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R2020-105 2020-07-13RESOLUTION NO. R2020-105 A Resolution of the City Council of the City of Pearland, Texas, awarding a design build contract for the Supervisory Control and Data Acquisition (SCADA) Project (Phase I Services), to CDM Smith, in the amount of $319,750.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That Requests for Qualifications for the SCADA Project have been reviewed and tabulated. Section 2. That the City Council hereby awards a design build contract for the SCADA Project to CDM Smith, in the amount of $319,750.00 (Phase I Services). Section 3. The City Manager or his designee is hereby authorized to execute a design build contract for the SCADA Project. PASSED, APPROVED and ADOPTED this the 13th day of July, A.D., 2020. 4ATT T: R TAL ROAN, 2TRMC, CMC CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR .0 U): Resolution No. R2020-105 Exhibit AGREEMENT BETWEEN OWNER AND DESIGNER/BUILDER FOR DESIGN/BUILD SERVICES FOR THE SUPERVISORY CONTROL AND DATA ACQUISITION PROJECT This Agreement is made and entered into the 13th day of MY , 20 20 by and between City of Pearland (OWNER) and CDM Constructors Inc. (DESIGNER/BUILDER),In consideration of the mutual covenants and agreements set forth herein, OWNER and DESIGNER/BUILDER agree as follows: ARTICLE 1 - THE PROJECT TEAM AND EXTENT OF AGREEMENT The DESIGNER/BUILDER agrees to furnish or arrange for the engineering and construction services set forth herein and agrees to furnish project management and administration and superintendence, and to use its best efforts to complete the Project in an expeditious and economical manner consistent with the interests of the OWNER. 1.1. The Project Team. The DESIGNERBUILDER, the OWNER and the DESIGNER/BUILDER's consultants and subcontractors, collectively called the "Project Team," shall work cooperatively from the beginning of design through construction completion. 1.2. Extent of Agreement. The Contract Documents represent the entire agreement between the OWNER and the DESIGNERBUILDER and supersede all prior negotiations, representations or agreements. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both OWNER and DESIGNERBUILDER. While the OWNER may issue separate purchase orders to DESIGNERBUILDER to satisfy OWNER's purchasing requirements, the terms and conditions of any such purchase orders issued after the date of this Agreement shall be deemed to be void and the terms and conditions of this Agreement shall be deemed substituted therefor. 1.3. Definitions. 1.3.1. The Project is defined as the design and construction of a Supervisory Control and Data Acquisition (SCADA) system to provide for the upgrade, repair and integration of a complete system for the Water Production, Wastewater Treatment, and Lift Stations facilities situated in Pearland, Texas via three phases. Phase 1 will include the general evaluation and assessment of the existing water production and wastewater treatment system (wastewater plants and lift stations) and will provide a priority plan for the phasing/schedule & upgrade/repair ofthe existing systems. Information will be utilized from the City's current SCADA plan and philosophy that was implemented at the Reflection Bay Wastewater Reclamation Facility. Phase 2 will include the final design and implementation of the recommended plan developed in Phase 1 to the water production facilities. Phase 3 will include the final design and implementation of the recommended plan developed in Phase 1 to the wastewater facilities. 1.3.2. The Work is the design and/or construction services required to complete the Project in three (3) separate phases. 1.3.3. Substantial Completion is the date on which the Work, or an agreed upon phase of the Work, is sufficiently complete so that OWNER can occupy and use the Project or a portion thereof for its intended purposes. It is understood by the parties hereto that the Work will be performed in phases and that a Substantial Completion date shall be defined separately for Phase 2 and Phase 3 in the Guaranteed Maximum Price Proposals described in Article 2 of this Agreement. Page 1 ARTICLE 2 - DESIGNERBUILDER'S SERVICES AND RESPONSIBILITIES 2.1 General Services. 2.1.1 DESIGNERBUILDER shall work with OWNER to review and update the OWNER's Project Criteria describing OWNER's program requirements and objectives for the Project as set forth in Exhibit A. The Project Criteria shall include OWNER's use, space, price, time, site, performance, and expandability requirements. The Project Criteria may include conceptual documents, design specifications, design performance specifications, and other technical materials and requirements prepared for OWNER. 2.2 Phased Services. 2.2.1 Phase 1 Services. DESIGNERBUILDER shall perform the services of design, pricing, and other services to review and update theProject Criteria, as may be revised in accordance with Section 2.1 hereof, as set forth in Exhibit A, attached hereto. DESIGNERBUILDER shall perform such services to the level of completion required for DESIGNERBUILDER and OWNER to establish the Contract Prices for Phase 2 and Phase 3, as set forth in Section 2.3 below which shall be developed on an "open -book" basis. DESIGNERBUILDER's Compensation for Phase 1 Services is set forth in Exhibit A attached hereto. 2.2.2 Phase 2 and Phase 3 Services. DESIGNERBUILDER's Phase 2 and Phase 3 services shall consist of the completion and implementation of the Project, the procurement of all materials and equipment for the Project, the performance of construction services for the Project, the start-up, testing, and commissioning of the Project, and the provision of warranty services, all as further described in the Contract Price Amendment. The final design of Phase 2 and Phase 3 of the Project shall be performed with the skill and care which would be exercised by comparable qualified professional engineers performing similar services at the time such services are performed and under similar conditions. Upon receipt of DESIGNERBUILDER's proposed Contract Prices for Phase 2 and Phase 3, OWNER may proceed as set forth in Article 2.3. 2.3 Proposals. Upon completion of the Phase 1 Services and any other Basis of Design Documents upon which the parties may agree, DESIGNERBUILDER shall submit separate proposals for Phase 2 and Phase 3 to OWNER (the "Proposals") for the completion and construction for the Project for the Contract Price, which shall be based on a Guaranteed Maximum Price (GMP). 2.3.1 The Proposal shall include the following unless the parties mutually agree otherwise: 2.3.1.1 The GMP shall be based on the sum of i. DESIGNERBUILDER's Fee as defined in Exhibit A hereof, ii. The estimated Cost of the Work as defined in Exhibit A hereof, inclusive of any DESIGNERBUILDER's Contingency as defined in Exhibit A hereof; and iii. If applicable, any prices established under Exhibit A hereof; 2.3.1.2 The OWNER's Design Criteria, were provided in the Request for Qualifications for this project; 2.3.1.3 A list of the assumptions and clarifications made by DESIGNERBUILDER in the preparation of the Proposal, which list is intended to supplement the information contained in the drawings and specifications.; 2.3.1.4 The Scheduled Substantial Completion Date upon which each Proposal is based, and a schedule upon which the Scheduled Substantial Completion Date for each phase is based along with a Project Schedule for the Work; Page 2 2.3.2 Review and Adjustment to Proposal. 2.3.2.1 After submission of the the Proposal for each Phase, DESIGNER/BUILDER and OWNER shall meet to discuss and review the Proposal. If OWNER has any comments regarding the Proposal, or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to DESIGNER/BUILDER of such comments or findings. If appropriate, DESIGNER/BUILDER shall, upon receipt of OWNER's notice, make appropriate adjustments to the Proposal. 2.3.2.3 Acceptance of Proposal. If OWNER accepts the Proposal for any phase, as may be amended by DESIGNER/BUILDER, the Contract Price and its basis shall be set forth in an amendment to this Agreement, when mutually agreed between the parties (Contract Price Amendment). Once the parties have agreed upon the Contract Price and OWNER has issued a Notice to Proceed with Phase 2 and/or Phase 3, DESIGNER/BUILDER shall perform the Phase 2 and/or Phase 3 Work, all as further described in the Contract Price Amendment, as it may be revised. 2.3.2.4 Failure to Accept the Proposal. If OWNER rejects the Proposal, or fails to notify DESIGNER/BUILDER in writing on or before the date specified in the Proposal that it accepts the Proposal, the Proposal shall be deemed withdrawn and of no effect. In such event, OWNER and DESIGNER/BUILDER shall meet and confer as to how the Project will proceed, with OWNER having the following options: i. OWNER may suggest modifications to the Proposal, whereupon, if such modifications are accepted in writing by DESIGNER/BUILDER, the Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 2.3.2.3 above; ii. OWNER and DESIGNER/BUILDER may continue with approved Proposal work to contract completion, subject to Article 9, regardless of the acceptance, withdrawal, or approval of any subsequent Proposal. iii. OWNER may terminate this Agreement for convenience in accordance with Article 9 hereof; provided, however, in this event, DESIGNER/BUILDER shall not be entitled to the payment provided for in Section 9.2 hereof. 