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R2019-195 2019-08-12
RESOLUTION NO. R2019-195 A Resolution of the City Council of the City of Pearland, Texas, authorizing a contract amendment with Costello Engineering for design services, in the additional amount of $57,225.00 (total contract amount of $572,827.00), associated with Phase II of the FM 521 Ground Storage Tank Project. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain amended contract for engineering design services associated with the FM 521 ground storage tank, 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 an amended contract for engineering design services associated with the FM 521 Ground Storage Tank Project. PASSED, APPROVED and ADOPTED this the 12th day of August, A.D., 2019. _ TOM REID MAYOR ATTEST: (—XL (jerk,*t MARIA RODRIGUEZ INTERIM CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY CITY OF PEARLAND <; PROJECTS DEPARTMENT 3519 Liberty Drive, Suite 300 Exhibit A Pearland,TX 77581 A. A pearlandtx.gov/projects fsr 19,"` Professional Services Contract Amendment FM 521 Ground Storage Tank Expansion Date of Issuance: 07/29/2019 Amendment No.: 2 Consultant: Costello, Inc. CoP Project No.: WA1701 P.O.No.: 2018-00000745 Explanation: This change order encompasses the following: The scope amends the originally planned two 150HP VFDs to a new total of five 150HP VFDs. This change will allow for rotation of all five pumps to balance RUN HOURS between the five pumps.The scope change includes some modifications to the motor control center(MCC)and the design for the three additional 150HP VFDs.Work to the MCC includes new pump controllers, automatic transfer switch,feeder breakers,starters for auxiliary equipment, and additional modules to the existing control system. New SCADA programming will be required for the five VFDs and improvements to plant operational automation. Work also includes coordination with TCEQ for the removal of the hydro-pneumatic pressure tank that will no longer be necessary for distribution system pressure maintenance once the pumps are on VFDs. Basic Services include Final Design$12,565 and Additional Services for Electrical/Controls Final Design$40,700 with Additional Constructions Phase at$3,960. Description of Work Cost Time 1 Revise the quantity from 37763 to 41723 on Item No. 18 Al $3,960.00 0 Days Construction Phase Services(Hatch) 2 Add Item No.22 A2 Final Design Services(Costello) $ 12,565.00 0 Days 3 Add Item No.23 A2 Final Design Services(Hatch) $40,700.00 21 Days Please attach back-up documentation. Cost&Time Change Summary Cost Time Original Contract: $237,100.00 0 Days Previous Amendment(s): $278,502.00 0 Days Contract prior to this Amendment: $515,602.00 0 Days Net increase(decrease)from this Amendment: $57,225.00 21 Days Revised Contract: $572,827.00 21 Days Finance Approval: Date ACCEPTED*: APPROVED: By: _" Date 07/30/2019 By: Date Consultant Project Manager By: Date Owner *Consultant agrees to perform change(s)included in the Contract Amendment for the price and time indicated. The prices for changes included all costs associated with this Contract Amendment. No work is to be done until this Amendment is executed. No payment to the Consultant shall be made for work included in the Amendment until this Amendment is executed. Upon execution by all parties,the following changes identifies for the contract value and/or contract time shown,are made part of the Design 1 of 1 D4.Revised 7/08 Costello July 9, 2019 ."— Mr. Skipper Jones Capital Projects,Assistant Director 3519 Liberty Drive Pearland,Texas 77581 Re: Proposal - Engineering Services-Second Amendment Three Additional 150 HP VFDs(to reach total of S VFDs) FM 521 Ground Storage Tank and Appurtenances Dear Mr.Jones: Costello, Inc. (CI) is pleased to submit a proposed amendment to our existing engineering services agreement to provide additional engineering services for the referenced City of Pearland water system ground storage project. Background Previously, the City contracted with Costello for the design of a 3.0 MG concrete ground water storage tank( and appurtenances ) at the existing Far Northwest take point and booster pumping station (south of FM 521 and FM 2234 intersection). The City then provided a contract amendment for removal of the two 75 HP booster pumps and VFDs and replacements with two 150 HP booster pumps and VFDs, replacement of generator to allow powering of all five pumps,verification of incoming power for higher loads,approximately 2000 feet of fiber optic fiber, conduit, and termination, HVAC modifications for MCC building,and associated civil, mechanical, electrical, instrumentation, HVAC,and controls associated with the two larger replacement booster pumps and VFDs,3 MG ground storage tank,and three tank mixers. The amended work was requested to be implemented on an accelerated schedule such that the basic electrical could be in place before the ground storage tank construction contract was complete. Scope of Work(Second Amendment) A more detailed description of the scope and assumptions for the First Amendment was included in Attachment A of the First Amendment proposal. This Second Amendment modifies that scope as described in this proposal. The changes included in this Second Amendment proposal are summarized as follows: • Addition of Three New 150 HP VFDs-Add demolition and replacement of three existing 150 HP constant speed motor starters with three 150 HP variable frequency drives(VFDs). This will result in replacement of all five existing motor starters with five new 150 HP variable frequency drives as part of this construction contract, instead of the originally planned two. • Motor Control Center Equipment Replacement-When going to five new VFDs instead of two, demolition and replacement of the motor control center(MCC)equipment