Joint Venture"means an association a DBE firm and one(1)or more other firm(s)to carry out a single business enterprise for profit for which purpose they combine their property,capital, efforts, skills and knowledge,and in which the DBE is responsible for a distinct,clearly defined portion of the work of the contract and whose share in the capital contribution,control, management,risks and profits of the joint venture are commensurate with its ownership interest. e. "Disadvantaged Business Enterprise(DBE)"means a firm certified as such by the Department in accordance with 49 CFR Part 26. f. "Good Faith Effort"means efforts to achieve a DBE goal or other requirement of this Special Provision which,by their scope, intensity,and appropriateness to the objective,can reasonably be expected to fulfill the program requirement. g. "Race-neutral DBE Participation"means any participation by a DBE through customary competitive procurement procedures. Page 1 of 4 Attachment H-FG Contract No. 4) PERCENTAGE GOAL. The goal for Disadvantaged Business Enterprise(DBE)participation in the work to be performed under this contract is 15 %of the contract amount. 5) PROVIDER'S RESPONSIBILITIES.A DBE prime may receive credit toward the DBE goal for work performed by his-her own forces and work subcontracted to DBEs. A DBE prime must make a good faith effort to meet the goals. In the event a DBE prime subcontracts to a non-DBE,that information must be reported to the Department. a. A Provider who cannot meet the contract goal, in whole or in part, shall document the"Good Faith Efforts" taken to obtain DBE participation. The following is a list of the types of actions that may be considered as good faith efforts. It is not intended to be a mandatory checklist,nor is it intended to be exclusive or exhaustive. Other factors or types of efforts may be relevant in appropriate cases. (1) Soliciting through all reasonable and available means the interest of all certified DBEs who have the capability to perform the work of the contract. The solicitation must be done within sufficient time to allow the DBEs to respond to it. Appropriate steps must be taken to follow up initial solicitations to determine,with certainty, if the DBEs are interested. (2) Selecting portions of the work to be performed by DBEs in order to increase the likelihood that the DBE goals will be achieved. This includes,where appropriate,breaking out contract work items into economically feasible units to facilitate DBE participation,even when the Provider might otherwise prefer to perform the work items with its own forces. (3) Providing interested DBEs with adequate information about the plans,specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation. (4) Negotiating in good faith with interested DBEs by making a portion of the work available to DBE subproviders and suppliers and selecting those portions of the work or material needs consistent with the available DBE subproviders and suppliers. (5) The ability or desire of the Provider to perform the work of a contract with its own organization does not relieve the Provider's responsibility to make a good faith effort. Additional costs involved in finding and using DBEs is not in itself sufficient reason for a Provider's failure to meet the contract DBE goal,as long as such costs are reasonable. Providers are not,however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable. (6) Not rejecting DBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. (7) Making efforts to assist interested DBEs in obtaining bonding,lines of credit,or insurance as required by the recipient or Provider. (8) Making efforts to assist interested DBEs in obtaining necessary equipment,supplies,materials or related assistance or services. (9) Effectively using the services of available minority/women community organizations; minority/women contractors' groups; local,state,and Federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of DBEs. (10) If the Department's Director of the Business Opportunity Programs Office determines that the Provider has failed to meet the good faith effort requirements,the Provider will be given an opportunity for reconsideration by the Director of the appropriate Division. NOTE: The Provider must not cause or allow subproviders to bid their services. b. The preceding information shall be submitted directly to the Chair of the Consultant Selection Team responsible for the project. c. The Provider shall make all reasonable efforts to honor commitments to DBE subproviders named in the commitment submitted under Section 2.c. of this attachment. Where the Provider terminates or removes a DBE subprovider named in the initial commitment,the Provider must demonstrate on a case-by-case basis to the satisfaction of the department that the originally designated DBE was not able or willing to perform. d. The Provider shall make a good faith effort to replace a DBE subprovider that is unable or unwilling to perform successfully with another DBE,to the extent needed to meet the contract goal. The Provider shall submit a completed Exhibit H-2 Form for the substitute firm(s). Any substitution of DBEs shall be subject to prior written approval by the Department. The Department may request a statement from the firm being replaced concerning its replacement prior to approving the substitution. Page 2 of 4 Attachment H-FG Contract No. e. The Provider shall designate a DBE liaison officer who will administer the DBE program and who will be responsible for maintenance of records of efforts and contacts made to subcontract with DBEs. f. Providers are encouraged to investigate the services offered by banks owned and controlled by disadvantaged individuals and to make use of these banks where feasible. 