2.4. The DESIGNER/BUILDER will secure on behalf of the OWNER any construction building permits necessary for the construction of the Project. 2.4.1 The DESIGNER/BUILDER will not be liable to the OWNER for any special, indirect or consequential damages whatsoever, and the DESIGNER/BUILDER's total liability to the OWNER for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way relating to the Project, the site, DESIGNER/BUILDER's services or work, or this Agreement, from any cause or causes, including but not limited to the DESIGNER/BUILDER's negligence, errors, omissions, breaches of warranty or contract or strict liability shall not exceed the total amount paid by the OWNER to the DESIGNER/BUILDER under this Agreement. 2.5. The DESIGNER/BUILDER shall take necessary precautions for the safety of its employees on the Work, and shall comply with all applicable provisions of federal, state and municipal safety laws. DESIGNER/BUILDER shall include provisions in all subcontracts which require its subcontractors to be responsible for the safety of their employees on the Work, and to comply with all applicable provisions of federal, state and municipal safety laws. It is agreed that the DESIGNER/BUILDER shall have no responsibility for the abatement of safety hazards resulting from work at the job site carried on by the OWNER's separate contractors, or by the OWNER or persons for whom the OWNER is responsible. OWNER will comply with, and agree to cause any such separate contractors or persons to comply fully with all applicable provisions of federal, state and municipal safety laws Page 3 and regulations. 2.6. The DESIGNER/BUILDER shall keep the premises of the Project free from accumulation of waste materials caused by the DESIGNER/BUILDER's operations. At the completion of the Work, the DESIGNER/BUILDER shall remove from the Project the DESIGNER/BUILDER's tools, surplus materials, construction equipment, and machinery. 2.7. The DESIGNERBUILDER shall prepare Change Orders for the OWNER's approval and execution in accordance with Article 6 of this Agreement. 2.8. The DESIGNERBUILDER shall maintain in good order at the site one record copy of the drawings, specifications, product data, samples, shop drawings, Change Orders and other Modifications, marked currently to record changes made during construction. These shall be delivered to the OWNER upon completion of the Project and final payment. 2.9. The DESIGNER/BUILDER's services shall not include expressly or by implication any analysis, determination or opinion as to whether the OWNER is in compliance with federal, state or local laws, statutes, ordinances or regulations. 2.10. Unless expressly stated otherwise herein, the DESIGNERBUILDER's services shall not include directly or indirectly storing, arranging for or actually transporting, disposing, treating or monitoring hazardous substances, hazardous materials, hazardous waste or hazardous oils. 2.11. Standards and Completion. 2.11.1. The DESIGNERBUILDER agrees that all materials and equipment furnished under this Agreement will be new, unless otherwise specified, and that all construction work will be of good quality, free from improper workmanship and defective materials. DESIGNERBUILDER will not be responsible, however, for defects caused by OWNER modifications, abuse, and/or improper maintenance or operation. The DESIGNERBUILDER agrees to correct all work performed by it under this Agreement which proves to be defective in material or workmanship within a period of one (1) year after completion of the Work as defined in Paragraph 2.2.2 provided that OWNER furnishes written notice of such defect within such one (1) year period. One (1) year period shall began upon OWNER's written acceptance of beneficial use of the Work or portion of the Work at each site, not the substantial completion of the overall Project. DESIGNERBUILDER provides no warranty, express or implied, for OWNER -furnished equipment or equipment, accessories and parts manufactured by others. However, any warranty or guarantee obtained by DESIGNER/ BUILDER from any such manufacturer shall be deemed to have been obtained for the benefit of OWNER and will be assigned to OWNER. The foregoing standards and warranties are the sole warranties extended by DESIGNERBUILDER and are in lieu of all other warranties express or implied, including but not limited to, the implied warranties of merchantability and fitness for purpose. 2.11.1.1. Unless otherwise expressly noted, the term completion in this Agreement shall mean substantial completion. Substantial completion is the stage of progress when the Work or a designated portion thereof is sufficiently complete in accordance with this Agreement so that the OWNER can occupy or utilize the Work for its intended use. The contract time is the time within which the DESIGNERBUILDER is to achieve substantial completion of the Work, subject to adjustments as set forth in this Agreement. 2.11.2. The DESIGNERBUILDER will secure required certificates of inspection, testing or approval required for building construction and deliver them to the OWNER. Page 4 2.11.3. The DESIGNERBUILDER will collect all equipment manuals and deliver them to the OWNER at the time of Substantial Completion of each phase. ARTICLE 3 - OWNER'S RESPONSIBILITIES 3.1. The OWNER shall provide full information regarding its requirements for the Project. 3.2. The OWNER shall designate a representative who shall be fully acquainted with the Project and have full authority to promptly approve changes in the scope of the Project, promptly render approvals and decisions, and furnish information expeditiously and in time to meet the dates set forth in the Schedule. The OWNER's designated representative is Mr. Robert Upton, Project Manager. 3.3. The OWNER shall furnish, all reasonably available documention for each site to the DESIGNERBUILDER. The DESIGNERBUILDER can resonably rely on the documention related to the surface and subsurface infrastructure. 3.4. The OWNER shall secure and pay for necessary approvals, easements, assessments and charges required for the construction, connection, use, or occupancy of permanent structures or for permanent changes in existing facilities. 3.5. The OWNER shall furnish such legal services as maybe necessary for providing the items set forth in Paragraph 3.4., and such auditing services as may be required. 3.5. If the OWNER becomes aware of any fault or defect in the Work or nonconformance with the Drawings or Specifications, it shall give prompt written notice thereof to the DESIGNERBUILDER. 3.6. The services and information required by the above paragraphs shall be furnished with reasonable promptness at O WNER's expense. The DESIGNERBUILDER shall be entitled to rely upon the accuracy and the completeness of all such information provided by the OWNER. 3.7. The OWNER shall furnish reasonable evidence satisfactory to the DESIGNERBUILDER, prior to signing this Agreement, or upon written request of the DESIGNERBUILDER from time to time thereafter, that sufficient funds are available and committed to pay for DESIGNERBUILDER's total estimated charges for the Work. Whether or not the DESIGNERBUILDER elects to proceed with work without having received such evidence, DESIGNERBUILDER may thereafter stop work upon fifteen (15) days' prior written notice if such evidence has not been furnished within a reasonable time after any such request. 3.8. The OWNER shall have no contractual obligation to the DESIGNERBUILDER's subcontractors and subconsultants and shall communicate with such subcontractors and subconsultants only through the DESIGNERBUILDER. 3.9. The OWNER shall pay for all utility connection fees and special facility charges rendered by utilities for connection of permanent utility services to the Project. ARTICLE 4 - SUBCONTRACTS 4.1. Selection of Subcontractors. All portions of the Work that the DESIGNERBUILDER does not perform with its own forces shall be performed under subcontracts. The DESIGNERBUILDER shall select competent Subcontractors and shall be responsible for the management of the Subcontractors' performance of their work. ARTICLE 5 - CONTRACT TIME SCHEDULE AND SUBSTANTIAL COMPLETION Page 5 5.1. Contract Time. 5.1.1. The Phase 1 Work to be performed under this Agreement shall be performed in accordance with the Schedule provided pursuant to Exhibit A. For Phase 2 and 3 work, DESIGNBUILDER will include a mutually agreed upon schedule in the Proposal for each phase of work. 5.1.2. The term "day" as used in this Agreement shall mean calendar day, unless otherwise specifically designated. 5.2 Delays. 5.2.1. If the DESIGNERBUILDER is delayed at any time in the progress of the Project by any act of the OWNER, or any separate contractor employed by the OWNER or by the action of any governmental agency or regulatory body, or by change orders in the Project, or by labor disputes, fire, unusual delay in transportation, unusual delay in issuance of building permits or zoning or utility services, unusual delay or shortages in material supplies, adverse weather conditions not reasonably anticipatable, unavoidable casualties, acts of God, or any other causes beyond the DESIGNERBUILDEWs reasonable control, then the time within which the Work is to be completed shall be adjusted accordingly. Except as provided in Section 5.2.2. below, time is the sole remedy and no general conditions, overhead, or profit shall be applied to the time adjustment. 