is recommended, rather than just leaving the existing equipment in place and adding the new larger starter equipment beside it in the building. While adding new equipment beside the old is acceptable for just two starters, it is less 713.783.7788 I www.costelloinc.com Costello Engineering&Surveying 2107 CityWest Blvd.,3rd Floor Principled.Practical.Proven. Houston,Texas 77042 TBPE No.280 TBPLS No.100486 appealing when replacing all five starters. While this adds some complexity in keeping the station in service while replacing starters in a similar location, it provides the best long term option for the water plant at a relatively minimal increase in price, resulting in the best overall approach for the City. • Additional Programming for5 VFDs and Improved Automation—The original scope in Amendment 1 was to provide minimal programming due to the accelerated schedule and lack of access to or documentation about the existing program. This would generally leave the programming as-is and only modify it to add the new plant components(3`d ground storage tank fill valve and level sensor). During the course of the design,several issues with the programming were identified which currently require operating staff to manually compensate for. Programming improvements have been identified that can correct these issues and better automate operations. With five VFDs in place, this will allow rotation of all five pumps for more equal usage. Additionally,the existing programming scheme(2 VFDs/3 constant speeds) won't work for 5 VFDs and will require development of a new scheme. • Demolition or Removal of Hydropneumatic Tank—The original scope in Amendment 1 was to leave the existing hydropneumatic tank in place and operate it the same way as before. This scope is being changed to demolition, replacement, or leaving the existing hydropneumatic tank in place, depending on what the TCEQ will allow in the project approval letter. Bid items for all three options will he included in the project until the TCEQ provides a final determination as to what will be approved. Costello is providing final design and limited construction phase services. Electrical, instrumentation, HVAC, and controls engineering will be provided through a subconsultant agreement with Hatch, Ltd. (formerly Shrader). The work tasks are as defined in the City's Exhibit"A" for"Water Facility Scope of Services". All design would be in compliance with current City of Pearland,Texas Commission on Environmental Quality, Environmental Protection Agency, and American Water Works Association rules and regulations for Public Water System components. Compensation The basic services described in exhibit"A" would be compensated on a "lump sum" basis or"time and material, hourly, not to exceed" basis as indicated below. For"time and material, hourly, not to exceed" basis, billings will be based on labor at 3.0 times direct costs and expenses at cost. Subconsulant work will be invoiced at 1.1 times subconsultant fee. See attached level of effort estimates. Basic Services: Final Design Services-$12,565 (Lump Sum) Additional Services would include: Electrical/Controls Final Design Services-$37,000(Hatch proposal)x 1.1 =$40,700(Lump Sum) Electrical/Controls Const. Phase Services-$3,600(Hatch proposal)x 1.1 = $3,960(T&M, Hourly, NTE) Total Engineering Fees for this second amendment to the project would be$57,225-not to be exceeded without prior authorization from the City. Costello Engineering & Surveying Schedule This work is anticipated to require an additional 3 weeks to complete after receipt of notice to proceed and extends the original amendment 1 design schedule while this amendment is being considered. The 100%design submittal is currently on hold, pending this authorization. The City will decide whether to proceed with bidding immediately following design if TCEQ approval for the original or revised scope has not been received by that time. We appreciate the opportunity to provide this proposal for engineering services to the City and look forward to continuing to assist the City in implementing this important City Water storage and distribution project. Sincerely, COSTELLO, INC. qs,(; ,__ - John W. Lacy, P.E. Vice President, Water&Wastewater Services W:\2019\2019050\Proposal\5 Vfd Supplement\Version 1(2019-07-09)\CI Draft Proposal 2019-07-09.Docx Costello Engineering & Surveying PHASE II BASIC SERVICES LEVEL OF EFFORT(LOE)FEE ESTIMATE — City of Peariand FM 521 Ground Storage Tank Project-Second Amendment 1 - ---- -_ --_ --- - --- Primloal ,Project Manager Peineer'Inen CADO TetteIrian Admin.Assistant Ensi1 Total Hours Total Cort DIRECT LABOR COST $ 70 S 65 S 54 $ 45 $ 45 $ 29.33 HOURLY RATE INCLUDINGMULTIPUER 13X) $ 210 S 195 s Iso $ 135 $ 135 $ 85 A-PHASE 2 BASIC SERVICES-FINAL DESIGN 1. Coordination,Permits,&No•Objection Letters `k 1.1 COP(Meetings,Correspondence) 1.1.1. Other Special Meetings called by COP)GrayMatter,SCADA,IT Group,troubleshooting program) 0 3 3 0 1 1 8 $ 1,255 1.2 Regulatory Agencies(Meetings,Correspondence) 1.2.1 Coordination with TCE4(Plan Review)-second submittal while existing response pending 0 0 2 4 2 2 10 $ 1,280 Subtotal Hours 0 3 5 4 3 3 11 Subtotal Fee $ - $ 585 5 750 $ S40 5 405 5 233 $ 2,535 $ 2,535 2.Data Collection and Design Support 2.1 Project Management&Controls(sub coordination,schedule updates,internal mtgs.) 2 4 4 0 0 2 12 $ 1,970 2.2 Additional SCADAJProgrammingTroubleshooting Meetings(GrayMatter,KITT,City IT Group,at Plant) 0 4 4 0 0 08 S 1,380 2.3 Update project pricing for additional MCC)VFD alternatives post 100% 0 1 2 0 0 0 3 $ 495 2.4 Consider phasing impacts on water service/schedule/summary of work for MCC replacement 1 2 4 _ 0 0 0 __ 7 $ 1,200 2.5 Quality Assurance/Quality Control for new work(10096x2 and Final) 1 2 2 0 0 0 5 S 900 Subtotal Hours 