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R-2015-142 2015-10-26RESOLUTION NO. R2015-142 A Resolution of the City Council of the City of Pearland, Texas, authorizing a contract for construction management, construction inspection and material testing services with HDR, Inc., in the amount of $1,182,057.30 for services associated with the Bailey Road Expansion Project. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for construction management, construction inspection and materials testing services, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for construction management. construction inspection and materials testing services associated with the Bailey Road Expansion Project. PASSED, APPROVED and ADOPTED this the 26"' day of October, A.D. 2015. ATTEST. APPROVED AS TO FORM: Q DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR Contract No. CONTRACT FOR ENGINEERING SERVICES THE STATE OF TEXAS §§ COUNTY OF HARRIS §§ Resolution No. 2015-142 Exhibit "A" THIS CONTRACT FOR ENGINEERING SERVICES is made by and between the City of Pearland, 3519 Liberty Drive, Pearland, Texas 77581, hereinafter called "City," and HDR Engineering, Inc. 4635 Southwest Freeway, Suite 1000, Houston, TX 77027, hereinafter called "Engineer," for the purpose of contracting for engineering services. WITNESSETH WHEREAS, Government Code, Chapter 2254, Subchapter A, "Professional Services Procurement Act," provides for the procurement of engineering services; and WHEREAS, the City desires to contract for engineering services generally described as Bailey Road from approximately 1700 If West of FM 1128 to Veterans Drive; and, WHEREAS, the City has selected the Engineer to provide the needed services and the Engineer has agreed to provide the services subject to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the City and the Engineer do hereby mutually agree as follows. ARTICLE 1. SCOPE OF SERVICES. The City and the Engineer will furnish items and perform those services for fulfillment of the contract as identified in Attachment B, Services to be Provided by the City and Attachment C, Services to be Provided by the Engineer. All services provided by the Engineer will conform to standard engineering practices and applicable rules and regulations of the Texas Engineering Practices Act and the rules of the Texas Board of Professional Engineers. ARTICLE 2. CONTRACT PERIOD. This contract becomes effective when fully executed by all parties, and it will terminate on completion of all obligations by all parties. Any work performed or cost incurred before or after the contract period will be ineligible for reimbursement. ARTICLE 3. COMPENSATION. A. Maximum Amount Payable. The maximum amount payable under this contract without modification is shown in Attachment E, Anticipated Maximum Fee. All payments are contingent on the availability of appropriated funds. B. Notice to Proceed. The Engineer may not begin work under this contract until authorized in writing by the City to proceed as provided in Attachment A, General Provision, Article 2, Notice to Proceed. Page 1 of 4 Contract No. C. Basis of Payment. The basis of payment is identified in Attachment E, Anticipated Maximum Fee. Reimbursement of costs will be made in accordance with Attachment E, Anticipated Maximum Fee. D. Reimbursement of Eligible Costs. To be eligible for reimbursement, the Engineer's costs must (1) be incurred in accordance with the terms of Attachment C, Services to Be Provided by Engineer; (2) be in accordance with Attachment E, Anticipated Maximum Fee; and (3) comply with cost principles set forth at 48 CFR Part 31, Federal Acquisition Regulation (FAR 31). Satisfactory progress of work will be maintained as a condition of payment. E. Engineer Payment of Subproviders. No later than ten (10) days after receiving payment from the City, the Engineer shall pay all subproviders for work satisfactorily performed under a subcontract authorized by this contract. The City may withhold all payments that have or may become due if the Engineer fails to comply with the ten-day payment requirement. The City may also suspend the work under this contract subproviders are paid. This requirement also applies to all lower tier subproviders, and this provision must be incorporated into all subcontracts. ARTICLE 4. PAYMENT REQUIREMENTS A. Monthly Billing Statements. The Engineer may request reimbursement of costs incurred by submitting the original and one copy of an itemized billing statement in a form acceptable to the City. The Engineer is authorized to submit requests for reimbursement no more frequently than monthly and no later than 90 days after costs are incurred. B. Billing Statement. The billing statement will show the total amount earned to the date of submission, and the amount due and payable as of the date of the current billing statement. The Engineer's billing statement will indicate if the work has been completed or if the billing is for partial completion of the work at the cost set forth in Attachment E, Anticipated Maximum Fee. For cost plus fixed fee contracts, any portion of the fixed fee not previously paid will be included in the fmal payment unless the contract is terminated before the work is completed. In that case, the fixed fee will be paid in portion to the percentage of work completed. C. Overhead Rates. The Engineer will use the provisional overhead rate indicated in Attachment E, Anticipated Maximum Fee. If a periodic escalation of the provisional overhead rate is specified in Attachment E, the effective date of the revised provisional overhead rate must be included. For lump sum contracts, the overhead rate remains unchanged for the entire contract period. D. Thirty Day Payments. Upon receipt of a billing statement that complies with all requirements set forth in this Article, the City will make a good faith effort to pay the amount which is due and payable within thirty days. E. Withholding Payments. The City reserves the right to withhold payment of the Engineer's billing statement in the event of any of the following: (1) If a dispute over the work or cost of the work is not resolved within the 30 day period; (2) pending verification of satisfactory work performed; (3) the Engineer becomes a delinquent obligor as set forth in Section 231.006 of the Family Code; (4) required reports are not received; or (5) the Texas Comptroller of Public Accounts will not issue a warrant to the Engineer. In the event that payment is withheld, the City will notify the Engineer and give a remedy that would allow the City to release the payment. Page 2 of 4 Contract No. F. Required Reports. The Engineer will submit a separate report with