5.2.2. If DESIGNERBUILDER is delayed by any act of OWNER or by any separate contractor employed by OWNER or for any other cause for which the OWNER is responsible, then in addition to an extension of the contract time, DESIGNERBUILDER will be compensated for all costs which it incurs as a result of such delay, and a change order will be issued therefore. 5.2.3.Liquated Damages. DESIGNERBUILDER understands that if Substantial Completion is not attenuated by the Scheduled Substantial Completion Date, OWNER will suffer damage which are difficult to determine and accurately specific. DESIGNERBUILDER agrees that if Substantial Completion is not attained by the Scheduled Substantial Completion Date (the "LD Date") of Phase 2 or Phase 3, DESIGNERBUILDER shall pay OWNER Five Hundred Dollars ($500.00) as liquidated damages for each day that Substantial Completion extends beyond the LD Date. ( Not Applicable for Phase 1, LD Date(s) to be established as part of proposed GMP for Phase 2 and/or Phase 3. The liquated damages provide herein shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties and any other damages, whether special or consequential, and of whatsoever nature incurred by OWNER which are occasioned by and delay in achieving Substantial Completion of Phase 2 or Phase 3. ARTICLE 6 - CHANGES IN THE PROJECT 6.1. Change Orders. 6.1.1. Any work not contained in the scope of work set forth in Exhibit A shall be a change and shall be performed by DESIGNERBUILDER only pursuant to a written Change Order to this Agreement signed by OWNER and DESIGNERBUILDER. Such a Change Order may increase or decrease the Work within the general scope of this Agreement. If this Change Order causes an increase in the cost of the Work, or of the time required for the performance of the Work, DESIGNERBUILDER shall be paid a lump sum acceptable to both parties and/or shall be granted an extension of the contract time. 6.1.2. The proposal documents may identify specific items which are not included in the Contract Price. The Work included in this Agreement shall be limited to that work specifically set forth in Exhibit A or in the Phase 2 or Phase 3 approved proposals. The performance or furnishing of any such items by Page 6 DESIGNERBUILDER that are not included in the scope of work set forth in Exhibit A or in the Phase 2 or Phase 3 approved proposals shall be pursuant to a Change Order issued in accordance with Paragraph 6.1.1. 6.2. Concealed Conditions. If concealed or unknown conditions that affect the performance of the Work are encountered, which conditions are not ordinarily found to exist or which differ materially from those generally recognized as inherent in work of the character provided for under this Agreement, notice by the observing party shall be given promptly to the other party and, if possible, before conditions are disturbed, and upon claim made by the DESIGNERBUILDER, the Contract Price and Schedule shall be equitably adjusted by Change Order to reflect additions and/or deductions to the cost and time required which result from such concealed or unknown conditions. 6.3. Regulatory Changes. The DESIGNERBUILDER shall be compensated for changes in the Work necessitated by the enactment or revision of codes, laws or regulations subsequent to the date of this Agreement. ARTICLE 7 - PAYMENTS TO THE DESIGNERBUILDER 7.1. Payments 7.1.1. The type and form of compensation for DESIGNERBUILDER shall be as specified in Exhibit A for Phase 1 and the negotiated Proposal for Phases 2 and 3. 7.1.2. DESIGNERBUILDER shall submit to the OWNER monthly invoices covering the period ending on the last day of the preceding month which shall indicate the total amount due to the DESIGNER/ BUILDER for work performed for the preceding month. The OWNER shall have the right of inspection and verification of DESIGNER/BUILDER's invoice and shall have ten (10) days within which to approve the invoice. With each invoice, DESIGNERBUILDER shall include a partial release of lien covering the amount stated on the invoice. The OWNER and DESIGNBUILDER shall comply with The Texas Prompt Payment Act, If the OWNER fails to make any payment due DESIGNERBUILDER for services and expenses within thirty (30) days after receipt of DESIGNER/BUILDER's statement therefor, the amount due DESIGNER/BUILDER shall include an additional charge of one and a half (1-1 /2%) percent per month of all amounts due but not paid after said thirtieth day. As an additional remedy, DESIGNERBUILDER may, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until DESIGNERBUILDER has been paid in full for all amounts due for services, expenses and charges. 7.2. Title Free of Liens. The DESIGNERBUILDER agrees that title to all Work, including materials and equipment incorporated in the Project covered by any invoice will pass to the OWNER upon receipt of payment of the full amount of DESIGNER/BUILDER's invoice therefor, free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to as Liens. DESIGNERBUILDER, at its own expense, shall indemnify, defend and save harmless OWNER against Liens filed on the property of OWNER by subcontractors, material men or suppliers of DESIGNERBUILDER for amounts due them from DESIGNERBUILDER for Work, the cost of which has been paid by OWNER to DESIGNERBUILDER. 7.3. Waiver of Claims. The making of final payment shall constitute a waiver of all claims by OWNERexceptthose arising from: 7.3.1. Unsettled liens. 7.3.2. Defects in materials or workmanship appearing after final inspection. 7.3.3. Any breach of continuing obligations in this Agreement on the part of DESIGNERBUILDER. Page 7 ARTICLE 8 - INDEMNITY AND INSURANCE 8.1. Indemnity. 8.1.1. The DESIGNER/BUILDER shall indemnify, defend and hold the OWNER harmless from all claims and suits for damages arising from personal injuries, including death, injury or destruction of tangible property (other than the Work itself), including loss of use resulting therefrom to the extent caused by the sole negligence of the DESIGNER/BUILDER, and from all judgments recovered therefor, and from all expenses for defending claims or suits, including court costs and attorney's fees, resulting therefrom. DESIGNER/BUILDER shall have no duty to indemnify OWNER hereunder against claims arising as a result of OWNER's sole or contributing negligence or the sole or contributing negligence of any other party. In no event shall DESIGNERBUILDER be responsible, under this paragraph or otherwise, for any indirect, special or consequential damages of any kind. 8.1.2. Upon and after final completion of the Project, and to the extent allowed by law, OWNER shall indemnify, defend and hold the DESIGNER/BUILDER harmless from all claims and suits for damages arising from personal injuries or damage to property, and from all judgments recovered therefor, and from all expenses for defending such claims or suits resulting from the OWNER's sole or contributing negligence, including but not limited to court costs and attorney's fees, which result from the OWNER's negligent use, operation or maintenance of the facilities, equipment or materials provided by DESIGNERBUILDER under this Agreement. 8.2. DESIGNERBUILDER's Insurance. The DESIGNER/BUILDER shall purchase and maintain the following insurance to cover, DESIGNER/BUILDER's performance under this Agreement: 8.2.1. Workers' Compensation insurance in full compliance with workers' compensation laws of the states within which any part of the work is to be performed, together with employer's liability coverage with minimum limits of liability in the amount of $1,000,000 for each occurrence. 8.2.2. Commercial Automobile Liability Insurance covering all owned, hired and non -owned vehicles with the following minimum limits of liability: Combined single limit - $1,000,000 each occurrence and $2,000,000 aggregate 8.2.3. Commercial General Liability Insurance including Independent Contractor's coverage with the following minimum limits of liability: Combined single limit - $1,000,000 each occurrence and $2,000,000 aggregate The DESIGNER/BUILDER's Commercial General Liability Policy shall also include blanket contractual liability coverage. 8.2.4. Builder's Risk insurance. Builder's Risk insurance shall be required for Phase 2 and Phase 3. DESIGNER/BUILDER will propose coverage amounts in Proposal(s) for Phase 2 and Phase 3 for Owner's approval. 8.3. Professional Liability Insurance. The DESIGNERBUILDER shall maintain Professional Liability Insurance coverage for errors and omissions for the design portion of the work. The following limits of liability shall apply: $5,000,000 aggregate. 8.4. Certificates. DESIGNERBUILDER shall furnish to OWNER promptly following the execution of this Agreement, certificates evidencing the maintenance of said insurance. The certificates shall provide that thirty (30) days' written notice shall be given to OWNER before the insurance policies noted herein are changed or Page 8 canceled. Insurance certificates shall be attached as Exhibit(s) B hereto. 