4 33 16 0 0 2 35 Subtotal Fee $ 840 $ 2,535 $ 2,400 $ - $ - 5 170 $ 5,945 $ 5,s4s 3.0 Drawings 3.1 Revise Drawings for VFD/MCC changes(Cover,Sheet Numbers,added sheets)post 100% 0 0 1 2 4 0 , 7 5 960 3.2 Revise Drawings for HPT deletion 0 0 _ 1 1 2 0 4 5 555 Subtotal Hours 0 0 2 3 6 0 11 Subtotal Fee $ • I $ • $ 300 $ 405 $ 810 $ - $ 1,515 $ 1,315 4. Project Manual I 0 4.1 Revise Project Manual for VFD changes(table of contents,added specs,revisions}post-100% 0 2 1 2 0i 4 9 $ 1,150 4.2 Revise Project Manual for HPT delete(summary of work,bid form alts for relocate,keep,delete) 0 2 I 1 4 0 4 11 $ 1,420 Subtotal Hours 0 4 I 2 6 0 8 20 Subtotal Fee $ • j $ 780 $ 300 $ 810 $ - $ 680, $ 2,570 I $ 2,570 Total Final Design Services Fees(1,2.3,&4) $ 12,565 1..,Mr.x-MIDI. Popp II H AT C H July 3,2019 John Lacy,P.E. Division Manager,Water&Wastewater Services Costello 2107 City West Blvd,3`d Floor Houston,TX 77042 RE: Additional Electrical Engineering Scope of Work and Fee Proposal for City of Peartond Shadow Creek WP Ground Storage Tank-Phase 2 MOD 1-Additional Engineering Services-Rev.3 Project ID:H-359319 Dear Mr. Lacy: We are pleased to offer our proposal for Additional Electrical Engineering Services for the above referenced project. The scope of the additional work outlined below is based on information and direction provided by your office and our general understanding of the project scope. Hatch assumes this scope of work is inclusive of all requirements that can be reasonably interpreted from the information we have been provided to date.A Preliminary Engineering Report(PER)for the base design has been submitted to the City of Pearland(COP)and has been accepted.COP has requested after the 90%design submittal that the pump controls for service pumps SP-03, SP-04 and SP-05 be modified to VFDs. We are proposing to replace the existing Motor Control Center (MCC) in its entirety including the Main Breaker, Automatic Transfer Switch (ATS)and auxiliary loads. GENERAL SCOPE OF WORK We understand this scope of work is to involve the modification of the existing pump control systems.The current pump controls for service pumps SP-03,SP-04 and SP-05 are solid state soft starters that only allow for full-speed operation of these pumps. These pump controls will be modified to VFDs to match the proposed pump controls of service pumps SP-01 and SP-02 in the base design project. GENERAL ELECTRICAL SCOPE OF ENGINEERING SERVICES The following is an outline of additional engineering services scope associated with the design and construction of the modified pump controls. Additional Design Phase Services-Phase II The Additional Design Phase Services Scope described below will include modification and development of plans and technical specifications as necessary to convey the means and methods of construction for modified pump controls. 750 Town&Country Boulevard,Suite 650,Houston,TX 77024 USA Additional Electrical Engineering Services Proposal City of Peariand Shadow Creek WP Ground Storage Tank Phase 2 MOD 1-Additional Engineering Services-Rev.3 Major scope of work items will include: A. Demolition of Existing MCC Lineup(Removal and Disposal) 1, The existing MCC lineup will be shown to be removed,Useable equipment will be turned over to COP. 2. The existing conduit system between the existing MCC and the Relay Panel will be repurposed as allowed. B. New MCC Lineup 1. Hatch will provide the electrical engineering design for the new MCC lineup by incorporating the following features: a. New MCC Main Breaker and automatic transfer switch (ATS). b. New feeder breakers and starters for auxiliary equipment in the water plant. c. New VFD pump controllers for each service pump(5 total). d. Construction sequencing and/or temporary pump power and controls to allow new MCC installation. e. Additional I/O modules to the existing PLC system to incorporate the necessary points associated with the new VFDs. C. SCADA Modifications 1. Hatch will provide the electrical engineering design to modify the existing SCADA hardware and I/O by incorporating the following features: a. New I/O modules for new signals required to and from the additional VFDs, b. New control conductors between the new MCC and existing Relay Panel.New conduits will be included as necessary. Design Phase Deliverables We propose an addition of 3 weeks to the current design schedule or from the notice to proceed whichever is later for this work.Format • 1. Plans will be on backgrounds provided by your office in AutoCAD format. 2. All Plan and Specification submittals will be provided in electronic format(PDF). B. Drawing Information Request(DIR) 1. Please allow a minimum of three (3) days after date of request for delivery of our Construction Documents. A DIR (Drawing Information Request) form will be sent to your office when documents are ready,or upon your request. Hatch Associates Consultants,Inc. Page 2 of 6 Additional Electrical Engineering Services Proposal City of Peariand Shadow Creek WP Ground Storage Tank-Phase 2 MOD 1-Additional Engineering Services-Rev.3 Overall Project Services A. Quality Assurance/Quality Control • 1. Our scope includes continuous quality control measures to assure the project meets design objectives,compliance with codes and standards, and accuracy of design calculations and construction documents. B. Project Management Services 1. Our scope includes internal project management services to support the above referenced design. 2. These services include project coordination meetings, general project management functions (i.e. reporting requirements, design standard implementation, and teleconferencing). 