R2019-158 2019-07-22 RESOLUTION NO. R2019-158
A Resolution of the City Council of the City of Pearland, Texas, authorizing a
construction materials testing contract with Alpha Testing, in the amount of
$53,000.00, for the Mykawa Lift Station Construction Project (Packages 1, 2
and 3).
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section_1. That certain contract for construction materials testing services associated
with the Mykawa Lift Station Construction Project, 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 for construction materials testing services associated with the
Mykawa Lift Station Construction Project.
PASSED, APPROVED and ADOPTED this the 22ND day of July, A.D., 2019..��Q; TOM REI
MAYOR
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ATTEST:
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MARIA RODRIGUEZ 1
INTERIM CITY SECRETARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
Resolution NoExhibit A.
R2019-158
CONTRACT FOR PROFESSIONAL SERVICES
THIS CONTRACT is entered into upon final execution by and between the City of Pearland
("CITY") and Alpha Testing("CONSULTANT").
The CITY engages the CONSULTANT to perform Construction Materials Testing Services for a
project known and described as Mykawa Lift Station ("PROJECT"). (Project#W W 1601)
SECTION I-SERVICES OF THE CONSULTANT
The CONSULTANT shall perform the following professional services to CITY standards and in
accordance with the degree of care and skill that a professional in Texas would exercise under
the same or similar circumstances:
A. The CONSULTANT shall perform Construction Materials Testing Services. See
Exhibit A, attached, for a detailed SCOPE OF WORK. The PROJECT schedule
shall conform to the construction schedule.
B. The CONSULTANT shall prepare and submit a detailed opinion of estimated cost
of the PROJECT.
C. The CONSULTANT acknowledges that the CITY (through its employee
handbook) considers the following to be misconduct that is grounds for
termination of a CITY employee: Any fraud, forgery, misappropriation of funds,
receiving payment for services not performed or for hours not worked,
mishandling or untruthful reporting of money transactions, destruction of assets,
embezzlement, accepting materials of value from vendors, or consultants, and/or
collecting reimbursement of expenses made for the benefit of the CITY. The
CONSULTANT agrees that it will not, directly or indirectly; encourage a CITY
employee to engage in such misconduct.
D. The CONSULTANT recognizes that all drawings, special provisions, field survey
notes, reports, estimates and any and all other documents or work product
generated by the CONSULTANT under the CONTRACT shall be delivered to the
CITY upon request, shall become subject to the Open Records Laws of this State.
E. 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.
Design 1 of 7 D2.Revised 04/2019
(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. The CONSULTANT shall agree to waive its Right to
Subrogation. 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.
F. 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 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.
G. 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.
SECTION II -PERIOD OF SERVICE
This CONTRACT will be binding upon execution and end upon completion of the construction
ri
related work not to exceed 18 months after execution of this contract.
Design 2 of 7 D2 Revised 04/2019
SECTION III-CONSULTANT'S COMPENSATION
A. The total compensation for the services performed shall not exceed$53,000.00.
B. The CITY shall pay the CONSULTANT in monthly installments based upon Unit
Prices shown in the SCOPE OF WORK attached.
C. The CITY shall make payments to the CONSULTANT within thirty (30) days
after receipt and approval of a detailed invoice. Invoices shall be submitted on a
monthly basis.
D. CONSULTANT shall invoice for work performed during the preceding thirty day
period ("Billing Period"). The Billing Period shall run from the 26th day to the
25th day of each consecutive month. Invoices shall be submitted to CITY not
more frequently than once every 30 days. CONSULTANT shall be responsible
for timely submittal of all invoices and CONSULTANT shall not be entitled to
payment for invoices in arrears. All invoices shall reflect most recent single
Billing Period only and represent the true, correct and accurate account of work
performed during the Billing Period.
E. For an agreed contract amount identified as "Lump Sum", Not to Exceed" and
"Reimbursable" the CONSULTANT shall not exceed the fixed contractual
amount without written authorization in the form of a Contract Amendment.
CONSULTANT shall provide 45 days prior notice to the CITY in the event
contract fees may exceed the.fixed contract amount. CONSULTANT shall be
responsible for ensuring that such authorization is complete and executed by all
parties performing any work or submitting any invoices for work that exceeds the
fixed contract amount under any expense category.
F. Allowable Reimbursable Expenses
CONSULTANT shall identify and include in the proposal any anticipated
Reimbursable Expenses, and shall itemize Reimbursable Expenses by work
category. Reimbursable Expenses shall be invoiced AT COST without
subsequent markup by the CONSULTANT. All invoices containing a request for
1 Reimbursable Expenses shall include copies of the original expense receipts
itemized per the allowable category. Allowable Reimbursable Expenses include:
• Hard copy reproductions,copies and/or binding costs
• Postage
• Mileage, for travel from Consultant's local office (within a 25 mile radius)
to meetings at the City or job-site. Mileage shall be charged at the current
IRS rates.
• Travel expenses, mileage from local office to State or federal regulatory
agency office beyond 100 miles.
Design 3 of 7 D2 Revised 04/2019
• Lodging expenses, for destinations beyond 100 miles from the
Consultant's local office AND when business hours exceed eight hours
within one business day OR requires more than one eight hour day.
F.2. Disallowed Expenses
Disallowed Expenses include travel expenses for professional expertise traveling
into the greater Houston area from Consultant offices outside of the greater
Houston area.
SECTION IV-THE CITY'S RESPONSIBILITIES
A. The CITY shall designate a project manager during the term of this CONTRACT.
The project manager has the authority to administer this CONTRACT and shall
monitor compliance with all terms and conditions stated herein. All requests for
information from or a decision by the CITY on any aspect of the work shall be
directed to the project manager.
B. The CITY shall review submittals by the CONSULTANT and provide prompt
response to questions and rendering of decisions pertaining thereto, to minimize
delay in the progress of the CONSULTANT'S work. The CITY will keep the
CONSULTANT advised concerning the progress of the CITY'S review of the
work. The CONSULTANT agrees that the CITY'S inspection, review,
acceptance or approval of CONSULTANT'S work shall not relieve
CONSULTANT'S responsibility for errors or omissions of the CONSULTANT or
its sub-consultant(s) or in any way affect the CONSULTANT's status as an
independent contractor of the CITY.
TERMINATION
A. The CITY, at its sole discretion, may terminate this CONTRACT for any reason -
- with or without cause -- by delivering written notice to CONSULTANT
personally or by certified mail at 6513 West Little York Road, Houston, TX
77040. Immediately after receiving such written notice,the CONSULTANT shall
discontinue providing the services under this CONTRACT.
B. If this CONTRACT is terminated, CONSULTANT shall deliver to the CITY all
drawings, special provisions, field survey notes, reports,estimates and any and all
other documents or work product generated by the CONSULTANT under the
CONTRACT, entirely or partially completed, together with all unused materials
supplied by the CITY on or before the 15th day following termination of the
CONTRACT.
C. In the event of such termination, the CONSULTANT shall be paid for services
performed prior to receipt of the written notice of termination. The CITY shall
make final payment within sixty(60)days after the CONSULTANT has delivered
Design 4 of 7 D2 Revised 04/2019
to the CITY a detailed invoice for services rendered and the documents or work
product generated by the CONSULTANT under the CONTRACT.
D. If the remuneration scheduled under this contract is based upon a fixed fee or
definitely ascertainable sum, the portion of such sum payable shall be
proportionate to the percentage of services completed by the CONSULTANT
based upon the scope of work.
E. In the event this CONTRACT is terminated, the CITY shall have the option of
completing the work, or entering into a CONTRACT with another party for the
completion of the work.
F. If the CITY terminates this CONTRACT for cause and/or if the CONSULTANT
breaches any provision of this CONTRACT, then the CITY shall have all rights
and remedies in law and/or equity against CONSULTANT. Venue for any action
or dispute arising out of or relating to this CONTRACT shall be in Brazoria
County, Texas. The laws of the State of Texas shall govern the terms of this
CONTRACT. The prevailing party in the action shall be entitled to recover its
actual damages with interest, attorney's fees, costs and expenses incurred in
connection with the dispute and/or action. CONSULTANT and CITY desire an
expeditious means to resolve any disputes that may arise between under this
CONTRACT. To accomplish this, the parties agree to mediation as follows: If a
dispute arises out of or relates to this CONTRACT, or the breach thereof, and if
the dispute cannot be settled through negotiation, then the parties agree first to try
in good faith, and before pursuing any legal remedies, to settle the dispute by
mediation of a third party who will be selected by agreement of the parties.