6) ELIGIBILITY OF DBEs. a. The Department certifies the eligibility of DBEs,DBE joint ventures and DBE truck-owner operators to perform DBE subcontract work on DOT financially assisted contracts. b. This certification will be accomplished through the use of the appropriate certification schedule contained in this Department's DBE program. c. The Department publishes a Directory of Disadvantaged Business Enterprises containing the names of firms that have been certified to be eligible to participate as DBEs on DOT financially assisted contracts. The directory is available from the Department's Business Opportunity Programs Office. The Texas Unified Certification Program DBE Directory can be found on the Internet at: http://www.dot.state.tx.us/services/business opportunity programs/tucp dbe directory.htm . d. Only DBE firms certified at the time the contract is signed or at the time the commitments are submitted are eligible to be used in the information furnished by the Provider as required under Section 2.c. and 5.d. above. For purposes of the DBE goal on this contract,DBEs will only be allowed to perform work in the categories of work for which they were certified. 7) DETERMINATION OF DBE PARTICIPATION. A firm must be an eligible DBE and perform a professional or technical function relating to the project. Once a firm is determined to be an eligible DBE,the total amount paid to the DBE for work performed with his/her own forces is counted toward the DBE goal. When a DBE subcontracts part of the work of its contract to another firm,the value of the subcontracted work may be counted toward DBE goals only if the subprovider is itself a DBE. Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals. A DBE subprovider may subcontract no more than 70%of a federal aid contract. The DBE subprovider shall perform not less than 30%of the value of the contract work with assistance of employees employed and paid directly by the DBE; and equipment owned or rented directly by the DBE. DBE subproviders must perform a commercially useful function required in the contract in order for payments to be credited toward meeting the contract goal. A DBE performs a commercially useful function when it is responsible for executing the work of the contract and is carrying out its responsibilities by actually performing,managing, and supervising the work involved. To perform a commercially useful function,the DBE must also be responsible,with respect to materials and supplies used on the contract, for negotiating price,determining quality and quantity,ordering the material, and installing(where applicable)and paying for the material itself. When a DBE is presumed not to be performing a commercially useful function,the DBE may present evidence to rebut this presumption. A Provider may count toward its DBE goal a portion of the total value of the contract amount paid to a DBE joint venture equal to the distinct, clearly defined portion of the work of the contract performed by the DBE. Proof of payment, such as copies of canceled checks,properly identifying the Department's contract number or project number may be required to substantiate the payment,as deemed necessary by the Department. 8) RECORDS AND REPORTS. a. After submission of the initial commitment reported(Exhibit H-1),required by Section 2.c. of this attachment,the Provider shall submit Monthly Progress Assessment Reports(Exhibit H-3), after contract work begins,on DBE involvement to meet the goal and for race-neutral participation. One copy of each report is to be sent to the Department's Business Opportunity Programs Office monthly, in addition one copy is to be submitted with the Provider's invoice. Only actual payments made to subproviders are to be reported. These reports will be required until all subprovider activity is completed. The Department may verify the amounts being reported as paid to DBEs by requesting copies of canceled checks paid to DBEs on a random basis. b. DBE subproviders should be identified on the report by name,type of work being performed,the amount of actual payment made to each during the billing period,cumulative payment amount and percentage of the total contract amount. These reports will be due within fifteen(15) days after the end of a calendar month. Reports are required even when no DBE activity has occurred in a billing period. Page 3 of 4 Attachment H-FG Contract No. c. All such records must be retained for a period of seven(7)years following final payment or until any investigation,audit,examination,or other review undertaken during the seven(7) years is completed,and shall be available at reasonable times and places for inspection by authorized representatives of the Department or the DOT. d. Prior to receiving final payment,the Provider shall submit a Final Report(Exhibit H-4),detailing the DBE payments. The Final Report is to be sent to the Department's Business Opportunity Programs Office and one (1)copy to be submitted with the Provider's final invoice. If the DBE goal requirement is not met, documentation of the good faith efforts made to meet the goal must be submitted with the Final Report. 9) COMPLIANCE OF PROVIDER. To ensure that DBE requirements of this DOT-assisted contract are complied with,the Department will monitor the Provider's efforts to involve DBEs during the performance of this contract. This will be accomplished by a review of Monthly Progress Assessment Reports(Exhibit H-3), submitted to the Department's Business Opportunity Programs Office by the Provider indicating his progress in achieving the DBE contract goal,and by compliance reviews conducted by the Department. The Monthly Progress Assessment Report(Exhibit H-3) must be submitted at a minimum monthly to the Business Opportunity Programs Office, in addition to with each invoice to the appropriate agency contact. The Provider shall receive credit toward the DBE goal based on actual payments to the DBE subproviders with the following exceptions and only if the arrangement is consistent with standard industry practice. The Provider shall contact the Department if he/she withholds or reduces payment to any DBE subprovider. (1) A DBE firm is paid but does not assume contractual responsibility for performing the service; (2) A DBE firm does not perform a commercially useful function; (3) Payment is made to a DBE that cannot be linked by an invoice or canceled check to the contract under which credit is claimed; (4) Payment is made to a broker or a firm with a brokering-type operation; (5) Partial credit is allowed, in the amount of the fee or commission provided the fee or commission does not exceed that customarily allowed for similar services, for a bona tide service, such as professional, technical,consultant,or managerial services,and assistance in the procurement of essential personnel, facilities,equipment,materials,or supplies required for performance of the contract. A Provider's failure to comply with the requirements of this Special Provision shall constitute a material breach of this contract. In such a case,the Department reserves the right to terminate the contract;to deduct the amount of DBE goal not accomplished by DBEs from the money due or to become due the Provider,not as a penalty but as liquidated damages to the Department; or such other remedy or remedies as the Department deems appropriate. 