3. Our scope includes coordination or design review meetings. Project Schedule Assumptions Design Phase Duration Our fee proposal is based on an additional design phase schedule of 3 calendar weeks. Should the design phase extend beyond this duration for reasons not related to our performance and/or delivery of engineering services, Hatch reserves the right to negotiate additional engineering fees associated with additional man-hours expended. Construction Phase Duration Where the project construction work extends past the General Contractor's initial contract completion date, plus any officially authorized rain days,our Services Agreement will be extended by the same period. Any services performed after the Contract Completion Date will be billed on an hourly basis, excluding the time spent for a Final Inspection and Report that is part of the original Construction Phase Services Agreement. This applies where, or where not, the Contract Date is officially extended. Please forward the Contract Period Dates for this project to us for our records. Hatch reserves the right to negotiate additional funding for continued Construction Phase Services should COP and/or Costello require Hatch's services beyond the man-hours proposed. The Time and Material, hourly not to exceed, amount shall no be exceeded without prior approval from COP and Costello in writing. Controller Programming Our proposal is contingent upon programming of the Controller by our Systems Integration Engineers as a Bid Allowance in the Construction Phase of the project. Alternatively, if preferred, programming can be charged as Additional Construction Phase Services work upon request. The fee for the total integration&programming work described is estimated at about$62,500.00 for this size job. Hatch Associates Consultants,Inc. Page 3 of 6 Additional Electrical Engineering Services Proposal City of Pearland Shadow Creek WP Ground Storage Tank-Phase 2 MOD 1-Additional Engineering Services-Rev,3 Our Engineers and Programmers are experienced with Allen Bradley among other SCADA controllers used by Pearland. Limits on Engineering and Design Work Any additional design changes requested will be performed on an hourly basis or agreed fixed cast. Exclusions A. Additional Work 1. Any items not specifically referred to within this scope of work are not currently included in our proposal but may be added through future negotiation. Engineering design work that exceeds the "Scope of Services" described will be performed on an hourly basis as requested or as approved in writing. Items such as the following, but not limited too,are specifically excluded: a. Reproduction and Delivery Charges b. Easements c. Detailed Material Take-off d. Utility Coordination e. Civil/Structural Engineering f. Permit and Plan Review Fees g. Additional Analysis Fault Current or Power Analysis h. Energy Studies i. Non-Documented Systems Survey and Circuit Tracing j. Troubleshooting Contractor Work CONTRACT DOCUMENTS When project is ready to bid, please provide our office with one (1) complete set of Bid Documents, including Bid Tab and Addendums. Also,provide bid tab for electrical construction after bids are received. In addition,provide complete sel of 100%scanned design plans and specifications via email. ENGINEERING FEES Engineering Fees are based on Lump Sum or Time and Material, Hourly not to Exceed as described below and fixed rates for"To Be Determined"(TBD) labor should additional engineering services be required,The Time and Material, hourly not to exceed, amount shall not be exceeded without prior approval from COP and Costello in writing. General expenses have been included as part of the fees proposed and additional costs are detailed below,Fees for the project tasks are as follows: Hatch Associates Consultants,Inc. Page 4of 6 Additional Electrical Engineering Services Proposal City of Pearland Shadow Creek WP Ground Storage Tank-Phase 2 MOD 1-Additional Engineering Services-Rev.3 PHASE II:Additional Services(Lump Sum) $37,000.00 PHASE III:Additional Construction Services(T&M,Hourly not Exceed) $3,600.00 ADDITIONAL EXPENSES Specialty reproduction such as Mylar or color are not included and will be billed at cost+10%. INSURANCE For your protection,we carry Comprehensive General Liability Insurance. IMPLIED CONFIDENTIALITY Our design documents are provided as an implied confidentiality agreement for this project only and may not be used or distributed except for the purpose of permitting, bidding, and construction of this project. NOTICE TO PROCEED We can begin work upon your Notice to Proceed and upon receipt of motor data and background CAD files. If you find our proposal acceptable and are in agreement with the conditions stated herein,please sign and return a copy of this proposal or forward a copy of your Prime Agreement for our review and execution. Please have electronic CAD files e-mailed to our office. Thank you for the opportunity of working with you on this project. Sincerely, Tim Gobrogge,PE Electrical Project Manager Accepted: By: Date: Client Project No. Project Address: Client Project Manager: Enclosure:2019 Rate Schedule Attachment:Hatch Professional Services Terms and Conditions Hatch Associates Consultants,Inc. Page 5016 Additional Electrical Engineering Services Proposal City of Pearland Shadow Creek WP Ground Storage Took-Phase 2 MOD 1-Additional Engineering Services-Rev.3 Schedule of Hourly Engineering Services Rates Effective 01/01/2019-12/31/201.9 Engineering Design Engineer Level I $130.00 Design Engineer Level II $165.00 Design Engineer Level ill $175.00 Project Engineer Level I $200.00 • Project Engineer Level II $225.00 Project Manager $275.00 Principal $300.00 Drafting/Design CAD Technician Level I $100.00 CAD Technician Level II $115.00 CAD Technician Level III $135.00 Designer Level I $148.00 • Designer Level II $162.00 Designer Level HI $175.00 Information Technology 1 SCADA Programming Technology Systems Specialist $200.00 • SCADA Systems