SECTION VI—ENTIRE AGREEMENT
This CONTRACT represents the entire agreement between the CITY and the CONSULTANT
and supersedes all prior negotiations, representations, or contracts, either written or oral. This
CONTRACT may be amended only by written instrument signed by both parties.
SECTION VII—COVENANT AGAINST CONTINGENT FEES
The CONSULTANT affirms that he has not employed or retained any company or person, other
than a bona fide employee working for the CONSULTANT to solicit or secure this
CONTRACT, and that he has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage brokerage fee, gift, or any other
consideration, contingent upon or resulting from the award or making of the CONTRACT. For
breach or violation of this clause, the CITY may terminate this CONTRACT without liability,
and in its discretion, may deduct from the CONTRACT price or consideration, or otherwise
recover, the full amount of such fee, commission, percentage brokerage fee, gift, or contingent
fee that has been paid.
Design 5 of 7 D2 Revised 04/2019
4
SECTION VIII-SUCCESSORS AND ASSIGNS
This CONTRACT shall not be assignable except upon the written consent of the parties hereto.
SrAdi -/!NI
OF P'A'LAND,TEXAS DATE
CONSULTANT DATE
Mpt,vp Test fvj, ins.
Design 6 of 7 D2 Revised 04/2019
House Bill 89 Verification
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�P_O d� �• L, (Person name), the undersigned
representative (hereafter referred to as "Representative") of A-I ph res-1-1'.-\5, 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 do-s not include
an action made for ordinary business purposes.
4101 t//Q
SIGNATURE OF REPRES, NTA 'IVE
SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, on
this Z"-1`4' day ofIlAkf , 20 I ' .
','�. THU THUY THI NGUYEN
tii :$:::-Notary Public,State of Texas
•!"`►• "' Comm.Expires 03-13-2021
•6 ''';,°;,;``� Notary ID 129211655 ,14.c1 VtA
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Notary Public
Design 7 of 7 D2 Revised 04/2019
CMT COST ESTIMATE
Mykawa Lift Stations - Package 1 , 2, &
3
Peal-land,Texas
Cost Estimate No: 71003
ALPHA /A/ TESTING
WHERE IT ALL BEGINS
Environmental Geotechnical Construction Materials
enlr
ALPHA /V T E S T IGeotechnicalGeoternerian+l„ie,i,,1c 6513 West Little York Tel:713.360.0460
linrironmrRoad
Firm No.813 Houston,Teras 77040 %rcr:713.360.0481
WHERE IT ALL BEGINS rwe.a/phaleslirrgem
Revised:6/24/19 05/02/19
CITY OF PEARLAND
3523 Liberty Dr
Pearland,Tx 77581
Attention: Jaime Dino
jdino@pearlandtx.gov Construction Materials Testing
Services and Fees
MYKAWA LIFT STATIONS -PACKAGE 1, 2, &3
Pearland, Texas
Cost Estimate No: 71003-18-42H
We are pleased to submit the following cost estimate for performing Construction Materials Testing on the
project referenced above.
Thank you for the opportunity to submit this estimate. If this cost estimate is satisfactory, would you please
sign the white copy of the enclosed cost estimate acceptance sheet and return it to us. We will consider
receipt of a signed copy of this cost estimate as our official notice to proceed.
We look forward to working with you on this project. If there are any questions, please contact Heath
Helgeson at 713-360-0473, we are available to discuss any questions at your convenience.
Respectfully submitted,
ALPHA TESTING, INC.
Joseph Culley II, S.E.T.
CMT Department Manager
JC/HH Heath Helgeson
Attachments: Acceptance Sheet Senior CMT Estimator
General Terms and Conditions
1
Firm Profile
HISTORY
Alpha Testing, Inc. (Alpha), a Texas corporation established in 1983, provides full-service geotechnical
engineering, construction materials testing and inspection, and environmental services. Our goal since 1983
has been to be recognized as"First in Service"by our clients. Alpha is known for responsiveness, accurate
and reliable data collection, and consistent recommendations-all provided as agreed. Let the success of
your next project start with us!
Alpha is a registered Texas engineering firm (#813)and a Texas geoscience firm(#50341), meets the
requirements of ASTM E-329, is AASHTO R-18 accredited,and has engineers licensed in multiple states.
Alpha currently employs over 275 people.
Alpha recognizes that our client base faces challenges at every turn, either meeting a deadline, meeting a
budget, or overcoming a field or design challenge. It is our internal challenge to make your challenges ours.
Tell us what you need,we will take ownership, ask the needed questions,then be responsive in execution.
BUSINESS LOCATIONS
1.Dallas Office—Corporate
2209 Wisconsin St., Suite 100, Dallas, Texas 75229
(V) 972-620-8911 (F) 972-620-1302
Brian Powell, PE, President: bpowell@alphatesting.com
Ken Combs,Vice President: kcombs@alphatesting.com
2. Fort Worth Office
5058 Brush Creek Rd. Fort Worth, TX 76119
(V)817-496-5600(F)817-496-5608
•_ Tim Begole, CET, CMT Manager:tbegole@alphatesting.com
Brian Hoyt, PE, Geotechnical Manager: bhoyt@alphatesting.com
M
It 3.San Antonio Office
12766 O'Connor Rd. San Antonio, TX 78233
(V)210-249-2100(F)210-249-2101
Adam Heiman, PE, Geotechnical Dept. Manager: aheiman@alphatesting.com
Philip Johnson, PE, CMT Manager: pjohnson@alphatesting.com
4. Houston Office
6513 W. Little York Road, Houston,TX 77040
(V)713-360-0460 (F)713-360-0481
Lee Mitchell, PE, Senior Geotechnical Engineer: Imitchell@alphatesting.com
Joseph Culley, SET, CMT Manager:jculley@alphatesting.com
Quality Control
All testing equipment in Alpha's laboratories is calibrated on an annual basis using traceable standards
(NIST or NSTL). Calibrations are confirmed by CCRL and AASHTO on a bi-annual basis during third-party
inspections. Along with calibration of equipment,Alpha also maintains an internal QA/QC program to assure
consistent and reliable test results. This program pertains to methodologies for performing tests that have
been developed and expanded through years of experience.Alpha's Houston office is A2LA accredited and
a qualified to perform special inspections in the City of Houston.
PROJECT INFORMATION
It is our understanding that bore pits and 2 new lift stations are to be constructed in Pearland, Texas.
Concrete paving is also planned for the proposed structures. We understand that sanitary sewers will be
installed at the proposed development. In this cost estimate,we are providing our estimate of the testing
anticipated based on our understanding of the project information provided in the contract
documents: civil plans dated: 4/7/2019.
SITE PREPARATION, FILLING, BACKFILLING
Based on our understanding of the information provided for this project, field density testing is required on
the sub-grade and fill materials placed. It is estimated that an engineering technician could be required on-
site for about 192 hours to perform approximately 7 field density tests. In addition, the technician could
obtain approximately 19 soil samples for laboratory proctor analysis.
UTILITIES
Based on our understanding of the information provided, field density testing is required on the backfill
material placed. We have estimated that approximately 9,710 linear feet of sanitary sewer lines would be
placed. We have estimated that our engineering technician could be required on-site for approximately 438
hours to perform approximately 1,725 field density tests. In addition the technician could obtain
approximately 4 soil samples for laboratory proctor analysis.
CONCRETE TESTING
Based on information provided, it is our understanding, approximately 1,500 cubic yards of concrete will be
placed. It is estimated that an engineering technician could be required on-site for an estimated 75 hours to
mold approximately 60 test cylinders.
SCOPE OF SERVICES
SITE PREPARATION, FILLING, BACKFILLING
Bore Pit Back Fill: 1 FDT every 2,500 square feet and 6 inch lift
Paving: 1 FDT each 5,000 square feet and 6 inch lift
Atterberg Limit Test: 1 sample to be obtained every 10,000 square feet per 6 inch lift
All areas supporting slab foundations, flatwork, pavement or areas to receive new fill should be properly
proofrolled, compacted and tested.