8.5. OWNER's Liability Insurance. The OWNER shall be responsible for purchasing liability insurance to protect the OWNER against claims which may arise from operations under this Project. ARTICLE 9 - TERMINATION OF THE AGREEMENT 9.1 Termination by OWNER for Cause. If the DESIGNER/BUILDER fails or neglects to cant' out the Work in accordance with this Agreement, the OWNER may give written notice that the OWNER intends to terminate this Agreement. If the DESIGNER/BUILDER fails to correct or to take steps to correct the defaults, failure or neglect cited by the OWNER in such notice within seven (7) days after being given such notice, the OWNER may then give a second written notice and, after an additional seven (7) days if the DESIGNER/BUILDER fails to correct or to take steps to correct as aforesaid, the OWNER may make good such deficiencies and may deduct the cost thereof from payments due the DESIGNER/BUILDER or, at the OWNER's option, may terminate the employment of the DESIGNER/BUILDER, take possession of the site and finish the Work by whatever method the OWNER may deem appropriate. 9.2. Termination by OWNER Without Cause. In addition to termination under Article 9. 1, OWNER may terminate this Agreement without cause upon thirty (30) days' written notice to DESIGNER/BUILDER. Upon such termination, OWNER shall reimburse the DESIGNER/BUILDER for any unpaid portions of the Contract Price due it under Article 7 for the Work to the date of termination. In addition, OWNER shall also pay to the DESIGNER/BUILDER fair compensation, either by purchase or rental at the election of the OWNER, for any equipment retained. In case of such termination ofthis Agreement, the OWNER shall further assume and become liable for obligations, commitments and unsettled claims that the DESIGNER/ BUILDER has previously undertaken or incurred in good faith in connection with said Work, actual cancellation penalties for outstanding contracts and undelivered materials or equipment on orders, and any demobilization costs. The DESIGNER/ BUILDER shall, as a condition of receiving the payments referred to in this Article, execute and deliver all such papers and take all such steps, including the legal assignment of its contractual rights, as the OWNER may require for the purpose of fully vesting in the OWNER the rights and benefits of the DESIGNER/ BUILDER under such obligations or commitments. 9.2.1. Permanent Abandonment. In the event of permanent abandonment of the Project, the OWNER may terminate this Agreement upon thirty (30) days' prior written notice to the DESIGNER/BUILDER. In such event, the OWNER shall pay DESIGNER/BUILDER for all amounts due him under Article 7 for work performed or labor, materials or equipment furnished, and for any proven loss or damages sustained by DESIGNER/BUILDER including but limited to loss upon materials, equipment, tools and construction equipment and machinery. 9.2.2. Termination by DESIGNER/BUILDER. If the OWNER fails to make payment when due, in addition to any other remedies in this Agreement or provided by law, DESIGNER/BUILDER may give written notice of its intent to terminate this Agreement for non-payment. If the DESIGNER/ BUILDER fails to receive full payment of amounts due within fifteen (15) days after such notice to the OWNER, then DESIGNER/BUILDER may give a second written notice that the Agreement will terminate in fifteen (15) days if the DESIGNER/BUILDER does not receive payment in full for all amounts due prior to the expiration of such fifteen (15) day period. In the event of such termination, the DESIGNER/BUILDER may recover from the OWNER payment for all work executed and for proven losses sustained, including but limited to losses upon materials, equipment, tools and construction equipment and machinery. ARTICLE 10 - DISPUTE RESOLUTION 10.1. Mediation. The OWNER and the DESIGNER/BUILDER agree that they shall first submit any and all disputes and other matters in question between them arising out of or relating to this Agreement or the breach thereof to non-binding mediation prior to either of them initiating a lawsuit or other legal remedies against the other. Participation in such mediation shall be a condition precedent to any lawsuit unless mediation is waived in a Page 9 writing executed by both parties. 10.2. Continuing Obligations. Unless otherwise agreed in writing, DESIGNERBUILDER shall carry on the Work and maintain its progress during any mediation proceedings, and the OWNER shall continue to make payments to the DESIGNERBUILDER in accordance with the Contract Documents. 10.3. Survival of Provisions. This Article 10 shall survive the performance or termination of this Agreement. ARTICLE 11 - MISCELLANEOUS 11.1. Successors and Assigns. This Agreement shall be binding on the successors, assigns, and legal representatives of the OWNER or DESIGNERBUILDER. Neither party shall assign, sublet or transfer an interest in the Agreement without the written consent of the other. 11.2. Use of Documents. The drawings, specifications and other documents furnished by the DESIGNER/ BUILDER are instruments of service and, except by written agreement executed by the DESIGNER/ BUILDER relating to use, liability and compensation therefor, shall not be used by the OWNER on other projects, for additions to this Project or for completion of this Project by others unless the DESIGNER BUILDER is terminated for cause under this Agreement. 11.3. Status of DESIGNERBUILDER. Nothing contained in this Agreement shall be construed or interpreted as requiring DESIGNERBUILDER to assume the status of a generator, storer, operator, transporter, treater, or disposal facility as those terms appear within the Resource Conservation Recovery Act, 42USCA, Section 6901, et seq. (RCRA), or within any other federal or state statute of similar effect governing the treatment, storage, transportation or disposal of waste. 11.4. Copyrights. Submission or distribution of documents to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the DESIGNERBUILDER's common law copyrights or other reserved rights. 11.5. Reporting Requirements. To the extent required by law, OWNER shall promptly report regulated conditions, including without limitation, the discovery of releases of hazardous substances, at the site to the appropriate public authorities in accordance with applicable law. 11.6. Governing Law. This Agreement shall be governed by the laws of the State of Texas, Brazoria County. 11.7. Notices. Except as written elsewhere in this Agreement, all written communications to OWNER and DESIGNERBUILDER shall be sent with distribution to the recipient as set out below. OWNER City of Pearland 3159 Liberty Drive Pearland, TX 77581-5416 (281)652-1797 Attn: Mr. Robert Upton DESIGNERBUILDER CDM Constructors Inc. 11490 Westheimer Rd., Ste. 700 Houston, TX 77077 713-423-7300 Attn: Jason Venier 11.8. Mutual Waiver of Consequential Damages Notwithstanding any other provision of this Agreement to the contrary, neither party shall be liable totheother for lost profits or any special, indirect, incidental, or consequential damages in any way arising out of this Agreement however caused under a claim of any type or nature based on any theory of liability (including, but not limited to: contract, tort, or warranty) even if the possibility of such damages has been communicated. Page 10 11.9. UNPAID INVOICES If OWNER, for any reason, fails to make payment due DESIGNER/BUILDER for services and expenses within thirty days after receipt of DESIGNERBUILDER's invoice therefor, the amounts due DESIGNER/BUILDER will be increased at the rate of 1.5% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and, in addition, DESIGNER/BUELDER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until DESIGNERBUILDER has been paid in full all amounts due for services, expenses and charges. Payments will be credited first to interest and then to principal. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. OWNER agrees to pay DESIGNERBUILDER all costs of collection including but not limited to reasonable attorneys' fees, collection fees and court costs incurred by DESIGNERBUILDER to collect from the OWNER properly due payments. 11.10. Partial Invalidity. The invalidity of any part or portion of this Agreement shall not affect or impair in anyway the validity, enforceability or effect of the remaining provisions hereof. In the event any provision herein is found to be invalid, then such provision shall be deemed to be deleted and all other provisions in the Agreement will remain in full force and effect. 11.11. Entire Agreement. The documents which comprise the entire Agreement between OWNER and DESIGNER/BUILDER concerning the Work (referred to herein as the Contract Documents) consist of the following: 1. This Agreement (pages 1 to 12 inclusive). 2. Exhibits: A. Scope of work B. Cost Estimate - Phase 1, Fees and Billing Rates C. Schedule - Phase 1 D. Project Site Layout E. Insurance Certificates There are no documents other than those listed above in this Article 11.11. This Agreement may only be amended, modified, or supplemented by written agreement duly executed by OWNER and DESIGNERBUILDER. Page 11 IN WITNESS WHEREOF, the parties hereto have mad the foregoing, understand completely these terms and conditions. and "tingly enter into this Agreement. WITNESS our hands and seals thisl3th day of July 2020. OWNER City of P By: 7,� 77 Print Namc: �( Title � I DESIGNER/BUILDER CDM Consaystars Inc. By: ' Print Name: Thomas Visoaky, PE Title: Vice President Page 12 EXHIBIT A SCOPE OF WORK EXHIBIT A TO AGREEMENT BETWEEN OWNER AND DESIGNERBUILDER FOR DESIGNBUILD SERVICES This is an Exhibit attached to and made a part of the Agreement dated , 2020, between CDM Constructors, Inc. (Designer/Builder) and City of Pearland, TX (Owner). This Exhibit describes the Scope of Services, Time Schedule, Charges, and Payment Conditions for the Project known as: Design/Build Services for the Supervisory Control and Data Acquisition Project. 