Specialist $150.00 •• Administration Project Specialist $100.00 • Clerical/Word Processing $80.00 These rates are subject to a minimum 3 percent escalation for services provided in subsequentyears. Invoices are due upon receipt and are past due 45 days after invoice date. A finance charge of 1.5-percent per month will be charged on past due invoices. Hatch Associates Consultants,Inc. Page 6 of 6 Engineering Man-Hour and Expenses Estimate City of Pearland Shadow Creek Water Plant -Add'l Services H AT C H Hatch Project No. H-359319 Sr.Project Design CAD Tech.Ill Clerical Total Cost By Total Total Engr. Engr.11 Description of Engineering Tasks $250.00 $165.00 $135.00 $80.00 Man-hours Task Expenses Costs Demolition of Existing MCC(Phase II) 16 24 16 - 56 $ 7,960 $ - $ 7,960 Additional Demolition Sheets(2 total) 16 24 40 $ 7,960 $ 7,960 Electrical CAD 16 16 1 - $ $ - New MCC Design(Phase II) 32 52 40 1 125 $ 22,060 $ 22,060 Modify Proposed Electrical Design 24 48 - 72 $ 13,920 $ 13,920 Additional Technical Specifications 8 4 1 13 $ 2,740 $ 2,740 Electrical CAD 40 40 $ 5,400 $ 5,400 - $ - $ - SCADA Modfications(Phase II) 12 24 - - 36 $ 6,960 $ - $ 6,960 Additional Wiring Diagrams for I/O Modules 12 20 32 $ 6,300 $ 6,300 Modify Proposed I/O List 4 4 $ 660 Additional Construction Phase Services(Phase III) 20 - 4 24 $ 3,620 $ 3,620 Additional Inspections(3 anticpated) 12 12 $ 1,980 $ 1,980 Additional Submittal Reviews and RFI's 8 ', 4 12 $ 1,640 $ 1,640 - $ - $ - - $ _. - $ - - $ - $ - - $ - $ - TOTALS 1 60I 1.1 -"' 5 116 $ 40,600 $ - $ 40,600 7/3/2019 Additional Services Manhour Estimate 2019- Rev 3.xls HATCH PROFESSIONAL SERVICES TERMS AND CONDITIONS Page 1of2 CLAUSE 1 AGREEMENT 4.4 If Client disputes any portion of an invoice,it will pay those amounts that 1.1 Unless a written agreement is entered into, Client's acceptance of a are not in dispute and notify Hatch in writing of the reasons for the dispute proposal(the"Proposal")from the Hatch company submitting the Proposal within 10 days of receiving the invoice.Failure to notify Hatch of the dispute ("Notch')or a request by Client for some or all of the services included in the within the required time will be treated as acceptance of the invoice.If it is Proposal, constitutes a binding contract between Client and Hatch (the determined that any amounts in dispute should have been paid at the time it "Agreement").The Agreement incorporates and is subject to these Terms and was invoiced, then Client will promptly pay such amount, together with Conditions and the terms and conditions included in the Proposal,including interest at the rate set out in Clause 4.1. the description of the services to be provided by Hatch(the"Services").If there 4.5 Hatch shall be entitled to a Change Order in the event of any Scope is any conflict between the Proposal and these Terms and Conditions,these Changes and shall not be required to proceed with any change to the Services Terms and Conditions will govern.Any terms appearing on any orders or other in advance of the execution by both parties of the relevant Change Order. documents produced by or on behalf of Client are excluded unless they have CLAUSE 5 LIABILITY AND INDEMNITY been specifically accepted in writing by Hatch. 5.1-To the maximum extent permitted by law and notwithstanding and CLAUSE 2 HATCH SERVICES AND RESPONSIBILITIES superseding anything to the contrary in the Agreement 2.1 Hatch will(a) perform the Services with due care,skill and diligence in (a) Clause 2.1(a)sets out Hatch's sole warranty respecting the Services and accordance with the standard of care normally exercised by professionals Clause 2.1(b)sets out Hatch's sole obligation and Client's sole remedy in providing similar services under similar circumstances,and(b)reperform at its connection with any breach of Clause 2.1(a)(and Client will not otherwise cost any Services that fail to comply with this standard,provided that Hatch have any recourse against Hatch in connection with any errors or may instead opt to refund to Client all amounts paid in respect of such omissions in the Services); Services if it determines that reperformance is not practicable. (b) subject to Section 52, the aggregate liability of Hatch arising in 2.2 Hatch will comply with all applicable laws and site policies and connection with the Agreement is limited to (i) the amount of the procedures, including those relating to safety and security; but, unless professional fees paid to Hatch pursuant to the Agreement up to otherwise agreed,Hatch is not responsible for overall site safety or security at $100,000,plus(ii)10%of such fees paid in excess of$100,000;provided any Client premises or the project site. that in no event will Hatch's aggregate liability exceed$1,000,000; 2.3 Unless otherwise agreed, Hatch can rely without verification on all (c) Hatch has no liability to Client for any losses,damages or costs that can be information provided by Client or by third parties on behalf of Client construed as an indirect, special, punitive or consequential losses, 2.4 Hatch will have in effect for the duration of the Services (a) workers damages or costs;and compensation coverage in accordance with statutory requirements, (d) any claim,action or proceeding against Hatch in connection with the (b)commercial general (or public) liability insurance ($5,000,000 per Agreement, including any warranty claims under Clause 2.1, must be occurrence); and (c)automobile liability insurance ($5,000,000 per made within 12 months of the earlier of completion of the Services and occurrence). termination of the Agreement. CLAUSE 3 CLIENT RESPONSIBILITIES 5.2 Hatch's liability for claims or losses covered by the insurance policies Client will (a)make available to Hatch all information, documents and referred to in Clause 2.4 is limited to