UTILITIES
Trench backfill: 1 density test for every 100 linear feet each 6 inch lift.
Trench backfill for utilities should be properly placed and compacted in accordance with requirements of local
City standards
CONCRETE TESTING
Slab: 1 set of 4 test cylinders every 100 cubic yards.
Paving: 1 set of 4 test cylinders every 100 cubic yards.
ESTIMATED TESTING SCHEDULE
The following is our estimate of the number, type and cost of anticipated construction materials testing for the
project referenced previously. This estimate of the expected testing was developed based on project plans
and information as provided by the client. It should be recognized that variations in construction schedules,
weather, amount of re-testing, additional testing requested by our client, etc., could result in differences
between the actual and estimated testing costs. Although efforts will be made to maintain the testing costs
within the estimated amount, charges will be computed based on actual services rendered.
Testing services proposed herein do not include full-time personnel on-site nor any form of project
supervision. It is our understanding that testing will be scheduled by the client or his designated
representative, and ALPHA TESTING, INC. does not assume the responsibility for assuring all required
tests are performed. If desired, ALPHA could monitor testing frequencies and locations during the progress
of the work to assure the required testing is performed, at an additional cost.
I. Site Preparation, Filling, Back Filling
Description Est. Qty Unit Rate Est.Total
Density Testing /Hour 160.00 $42.00 $6,720.00
Density Testing (ot)/Hour 32.00 $63.00 $2,016.00
Proof Rolling Observation/Hour 9.00 $42.00 $378.00
Material Pickup/Hour 4.00 $42.00 $168.00
Nuclear Density Gauge/Trip 22.00 $60.00 $1,320.00
Proctor#/Each 19.00 $185.00 $3,515.00
Atterberg Limit Test/Each 19.00 $65.00 $1,235.00
-200 Sieve/Each 19.00 $65.00 $1,235.00
Compressive Strength of Stabilized Sand/Each 2.00 $200.00 $400.00
Vehicle Trip Charge/Trip 23.00 $60.00 $1,380.00
Engineering Report Review/Hour 4.00 $95.00 $380.00
Subtotal $18.747.00
II. Utilities
Description Est.Qty Unit Rate Est.Total
Density Testing/Hour 392.00 $42.00 $16,464.00
Density Testing (ot)/Hour 46.00 $63.00 $2,898.00
Material Pickup/Hour 4.00 $42.00 $168.00
Nuclear Density Gauge/Trip 49.00 $60.00 $2,940.00
Proctor#/Each 4.00 $185.00 $740.00
Atterberg Limit Test/Each 4.00 $65.00 $260.00
-200 Sieve/Each 4.00 $65.00 $260.00
Compressive Strength of Stabilized Sand/Each 2.00 $200.00 $400.00
Vehicle Trip Charge/Trip 50.00 $60.00 $3,000.00
Engineering Report Review/Hour 8.00 $95.00 $760.00
Subtotal S27.890.00
X
Ill. Concrete Testing
Description Est.Qty Unit Rate Est. Total
Concrete-Testing/Hour 75.00 $42.00 $3,150.00
Concrete-Testing (ot)/Hour 9.00 $63.00 $567.00
Reinforcing Steel Observation/Hour 7.00 $42.00 $294.00
Cylinder Pickup/Hour 4.00 $42.00 $168.00
Concrete Comp. Test/Each 60.00 $16.00 $960.00
Vehicle Trip Charge/Trip 16.00 $60.00 $960.00
Engineering Report Review/Hour 3.00 $95.00 $285.00
Subtotal $6,384.00
Grand Total: $53,000.00
*Should ALPHA TESTING, INC. be awarded the testing for the above referenced project, it is requested that
a complete set of approved plans and specifications be forwarded to this office along with the signed
authorization to proceed.
CMT
ACCEPTANCE FORM
Date: July 16, 2019 Alpha Cost Estimate No: 71003-18-42H
MYKAWA LIFT STATIONS -
Project Name: PACKAGE 1, 2, &3 CMT Estimate $53,000.00
Project City: Pearland, Texas
*Highlighted Areas Must Be Filled Out*
CLIENT: ATTN:
ADDRESS: EMAIL:
CITY/STATE/ZIP: PHONE/FAX:
OWNER OF PROPERTY:
ADDRESS: CITY/STATE/ZIP:
PROJECT LEGAL DESCRIPTION:
PROJECT COUNTY:
The undersigned hereby accepts all the Terms and Conditions set forth in this cost estimate and warrants
that he/she has full authority to bind the Client. Payment Terms: Net Within 30 days in Houston, Texas.
No reports will be issued until we have a signed contract, purchase order or Letter of Authorization to
proceed in our office. Signed contract, purchase order or Letter of Authorization to proceed must be received
within 3 days of commencement of services or work stoppage will commence on the 4th day and continue
until signed authorization is received in our office.
For projects with new clients under$1,000.00, written authorization must be received prior to the start of work
and payments must be received before any reports are issued. Service for welding certifications and
ferroscan work must be paid prior to work or upon arrival to the site to perform the work.
Cost Estimate ACCEPTED BY:
Signature Title Date
Accounts Payable Contact:
Name: Phone: Email:
Please indicate in the space provided authorized field personnel,along with pager or mobile numbers,who
may sign our Field Technicians time ticket upon completion of our daily
work:
If no names are provided it will be understood no authorized field representative signature is required.
REPORTS WILL BE PROVIDED TO THE CLIENT VIA THE INTERNET
Please provide a personal password for this project(up to 15 characters): Please
provide a valid email address: .You will be contacted by email and given your
Project ID number to use for login access to the Alpha website, www.alphatesting.com,to retrieve your
reports. You can directly print any individual report or all reports within a range of dates you specify.
REPORT DISTRIBUTION
Firm Contact Name Email
#1 . REMARKS
rvces and fees not listed above will be quoted on request.
Invoices will be submitted monthly for services performed. Payment will be due in Houston within thirty(30)
days of receipt of invoice. Interest will be added to delinquent accounts at a rate of 1.5 percent for each
month of delinquency.
Payment of the invoice is not contingent on Client's agreement or acceptance of ALPHA's test result or
findings. If CLIENT objects to any portion of an invoice or report, it shall notify ALPHA in writing within ten
(10)days from the date of actual receipt of the invoice of the amount and nature of the dispute, and shall
timely pay undisputed portions of the invoice.
The above unit prices are applicable for one year from the date of this letter and are subject to change
without notice thereafter.
Next day results for Standard Proctor Tests will be charged at 1.5 times the standard unit prices.
The prices above include electronic copies of the report distributed in accordance with client's instructions.
Additional physical copies will be billed at a rate of$.25 per sheet.
All field services are charged portal-to-portal, minimum charge of 4 hours per trip applies to all field work.
All reports are available on line.
Dispatch schedule hours are Monday-Friday from 7:00 am to 5:00 pm.The dispatcher telephone
number is 713-360-0462.All calls made after 5:00 pm, Monday-Friday will be recorded on voice mail
and addressed by 7:00 am the next working day. Please make sure to schedule work in a timely
manner(a minimum of 24 hours in advance) if you want ALPHA to guarantee a technician on site at
the desired time.
Cancellations will be invoiced for portal to portal times as well as time spent on site awaiting determination of
cancellation.When field density testing is the scheduled work,the client will also be invoiced for a minimum
half day gauge charge.
Services performed outside a 40 mile radius of this area will be charged mileage of$.55 a mile.
Overtime rates will be applicable for services performed in excess of 8 hours per day and on Saturdays and
Sundays. Services performed on holidays will be billed at 2.0 times the regular hourly rate.
Waiver of Subrogation- If a Waiver of Subrogation is required by your company,there will be a fee applied to
your first invoice. The fee will be a minimum of$300.00 charge or 1%of contract price plus$50.00,which
ever is greater.
ALPHA TESTING, INC. provides no warranty, either expressed or implied,that the testing provided under
this contract satisfies all requirements of the plans and specifications for the project, applicable City
specifications or other governing bodies that may have jurisdiction over the project.