12/06 DBE-FED.ATT Page 4 of 4 Attachment H-FG Contract No. EXHIBIT H-1 Texas Department of Transportation Subprovider Monitoring System Commitment Worksheet Contract#: Assigned Goal: 15 % Federally Funded X State Funded Prime Provider: Lockwood, Andrews &Newnam, Inc. Total Contract Amount: $ 2,987,697.11 Prime Provider Info: DBE HUB Both Vendor ID#: 17413815915 DBE/HUB Expiration Date: (First 11 Digits Only) If no suhproviders are used on this contract,please indicate by placing"N/A"on the P'line under Subproviders. Subprovider(s) Type Vendor ID# D=DBE Expiration $Amount or (List All) of Work (First 11 Digits Only) H=HUB Date % of Work Walter P Moore and Associates, Traffic,Access Inc. Management 17415543390 6.75% Asakura Robinson Company, Landscape D 3/31/19 LLC Architect/ 12009486528 H 3/31/21 2.19°4 Urban Forestry Community Awareness Public D 10/31/18 Services, Inc. Involvement 12640572363 H 6/29/21 1.2U`iO Survey, Parcel D 8/31/18 MBCO Engineering, LLC Maps, Meets& 14727837529 H 8/31/19 17.39% Bounds 13inkley&Barfield, Inc. SUE 17417015595 3.43% Environmental, Raba Kistner, Inc. Geotechnical 17416115347 5.78% Utility D 1/31/19 GC Engineering, Inc. Coordination and 17317022071 H 1/31/21 3.84% relocation Hazmat and D 5/31/18 Quadrant Consultants, Inc. Wetlands 17420387445 H 1/31/20 1.12% Subprovider(s)Contract or%of Work*Totals 41.70 % *For Work Authorization Contracts,indicate the%of work to be performed by each subprovider. Total DBE or HUB Commitment Dollars $769.182.49 Total DBE or HUB Commitment Percentages of Contract 25.74% (Commitment Dollars and Percentages are for Subproviders only) 12/06 DBEHI.AT Page 1 of 1 Exhibit H-1 Contract No. EXHIBIT H-2 Texas Department of Transportation Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE:Exhibit H-2 is required to be attached to each contract that does not include work authorizations. Exhibit H-2 is required to be attached with each work authorization. Exhibit H-2 is also required to be attached to each supplemental work authorization. If DBE/HUB Subproviders are used, the form must be completed and signed If no DBE/HUB Subproviders are used, indicate with "N/A"on this line: and attach with the work authorization or supplemental work authorization. Contract#: Assigned Goal: 15 % Prime Provider: Lockwood,Andrews&Newnam. Inc. Work Authorization(WA)#: WA Amount: Date: Supplemental Work Authorization(SWA)#: to WA#: SWA Amount: Revised WA Amount: Description of Work Dollar Amount (List by category of work or task description. Attach additional pages, if (For each category of work or task description necessary.) shown.) Landscape Architecture/Urban Forestry S 65,498.51 Total Commitment Amount (Including all additional pages.) S 65,498.51 IMPORTANT: The signatures of the prime and the DBE/HUB and Second Tier Subprovider, if any(both DBE and Non-DBE)and the total commitment amount must always be on the same page. Provider Name: Lockwood,Andrews&Newnam, Inc. Name: Muhammad Ali, PE Address: 2925 Briarpark Dr, Suite 400,Houston,TX 77042 (Please Print) Phone#&Fax#: 713-266-6900 Title: Senior As ciatc Team Leader Email: MiMAIiurdan-inc.coiu 4/11/2018 Signature }{ Date DBE/HUB Sub Provider Name: I� /4-\ t <Lt . Subprovider Name: Asakura Robinson Company, LLC - (Please Print) VID Number: 12009486528 Vve J'I c_ ,i,`\ T e: Address: 1902 Washington Ave, Ste A, Houston,TX 77007 ( ��, Phone#&Fax#: 713-337-5830 \, Signature �� Date Email: jc,s c:i(r a;al:urarubinxn . ui: Second Tier Sub Provider Name: Subprovider Name: (Please Print) VID Number: Title: Address: Phone#&Fax#: Signature Date Email: VID Number is the Vendor Identification Number issued by the Comptroller. If a firm does not have a VID Number,please enter the owner's Social Security or their Federal Employee Identification Number(if incorporated). Page 1 of 1 4/06 DBE-H2.ATT Exhibit H-2 Contract No. EXHIBIT H-2 Texas Department of Transportation Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE:Exhibit 11-2 is required to be attached to each contract that does not include work authorizations. Exhibit H-2 is required to be attached with each work authorization. Exhibit 11-2 is also required to be attached to each supplemental work authorization. If DBE/HUB Subproviders are used,the form must be completed and signed. If no DBE/HUB Subproviders are used, indicate with "N/A"on this line: and attach with the work authorization or supplemental work authorization. Contract#: Assigned Goal: 15 % Prime Provider: Lockwood,Andrews&Newnam,Inc. Work Authorization(WA)#: WA Amount: Date: Supplemental Work Authorization(SWA)#: to WA#: SWA Amount: Revised WA Amount: Description of Work Dollar Amount (List by category of work or task description. Attach additional pages. if (For each category of work or task description necessary.) shown) Public Involvement $35,822.25 Total Commitment Amount(Including all additional pages.) S 35,822.25 IMPORTANT:The signatures of the prime and the DBI:/I ItJB and Second Tier Subprovider,it-any(both DBE and Non-1)13E)and the total commitment amount must always he on the same page. Provider Name: Lockwood,Andrews&Newnam.inc. Name: Muhammad Ali,PF'. Address: 2925 Briarpark Dr,Suite 400,i iouston,TX 77042 (Please Print) Phone#& Fax#: 713-266-6900 Title: Senior As elate,Team Leader Email: VIMAli a lun-inc.com 4/11/2018 Signature Date DBE/HUB Sub Provider Name: Jerri Anderson Subprovider Name:Community Awareness Services, Inc. (Please Print) ViD Number: 12640572363 Title: President Address: 397 N. Sam I louston Pkwy L., Suite 125,Houston, ( ' /u//�A S� TX 77060 �( Phone#& Fax#:281-820-7413 Signature Date Email: cus a..casprograms.com Second Tier Sub Provider Name: Subprovider Name: (Please Print) VID Number: Title: Address: Phone#& Fax#: Signature Date Email: ViD Number is the Vendor Identification Number issued by the Comptroller. if a firm does not have a ViD Number,please enter the owner's Social Security or their Federal Employee Identification Number(if incorporated). Page I of 1 4/06 DBE-H2.ATT Exhibit H-2 Contract No. EXHIBIT H-2 Texas Department of Transportation Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE: Exhibit H-2 is required to be attached to each contract that does not include work authorizations. Exhibit H-2 is required to be attached with each work authorization. Exhibit H-2 is also required to be attached to each supplemental work authorization. If DBE./HUB Suhnroviders are used,the form must be completed and signed If no DBE/HUB Subproviders are used, indicate with "NM"on this line: and attach with the work authorization or supplemental work authorization. Contract#: Assigned Goal: 15 % Prime Provider: Lockwood,Andrews&Newnam.Inc. Work Authorization(WA)#: WA Amount: Date: Supplemental Work Authorization(SWA)#: to WA #: SWA Amount: Revised WA Amount: Description of Work Dollar Amount (List by category of work or task description. Attach additional pages. if (For each category of work or task description necessary,) shown.) Survey,Parcel Maps,Metes& Bounds S 519,630.35 Total Commitment Amount (Including all additional pages.) S 519,630.35 IMPORTANT: The signatures of the prime and the DBE/HUB and Second Tier Subprovider, if any(both DBE and Non-DBE)and the total commitment amount must always be on the same page. Provider Name: Lockwood, Andrews&Newnam, Inc. dame: Muhammad Ali, PE Address:2925 Briarpark Dr, Suite 400,Houston,TX 77042 (Please Print) Phone#&Fax#: 713.266.6900 Title: Senior As: elate,Team I.cadcr Email: MMAlitt{'jan-inc.com 4/11/2018 Si nature Date DBE/HUB Sub Provider Name: E'&\V 11\eSCL r P _ Subprovider Name: MBCO Engineering, l.l.0 (Please Print) VID Number: 14727837529 Sf \.),\ �rQS�(. 1?A iv Title: Address: 13111 Westheimcr Rd, Ste 307, Houston TX 77077 { (, lam; 3- l U� Date Y�Y Phone#& Fax#: 281-760-1656 Signature Email: Brock,crenek @mbcoengincering.conl Second Tier Sub Provider Name: _ Subprovider Name: (Please Print) VID Number: Title: Address: Phone#& Fax#: Signature Date Email: VII)Number is the Vendor Identification Number Issued by the Comptroller. If a firm does not have a VID Number,please enter the owner's Social Security or their Federal Employee Identification Number(if incorporated). Page 1 of 1 4/06 DBE.H2 ATT Exhibit H-2 Contract No. EXHIBIT H-2 Texas Department of Transportation Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE: Exhibit H-2 is required to be attached to each contract that does not include work authorizations. Exhibit 11-2 is required to be attached with each work authorization. Exhibit 11-2 is also required to be attached to each supplemental work authorization. If DBE/HUB Subproviders are used,the form must be completed and signed. If no DBE/HUB Subproviders are used, indicate with "N/A"on this line: and attach with the work authorization or supplemental work authorization. Contract#: Assigned Goal: 15 % Prime Provider: Lockwood,Andrews&Newnam,Inc. Work Authorization(WA)#: WA Amount: Date: Supplemental Work Authorization(SWA)#: to WA#: SWA Amount: Revised WA Amount: Description of Work Dollar Amount (List by category of work or task description. Attach additional pages, if (For each category of work or task description necescaty.) shown.) Utility coordination'relocation S 1I-1,852.49 Total Commitment Amount('Includin'all additional a:es.) S 114,852.49 IMPORTANT:The signatures of the prime and the DBE/HUB and Second Tier Subprovider,if any(both DBE and Non-DBE)and the total commitment amount must al 's be on the same page. 1 Provider Name: Lockwood,Andrews&Newnam,Inc. Name: Muhammad Ali,PE Address: 2925 Briarpark Dr,Suite 400,Houston,TX 77042 (Please Print) Phone#& Fax#: 713-266-6900 Title: Senior As ciate,Team Leader Email: MMAli"a lan-inc.com i Ir� 4/11/2018 Signature Date DBEMUB Sub Provider Name: Chandi Rodrigo,PE Subprovider Name: GC Engineering,Inc. (Please Print) VID Number: 17317022071 Title: President Address:Address: 2505 Park Ave,Pearland,TX 77581 —E7 cn 11 1-n-12-0 Zo f Phone#& Fax#: 281-412-7008 �Signature Date Email: crodrieo'cr ec-cnginecring.com Second Tier Sub Provider Name: Subprovider Name: (Please Print) VID Number: Title: Address: Phone#& Fax#: Signature Date Email: VID Number is the Vendor Identification Number issued by the Comptroller. If a firm does not have a VID Number,please enter the o■ner's Social Security or their Federal Employee Identification Number(if incorporated). Page 1 of 1 4/06 DBE-H2.ATT Exhibit H-2 Contract No. EXHIBIT H-2 Texas Department of Transportation Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE:Exhibit H-2 is required to be attached to each contract that does not include work authorizations. Exhibit H-2 is required to be attached with each work authorization. Exhibit H-2 is also required to be attached to each supplemental work authorization. If DBE/HUB Subproviders are used,the form must be completed and signed. If no DBE/HUB Subproviders are used, indicate with "N/A"on this line: and attach with the work authorization or supplemental work authorization. Contract#: Assigned Goal: 15 % Prime Provider: Lockwood,Andrews&Newnam,Inc. Work Authorization(WA)#: WA Amount: Date: Supplemental Work Authorization(SWA)#: to WA#: SWA Amount: Revised WA Amount: Description of Work Dollar Amount (List by category of work or task description. Attach additional pages, if (For each category of work or task description necessary.) shown.) Hazmat and Wetlands $33,378.89 Total Commitment Amount(Including all additional pages.) _ $33,378.89 IMPORTANT:The signatures of the prime and the DBE/HUB and Second Tier Subprovider,if any(both DBE and Non-DBE)and the total commitment amount must always be on the same page. Provider Name:Lockwood,Andrews&Newnam,Inc. Name: Muhammad Ali,PE Address: 2925 Briarpark Dr,Suite 400,Houston,TX 77042 (Please Print) Phone#&Fax#: 713-266-6900 Title: Senior A ociate,Team Leader Email: IVMAlir l lan-inc.com /rA::i 