the proceeds of insurance up to the assistance required in connection with the Services,(b)make decisions and amounts specified in Clause 2.4. provide approvals in a timely manner and obtain all necessary project 5.3 Client indemnifies, defends and holds harmless Hatch for any claims, authorisations and permits,(c)notify Hatch if it becomes aware of any matter actions,proceedings,liabilities,losses,damages or costs that Hatch suffers or that may change the scope, timing or complexity of the Services, (d)act incurs(a)in connection with the Services and which result other than from a reasonably and in good faith,(e)comply with applicable laws,and(f)maintain breach of the Agreement by Hatch,(b)as a result of any breach of the Agreement insurance to limits which are normal and customary in the circumstances and by Client,(c)as a result of site conditions that were unknown to Hatch at the time Client,on behalf of itself and its insurers,waives all rights of subrogation of entering into the Agreement,or(d)as a result of third party use of,or reliance against Hatch for,and releases Hatch from any liability for damage to Client's on,any information or deliverable provided by Hatch to Client in connection with property to the extent that Client is compensated for such damage under an the Services. insurance policy. CLAUSE 6 USE AND OWNERSHIP OF INFORMATION CLAUSE 4 INVOICING,PAYMENT AND TAXES 6.1 Each party retains title to all intellectual property(including all patents, 4.1 Unless otherwise provided in the Proposal and subject to Clause 4.2, trademarks,copyright,trade secrets and know how)owned or possessed by it (a)Services(including any additional services provided at the request of Client or any of its affiliates and used by it in fulfilling its obligations under the or pursuant to Clause 4.5)and related costs incurred by Hatch in connection Agreement, including any modifications or improvements made thereto with the Services will be charged to Client in accordance with Hatch's ("Background IP").All new and original intellectual property created by Hatch schedule of rates or the amount agreed in the Change Order,(b)amounts during the course of performing the Services("Project IP")is the property of invoiced to Client by Hatch are due and payable within the period stated in Hatch. Hatch grants Client a non-exclusive, non-transferable and, unless Hatch's schedule of rates or, if not so stated,within 14 days of receipt of otherwise agreed,royalty-free license to use(a)any Hatch Background IP used invoice by Client,and(c)interest will be paid on past due amounts at the rate in the performance of the Services but only to the extent required to use any stated in Hatch's schedule of rates. deliverables provided by Hatch for the purpose for which they have been 4.2 If an advance payment or security deposit amount is specified in the provided and(b)Project IP for any purpose whatsoever,provided that Client Proposal,such amount will be paid by Client prior to Hatch commencing the has no right to receive or use proprietary information or coding that is Services and will be held by Hatch as security for payment. Hatch may apply embedded in Hatch's project systems, software or electronic copies of these funds against any amounts owing by Client to Hatch and will return any deliverables and Client will not modify any Hatch deliverables unless it has remaining amounts to Client upon receiving full payment for the Services. first removed Hatch's name and logo from the deliverable. 4.3 Hatch's rates are exclusive of all taxes,duties,royalties,levies and other 6.2 Upon receipt of full payment for the related Services and subject to the governmental or regulatory charges,other than taxes on payroll and Hatch's other provisions of this Clause 6,all reports,drawings and other deliverables net income in the Jurisdiction.If any such taxes,duties,royalties,levies or provided to Client by Hatch will become the property of Client. charges are levied on or applicable to amounts payable to Hatch,they will be 6.3 Any information or deliverable provided by Hatch to Client in connection borne by Client and (a) if Hatch is required to pay any such taxes,duties, with the Services is provided solely for Client's use and for the specific purpose royalties,levies or charges,the amount of such payments will be reimbursed for which the Services were engaged. Unless otherwise agreed by Hatch in to Hatch by Client,and(b)if they are required to be withheld or deducted from writing, in no case will (a) any such information or deliverable be made amounts payable to Hatch,the amounts payable will be grossed up so that publicly available or used in connection with any financing,sale or investment Hatch receives the entire amount that is due pursuant to the terms of the transactions,or(b)Hatch's name be used in any of Client's public disclosure Agreement. or filings. • ©Hatch July 2014 Page 2 of 2 6.4 Each party will keep confidential all Confidential Information disclosed to it means(i)any change to the Services,or(ii)any other event or circumstance by the other party;provided that(a)Hatch is able to disclose Client's Confidential that is outside of Hatch's control and impacts the timing or sequencing of,or Information to those persons who need to know such information for purposes work effort required by Hatch to complete,the Services(typically by requiring that relate to the performance of the Services,(b)Client is able to disclose Hatch's rework or by preventing Hatch from performing Services in the manner or Confidential Information to the extent required in connection with the purpose for sequence originally planned),(h)'site conditions"means any conditions in,on, which the information was disclosed, and (c)either party is able to disclose under or around the project site that affect the project or the performance of Confidential Information where it is required to be disclosed by law,provided Services,including any plant and subsurface conditions and any hazardous that the receiving party immediately notified the disclosing party of the substances, waste or materials, (i)"Jurisdiction" means the jurisdiction in requirement to disclose and allowed the disclosing party to take reasonable steps which Hatch's contracting office is located,and(j)"$"means the currency of to lawfully resist or narrow the requirement to disclose the Confidential the Jurisdiction where it is in Canada or Australia and,in all other cases,it is a Information.Except as specifically provided herein,neither party will acquire reference to US dollars. any right,title or interest in or to the Confidential Information of the other party. 