No reports will be issued until we have a signed contract, purchase order or Letter of Authorization to
proceed in our office. Signed contract, purchase order or Letter of Authorization to proceed must be
received within 3 days of commencement of services or work stoppage will commence on the 4th day and
continue until signed authorization is received in our office.
For projects with new clients under$1,000.00 written authorization must be received prior to the start of work
and payments must be received before any reports are issued. Service for welding certifications and
ferroscan work must be paid prior to work or upon arrival to site to perform the work.
PLEASE NOTE: In keeping OSHA Safety regulation, ALPHA TESTING, INC. employees will not enter a
trench to test that is not in compliance with current OSHA regulations. Delays or cancellations caused by
waiting for trench(s)to be brought into compliance will be invoiced on an hourly basis.
"EXHIBIT A"
Terms and Conditions
Secrtion 1: The Agreement
The Agreement between the parties,which shall describe and govern CLIENT's engagement of
ALPHA TESTING, INC.("ALPHA")to provide only the services("Services") in connection with the
project("Project")which are specifically identified and agreed to in the proposal("Proposal"),
consists of the Proposal,these General Terms and Conditions("Terms"), ALPHA's fee schedule, and
any exhibits or attachments referenced in any of these documents.Together these elements
constitute the entire agreement between the parties, superseding any and all prior negotiations,
correspondence, or agreements,either written or oral, with respect to the subject matter of this
engagement.This Agreement may only be modified by mutual signed,written agreement. In the event
of a conflict between these Terms and the Proposal or exhibits, the following order of precedence
shall prevail: (i)These Terms, (ii)the Proposal, and (iii) any exhibits or attachments referenced in the
Section 2: Standard of Care
The Services shall be performed in a manner consistent with the level of care and skill ordinarily exercised by
members of ALPHA's profession currently practicing under similar conditions and in the same locality as the
Project.. Interpretations and recommendations by ALPHA will be based solely on information discovered by,
or made available to, ALPHA during the course of the engagement. In connection with such information,
CLIENT recognizes that subsurface conditions across the site may vary from those observed at test
locations, including but not limited to locations where density tests and concrete tests, borings, surveys, or
explorations are made, and that site conditions may change over time, and as such, CLIENT shall be solely
responsible for determining the locations and scope of testing related to the subsurface exploratory program
and assumes all risks related thereto. ALPHA shall not be responsible for the use or interpretation of such
information by non-parties to this Agreement nor shall ALPHA be responsible for changed site conditions or
for subsurface conditions at locations where testing, borings, surveys, or explorations are not made. If Client
provides ALPHA's report to any third Party, Client shall make such third party aware of this limitation of
liability, and shall defend, indemnify, and hold ALPHA harmless from any action against ALPHA by such third
party.
ALPHA MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING
THE SERVICES,AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES; INCLUDING, BUT NOT
LIMITED TO,THE IMPLIED WARRANTIES OF GOOD AND WORKMANLIKE PERFORMANCE AND OF
FITNESS FOR A PARTICULAR PURPOSE.
'�n 3: Site Access and Conditions
r CLIENT shall grant to,or obtain for, ALPHA unimpeded access to the Project site for all equipment
and personnel necessary for the performance of the Services, and access necessary for ALPHA's
personnel to photograph the Project site.As required to effectuate such access, CLIENT shall notify
all owners, lessees, contractors, subcontractors, and other possessors of the Project site that ALPHA
must be allowed free access to the site. CLIENT understands that, in the normal course of performing
the Services, some damage, including but not limited to injury to vegetation, rutting, and cracking of
concrete, may occur as a result of ALPHA's performance of the Services, and further agrees that
ALPHA is not responsible for the correction of any such damage caused by ALPHA unless otherwise
specified in the Proposal. CLIENT is solely responsible for the accuracy of locations for all
subterranean structures and utilities,and CLIENT waives any claim against ALPHA,and shall defend
(with counsel acceptable to ALPHA), indemnify, and hold ALPHA harmless from any claim or liability
for injury, damages, or loss by any party, including costs of defense and attorneys'fees, arising from
damage caused as a result of subterranean structures and utilities not being properly identified or
accurately located by CLIENT. In addition, and without limiting the foregoing, CLIENT shall
compensate ALPHA for any consequential damages resulting from any such claim, including without
limitation time spent or expenses incurred by ALPHA in defense of any such claim,with such
compensation to be based upon ALPHA's prevailing fee schedule and expense reimbursement policy.
Section 4: CLIENT's Responsibility and Project Understanding
CLIENT shall provide or otherwise make available to ALPHA all information in its possession or
subject to its control regarding existing and proposed conditions at the site.Such information shall
include, but not be limited to, plot plans,topographic surveys, hydrographic data, and previous soil
data, including borings,field and laboratory tests,written reports,drawings, plans and specifications.
CLIENT shall immediately, but in no event later than twenty-four(24) hours after its receipt,transmit
to ALPHA any new information concerning site conditions that becomes available, and any change in
plans or specifications concerning the Project to the extent such information may affect ALPHA's
performance of the Services. CLIENT shall, upon 24 hours oral or written notice, provide a
representative at the job site to supervise and coordinate the Services.
Additional responsibilities of the CLIENT include: review of ALPHA's work for overall coordination with the
work of other consultants, including any architects and engineers;with reasonable promptness, but in no
event later than 48 hours, provide all available information regarding requirements for ALPHA's work; upon
request by ALPHA, the CLIENT shall furnish the services of other reasonably required consultants, including
surveys,testing laboratory, etc.; prepare and assemble specifications for the General Conditions and
Supplementary Conditions and all architectural components of the project, and coordinate assembly of
ALPHA's specification sections into a proper format; notify ALPHA immediately if the Client, any architect, or
any engineer becomes aware of any item or condition which in directly, or indirectly, may affect the
performance of Alpha's work and any fault or claimed deficiency with ALPHA's work, or nonconformance with
the Contract Documents and provide ALPHA a reasonable opportunity to cure any such deficiency or
nonconformance; confer with ALPHA before issuing interpretations or clarifications of the documents
prepared by ALPHA;forward to ALPHA for review and recommendation all construction phase submittals
that pertain to ALPHA's work; and advise ALPHA of the identity and scope of services of other consultants
participating in the Project. Client shall be solely responsible for coordinating the services of its consultants
with the services of ALPHA.
SCOPE OF SERVICES
SITE PREPARATION, FILLING, BACKFILLING
Bore Pit Back Fill: 1 FDT every 2,500 square feet and 6 inch lift
Paving: 1 FDT each 5,000 square feet and 6 inch lift
Atterberg Limit Test: 1 sample to be obtained every 10,000 square feet per 6 inch lift
All areas supporting slab foundations,flatwork, pavement or areas to receive new fill should be properly
proofrolled, compacted and tested.
UTILITIES
Trench backfill: 1 density test for every 100 linear feet each 6 inch lift.
Trench backfill for utilities should be properly placed and compacted in accordance with requirements of local
City standards
CONCRETE TESTING
Slab: 1 set of 4 test cylinders every 100 cubic yards.
Paving: 1 set of 4 test cylinders every 100 cubic yards.
Nli.
ESTIMATED TESTING SCHEDULE
The following is our estimate of the number,type and cost of anticipated construction materials testing for the
project referenced previously. This estimate of the expected testing was developed based on project plans
and information as provided by the client. It should be recognized that variations in construction schedules,
weather, amount of re-testing, additional testing requested by our client, etc., could result in differences
between the actual and estimated testing costs. Although efforts will be made to maintain the testing costs
within the estimated amount,charges will be computed based on actual services rendered.
Testing services proposed herein do not include full-time personnel on-site nor any form of project
supervision. It is our understanding that testing will be scheduled by the client or his designated
representative, and ALPHA TESTING, INC. does not assume the responsibility for assuring all required
tests are performed. If desired, ALPHA could monitor testing frequencies and locations during the progress
of the work to assure the required testing is performed,at an additional cost.