4/11/2018 Signature Date DBE/HUB Sub Provider Name: Michael Y.Chou Subprovider Name: Q Consultants Inc.dba Quadrant (Please Print) Consultants Inc. VID Number: 18141939001 Title: •.114--°`A-President �D�,, Address: 7322 Southwest Fwy.,Ste 470,Houston,TX 77074 1` ` - • '""'�'`{ 3 ' g Phone#&Fax#: 713-779-2990 ignature ate Email: mchou(a`gconsultants.com Second Tier Sub Provider Name: Subprovider Name: (Please Print) VID Number: Title: Address: Phone#& Fax#: Signature Date Email: VID Number is the Vendor Identification Number issued by the Comptroller. If a firm does not have a VID Number,please enter the owner's Social Security or their Federal Employee Identification Number(if incorporated). Page 1 of 1 4/06 DBE-H2.ATT Exhibit H-2 Contract No. EXHIBIT H-2 Texas Department of Transportation Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE:Exhibit H-2 is required to be attached to each contract that does not include work authorizations. Exhibit H-2 is required to be attached with each work authorization. Exhibit H-2 is also required to be attached to each supplemental work authorization. If DBE/HUB Subproviders are used,the form must be completed and signed. If no DBE/HUB Subproviders are used, indicate with "N/A"on this line: N/A and attach with the work authorization or supplemental work authorization. Contract#: Assigned Goal: 15 % Prime Provider: Lockwood,Andrews&Newnam,Inc. Work Authorization(WA)#: WA Amount: Date: Supplemental Work Authorization(SWA)#: to WA#: SWA Amount: Revised WA Amount: Description of Work Dollar Amount (List by categoy of work or task description. Attach additional pages, if (For each categohy of work or task description necessary.) shown.) SUE $ 102,333.50 - I Total Commitment Amount(Includin• all additional'a:es.) $ 102,333.50 IMPORTANT:The signatures of the prime and the DBE/HUB and Second Tier Subprovider,if any(both DBE and Non-DBE)and the total commitment amount must always be on the same page. Provider Name:Lockwood,Andrews&Newnam,Inc. Name: Muhammad Ali,PE Address:2925 Briarpark Dr,Suite 400,Houston,TX 77042 (Please Print) Phone#&Fax#:713-266-6900 Title: Senior Associate Team Leader Email:MMAli @lan-inc.com 4/13/2018 Signature Date DBE/HUB Sub Provider Name: Youssef Laham, PE Subprovider Name:Binkley&Barfield,Inc. (Please Print) VID Number:n/a Title: Corporate Vice President Address: 1710 Seamist Drive,Houston,TX 77008 Phone#& Fax#: 713-869-3433 '( Signature Date Email:YL@binkleybarfield.com Second Tier Sub Provider Name: Subprovider Name: (Please Print) VID Number: Title: Address: Phone#&Fax#: Signature Date Email: YID Number is the Vendor Identification Number issued by the Comptroller. If a firm does not have a YID Number,please enter the owner's Social Security or their Federal Employee Identification Number(if incorporated). Page 1 of 1 4/06 DBE-H2.ATT Exhibit H-2 Contract No. EXHIBIT H-2 Texas Department of Transportation Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE:Exhibit H-2 is required to be attached to each contract that does not include work authorizations. Exhibit H-2 is required to be attached with each work authorization. Exhibit H-2 is also required to be attached to each supplemental work authorization. If DBE/HUB Subproviders are used,the form must be completed and signed. If no DBE/HUB Subproviders are used, indicate with "NM"on this line: N/A and attach with the work authorization or supplemental work authorization. Contract#: Assigned Goal: 15 % Prime Provider: Lockwood,Andrews&Newnam,Inc. Work Authorization(WA)#: WA Amount: Date: Supplemental Work Authorization(SWA)#: to WA#: SWA Amount: Revised WA Amount: Description of Work Dollar Amount (List by category of work or task description. Attach additional pages, if (For each category of work or task description necessary) shown.) SUE $ 102,333.50 Total Commitment Amount(Includin• all additional.a:es. $ 102,333.50 IMPORTANT:The signatures of the prime and the DBE/HUB and Second Tier Subprovider,if any(both DBE and Non-DBE)and the total commitment amount must always be on the same page. Provider Name:Lockwood,Andrews&Newnam,Inc. Name: Muhammad Ali,PE Address:2925 Briarpark Dr,Suite 400,Houston,TX 77042 (Please Print) Phone#&Fax#: 713-266-6900 Title: Senior Associate,Team Leader Email: MMAIi@lan-inc.com 4/13/2018 Signature Date DBE/HUB Sub Provider Name: Youssef Laham, PE Subprovider Name:Binkley&Barfield,Inc. (Please Print) VID Number:n/a Title: Corporate Vice President Address: 1710 Seamist Drive,Houston,TX 77008 Phone#&Fax#:713-869-3433 �o��x 14)11'I Signature Date Email:YL@binkleybarfield.com binkleybarfield.com Second Tier Sub Provider Name: Subprovider Name: (Please Print) VID Number: Title: Address: Phone#&Fax#: Signature Date Email: VID Number is the Vendor Identification Number issued by the Comptroller. If a firm does not have a VID Number,please enter the owner's Social Security or their Federal Employee Identification Number(if incorporated). — — -- Page 1 of 1 4/06 DBE-H2.ATT Exhibit H-2 Contract No. EXHIBIT H-2 Texas Department of Transportation Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE:Erhibit H-2 is required to be attached to each contract that does not include work authorizations. Exhibit H-2 is required to be attached with each work authorization. Exhibit H-2 is also required to be attached to each supplemental work authorization. If DBE/HUB Subproviders are used,the form must be completed and signed. If no DBE/HUB Subproviders are used, indicate with "N/A"on this line: N/A and attach with the work authorization or supplemental work authorization. Contract#: Assigned Goal: 15 % Prime Provider: Lockwood,Andrews&Newnam,Inc. Work Authorization(WA)#: WA Amount: Date: Supplemental Work Authorization(SWA)#: to WA#: SWA Amount: Revised WA Amount: Description of Work Dollar Amount (List by category of work or task description. Attach additional pages, if (For each category of work or task description necessary.) shown.) SUE $ 102,333.50 Total Commitment Amount(Including all additional pages.) $ 102,333.50 IMPORTANT:The signatures of the prime and the DBE/HUB and Second Tier Subprovider,if any(both DBE and Non-DBE)and the total commitment amount must always be on the same page. Provider Name:Lockwood,Andrews&Newnam,Inc. Name: Muhammad Ali,PE Address:2925 Briarpark Dr,Suite 400,Houston,TX 77042 (Please Print) Phone#&Fax#:713-266-6900 Title: Senior Associate Team Leader Email: MMAIi@lan-inc.com 4/13/2018 Signature Date DBE/HUB Sub Provider Name: Youssef Laham, PE Subprovider Name:Binkley&Barfield,Inc. (Please Print) VID Number:n/a Title: Corporate Vice President Address: 1710 Seamist Drive,Houston,TX 77008 f0� � /, 1 11118 Phone#&Fax#:713-869-3433 '[ Signature D ate Email:YL @binkleybarfield.com Second Tier Sub Provider Name: Subprovider Name: (Please Print) VID Number: Title: Address: Phone#&Fax#: Signature Date Email: VID Number is the Vendor Identification Number issued by the Comptroller. If a firm does not have a VID Number,please enter the owner's Social Security or their Federal Emplo ee Identification Number(if incorporated). Page 1 of 1 4/06 DBE-H2.ATT Exhibit H-2 IS rn -0 ■-■ )-n D b d C7 ) 0 R O O o g �-* P "O "0 O v T' CD -t `< `C a > ■''d ,=+->" a a c C =, �' c o po O o' o 0 ~3 0. Y .d o o' 0 b7 � o Z �c b (4) A c CCD y �, t7 � � x N G PZJ o� -s 'Y cc r . ,co N O e 'C o ° y `� CD•o O .� 5 - a� 0 AD 1-+ CD O•' et A ✓' O .T � � 0 O - co) .1 rg o _: 5 ° 9 y "pp CD ,'� � x ° � O oo n c .c .0 cn oo A °. "t 0 C/) J A CD °e ti C CD v� CD Z a O C"b as c fo (D -t O 111 CD r% 0 N 2 N O C. X c co O o C n p - O" .1 W CD o Ham, _ o m � ° ° °- Y O w ° ° °a "°' o Z va 0. lD r z C7 c co �e o S 0o 0 y o "d O c4 tit N ° O ' r-r "a- S o .o 0 ° a a. °° �. b ° 0 - a o a .6: :i x co .n ,b o '�] o k ,-n C x 9 c o c co (A O O a cp O r - N p A 6, V1 '+ C w .A O i W N A - 0 et "S as f7 5 CO ua m W o et et Contract No. EXHIBIT H-4 Texas Department of Transportation Subprovider Monitoring System Final Report The Final Report Form should be filled out by the Prime Provider and submitted to the Contract Manager and the Business Opportunity Programs Office for review upon completion of the contract. The report should reflect all subcontract activity on the project. The report will aid in expediting the final estimate for payment. If the HUB or DBE goal requirements were not met, documentation supporting good faith efforts must be submitted. DBE Goal: % OR HUB Goal: °A) Total Contract Amount: $ Total Contract Amount: $ Contract Number: Vendor ID# Subprovider Total$Amt Paid to Date TOTAI. This is to certify that % of the work was completed by the HUB or DBE subproviders as stated above. By: Prime Provider Per: Signature Subscribed and sworn to before me, this day of , 20 Notary Public County My Commission expires: 12/06 DBE-1-14.A Page 1 of 1 Exhibit H-4 Contract No. EXHIBIT H-5 Federal Subprovider and Supplier Information The Provider shall indicate below the name, address and phone number of all successful and unsuccessful subproviders and/or suppliers that provided proposals/quotes for this contract prior to execution. You may reproduce this form if additional space is needed. Name Address Phone Number The information must be provided and returned with the contract. Signature Date Printed Name Email Phone # Page 1 of 1 Exhibit H-5 Contract No. rye'J'•= '\ HUB Subcontracting Plan (HSP) Prime Contractor Progress Assessment Report This form must be completed and submitted to the contracting agency each month to document compliance with your HSP. ContracURequisition Number: Date of Award: Object Code: (mmiddfyyyy) (Agency use Or y Contracting AgencyfUniversity Name: Contractor(Company)Name: State of Texas VID#: Point of Contact: Phone#: Reporting(Month)Period: Total Amount Paid this Reporting Period to S - Report HUB and Non-HUB subcontractor information 'Texas Certified Total Contract S Total$Amount Paid Total Contract$ Subcontractor's VID or HUB HUB? Amount from HSP This Reporting Period Amount Paid to Date Object Code Subcontractor's Name Certificate Number (Yes or No) with Subcontractor to Subcontractor to Subcontractor (Agency Use Oti $ - $ - $ $ - $ - $ $ - $ • $ $ - $ • $ $ - $ - $ $ - $ • $ $ - $ • $ $ - $ - $ $ - $ • $ $ - $ • $ $ - $ • $ $ - $ • $ $ - $ - $ $ - $ - $ $ - $ • $ $ - $ • $ $ - $ • $ $ • S - S $ - $ - $ $ - $ - S - $ - $ - S - S - $ - S S - $ - S - $ - $ - S _ $ $ - 5 - $ $ - S - $ - $ - 5 $ - $ - $ TOTALS: $ - $ - $ - Signature: Title: Date: *Note:HUB certification status can be verified on-line at: http:ll www2.cpa.state.tx.uslcmbllhubonly.html +oo? Page 1 of 1 Exhibit H-6 CITY OF PEARLAND STANDARD FORM OF AGREEMENT APPENDIX B House Bill 89 Verification I, 1" LA\A ok r') c` a k, (Person name), the undersigned representative (hereafter referred to as "Representative") of Lck K�'Lx-,,:1‘t i ,r, ,.,,s , E`, aJea-,.)�2,M, -& c . (company or business name, hereafter referred to as "Business Entity"), being an adult over the age of eighteen (18)years of age, after being duly sworn by the undersigned notary, do hereby depose and affirm the following: 1. That Representative is authorized to execute this verification on behalf of Business Entity; 2. That Business Entity does not boycott Israel and will not boycott Israel during the term of any contract that will be entered into between Business Entity and the City of Pearland; and 3. That Representative understands that the term "boycott Israel" is defined by Texas Government Code Section 2270.001 to mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. / __.-- - 2 SIGNATU"E OF " "RESE A TIVE SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, on this a9 day of march , 20 q. `t`""" JODIE CHEVEZ gd, �.J PPY P`6 i� c/�t/ Ct". \---- ;_' 5-_Notary Public,State of Texas �9 +e� Comm. Expires 06-26-2021 •ta Public 1//44;1`■ON Notary ID 128943968 CERTIFICATE OF INTERESTED PARTIES FORM `1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-337482 Lockwood,Andrews&Newnam, Inc. Houston,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 04/11/2018 being filed. City of Pearland Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Mykawa Road Beltway 8 to FM 518 Engineering Services Nature of interest 4 Name of Interested Party City,ty,State,Country ry(p lace of business) (check applicable) Controlling I Intermediary Daly, Ill, Leo A. Washington, DC United States X I Petersen, Dennis W. Houston,TX United States X Swafford, C.Wayne Houston,TX United States X Brader,James Omaha, NE United States X Curry,W. Derrell Houston,TX