9.2 If any provision of the Agreement is held to be void, illegal or 6.5"Confidential Information"means any information in any form disclosed by or unenforceable,then(a)it is severed and the rest of the Agreement remains in on behalf of one party to the other party at any time before or after the execution force, and (b)the parties will replace the provision with one that is in of the Agreement in connection with the Services;excluding only information accordance with applicable taw and as close as possible to the parties' which(a)was at the time of disclosure or thereafter became part of the public original intent.Any rules of contract interpretation that result in the Agreement domain through no act or omission of the receiving party,(b)became available to being construed contrary to the interests of either party do not apply in the the receiving party from a third party who did not acquire such confidential interpretation of the Agreement information under an obligation of confidentiality either directly or indirectly to the CLAUSE 10 GENERAL disclosing party,or(c)was known to the receiving party at the time of disclosure 10.1 The Agreement will be governed by and construed in accordance with the by the disclosing party and such knowledge can be demonstrated by written laws of the Jurisdiction,without giving effect to conflict of law considerations. records that were in existence at the time of disclosure. All disputes will be submitted to senior management for discussion. If the CLAUSE 7 TERMINATION AND SUSPENSION parties are unable to resolve a dispute through such discussions,either party 7.1 Client may suspend the Services or terminate the Agreement for its may submit the dispute to the International Chamber of Commerce("ICC")for convenience on 30 days prior written notice to Hatch;provided that,if the resolution in accordance with its rules then in force.The arbitration will be aggregate duration of all suspensions under the Agreement exceeds 60 days, held in English and at the location of Hatch's contracting office. The Hatch will have the right to terminate the Agreement. arbitration panel will consist of one arbitrator selected by the ICC in 7.2 Either party may terminate the Agreement immediately if anything accordance with its rules. Any arbitration award will be final and binding on happens to the other party that reasonably indicates that there is a significant the parties without any right of appeal.The unsuccessful party will bear the risk that the other party is or will become unable to pay its debts generally as costs of arbitration.No legal proceedings may be commenced by either party they come due. in connection with the Agreement or the Services other than in accordance 7.3 Either party is entitled to terminate the Agreement on 14 days prior written with this Clause;provided that either party may apply to a court of competent notice to the other party in the event that the other party is in substantial jurisdiction for interlocutory relief during the course of such proceedings or to default under the Agreement and such default has not been corrected or enforce any order or award obtained in accordance with this Clause. reasonably commenced to be corrected within 14 days following notice of 10.2 The Agreement represents the entire agreement between the parties such default Hatch may,by providing 5 days prior notice to Client,suspend' regarding the subject matter hereof and supersedes all prior representations, Services if Client is in breach of Clauses 3 or 4. understandings or agreements; provided that,if the parties have previously 7.4 In the case of any suspension or termination of the Agreement,Client will entered into a confidentiality(or similar) agreement regarding the subject pay Hatch for all Services provided and costs incurred up to the effective date matter hereof,such agreement will survive and Clauses 6.4 and 6.5 will be of of suspension or termination,including all reasonable demobilization costs. no force and effect. Amendments to the Agreement are effective only if executed in writing by authorized representatives of both parties. 7.5 Hatch makes no warranty and has no continuing obligations in respect of 10.3 Neither party may assign(other than to its affiliate)the Agreement or any any deliverables that are incomplete as of the date of any termination or interest therein,in whole or part,without the prior consent of the other party. suspension. The Agreement will enure to the benefit of and be binding upon the parties CLAUSE 8 NON-SOLICITATION and their respective successors and permitted assigns. Neither party will, during the term of the Agreement or for 12 months 10.4 Neither party will be considered to be in breach of its obligations under thereafter,either directly or indirectly on its own behalf or jointly with or on the Agreement, except obligations to make payment, to the extent that behalf of any other person, solicit, engage or employ any employee or performance is prevented or delayed by force majeure.Each party will use independent contractor of the other party(or any of its affiliates)that has been best efforts to overcome any force majeure as soon as possible. involved in the provision of Services or with whom the party has otherwise had contact in connection with the Agreement. 