I.Site Preparation,Filling, Back Filling
Description Est.Qty Unit Rate Est.Total
Density Testing/Hour 160.00 $42.00 $6,720.00
Density Testing (ot)/Hour 32.00 $63.00 $2,016.00
Proof Rolling Observation/Hour 9.00 $42.00 $378.00
Material Pickup/Hour 4.00 $42.00 $168.00
Nuclear Density Gauge/Trip 22.00 $60.00 $1,320.00
Proctor#/Each 19.00 $185.00 $3,515.00
Atterberg Limit Test/Each 19.00 $65.00 $1,235.00
-200 Sieve/Each 19.00 $65.00 $1,235.00
Compressive Strength of Stabilized Sand/Each 2.00 $200.00 $400.00
Vehicle Trip Charge/Trip 23.00 $60.00 $1,380.00
Engineering Report Review/Hour 4.00 $95.00 $380.00
Subtotal $18,747.00
II. Utilities
Description Est.Qty Unit Rate Est.Total
Density Testing/Hour 392.00 $42.00 $16,464.00
Density Testing (ot)/Hour 46.00 $63.00 $2,898.00
Material Pickup/Hour 4.00 $42.00 $168.00
Nuclear Density Gauge/Trip 49.00 $60.00 $2,940.00
Proctor#/Each 4.00 $185.00 $740.00
Atterberg Limit Test/Each 4.00 $65.00 $260.00
-200 Sieve/Each 4.00 $65.00 $260.00
Compressive Strength of Stabilized Sand/Each 2.00 $200.00 $400.00
Vehicle Trip Charge/Trip 50.00 $60.00 $3,000.00
Engineering Report Review/Hour 8.00 $95.00 $760.00
Subtotal $27,890.00
III.Concrete Testing
Description Est.Qty Unit Rate Est.Total
Concrete-Testing/Hour 75.00 $42.00 $3,150.00
Concrete-Testing(ot)/Hour 9.00 $63.00 $567.00
Reinforcing Steel Observation/Hour 7.00 $42.00 $294.00
Cylinder Pickup/Hour 4.00 $42.00 $168.00
Concrete Comp.Test/Each 60.00 $16.00 $960.00
Vehicle Trip Charge/Trip 16.00 $60.00 $960.00
Engineering Report Review/Hour 3.00 $95.00 $285.00
Subtotal $6,384.00
Grand Total: $53,000.00
*Should ALPHA TESTING, INC. be awarded the testing for the above referenced project, it is requested that
a complete set of approved plans and specifications be forwarded to this office along with the signed
authorization to proceed.
CMT
ACCEPTANCE FORM
Date: June 24, 2019 Alpha Cost Estimate No: 71003-18-42H
MYKAWA LIFT STATIONS-
Project Name: PACKAGE 1, 2, &3 CMT Estimate $53,000.00
Project City: Pearland,Texas
*Highlighted Areas Must Be Filled Out*
CLIENT: ATTN:
ADDRESS: EMAIL:
CITY/STATE/ZIP: PHONE/FAX:
OWNER OF PROPERTY:
ADDRESS: CITY/STATE/ZIP:
PROJECT LEGAL DESCRIPTION:
PROJECT COUNTY:
The undersigned hereby accepts all the Terms and Conditions set forth in this cost estimate and warrants
that he/she has full authority to bind the Client. Payment Terms: Net Within 30 days in Houston, Texas.
No reports will be issued until we have a signed contract, purchase order or Letter of Authorization to
proceed in our office. Signed contract, purchase order or Letter of Authorization to proceed must be received
within 3 days of commencement of services or work stoppage will commence on the 4th day and continue
until signed authorization is received in our office.
For projects with new clients under$1,000.00,written authorization must be received prior to the start of work
and payments must be received before any reports are issued. Service for welding certifications and
ferroscan work must be paid prior to work or upon arrival to the site to perform the work.
Cost Estimate ACCEPTED BY:
Signature Title Date
Accounts Payable Contact:
Name: Phone: Email:
Please indicate in the space provided authorized field personnel, along with pager or mobile numbers,who
may sign our Field Technicians time ticket upon completion of our daily
work:
If no names are provided it will be understood no authorized field representative signature is required.
REPORTS WILL BE PROVIDED TO THE CLIENT VIA THE INTERNET
Please provide a personal password for this project(up to 15 characters): Please
provide a valid email address: . You will be contacted by email and given your
Project ID number to use for login access to the Alpha website,www.alphatesting.com,to retrieve your
reports. You can directly print any individual report or all reports within a range of dates you specify.
REPORT DISTRIBUTION
Firm Contact Name Email
REMARKS
Services and fees not listed above will be quoted on request.
Invoices will be submitted monthly for services performed. Payment will be due in Houston within thirty (30)
days of receipt of invoice. Interest will be added to delinquent accounts at a rate of 1.5 percent for each
month of delinquency.
Payment of the invoice is not contingent on Client's agreement or acceptance of ALPHA's test result or
findings. If CLIENT objects to any portion of an invoice or report, it shall notify ALPHA in writing within ten
(10) days from the date of actual receipt of the invoice of the amount and nature of the dispute, and shall
timely pay undisputed portions of the invoice.
The above unit prices are applicable for one year from the date of this letter and are subject to change
without notice thereafter.
Next day results for Standard Proctor Tests will be charged at 1.5 times the standard unit prices.
The prices above include electronic copies of the report distributed in accordance with client's instructions.
Additional physical copies will be billed at a rate of$.25 per sheet.
All field services are charged portal-to-portal, minimum charge of 4 hours per trip applies to all field work.
All reports are available on line.
Dispatch schedule hours are Monday-Friday from 7:00 am to 5:00 pm. The dispatcher telephone
number is 713-360-0462.All calls made after 5:00 pm, Monday-Friday will be recorded on voice mail
and addressed by 7:00 am the next working day. Please make sure to schedule work in a timely
manner(a minimum of 24 hours in advance) if you want ALPHA to guarantee a technician on site at
the desired time.
Cancellations will be invoiced for portal to portal times as well as time spent on site awaiting determination of
cancellation.When field density testing is the scheduled work, the client will also be invoiced for a minimum
half day gauge charge.
Services performed outside a 40 mile radius of this area will be charged mileage of$.55 a mile.
Overtime rates will be applicable for services performed in excess of 8 hours per day and on Saturdays and
Sundays. Services performed on holidays will be billed at 2.0 times the regular hourly rate.
Waiver of Subrogation- If a Waiver of Subrogation is required by your company, there will be a fee applied to
your first invoice.The fee will be a minimum of$300.00 charge or 1%of contract price plus$50.00,which
ever is greater.
ALPHA TESTING, INC. provides no warranty,either expressed or implied, that the testing provided under
this contract satisfies all requirements of the plans and specifications for the project, applicable City
specifications or other governing bodies that may have jurisdiction over the project.
No reports will be issued until we have a signed contract, purchase order or Letter of Authorization to
proceed in our office. Signed contract, purchase order or Letter of Authorization to proceed must be
received within 3 days of commencement of services or work stoppage will commence on the 4th day and
continue until signed authorization is received in our office.
For projects with new clients under$1,000.00 written authorization must be received prior to the start of work
and payments must be received before any reports are issued. Service for welding certifications and
ferroscan work must be paid prior to work or upon arrival to site to perform the work.
PLEASE NOTE: In keeping OSHA Safety regulation, ALPHA TESTING, INC. employees will not enter a
trench to test that is not in compliance with current OSHA regulations. Delays or cancellations caused by
waiting for trench(s)to be brought into compliance will be invoiced on an hourly basis.