1.0 Scope of Work. Designer/Builder shall provide for Owner the following specific services and work: INTRODUCTION The following scope of work clarifies and describes the work and associated project tasks to be performed and completed by the Design -Builder. Work includes engineering and construction services associated with the design and implementation of improvements to achieve a unified City-wide SCADA system for all water and wastewater systems. This overall project is anticipated to be broken into three phases. This scope ofwork only addresses Phase 1. ■ Phase 1— System Evaluation, Conceptual Design and GMP Development ■ Phase 2 — Final Design and Construction for Water Systems — Not included. Future task. ■ Phase 3 — Final Design and Construction for Wastewater Systems — Not included. Future task. BASE PHASE 1 SERVICES 1.1 General Services 1.1.1 Project Management Design -Builder will prepare a written project work plan that outlines the project scope and establishes procedures and protocol for executing the project. The project work plan will include: the scope of work; schedule; organizational structure; communications plan; document management procedures; quality management procedures; outstanding issues and decision list; action item list; frozen issues list; and list of deliverables. The project work plan will be dynamic in nature and therefore periodically updated. A draft work plan will be issued at the project Kickoff Meeting for review and comment and reissued as a final copy upon incorporation of comments. Design -Builder will track the budget and schedule on a weekly basis and meet with the City's project manager as necessary to update the schedule, progress of work, and potential changes to the scope of work. Design -Builder will provide a project status report to the City with the monthly invoice. The Level of Effort assumes that these services will be performed over a period of five months. Deliverables: Electronic copies of the draft and final Project Work Plan, monthly invoices and project status reports. Page 1 of 9 SCADA DB — Exhibit A 1.1.2 1.1.2 Kick-off and Monthly Project Meetings Design -Builder will conduct an initial kickoff meeting with the City to introduce project team members, establish protocol and lines of communication, review project goals and objectives, gather all available documents pertinent to the assignment, and review the Project Work Plan, scope of work and schedule. Project progress meetings will be held during the course of the project with the City staff to discuss aspects of the project presently underway, project schedule, and upcoming issues. These meetings will generally be about two hours in duration and are not intended to be formal presentations. The appropriate Design -Builder team members shall attend the meetings to discuss pertinent issues. Monthly progress meetings are planned for this phase of the project. Deliverables: Meeting agenda and meeting note summary for Kick Off Meeting and Progress Meetings. 1.1.3 Quality Assurance/Quality Control The Conceptual Design Report will be submitted to the Design -Builder Technical Review Committee (TRC) for review. The TRC will be comprised of senior level engineers and constructors not specifically involved with the project. The review will provide comments and suggestions concerning technical viability and implementation. A four-hour review meeting will be conducted to discuss the project and the associated TRC comments. Deliverables: Review Comment Response Memorandum 1.2 Data Collection and Site Investigations Design -Builder will review the existing as -built documentation, standards, network architecture of the City's facilities. Design -Builder will make site visits to each of the City's water and wastewater facilities to inventory, assess conditions, evaluate needs for upgrade/replacement, identify space requirements, and provide preliminary planning for transitioning systems for all SCADA system components, including servers, workstations, PLCs, PLC control panels, and communication systems. Design -Builder will utilize standardized inspection forms, checklists and digital photographs to document the current state of the SCADA system at each site. The results of this investigation will be documented in a Current State technical memorandum (TM). The following is the list of the facilities that will be included in our site investigations. Water Plants Wastewater Lift Stations Plants Storm Water Pump Stations Central Monitoring Station Shadow Creek Southdown 71 - Lift Stations Cowart Creek Public Safety Building Kirby Longwood Mary's Creek Southdown Hickory Slough Country Place Cullen Garden McLean Alice Magnolia South East Liberty Green Tee Mary' Creek Page 2 of 9 SCADA DB — Exhibit A Meetings: A workshop will be conducted to review and communicate findings of site visits and provide a forum to discuss operational issues at each site and address questions or comments from the City. Workshop will be approximately four hours. Deliverables: ■ Draft and Final Current State Technical Memorandum (TM) in electronic format. TM will include copies of inspection forms, digital photos, overall existing SCADA system architecture drawing and facility specific SCADA system architecture drawings, quantity of PLC I/O at each facility. Workshop agenda, Current State TM review comment response memorandum, workshop meeting note summary. Assumptions: ■ Design -Builder will involve one personnel for site visits and Design -Builder will be accompanied by City personnel for site access and opening of equipment panels. ■ Barry Rose and John Hargrove WWTP are currently in design by others. Design -Builder will coordinate requirements for integration with the overall City-wide SCADA system, but no improvements at this site will be provided. ■ City to provide all as -built documentation, 1/0 lists, existing network communication diagrams prior to site visits. ■ General assessment of issues at each site will be provided. Troubleshooting of specific non- functioning equipment or software will be provided under Additional Phase 1 Services. 1.3 Conceptual Design 1.3.1 Conceptual Design Development Design -Builder will develop the conceptual design and design criteria for the upgrades and improvements to the SCADA system in order to develop the GMP for Phases 2 and 3 Final Design and Construction. Major components will include: ■ SCADA Hardware and Software Technology — Design -Builder will evaluate and recommend appropriate PLCs for each site based on City's standards, preference, control and communications requirements, service life, and costs. Design -Builder will evaluate and recommend appropriate GE iFix HMI software systems and Win911 at each facility based on the City's standards, preferences, functional requirements, service life, and costs. Scope of work does include an abbreviated evaluation process but not include a formal evaluation process for selecting alternatives PLC or HMI manufacturers. Communications — Design -Builder will evaluate the communications systems to provide reliable communications and provide recommendations based on data transfer needs, redundancy, security, site assessment, existing available infrastructure, and costs. The communications evaluation will consider the available options of the City's fiber optic implementation plan, radio, cellular, and Connected Grid Routers (CSGs). Scope of work does not include any field radio path studies. Conceptual SCADA System Architecture —Design -Builder will develop a system -wide conceptual SCADA system architecture as well as specific facility conceptual SCADA system architectures. The SCADA system architecture will define the major system components, including redundancy requirements, servers, workstations, PLCs, network equipment, and communications medium and equipment. Control Strategies — Design -Builder will develop high level process control philosophies for the SCADA system. The intent is to define the monitoring, controls and data acquisition requirements in order to develop the GMP. Advancement of the control strategies from a high-level philosophy to a detailed process control description for each facility and associated equipment will occur during Phase 2 and 3. The detailed process control descriptions will be used as the basis for SCADA system programming Page 3 of 9 SCADA DB — Exhibit A and configuration. Software Standards Review — With the release of newer versions of GE iFix SCADA software and new functionality available, Design -Builder will coordinate with City to define the direction and general modifications to the existing software programming standards developed under the Reflection Bay project. The intent is to define the requirements for developing new software objects, system configuration and other system enhancements in order to develop the GMP. Development and update of the software programming standards will occur during Phase 2 and 3. 