10.5 The limitations and exclusions on liability expressed in the Agreement will apply even in the case of the fault,negligence or strict liability of the party who CLAUSE 9 DEFINITIONS AND INTERPRETATION is the beneficiary of the clause, and will extend to the officers, directors, 9.1 Reference to (a)"affiliate" means with respect to a party,one or more employees, agents, representatives, subconsultants and affiliates of such entities that control,are controlled by,or are under common control with,the parties. ' party, (b)`Change Order" means a written agreement between the parties 10.6 Any notice,consent or other communication given hereunder will only be amending the terms of the Agreement,including price and schedule,to the deemed to have been given if it is in English,in writing and is sent to the extent fair and reasonable in the circumstances as a result of a Scope Change, recipient's authorized representative at the usual business address of the (c)"costs"means any and all costs and expenses,including reasonable legal recipient by(a)registered mail, (b)fax, (c)e-mail (but only when receipt is fees,(d)'force majeure"means acts of God,strikes,lockout,other industrial confirmed in writing by reply e-mail or otherwise)or(d)personal delivery for action,war or civil disturbance,terrorism,unusually inclement weather,storm, which a receipt is obtained.Notice given by fax,personal delivery or e-mail will flood, earthquake, lightning, fire, explosion, nuclear or radioactive be deemed to have been given on the business day following delivery.Notice contamination, epidemics or pandemics, governmental action or inaction, given by mail will be deemed to have been given on the fifth business day after extraordinary market conditions affecting the availability of labour, late or mailing. inadequate execution of work or supply of goods by third persons and any other event beyond the reasonable control of the affected party,(e)"Hatch's 10.7 No waiver by either party of any breach of the Agreement will be binding schedule of rates" means Hatch's standard hourly rates and reimbursable unless made in writing and any such waiver will extend only to the specific breach charges as notified by Hatch from time to time,provided that any changes to waived and not to any future breach. the schedule of rates will be communicated to Client before they take effect 10.8 Hatch is an independent contractor in performing the Services. Nothing in and will not occur more than once every six months,(f)"liability"includes any the Agreement will create or will be construed so as to create the relationship of and all liability whatsoever,whether arising under the law of contract,tort principal and agent between Client and Hatch. (including negligence), equity, statute or otherwise, whether arising in 10.9 The provisions of Clauses 1,4,5,6,7.4,8 and 10 survive the termination of connection with the performance or non-performance of the Services or the Agreement otherwise in connection with the Agreement and whether to Client or other persons, and "liable" has a corresponding meaning, (g) "Scope Changes" ©Hatch July 2014 Schedule City of Pearland FM 521 WTP GST Expansion•Phase 2 Project(Second ArrserdnrM) ID Task Ilam Duration Start FMYR .. _.06 Ma 1N a, Mee y 1 a. ... A8 Aug 14P 00 ° _._J�__ _____.DK an he Mr As 1 age, An. AI As8 1 Phase]Project 235 days Mon 1/28/19 Thu 9/19/19 ---r .-- Construction(G5T) 2 Phase 2 Project(Pumps,543 days Tue 2/26/19 Fri 8/21/20 1 1 Elect,(nets.,and Controls) 3 Prelim Engineering 23 days Tue 2/26/19 Wad 3/20/19 ' r" —I 4 Kickoff Mtg/ 1 day Tue 2/26/19 Tue 2/26/19 I Site Visit • • f • 5 Survey 2 days Wed 2/27/19 Thu 2/28/19 es 6 Fiber Alignment 1 day Fri 3/1/19 Fri 3/1/19 T Cost Estimates 2 days Mon 3/4/19 Tate 3/5/19 S. 8 Letter Report 5 days Fri 3/8/19 Tue 3/12/19 9 City Review 7 days Wed 3/13/19 Tue 3/19/19 10 Finalize letter 1 day Wed 3/20/19 Wed 3/20/19 3, 12 Final Design 190 dM Thu 3/21/19 Mon 9/30/19 r 6 13 90%Design 42 days Thu 3/21/19 Tue 5/7/19 14 90%City Review 24 days Wed 5/8/19 Fri 5/31/19 15 100%Design 22 days Mon 6/3/19 Mon 6/24/19 to • 16 City 0010/Change 39 days Wed 6/19/19 Mon 8/12/19 17 100%Add Design 20 days Tue 8/13/19 Mon 9/9/19 IB 100%City Review 21 days Tue 9/10/19 Mon 9/30/19 ••9 • 20 Bid Phase 28 days Tue 10/1/19 Mon 10/28/19 , 21 1st Advertise 0 days Wed 10/2/19 Wed 10/2/19 •Mg ' 22 2nd Advertise 0 days Wed 10/9/19 Wed 10/9/19 ♦M 23 Mandatory Pre.Bd 0 days Thu 10/30/19 Thu 10/10/19 •!yM 1 - • ar Did Opening 0 esus Thu 10/24/19 Thu 10/24/19 •Emma 1S 15 Contract Phase 28 days Tue 10/29/19 Mon 11/25/19 "7 28 Construction Phase 270 days Tue 11/26/19 Fri 8/21/20 • 29 30 TCEQ Review/Approval 139 days Wed 5/9/19 Mon 11/18/19 1 31 Submit to TCEQ 0 days Wed 5/8/19 Wed 5/8/19 a 3/0 32 TCEQ Review 50 days Wed 5/8/19 Tue 7/16/19 0 • • 33 ICED Considering 12 days Mon 7/1/19 Tue 7/16/19 MOM Approval of Additional Scope without Drawings • 34 TCEQ Approval 0 days Tue 2/16/19 Tue 7/16/19 4.9/19 Anticipated(Ong or Rev Scope) • 35 Send Revised Docs to 0 days Tue 9/10/19 Tue 9/10/19 -'11/111 TCEQ 36 TCEQ Review 50 days Tue 9/10/19 Mon 11/18/19 I 37 TCEQApyroval 0 days Mon 11/18/19 Mon 11/18/19 4•11/111 (R minor comments) Ma tan semm Project-Draft Phan 2 S<lSchedule sem., t-1 lean.lean. ssa, __. tan-aHt s sun oft __. ..1 Matron, Manua v,ugoes Date Tue 7/9/19 SPM Hole„Summary I maws Sum, Manual Summary Polity Sit.only ,ne at Anes,,,,, ♦ Inanive tea Mame,U. lr11111MININ•11 Manual Sum f—ti Enerrul iselcs P,ng,els Page I