"EXHIBIT A"
Terms and Conditions
Secrtion 1: The Agreement
The Agreement between the parties,which shall describe and govern CLIENT's engagement of
ALPHA TESTING, INC. ("ALPHA")to provide only the services ("Services") in connection with the
project("Project")which are specifically identified and agreed to in the proposal ("Proposal"),
consists of the Proposal,these General Terms and Conditions ("Terms"),ALPHA's fee schedule, and
any exhibits or attachments referenced in any of these documents.Together these elements
constitute the entire agreement between the parties,superseding any and all prior negotiations,
correspondence,or agreements,either written or oral,with respect to the subject matter of this
engagement. This Agreement may only be modified by mutual signed,written agreement. In the event
of a conflict between these Terms and the Proposal or exhibits,the following order of precedence
shall prevail: (i)These Terms, (ii)the Proposal,and (iii)any exhibits or attachments referenced in the
Section 2: Standard of Care
The Services shall be performed in a manner consistent with the level of care and skill ordinarily exercised by
members of ALPHA's profession currently practicing under similar conditions and in the same locality as the
Project.. Interpretations and recommendations by ALPHA will be based solely on information discovered by,
or made available to, ALPHA during the course of the engagement. In connection with such information,
CLIENT recognizes that subsurface conditions across the site may vary from those observed at test
locations, including but not limited to locations where density tests and concrete tests, borings, surveys, or
explorations are made, and that site conditions may change over time, and as such, CLIENT shall be solely
responsible for determining the locations and scope of testing related to the subsurface exploratory program
and assumes all risks related thereto. ALPHA shall not be responsible for the use or interpretation of such
information by non-parties to this Agreement nor shall ALPHA be responsible for changed site conditions or
for subsurface conditions at locations where testing, borings, surveys,or explorations are not made. If Client
provides ALPHA's report to any third Party, Client shall make such third party aware of this limitation of
liability, and shall defend, indemnify, and hold ALPHA harmless from any action against ALPHA by such third
party.
ALPHA MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING
THE SERVICES,AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES; INCLUDING, BUT NOT
LIMITED TO,THE IMPLIED WARRANTIES OF GOOD AND WORKMANLIKE PERFORMANCE AND OF
FITNESS FOR A PARTICULAR PURPOSE.
n 3: Site Access and Conditions
liNkg
CLIENT shall grant to, or obtain for,ALPHA unimpeded access to the Project site for all equipment
and personnel necessary for the performance of the Services,and access necessary for ALPHA's
personnel to photograph the Project site.As required to effectuate such access, CLIENT shall notify
all owners, lessees, contractors,subcontractors,and other possessors of the Project site that ALPHA
must be allowed free access to the site. CLIENT understands that, in the normal course of performing
the Services,some damage, including but not limited to injury to vegetation, rutting, and cracking of
concrete,may occur as a result of ALPHA's performance of the Services, and further agrees that
ALPHA is not responsible for the correction of any such damage caused by ALPHA unless otherwise
specified in the Proposal. CLIENT is solely responsible for the accuracy of locations for all
subterranean structures and utilities,and CLIENT waives any claim against ALPHA,and shall defend
(with counsel acceptable to ALPHA), indemnify,and hold ALPHA harmless from any claim or liability
for injury,damages,or loss by any party, including costs of defense and attorneys' fees, arising from
damage caused as a result of subterranean structures and utilities not being properly identified or
accurately located by CLIENT. In addition,and without limiting the foregoing, CLIENT shall
compensate ALPHA for any consequential damages resulting from any such claim, including without
limitation time spent or expenses incurred by ALPHA in defense of any such claim,with such
compensation to be based upon ALPHA's prevailing fee schedule and expense reimbursement policy.
Section 4: CLIENT's Responsibility and Project Understanding
CLIENT shall provide or otherwise make available to ALPHA all information in its possession or
subject to its control regarding existing and proposed conditions at the site.Such information shall
include, but not be limited to, plot plans,topographic surveys, hydrographic data, and previous soil
data, including borings,field and laboratory tests,written reports, drawings, plans and specifications.
CLIENT shall immediately, but in no event later than twenty-four(24) hours after its receipt,transmit
to ALPHA any new information concerning site conditions that becomes available, and any change in
plans or specifications concerning the Project to the extent such information may affect ALPHA's
performance of the Services. CLIENT shall, upon 24 hours oral or written notice, provide a
representative at the job site to supervise and coordinate the Services.
Additional responsibilities of the CLIENT include: review of ALPHA's work for overall coordination with the
work of other consultants, including any architects and engineers;with reasonable promptness, but in no
event later than 48 hours, provide all available information regarding requirements for ALPHA's work; upon
request by ALPHA, the CLIENT shall furnish the services of other reasonably required consultants, including
surveys, testing laboratory, etc.; prepare and assemble specifications for the General Conditions and
Supplementary Conditions and all architectural components of the project, and coordinate assembly of
ALPHA's specification sections into a proper format; notify ALPHA immediately if the Client, any architect, or
any engineer becomes aware of any item or condition which in directly, or indirectly, may affect the
performance of Alpha's work and any fault or claimed deficiency with ALPHA's work,or nonconformance with
the Contract Documents and provide ALPHA a reasonable opportunity to cure any such deficiency or
nonconformance; confer with ALPHA before issuing interpretations or clarifications of the documents
prepared by ALPHA; forward to ALPHA for review and recommendation all construction phase submittals
that pertain to ALPHA's work; and advise ALPHA of the identity and scope of services of other consultants
participating in the Project. Client shall be solely responsible for coordinating the services of its consultants
with the services of ALPHA.
A shall not be liable for any incomplete or inaccurate information furnished by CLIENT or
/
ages caused by CLIENT's failure to strictly adhere to the recommendations of ALPHA contained
PH
counsel acceptable to ALPHA) indemnify and hold ALPHA harmless against any claims, demands or
liability, including costs of defense and attorneys'fees,arising out of,related to,or contributed to by
such incomplete or inaccurate information or failure to follow the recommendations of ALPHA.
CLIENT waives any claim it might have against ALPHA for damages arising out its failure to timely
provide accurate information or its failure to timely provide new,changed,or additional information,
as set forth in the preceding paragraph,and further agrees to indemnify and hold harmless ALPHA
from any claim or liability resulting from CLIENT's failure to timely provide such new,changed, or
additional information.
Section 5: Project Change
In the event CLIENT,the Project owner,Architect, Structural/Civil Engineer or other party makes any
changes in the initial information provided by the client, including, but not limited to the size and
location of the planned improvements, or makes any changes or alterations to any plans andlor
specifications provided to ALPHA, CLIENT agrees to defend and hold ALPHA harmless from any
liability arising out of such changes,and CLIENT assumes full responsibility for any claims,damages
or liabilities arising out of or related to such changes unless CLIENT has given ALPHA prior written
notice of such changes and has received from ALPHA written consent for such changes.
Section 6: Confidentiality
All data,forms,software, or any other materials developed by ALPHA pursuant to the performance of
Services under this Agreement, or supplied to or obtained by ALPHA from CLIENT, or generated by
ALPHA or its subcontractors is confidential (the"Confidential Material")and will be afforded
Confidential Treatment by ALPHA, its employees,agents, affiliates,and subcontractors. Proprietary
concepts and systems of ALPHA,and ideas developed by ALPHA during the performance of the
Services shall remain the sole property of ALPHA("Alpha Intellectual Property").Confidential
Treatment includes the following: (i)The Confidential Material will be available only to employees of
ALPHA; and (ii) Confidential Material will not be disclosed to any third party without the prior
authorization of CLIENT. Upon completion of the Services or other termination of this Agreement, any
Confidential Material retained by ALPHA not previously provided to third parties pursuant to Client
authorization shall be retained by ALPHA for a period of at least 60 days, during which time period,
such Confidential Material will be returned to CLIENT upon request by CLIENT.After this time period,
ALPHA shall have the right, but not the obligation,to destroy such Confidential Material,thus
terminating its confidentiality obligations. If Confidential Material is retained by ALPHA past such time
period,the obligations stated in this Section 5 shall survive until the earliest of the following occur: (i)
Confidential Material has become available to the general public through no fault of ALPHA; or(ii)
Confidential Material is received by ALPHA from others who are in lawful possession of such and
who by such disclosure are not breaching any obligation to CLIENT.
i
ction Sampl
pies7:of soil, rockeDisposal water,waste or other materials contaminated by hazardous substances,
ing asbestos, obtained from the Project site are and remain the property of the CLIENT.ALPHA
shall retain such samples for no longer than fourteen (14)calendar days after the issuance of any
document that includes the data obtained from them, unless other arrangements are mutually agreed
upon in writing. It is CLIENT's responsibility to select and arrange for lawful disposal procedures that
encompass removing the contaminated samples from ALPHA's custody and transporting them to a
suitable disposal site.Accordingly, unless CLIENT indicates otherwise,within the fourteen (14) day
period referenced above, CLIENT hereby instructs ALPHA to make arrangements on behalf of CLIENT
and at CLIENT's sole cost and expense,for proper transportation and disposal of contaminated
samples with appropriate licensed parties. Due to the risks to which ALPHA may be exposed during
transportation and disposal of contaminated samples,CLIENT waives any claim against ALPHA,and
shall defend, indemnify, and hold ALPHA harmless from any claim or liability for injury or loss,
including costs of defense and attorneys'fees, arising out of or related to from ALPHA's service in
arranging for proper transportation and disposal of contaminated samples on behalf of CLIENT.There
are extra costs involved in this disposal by ALPHA of samples contaminated with highly toxic and/or
hazardous substances (i.e. PCBs, Dioxins, Cyanide, Pesticides,etc.). In this case, the CLIENT shall
pre-pay all transportation and disposal costs or ALPHA will return the samples to the project site for
proper disposal by the Client.