1.3.2 Conceptual Design Report Design -Builder prepare a Conceptual Design Report (CDR) that will incorporate the items from the Site Investigations and Conceptual Design Development tasks and present proposed plans and design criteria for the SCADA system improvements. The CDR will include City- wide conceptual SCADA system architecture drawings, facility specific conceptual SCADA system architectural drawings, recommended improvements at each facility, including equipment hardware and software. Meetings: ■ Workshop 1— Operational and Function Requirements. A workshop will be conducted with City operations and management to review how the City operators currently use the system and review how equipment is monitored and controlled. We will also discuss how the SCADA system will function and the overall requirements of the system moving forward, including redundancy, cyber security, reporting, communications, and alarm management. The results of these workshops will be used for the conceptual design development phase. Workshop will be approximately four hours. ■ Workshop 2 — CDR Review Meeting. A review meeting with City staff will be conducted for the Conceptual Design Report. This meeting will be held approximately two weeks following submittal of the draft Report to provide time for City review. The review meeting will be approximately four hours. Following their review, City staff will provide written comments to Design -Builder. Design -Builder will provide written responses to the City's comments. Deliverables: ■ Draft and Final Conceptual Design Report (CDR) in electronic format. ■ Workshop agenda, workshop meeting note summary, CDR review comment response memorandum. Assumptions: ■ Scope of work does not include a formal evaluation process for selecting alternatives PLC or IB41 manufacturers. ■ Scope of work does not include any field radio path studies. 1.4 GMP Development and Implementation Planning 1.4.1 GMP Development ■ Cost Model. The Design -Builder shall develop a cost model for the Project inclusive of Phase 2 and Phase 3. The intent of cost model development and review is to have the City and the Design -Builder agree on the format for presenting cost estimates that will be used consistently throughout the Project, so that the City can easily track the evolution of estimated costs through successive cost estimate submittals. ■ The Design -Builder shall develop and maintain a cost model for the Project that is updated in an "Open Book" format such that all costing details are transparent and openly shared with the City. Costs shall be broken down to show labor classification and hours, material, equipment and any subcontract costs for each item. All contingency and escalation factors shall be identified. Contingencies shall be based on probabilistic assessment of risks and risk costs for the Project. The cost model shall include both cost Page 4 of 9 SCADA DB — Exhibit A details, and a section for summary costs of major cost categories, markups, and contingencies. Cost Estimates. The Design -Builder shall use the cost model for developing cost estimates. Cost estimates will be progressively developed and refined, allowing the City to modify priorities and requirements, if necessary, based on the overall budget. Design - Builder shall develop and submit Project cost estimate with draft CDR and with final CDR. The Design -Builder will develop cost estimates in a transparent and open -book manner concurrent with design development to create an acceptable cost (including contingency) to which the Design -Builder's proposed fee and other fixed allocations or allowances will be added. Cost estimates shall be in the form of a GMP, in accordance with the requirements of the Design -Build Agreement. Each estimate shall include a log of additive or deductive changes from the previous cost estimate submission, with a description of the basis for changes (e.g., design changes, updated quotes, revised contingencies, etc.). Phase 2 and Phase 3 Amendment Pricing. After approval of CDR, Design -Builder will submit GMP for Phase 2 and Phase 3 based on approved CDR. 1.4.2 Implementation Planning Design -Builder will develop an implementation plan to define the phasing schedule based on the Conceptual Design Report, GMP, City priorities, budget availability constraints, fiber optic installation plan, and concurrent and future construction projects. Deliverables: ■ Cost model ■ Cost estimates with Draft and Final CDR ■ Phase 2 and Phase 3 Amendment Pricing ■ Draft and Final Implementation Plan Schedule Assumptions: ■ Cost model and estimates will be reviewed by City in 1 week ■ Phase 2 and Phase 3 Amendment will be approved within 2 months of approved submittal ADDITIONAL PHASE 1 SERVICES These items are not part of the Base Phase 1 services and will begin only upon written authorization from the City. A.1 Troubleshooting SCADA Issues Design -Builder will troubleshoot SCADA hardware, software and communication issues with existing system to develop recommended corrective actions. A.2 Field Path Radio Survey Design -Builder will perform a field radio path survey to establish viability and design requirements for defined radio path segments. 2.0 Time and Schedule. The time periods for the performance of Designer/Builder's services and work are as follows: Phase 1 Schedule See Exhibit C Phase 2 Schedule Schedule will be provided with Phase 2 proposal. Page 5 of 9 SCADA DB — Exhibit A Phase 3 Schedule Schedule will be provided with Phase 3 proposal. 3.0 Compensation and Invoicing. Compensation for services and work of Designer/Builder described in this Exhibit will be on the following basis: 3.1 Owner shall pay Designer/Builder the sum of Three Hundred Nineteen Thousand Seven Hundred Fifty Dollars ($319,750.00) for the Phase 1 Services, subject to adjustments made in accordance with Contract. Unless otherwise provided in the Contract Documents, the Phase 1 Services compensation is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal Requirements. 3.2 For Phase 2 and Phase 3 Services, Owner shall pay Designer/Builder a contract price ("Contract Price") equal to the Designer/Builder's Fee (as defined below) plus the Cost of the Work (as defined below), subject to any GMP established in hereof or as set forth in the Contract Price Amendment and any adjustments made in accordance with the Contract. 3.3 The Owner agrees to pay the Designer/Builder in current funds as compensation for its work and services a Designer/Builder's fee as follows: 3.3.1 Designer/Builder's Equipment, Subcontractor, and Other Direct Cost Mark-up Fee shall be Twelve percent (12%) of the Cost of the Work. 3.3.2 Designer/Builder's hourly rates as proposed will be utilized to develop the Phase 2 & 3 GMP 3.4 For Changes in the Work, the Designer/Builder shall be reimbursed for the Cost of the Work, plus Designer/Builder's Equipment, Subcontractor, and Other Direct Cost Mark-up fee which shall be adjusted as follows: 3.4.1 For additive Change Orders, including additive Change Orders arising from both additive and deductive items, it is agreed that Designer/Builder shall receive an Equipment, Subcontractor, and Other Direct Cost Mark-up Fee of twelve percent (12 %) for that Change Order that includes equipment, subcontractor, and other direct cost and utilizing the hourly rates as proposed. 3.5 The Guaranteed Maximum Price (Phase 2 & 3 GMP to be determined during Phase 1). 3.5.1 Designer/Builder guarantees that it shall not exceed the GMP of Dollars ($� Documents used as a basis for the GMP shall be identified in the Contract Price Amendment to this Agreement. Designer/Builder does not guarantee any specific line item provided as part of the GMP, and has the sole discretion to apply payment due to overruns in one line item to savings due to undemms in any other line item. Designer/Builder agrees, however, that it will be responsible for paying all costs of completing the Work which exceed the GMP, as adjusted in accordance with the Contract Documents. 3.5.2 The GMP includes a Contingency in the amount of Dollars($_) which is available for Designer/Builder's exclusive use for unanticipated costs it has incurred that are not the basis for a Change Order under the Contract Documents. By way of example, and not as a limitation, such costs may include: (a) trade buy-out differentials; (b) overtime or acceleration; (c) escalation of materials; (d) correction of defective, damaged or nonconforming Work, design errors or omissions, however caused; (e) Subcontractor Page 6 of 9 SCADA DB — Exhibit A defaults; or (f) those events that result in an extension of the Contract Time but do not result in an increase in the Contract Price. The Contingency is not available to Owner for any reason, including changes in scope or any other item which would enable Designer/Builder to increase the GMP under the Contract Documents. Designer/Builder shall provide Owner notice of all anticipated charges against the Contingency, and shall provide Owner as part of the monthly status report an accounting of the Contingency, including all reasonably foreseen uses or potential uses of the Contingency in the upcoming three (3) months. Designer/Builder agrees that with respect to any expenditure from the Contingency relating to a Subcontractor default or an event for which insurance or bond may provide reimbursement, Designer/Builder will in good faith exercise reasonable steps to obtain performance from the Subcontractor and/or recovery from any surety or insurance company. Designer/Builder agrees that if Designer/Builder is subsequently reimbursed for said costs, then said recovery will be credited back to the Contingency. 