United States X Boyd,J.Anthony Houston,TX United States X Vajdani, Sima Los Angeles, CA United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION c —� My name is Q rr , LY] � . and my date of birth is_5/i /1975 75 My address is a9 251rtt3.rpanc. S*.yob 1 on (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. p� Executed in l\cIYYI 5 County, State of__A ,on the�I day of iit ,20 1 p . (month) (year) • Signature of a orized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523 A DATE(MM,DD!YYYY)COR CERTIFICATE OF LIABILITY INSURANCE 7/1/2015 4/11/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). p CONTACT PRODUCER Lockton Companies NAME:__ 444 W.47th Street,Suite 900 PHONE FAX (A/C No FeD: (A/C.Nol: Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Lloyd's of London 38253 INSURED LOCKWOOD,ANDREWS&NEWNAM,INC. INSURER B: 1393396 ATTN: MR.DON SCHUETZ INSURER C: 2925 BRIARPARK DRIVE INSURER D: HOUSTON TX 77042 INSURER E: ` INSURER F: COVERAGES LEOADOI CERTIFICATE NUMBER: 15319375 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX DAMAGE TO CLAIMS-MADE OCCUR PREMISES(EaEoccurrence) $ XXXXXXX MED EXP(Any one person) $ XXXXXXX PERSONAL&ADV INJURY $ XXXXXXX GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ XXXXXXX POLICY X JECT LOC PRODUCTS-COMP/OP AGG S XXXXXXX OTHER: $ AUTOMOBILE LIABILITY NOT APPLICABLE COMBINED SINGLE LIMIT (Ea accident) $ XXXXXXX ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED AUTOS BODILY INJURY(Per accident) $ — XXXXXXX HIRED RED ONLY AUTOS NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY — AUTOS ONLY (Per accident) $ XXXXXXX UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE ^ $ XXXXXXX EXCESS UAB CLAIMS-MADE AGGREGATE $ XXXXXXX DED I I RETENTION$ $ XXXXXXX WORKERS COMPENSATION NOT APPLICABLE PER AND EMPLOYERS'LIABILITY STATUTE OTH- ER Y IN ANY PROPRIETOR/PARTNER/EXECUTIVE n E.L.EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ XXXXXXX If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ XXXXXXX A PROFFESIONAL N N LDUSAI704566 7/1/2017 7/1/2018 $1,000,000 EACH CLAIM AND LIABILITY $2,000,000 IN THE ANNUAL AGGREGATE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: CONTRACT FOR ENGINEERING SERVICES. CERTIFICATE HOLDER CANCELLATION Sec Attachment 15319375 CITY OF PEARLAND SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 19 LIBERTY DRIVE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 35 PEARLAND 19 LIBERTY TX 77581 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIV 4-1(41‘ 1 � ©198&- 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Miscellaneous Attachment: M507672 Certificate ID: 15319375 ADDITIONAL NAMED INSURED: LOCKWOOD, ANDREWS&NEWMAN, INC. ATTACHING TO AND FORMING PART OF POLICY NO. B0146LDUSA1704566 ISSUE TO: Leo A. Daly Company and as more fully described in the Policy ISSUED BY: Underwriters at Lloyd's, London EFFECTIVE: 12:01 am Standard Time on 1 July,2017 Endorsement Number: 19 LIMITED AUTHORITY TO ISSUE CERTIFICATES OF INSURANCE ENDORSEMENT In consideration of the premium charged, it is hereby understood and agreed as follows: (1) Underwriters authorize Lockton Companies LLC the ("Certificate Issuer") to issue Certificates of Insurance at the request or direction of the Insured. It is expressly understood and agreed that, subject to Paragraph (2) below, any Certificate of Insurance so issued shall not confer any rights upon the Certificate Holder, create any obligation on the part of the Underwriters, or purport to, or be construed to, alter, extend, modify, amend, or otherwise change the terms or conditions of this Policy in any manner whatsoever. In the case of any conflict between the description of the terms and conditions of this Policy contained in any Certificate of Insurance on the one hand, and the terms and conditions of this Policy as set forth herein on the other, the terms and conditions of this Policy as set forth herein shall control. (2) Notwithstanding Paragraph (1) above, such Certificates of Insurance as are authorized under this endorsement may provide that in the event the Underwriters cancel or non-renew this Policy or in the event of a Material Change to this Policy, Underwriters shall mail written notice of such cancellation, non-renewal, or Material Change to such Certificate Holder within a specified period of time; provided, however, that the Insurers shall have not be required to provide such notice more than 60 days prior to the effective date of cancellation, non-renewal, or a Material Change. The Insured shall provide written notice to the Underwriters of all Certificate Holders and the number of days' written notice of cancellation, non-renewal, or Material Change, if any, specified in each Certificate of Insurance (i) at inception of this Policy, (ii) 90 days prior to expiration of this Policy, and (iii) within 10 days of receipt of a written request from Insurers. Insurers' obligation to mail notice of cancellation, non-renewal, or a Material Change as provided in this paragraph shall apply solely to those Certificate Holders with respect to whom the Insured has provided the foregoing written notice to the Insurers. (3) It is further understood and agreed that Underwriters'authorization of the Certificate Issuer under this endorsement is limited solely to the issuance of Certificates of Insurance and does not authorize, empower, or appoint the Certificate Issuer to act as an agent for the Underwriters or bind the Underwriters for any other purpose. The Certificate Issuer shall be solely responsible for any errors or omissions in connection with the issuance of any Certificate of Insurance pursuant to this endorsement. (4) As used in this endorsement: (i) Certificate of Insurance means a document issued for informational purposes only as evidence of the existence and terms of this Policy in order to satisfy a contractual obligation of the Insured. (ii) Material Change means an endorsement to or amendment of this Policy after issuance of this Policy by the Underwriters that restricts the coverage afforded to the Insured, All other terms and conditions of the Policy remain unchanged. A ® DATE(MM DD,YYVY) CERTIFICATE OF LIABILITY INSURANCE I/I/2019 4/11/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Lockton Companies