Section 8: Construction Observations
ALPHA shall have no authority, duty or responsibility to reject or terminate the work of any agent or
contractor of CLIENT. No action,statements,or communications of ALPHA, or ALPHA's site
representative, may be construed as modifying any agreement between CLIENT and others.ALPHA's
presence on the Project site in no way guarantees the completion or quality of the performance of the
work of any party retained by CLIENT to provide construction related services. Neither the
professional activities of ALPHA, nor the presence of ALPHA or its employees, representatives, or
subcontractors on the Project Site,shall be construed to impose upon ALPHA any responsibility for
methods or quality of work performance, sequencing of construction, or safety conditions at the
Project site. In that regard,CLIENT acknowledges that ALPHA shall not be responsible for the means,
methods,techniques or sequences of construction as these are the sole responsibility of the
contractor. CLIENT further acknowledges that CLIENT or its general contractor is solely responsible
for job site safety, and warrants and agrees that such responsibility shall be made evident in the
Project owner's agreement with the general contractor. CLIENT shall make ALPHA an additional
insured under any general contractor's general liability insurance policy.
Section 9: Ownership of Documents
All reports, boring logs, field data,field notes, laboratory test data,calculations, estimates and other
documents prepared by ALPHA in connection with this engagement,shall remain the property of
ALPHA. CLIENT agrees that all reports and other material(s)furnished by ALPHA to CLIENT, or to
CLIENT's agents,for which CLIENT has not paid will be returned to ALPHA upon demand and will not
be used by CLIENT or others for any purpose whatsoever. Unless otherwise required by law,ALPHA
will retain all pertinent records relating to the Services performed for a period not exceeding five
years following submission of any report, as referred to herein,during which period the records will
be made available to CLIENT at a reasonable and mutually convenient time. After such five year
period,ALPHA shall have the right, but not the obligation,to, in its sole discretion, destroy any or all
of such documents.
' tion 10: Termination
greement may be terminated by ALPHA without cause upon ten (10) days' written notice by the
terminating party. This Agreement may also be terminated for cause by the non-defaulting party if,
after seven (7)days after written notice of a default in the performance of any material provision of
this Agreement,the defaulting party fails to cure or correct such default. In the event of termination,
ALPHA will be paid for services performed through the effective date of termination, plus reasonable
termination expenses, including the cost of completing analysis, records,and reports necessary to
document job status at the time of termination.
Section 11: RISK ALLOCATION AND LIMITATION OF LIABILITY
The parties acknowledge that a variety of risks potentially affect ALPHA by virtue of entering into an
agreement to perform the Services.The parties further acknowledge and agree that there is no
disparity in bargaining power between the parties. IN ORDER FOR CLIENT TO OBTAIN THE BENEFIT
OF A LOWER FEE THAN WOULD OTHERWISE BE AVAILABLE, CLIENT AGREES TO LIMIT ALPHA'S
LIABILITY TO CLIENT,AND TO ANY AND ALL OTHER THIRD PARTIES, FOR CLAIMS ARISING OUT
OF OR IN ANY WAY RELATED TO THE SERVICES PERFORMED OR TO BE PERFORMED BY ALPHA.
ACCORDINGLY,THE CLIENT AGREES THAT THE TOTAL AGGREGATE LIABILITY OF ALPHA SHALL
NOT EXCEED THE TOTAL FEE FOR THE SERVICES RENDERED ON THE PROJECT, OR$25,000,
WHICHEVER IS LOWER, FOR ANY LIABILITIES, INCLUDING BUT NOT LIMITED TO NEGLIGENT
PROFESSIONAL ACTS OR ERRORS OR OMISSIONS,AND CLIENT AGREES TO INDEMNIFY ALPHA
FOR ALL LIABILITIES IN EXCESS OF THE MONETARY LIMITS ESTABLISHED. Client agrees that in
no instance shall ALPHA be responsible, in total or in part,for the errors or omissions of any other
professional, contractor,subcontractor or any other third party. Client also agrees that ALPHA shall
not be responsible for the means,methods, procedures, performance,quality or safety of the
Section 12: Discovery of Unanticipated Hazardous Materials
CLIENT represents and warrants that it has made reasonable efforts to discover and has informed
ALPHA of known or suspected hazardous materials on or near the Project site.The parties
acknowledge that hazardous materials may exist at a site even if there is no reason to believe they are
present.ALPHA and CLIENT agree that the discovery of such unanticipated hazardous materials
constitutes a changed condition that shall require either a re-negotiation of the scope of ALPHA's
Services or termination of this Agreement without cause. CLIENT recognizes that the discovery of
hazardous materials may necessitate immediate protective measures to safeguard the public health
and safety and shall compensate ALPHA for measures that, in ALPHA's sole professional discretion,
are necessary and justified to preserve and protect the health and safety of site personnel and the
public. CLIENT also shall compensate ALPHA for any equipment decontamination or other costs
incident to the discovery of unanticipated hazardous materials.ALPHA shall notify CLIENT as soon
as practicable should unexpected hazardous materials be encountered at the site that pose a threat to
human health,safety and the environment.CLIENT agrees that, in the event of the discovery of
hazardous materials at the site, it shall report such discovery to the proper authorities as required by
Federal, State,and local regulations. CLIENT agrees to make the required report at the
recommendation of ALPHA, or, if unable to do so,authorizes ALPHA to make such report.CLIENT
shall also inform the Project site owner in the event that hazardous materials are encountered at the
twithstanding any other provision of this Agreement,CLIENT waives any claim against ALPHA, and to the
imum extent permitted by law, agrees to defend, indemnify, and hold ALPHA harmless from any claim,
and/or defense costs for damage, injury or loss arising from or in any way related to the presence of
hazardous materials on the project site, including any costs created by delay of the project and any costs
associated with possible reduction of the property's value. CLIENT is responsible for ultimate disposal of any
samples secured by ALPHA that are found to be contaminated, at CLIENT's sole cost and expense.
Section 13: Ground Water Contamination
CLIENT acknowledges that it is impossible for ALPHA to discover,ascertain or know the exact
composition of a site's subsurface,even after conducting a comprehensive exploratory program.As a
result,there is a risk that drilling and sampling may result in contamination of certain subsurface
areas.Although ALPHA will take reasonable precautions to avoid such an occurrence,CLIENT
waives any claim against ALPHA for, and shall defend, indemnify and hold ALPHA harmless from,any
claim or liability for injury or loss which may arise as a result of subsurface contamination caused by
drilling,sampling, testing or monitoring well installation. CLIENT shall also adequately compensate
ALPHA for any time spent and expenses incurred in defense of any such claim.
Section 14: Insurance
No insurance carried by ALPHA shall be deemed to limit in any way the responsibility of any
contractor or subcontractor for damages resulting from their services in connection with the Project.
CLIENT shall include,or cause to be included, in the Project's construction contract such
requirements for insurance coverage and performance bonds to be secured and maintained by the
Project contractor as CLIENT deems adequate to insure and indemnify CLIENT and ALPHA against
claims for damages,and to insure compliance of work performance and materials with Project
requirements.