3.6 Allowance Items and Allowance Values. 3.6.1 Any and all Allowance Items, as well as their corresponding Allowance Values, are set forth in the Contract Price Amendment or the Proposal. 3.6.2 Designer/Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Items. Designer/Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to constitute a guarantee by Designer/Builder that the Allowance Item in question can be performed for the Allowance Value. 3.6.3 No work shall be performed on any Allowance Item without Designer/Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Designer/Builder is not provided written authorization to proceed by the date set forth in the Project schedule, due to no fault of Designer/Builder, Designer/Builder may be entitled to an adjustment of the Contract Time(s) and Contract Price. 3.6.4 Fee shall be applied to the Cost of the Work for any and all Allowance Items. 3.6.5 Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect the difference between actual costs incurred by Designer/Builder for the particular Allowance Item and the Allowance Value. 3.7 Cost of the Work. The term Cost of the Work shall mean costs necessarily incurred in the proper performance of the Work and paid by the Designer/Builder. Such costs shall be at rates not higher than the standard paid in the locality of the Work except with prior consent of the Owner, and shall include the items set forth below. 3.7.1 Costs incurred by Design -Builder for employee or personnel wages or salaries, bonuses, benefits, premiums, taxes, insurance, contributions and assessments required by law, collective bargaining agreements, or which are customarily paid by Design -Builder. Labor categories and rates are set forth in Exhibit B. 3.7.2 The portion of reasonable travel and subsistence expenses of the Designer/Builder or of his officers or employees incurred while traveling in discharge of duties connected with the Work. Page 7 of 9 SCADA DB — Exhibit A 3.7.3 Cost of all materials, supplies and equipment incorporated in the Work, including costs of transportation thereof. 3.7.4 Payments made by the Designer/Builder to Subcontractors for Work performed pursuant to Subcontracts under this Agreement including any insurance and bond premiums. 3.7.5 Cost, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost less salvage value on such items used but not consumed which remain the property of the Designer/Builder. 3.7.6 Rental charges of all necessary machinery and equipment, exclusive of hand tools, used at the site of the Work, whether rented from the Designer/Builder or others, including installation, minor repairs and replacements, dismantling, removal, transportation and delivery costs thereof, at rental charges consistent with those prevailing in the area. 3.7.7 Cost of premiums and deductibles for all bonds and insurance which the Designer/Builder is required by the terms of this Agreement to purchase and maintain. 3.7.8 Sales, use or similar taxes related to the Work and for which the Designer/Builder is liable imposed by any governmental authority. 3.7.9 Permit fees, royalties, damages for infringement of patents and costs of defending suits therefor, and deposits lost for causes other than the DesignerBuilder's negligence. 3.7.10 Losses and expenses, not compensated by insurance or otherwise, sustained by the Designer/Builder in connection with the Work, provided they have resulted from causes other than the fault or neglect of the Designer/Builder. Such losses shall include settlements made with the written consent and approval of the Owner. No such losses and expenses shall be included in the Cost of this Work for the purpose of determining the Designer/Builder's Fee. If, however, such loss requires reconstruction and the Designer/Builder is placed in charge thereof, he shall be paid for his services a Fee proportionate to that stated in Paragraph 3.2. 3.7.11 Costs incurred by Designer/Builder in repairing or correcting defective, damaged or nonconforming Work (including any warranty or corrective Work performed after Substantial Completion), provided that such Work was beyond the reasonable control of Designer/Builder, or caused by the ordinary mistakes or inadvertence, and not the negligence, of Designer/Builder or those working by or through Designer/Builder. If the costs associated with such Work are recoverable from insurance, Subcontractors or Design Consultants, Designer/Builder shall exercise best efforts to obtain recovery from the appropriate source and provide a credit to Owner if recovery is obtained. 3.7.12 Minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage, and similar petty cash items in connection with the Work. 3.7.13 Cost of removal of all debris. 3.7.14 Costs incurred due to an emergency affecting the safety of persons and property, including costs incurred in preventing damage, injury, or loss in case of an emergency affecting the safety of persons and property. 3.7.15 Other costs incurred in the proper performance of the Work incurred and/or paid by the Designer/Builder. Page 8 of 9 SCADA DB — Exhibit A 3.8 Discounts, Rebates and Refunds. All cash discounts shall accrue to the Designer/Builder unless the Owner deposits funds with the Designer/Builder with which to make payments, in which case the cash discounts shall accrue to the Owner. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment shall accrue to the Owner, and the Designer/Builder shall make provisions so that they can be secured. 3.9 Accounting Records. The Designer/Builder shall check all materials, equipment and labor entering into the Work and shall keep such full and detailed accounts as may be necessary for proper financial management under this Agreement, and the system shall be satisfactory to the Owner. The Owner shall be afforded access to the Designer/Builder's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to this Agreement, and the Designer/Builder shall preserve all such records for a period of one year, or for such longer period as may be required by law, after completion of the Work. 3.10 Applications for Payment. The Designer/Builder shall, at least ten (10) days before each payment falls due, deliver to the Owner an itemized statement, showing all moneys paid out or costs incurred by it on account of the Cost of the Work during the previous month for which he is to be reimbursed under Article 5 and the amount of the Designer/Builder's Fee due as provided in Paragraphs 3.3, together with payrolls for all labor and such other data supporting the Designer/Builder's right to payment for Subcontracts or materials as the Owner may reasonably require. 3.11 The Owner will promptly review the Designer/Builder's Applications for Payment. The amount of such Applications shall be payable by the Owner not later than the last day of each month. 3.12 If Designer/Builder's Fee under Section 3.4 hereof is a fixed amount, the amount of Designer/Builder's Fee to be included in Designer/Builder's monthly Application for Payment and paid by Owner shall be proportional to the percentage of the Work completed, less payments previously made on account of Designer/Builder's Fee. 3.13 Retainage on Progress Payments. 3.13.1 Owner will retain Five percent (5%) of each Application for Payment provided. Owner will also reasonably consider reducing retainage for Subcontractors completing their work early in the Project. Retainage is not applicable to Phase I services. 3.14 Final payment, constituting the entire unpaid balance of the Cost of the Work and of the Designer/Builder's Fee, shall be paid by the Owner to the Designer/Builder within ninety (90) days after Substantial Completion of the Work, provided the Work has been completed and the Contract performed. 4.0 Terms and Conditions. The terms and conditions of the Agreement referred to above shall apply to this Exhibit except to the extent expressly modified by this Exhibit. In the event of any such modification, the modification shall be set forth below and the Section of the Agreement to be modified shall be specifically referenced. 