NAME: 444 W.47th Street,Suite 900 PHONE 1 FAX (A:C No Fatl• (A C.Nol: Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:American Casualty Company of Reading,PA 20427 INSURED LOCKWOOD,ANDREWS&NEWNAM,INC. INSURER B:National Fire Insurance Co of Hartford 20478 1349712 ATTN:MR.DON SCHUETZ INSURER c:Transportation Insurance Company 20494 2925 BRIARPARK DRIVE INSURER D: HOUSTON,TX 77042 INSURER E: INSURER F: COVERAGES LEOADOI CERTIFICATE NUMBER: 15319369 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYYI (MM/DD/YYYY) B X COMMERCIAL GENERAL LIABILITY Y N 1015651942 (/1/2018 1/1/2019 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PRO- POLICY LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: _ $ A AUTOMOBILE LIABILITY Y N 1015651956 1/1/2018 1/1/2019 COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX XOWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY _ AUTOS XXXXXXX X HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY _ AUTOS ONLY (Per accident) $ XXXXXXX UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE _ $ XXXXXXX EXCESS UAB CLAIMS-MADE AGGREGATE $ XXXXXXX DED 1 l RETENTION$ $ XXXXXXX WORKERS COMPENSATION B AND EMPLOYERS'LIABILITY N 1 0 1 565 1 973(AOS) (/1/2018 1/1/2019 X STATUTE ERH C ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 2025515744(HI) 1/1/2018 )/1/20)9 E.L.EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBER EXCLUDED? © N 1 A 1063334422(CA) 1/1/2018 1/1/2019 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 1 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE: CONTRACT FOR ENGINEERING SERVICES.THE CITY OF PEARLAND IS AN ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY AND AUTO LIABILITY,AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION Scc Attachments 15319369 CITY OF PEARLAND SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 19 LIBERTY DRIVE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 35 PEARLAND 19 LIBERTY TX 77581 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIV /2/ 411z& ©1988- 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Miscellaneous Attachment: M504829 Certificate ID: 15319369 CNA PARAMOUNT Blanket Additional Insured - Owners,Lessees or Contractors- with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions,or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract;or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard,and only if: 1. the written contract requires you to provide the additional insured such coverage;and 2. this coverage part provides such coverage. H. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition,or 10-01 edition of CG2010,or under the 10-01 edition of CG2037;or B. additional insured coverage with"arising out of"language;or C. additional insured coverage to the greatest extent permissible by law;then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance,the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract;or B. a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage,or personal and advertising injury arising out of: A.the rendering of,or the failure to render,any professional architectural, engineering,or surveying services, including: 1. the preparing,approving,or failing to prepare or approve maps, shop drawings, opinions, reports,surveys,field orders,change orders or drawings and specifications;and 2. supervisory, inspection,architectural or engineering activities;or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX(10-16) Policy No: 1015651942 Page 1 of 2 Endorsement No: 19 Nat 'l Fire Ins Co of Hartford Effective Date: 01/01/2018 Insured Name: LOCKWOOD, ANDREWS, & NEWNAM, INC. Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Miscellaneous Attachment: M504829 Certificate ID: 15319369 CNA PARAMOUNT Blanket Additional Insured - Owners,Lessees or Contractors -with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured;or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above,this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement,the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense,or settlement of the claim;and 3. make available any other insurance,and tender the defense and indemnity of any claim to any other insurer or self-insurer,whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory,this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement,the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy;and B. was executed prior to: 1. the bodily injury or property damage;or 2. the offense that caused the personal and advertising injury;for which the additional insured seeks coverage.Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below,and expires concurrently with said Policy. CNA75079XX(10-16) Policy No: 1015651942 Page 2 of 2 Endorsement No: 19 Nat ' l Fire Ins Co of Hartford Effective Date: 01/01/2018 Insured Name: LOCKWOOD, ANDREWS, AND NEWNAM, INC. Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Miscellaneous Attachment: M504826 Certificate ID: 15319369 POLICY NUMBER: 1015651956 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identities person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form, This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: LOCKWOOD, ANDREWS & NEWNAM, INC. Endorsement Effective Date: 01/01/2018 SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization that the Named Insured is obligated to provide insurance where required by a written contract or agreement is an insured, but only with respect to legal responsibility for acts or omissions of a person or organization for whom liability coverage is afforded under this policy. Information required to complete this schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section It— Covered Autos Liability Coverage in the Business Auto and Moto Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form CA 20 48 10 13 Page 1 of 1 Miscellaneous Attachment: M504158 Certificate ID: 15319369 NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS This endorsement modifies insurance provided under the follow: Commercial General Liability Coverage Part Business Auto Coverage Form Workers Compensation and Employers Liability It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation,or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75014XX (1-15)