Section 15: Indemnity
ALPHA AND THE CLIENT SHALL EACH INDEMNIFY AND HOLD THE OTHER HARMLESS FROM AND
AGAINST ANY CLAIMS FOR BODILY INJURY OR DAMAGE TO TANGIBLE PROPERTY RESULTING
FROM: (A) NEGLIGENT ERROR, OMISSION OR ACT OF THE INDEMNITOR OR THE INDEMNITOR'S
OFFICERS, SERVANTS, EMPLOYEES OR SUBCONSULTANTS IN THE PERFORMANCE OF THE
WORK HEREUNDER; OR(B) NEGLIGENT FAILURE OF THE INDEMNITOR OR THE INDEMNITOR'S
OFFICERS, SERVANTS, EMPLOYEES OR SUBCONSULTANTS TO COMPLY WITH LAWS OR
REGULATIONS; OR (C) NEGLIGENT FAILURE OF THE INDEMNITOR TO PERFORM UNDER ANY
CONTRACT WITH ANY OTHER PARTY, ITS,OFFICERS, SERVANTS, EMPLOYEES,
SUBCONSULTANTS OR CLIENTS. THIS INDEMNITY OBLIGATION SHALL SURVIVE PERFORMANCE
OF THE SERVICES HEREUNDER AND SHALL BE LIMITED BY THE TERMS AND CONDITIONS
REFRENCED IN SECTION 11,ABOVE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,ALPHA WILL NOT INDEMNIFY CLIENT
FOR ITS OWN NEGLIGENCE.
ction 16: Invoices and Payment Termss
/ nsideration for the performance of the Services,ALPHA shall be paid an amount and according
s set forth in the Proposal ("Project Cost"); however, if payment terms are not listed in the
Proposal, payment for Services shall be payable within thirty(30)days of ALPHA's invoice date(the
"Payment Due Date").All payments must be paid by the Payment Due Date,and shall not be
contingent upon CLIENT's receipt of separate payment,financing or closing on the project property,
or other conditions whatsoever. If CLIENT objects to any portion of an invoice, it shall notify ALPHA
in writing within ten (10)days from the date of actual receipt of the invoice of the amount and nature
of the dispute,and shall timely pay undisputed portions of the invoice. Past due invoices and any
sums improperly withheld by CLIENT shall accrue interest thereon at the rate of one percent(1%) per
month, or the maximum rate allowed by law,whichever is lower. CLIENT agrees to pay all costs and
expenses, including reasonable attorney's fees and costs, incurred by ALPHA should collection
proceedings be necessary to collect on Client's overdue account. Unless the Proposal specifies the
Project Cost as not-to-exceed or lump sum, CLIENT acknowledges that any cost estimates and
schedules provided by ALPHA may be subject to change based upon the actual Site conditions
encountered,weather delays and impact and any other requirements of the CLIENT and should be
used by CLIENT for planning purposes only.ALPHA will endeavor to perform the Services within the
estimates but will notify CLIENT if estimates are likely to be exceeded. In the event of changed site
conditions or other conditions requiring additional time, CLIENT agrees to pay the reasonable and
necessary increases resulting from such additional time.
Section 17: Non-Solicitation
During ALPHA's performance on the Project and for a period of one (1)year after the Project is
completed or otherwise terminated for any reason, CLIENT shall not, directly or indirectly, individually
or on behalf of any other person,firm, partnership, corporation,or business entity of any type: (i)
solicit, assist or in any way encourage any current employee,contractor or consultant of ALPHA to
terminate his or her employment relationship or consulting relationship with or for ALPHA, nor will
CLIENT solicit the services of any former employee or consultant of ALPHA whose service has been
terminated for less than six (6) months, or(ii)solicit to the detriment of ALPHA and/or for the benefit
of any competitor of ALPHA,take away or attempt to take away, in whole or in part,any customer of
ALPHA or otherwise interfere with the ALPHA's relationship with any of its customers. CLIENT
understands and acknowledges that ALPHA's employees, contractors and consultants are a valuable
resource to ALPHA,and often these persons hold confidential and or trade secret information of
ALPHA's, including proprietary technology and valuable trade secrets of ALPHA,which are vital to
the business of ALPHA and whose value depends upon them not being generally known. CLIENT
expressly agrees that, if ALPHA's employees,contractors, and consultants are solicited in
contravention of this Non-Solicitation provision,that ALPHA will be irreparably damaged. In such
event,ALPHA shall be entitled,without bond, other security, or proof of damages,to appropriate
equitable remedies with respect any breach(es) of this Agreement, including injunctive relief, in
addition to any other remedies available at law or in equity.
cti
ediation.on18: Resolution All claimsof, disputesDisputes, controversies or matters in question arising out of, or relating to,
reement or any breach thereof, including but not limited to disputes arising out of alleged
design defects, breaches of contract,errors,omissions, or acts of professional negligence,
(collectively"Disputes") shall be submitted to mediation before and as a condition precedent to
pursuing any other remedy. Upon written request by either party to this Agreement for mediation of
any dispute,CLIENT and ALPHA shall select a neutral mediator by mutual agreement.Such selection
shall be made within ten (10)calendar days of the date of receipt by the other party of the written
request for mediation. In the event of failure to reach such agreement or in any instance when the
selected mediator is unable or unwilling to serve and a replacement mediator cannot be agreed upon
by CLIENT and ALPHA within ten (10) calendar days,a mediator shall be chosen as specified in the
Construction Industry Mediation Rules of the American Arbitration Association then in effect, or any
other appropriate rules upon which the parties may agree.
(b) Arbitration. Any claim dispute or other matter in question arising out of or related to this
Agreement subject to, but not resolved by, mediation shall be subject to arbitration,which, unless the
parties mutually agree otherwise,shall be administered by the American Arbitration Association in
accordance with its Construction Industry Arbitration Rules in effect of the date of this Agreement.A
demand for arbitration shall be made in writing, delivered to the other party of this Agreement, and
filed with the person or entity administering the arbitration. A demand for arbitration shall be made
no earlier that concurrently with the filing of a request for mediation, but in no event,shall it be made
after the date when the institution of legal or equitable proceedings based on the claim, dispute or
other matter in question would be barred by the applicable statute of limitations. For statute of
limitations purposes, receipt of a written demand for arbitration by the person or entity administering
the arbitration shall constitute the institution of legal or equitable proceedings based on the claim,
dispute or other matter in question. The forgoing agreement to arbitrate,and other agreements to
arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be
specifically enforceable in accordance with applicable law in any court having jurisdiction thereof.
The award rendered by the arbitrator(s)shall be final, and judgement may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.
(c) Consolidation or Joinder. Either party,as its sole discretion, may consolidate an arbitration
conducted under this Agreement with any other arbitration to which it is a party provided that(1)the
arbitration agreement governing the other arbitration permits consolidation; (2)the arbitrations to be
consolidated substantially involve common questions of law or fact; and (3)the arbitrations employ
materially similar procedural rules and methods for selecting arbitrator(s). Either party,at its sole
discretion, may include by joinder persons or entities substantially involved in a common question of
lay or fact whose presence is required if complete relief is to be accorded in arbitration, provided that
the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an
additional person or entity shall not constitute consent to arbitration of any claim, dispute or other
matter in question not described in the written consent. The CLIENT and ALPHA grant to any person
or entity made a party to an arbitration conducted under this Section 8.3,whether by joinder or
consolidation,the same rights of joinder and consolidation as the Owner and Architect under this
Agreement.
The provisions of this Section 18 shall survive the termination of this Agreement.
ction 19: Governing Law and Survival
' validity of this Agreement,these terms,their interpretation and performance shall be governed by
nstrued and enforced in accordance with the laws of the State of Texas without regard to its
conflict of laws rules or similar principles which would refer to and apply the substantive laws of
another jurisdiction, and applicable international conventions and treaties.The parties hereto hereby
consent and agree that venue of any arbitration action shall lie exclusively in Dallas County,Texas,
and the parties hereby consent to the exclusive jurisdiction of the state courts located in Dallas
County,Texas to hear and determine any claims,disputes, or award between the parties arising out
of such arbitration, or for any matter found to not arise under the parties' arbitration agreement.The
parties hereto expressly submit and consent in advance to such jurisdiction and hereby waive any
objection to such jurisdiction. If any of the provisions contained in this agreement are held illegal,
invalid,or unenforceable,the enforceability of the remaining provisions will not be impaired.