5.0 Terms and Provisions in Conflict. If the provisions set forth in the Agreement are in conflict with the provisions set forth in this Exhibit, the provisions of this Agreement shall govern. Page 9 of 9 SCADA DB — Exhibit A Exhibit B Exhibit B Design Services and Fees Identify any and all costs that will be billed for services during the design services phase for the project as a lump sum amount. The fees shall include any design, cost estimating, management fees and other costs that will be incurred during this phase. The project budget shall be the basis of the matrix. Schematic Review and Development Phase: $120,000 Design Development Phase: $121,750 GMP/Phase Negotiations: $ 78,000 PHASE ONE - SYSTEM EVALUATION/DESIGN CRITERIA The Design Builder will be responsible to evaluate the system and prepare a recommended overview of the system based upon the evaluation, operability and future of the new SCADA system. The final SCADA system overview and programming document will be utilized for the complete water and wastewater infrastructure and will be reviewed and approved in writing by the City before implementation. This will be a Lump Sum Phase. Dollars: $ 319,750 CM�i1tiQUALIFICATIONS �Design/Build Services for Supervisory Control and Data Acquisition Project, Port2 � � Exhibit B Construction and Integration Phase Fees Matrix Exhibit B The Design Builder will provide the hourly rates that would be the basis of negotiations for the development of the GMP for the integration and implementation of the SCADA System. These hourly rates for the position will be compared to the estimated City's hourly rates for the proposed positions. The Design Builder will provide the proposed fee as a percentage cost for mark-up of all equipment purchased for the project. PHASE TWO — INTEGRATION AND IMPLEMENTATION Provide Hourly Rates for proposed staff positions Personnel (factor used for base rate mark-up) Equipment Mark-up Fee Attached See attached (next page) Factor Engineering: 3.0 Construction: 2.0 Percentage 12% CDM Smith QUALIFICATIONS I Design/Build Services for Supervisory Control and Data Acquisition Project, 2*1.00 00 Exhibit B Hourly Rates for Proposed Staff Positions CDM CDM SMITH / CDM SMITH CONSTRUCTORS INC. Smith LABOR RATE TABLES Engineering Position Billing Rate Project Manager $275.00 Engineer Level 8 $240.00 Engineer Level 7 $220.00 Engineer Level 5 / 6 $190.00 Engineer Level 3 /4 $165.00 Engineer Level 1 / 2 $150.00 Sr. Designer/ Drafter $180.00 Designer/ Drafter $135.00 Staff Support $125.00 Administrator $105.00 Position Billing Rate Area Manager $175.00 Safety Manager $155.00 Quality Manager $145.00 Integration Manager $145.00 Integrator $125.00 Project Assistant II $110.00 Project Assistant 1 $75.00 Cost Estimator $150.00 Area Assistant $110.00 Purchasing Manager $110.00 Superintendent $95.00 Technician II $90.00 Technician 1 $80.00 Shop Assistant $70.00 Notes 2020 Straight Time Billing Rates for Engineering and Construction (overtime not included). Rates will be escalated 3916' each year on January I st. CDM. Smith QUALIFICATIONS I Design/Build Services for Supervisory Control and Data Acquisition Project PortA600 PRIME �WomloL4 Position Exhibit B Notes PRIME CONTROLS 2020 Straight Time Billing Rates for Engineering and LABOR RATE TABLES Construction (overtime not included). Rates will be escalated 3% each year on January 1st. Prime Controls Straight Time Rate CDM Smith Mark-up (129,66) Straight Time Billing Rate Account Manager $198.00 $23.76 $221.76 Project Manager $149.00 $17.88 $166.88 Assistant Project Manager $104.00 $12.48 $116.48 Project Coordinator $88.00 $10.56 $98.56 Purchasing Coordinator $81.00 $9.72 $90.72 Safety Specialist $81.00 $9.72 $90.72 Office - Administrative $63.00 $7.56 $70.56 Senior Project Engineer $180.00 $21.60 $201.60 Project Engineer $140.00 $16.80 $156.80 Senior Automation Specialist $158.00 $18.96 $176.96 Automation Specialist II $117.00 $14.04 $131.04 Automation Specialist 1 $99.00 $11.88 $110.88 Automation Technician $95.00 $11.40 $106.40 Senior Designer $108.00 $12.96 $120.96 Designer $87.00 $10.44 $97.44 CAD Drafter $68.00 $8.16 $76.16 ICS Network Specialist $113.00 $13.56 $126.56 IT Specialist $86.00 $10.32 $96.32 Documentation Specialist $63.00 $7.56 $70.56 Position Prime Controls Straight Time Rate CDM Smith Mark-up (12966) Billing Rate Construction Manager $117.00 $14.04 $131.04 Superintendent $95.00 $11.40 $106.40 I&C Supervisor $99.00 $11.88 $110.88 Technician II $90.00 $10.80 $100.80 Technician 1 $81.00 $9.72 $90.72 Electrical JIW $81.00 $9.72 $90.72 Electrical Helper $59.00 $7.08 $66.08 Installer $72.00 $8.64 $80.64 On -Site Safety Manager $95.00 $11.40 $106.40 On -Site Quality Manager $95.00 $11.40 $106.40 Production Management $88.00 $10.56 $98.56 Production Associate II $72.00 $8.64 $80.64 Production Associate 1 $54.00 $6.48 $60.48 Panel Shop Helper $54.00 $6.48 $60.48 Quality Technician $90.00 $10.80 $100.80 ATMI to Smith QUALIFICATIONS I Design/Build Services for Supervisory Control and Data Acquisition Project, Part 21.00 EXHIBIT C Schedule - Phase 1 Acli✓ry ID nAMly Name Owelion star Fm¢n 2020 Jul Aug Sep Oct Nov Dec Mill A1aao Notice To Prooeee o 01 Jul 20 AI010 101miftfPCOMWonanop 0 IJJul 20 t A1020 Delta Coleman mtl She lnveellgatbn 1Conce 43 14Jul -20 11 "Op 20 , A1030 IDel Devebprtrenl 43 24Aug20 30-Cel-20 A1040 IGMP development and lmplemenlatpn Planning 22 02-Nov-20 09 D 20 Foraasl WOA DW Data 01-JWM Cxkal WOM Pye loll �'!•ah City Pearland SCADA Project o o Mlleabn. smith ® l ll of En«1 Exhibit C EXHIBIT D Project Site Layout 'T n v . ss I... ,� �., e., t n, 1 I n is �s of Its 9 `€..., [f/ If �� yew' ER I., 7^.�l i j LS JfW11,9. ©� 1 �HECIIS r l ''>r�[ sN ,.. ILS I I ',.AS Y OF EARLAND CADA _ - r P �µ "� '_ ' t.�O ♦ - water Plant Lift Station City Limits WW�P ETJ ., EXHIBIT E Insurance Certificate ,4 o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/04/2020 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk services Northeast, Inc. Boston MA Office CONTACT NAME: No. Ext): (866) 283-7122 800-363-0105 -A/C. E-MAIL ADDRESS: S3 state street suite 2201 INSURER(S) AFFORDING COVERAGE NAIC # Boston MA 02109 USA INSURED INSURER A: LM Insurance Corporation 33600 CDM Constructors Inc 555 17th street, suite 500 Denver CO 80202 USA INSURER B: Liberty Insurance Corporation 42404 INSURER C: Liberty Mutual Fire Ins Co 23035 INSURER D: Lloyd's syndicate No. 2623 AA1128623 INSURER E: Commerce & Industry Ins Co 19410 INSURER F: COVERAGES CERTIFICATE NUMBER: 570082032462 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DDIYYYY) (MMIDDIYYYYI LIMITS B X COMMERCIAL GENERAL LIABILITY TB76llBbTbZbU4U 1/01/ZUZU U'IU'IZUZ' EACH OCCURRENCE $2,000,000 CLAIMS-MADEX❑ OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY EPRO [X LOC JECT PRODUCTS - COMP/OPAGG $4,000,000 OTHER: C AUTOMOBILE LIABILITY AS2-611-B8T8Z6-060 01/01/2020 01/01/2021 COMBINED SINGLE LIMIT $2,000,000 Ea accident BODILY INJURY ( Per person) ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HI RED AUTOS NON -OWNED ONLY AUTOS ONLY PROPERTYDAMAGE Per accident .1 Comp ded - $1000 X Coll ded - $1000 UMBRELLA LIAB OCCUR EACH OCCURRENCE AGGREGATE EXCESS LIAB CLAIMS -MADE DED I RETENTION A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBEREXCLUDED? Fq (Mandatory in NH) N/A WA561DB8T8Z6010 AOS WC5611B8T8Z6020 WI 01/01/2020 01/01/2020 01/01/2021 01/01/2021 X I PER STATUTE I 107H - ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: City of Pearland D/B SCADA project. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Pearland AUTHORIZED REPRESENTATIVE Robert Upton, Director of Engineering & Capital Projects 2559 Hillhouse � Pearland Tx 77584 USA Its�ted ssa ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD cV v Cl) C-4 0 n AGENCY CUSTOMER ID: 10518329 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY Aon Risk Services Northeast, Inc. NAMED INSURED CDM Constructors Inc POLICY NUMBER see Certificate Number: 570082032462 CARRIER See Certificate Number: 570082032462 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER SUBR W VD INSURER POLICY EFFECTIVE DATE (MM/DD(YYYY) INSURER LIMITS INSURER WORKERS COMPENSATION ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. iNSR LTR TYPE OF INSURANCE ADDL INSD SUBR W VD POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD(YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) LIMITS WORKERS COMPENSATION B N/A WA761DB8T8z6030 MA & PR 01/01/2020 01/01/2021 OTHER D Archit&Eng Prof PSDEF2000033 Professional/Claims Made 01/01/2020 01/01/2021 Each Claim $5,000,000 Aggregate $5,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10518329 LOC #: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Northeast, Inc. NAMED INSURED CDM Constructors Inc POLICY NUMBER see Certificate Number: 570082032462 CARRIER see Certificate Number: 570082032462 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Professional Liab Policy # PSDEF2000033 Beazley (syndicates 2623/0623) - 37.5% BRIT (syndicate 2987) - 31.25% Ms Amlin (syndicate 2001) - 12.5% Munitus (syndicate 4242) - 12.5% Re/Rn (syndicate 1458) - 6.25% ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number TB7-611-B8T8Z6-040 Issued by LIBERTY INSURANCE CORPORATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY — UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / Email Address or mailing address: Number Days Notice: Organization(s): A Schedule of each person or 30 Organization provided to us by the First Named Insured within 15 days of written cancellation notice received by the First Named Insured for any reason other than nonpayment of premium As Required by Written Contract A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 01 05 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-611-B8T8Z6-060 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY — UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / Organ izations : Email Address or mailing address: Number Days Notice: Blanket - as required by written contract 30 A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 01 05 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. SCHEDULE Name of Other Person(s) / Email Address or mailing address: Number Days Notice: Organization(s): Per Schedule on file with Broker Per Schedule on file with Broker 30 All other terms and conditions of this policy remain unchanged. Issued by LM Insurance Corporation For attachment to Policy No. WA5-61 D-B8T8Z6-010 Effective Date: 1/1/2020 Premium $ Issued to CDM Smith Inc. WM 90 18 06 11 © 2011 Liberty Mutual Group of Companies Page 1 of 1 Ed. 06/01/2011 All Rights Reserved