each billing statement showing the percent of the work accomplished during the billing period and the percent completion to date, and any additional written report requested by the City to document the progress of the work. In addition, the Engineer will provide all required forms that the City will be required to submit to the Texas Department of Transportation for reimbursement. H. Debt to the State. If the State Comptroller of Public Accounts is prohibited from issuing a warrant to the Engineer because of debt owed to the City, the City will apply all payment due the Engineer to the debt or delinquent tax until the debt or delinquent tax is paid in full. ARTICLE 5. SIGNATORYREPRESENTATION. The undersigned signatory for the Engineer hereby represents that he or she is an officer of the organization for which he or she has executed this contract and that he or she has full and complete authority to enter into this contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing the City to enter into this contract. ARTICLE 6. NOTICES. All notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to such party at the following addresses: City: City of Pearland 3519 Liberty Drive Pearland, Texas 77581 Engineer: HDR Engineering, Inc. 4635 Southwest Freeway Suite 1000 Houston, TX 770027 Attn: Edwin Rydell, P.E. All notices will be deemed given on the date the notice is delivered or deposited in the mail, unless otherwise provided under this contract. A party to this contract may change the above address by sending written notice of the change to the other party. Either party may require that all notices be delivered personally or by certified U.S. mail by sending written notice of the requirement to the other party. ARTICLE 7. INCORPORATION OF PROVISIONS. Attachments A through G are attached to and incorporated into this contract. Page 3 of 4 Contract No. IN WITNESS WHEREOF, the Engineer and the City have executed these presents in duplicate counterparts. THE ENGINEER: HDR ENGINEERING, INC. Signature of Authorized Representative of the Firm October 12, 2015 Date CITY OF PEARLAND, TEXAS Executed for the purpose and effect of activating and/or carrying out the orders, established policies or work programs approved and authorized by the City. Page 4 of 4 Contract No. ikttachments to Contract for Engineering Services Attached and Incorporated into the Contract by Reference Attachments Title A General Provisions B Services to Be Provided by the City and State C Services to Be Provided by the Engineer D Anticipated Schedule E Anticipated Maximum Fee F Insurance for Designated Professional Service Contracts G Documents and Information Exchange H Overview Map Page 1 of 1 Contract No. ATTACHMENT A GENERAL PROVISIONS INDEX TO PROVISIONS Article Title 1 Work Schedule 2 Notice to Proceed 3 Progress 4 Suspension of Work 5 Additional Work 6 Changes in Work 7 Supplemental Agreements 8 Ownership of Data 9 Public Information 10 Personnel, Equipment and Material 11 Not Applicable 12 Subcontracting 13 Inspection of Work 14 Submission of Reports 15 Violation of Contract Terms 16 Termination 17 Compliance with Laws 18 Indemnification 19 Engineer's Responsibility 20 Noncollusion 21 Insurances 22 Gratuities 23 DBE/HUB Requirements 24 Maintenance, Retention and Audit of Records 25 Not Applicable 26 Civil Rights Compliance 27 Patent Rights 28 Computer Graphics Files 29 Child Support Statement 30 Disputes 31 Successors and Assigns 32 Severability 33 Prior Contracts Superseded Conflict of Interest 34 Page 1 of 1 Contract No. ATTACHMENT A GENERAL PROVISIONS ARTICLE 1. WORK SCHEDULE A. Work Schedule. The Engineer shall develop a work schedule, attached hereto and labeled Attachment D, Work Schedule, showing how the scope of services under this contract shall be accomplished within the contract period and at the agreed upon cost. B. Changes to Work Schedule. If at any time during the contract period the Engineer determines that the authorized services cannot be completed before the end of the contract period as specified in Article 2 of the contract (Contract Period), the Engineer shall immediately notify the City. The City will evaluate the request, and at its sole discretion may extend the contract period by written supplemental agreement as provided in General Provisions, Article 7, Supplemental Agreements. If the City determines that the contract period will not extend, the Engineer must complete the work within the original contract period. ARTICLE 2. NOTICE TO PROCEED A. Written Notice. The City shall issue a written notice to the Engineer authorizing work to begin. The Engineer shall not proceed with any work authorized in this contract until such notice is received. B. No Cost Incurred. The Engineer shall not undertake work or incur costs under this contract until the written notice to proceed is issued. Any costs incurred by the Engineer prior to the receipt of such notice are not eligible for reimbursement under the contract. ARTICLE 3. PROGRESS A. Progress meetings. The Engineer shall from time to time during the progress of the work confer with the City. The Engineer shall prepare and present such information as may be pertinent and necessary or as may be requested by the City in order to evaluate features of the work. B. Conferences. At the request of the City or the Engineer, conferences shall be provided at the Engineer's office, the office of the City, or at other locations designated by the City. These conferences shall also include evaluation of the Engineer's services and work when requested by the City. C. Inspections. If federal funds are used to reimburse costs incurred under this contract, the work and all reimbursements will be subject to periodic review by the U.S. Department of Transportation. D. Reports. The Engineer shall promptly advise the City in writing of events that have a significant impact upon the progress of the work, including: 1. problems, delays, adverse conditions that will materially affect the ability to meet the time schedules and goals, or preclude the attainment of project work units by established time periods; this disclosure will be accompanied by statement of the action taken or contemplated, and any State or federal assistance needed to resolve the situation; and 2. favorable developments or events that enable meeting the work schedule goals sooner than anticipated. Page 1 of 10 Attachment A Contract No. E. Corrective Action. Should the City determine that the progress of work does not satisfy the milestone schedule set forth in Attachment D, Work Schedule, the City shall review the work schedule with the Engineer to determine the nature of corrective action needed. ARTICLE 4. SUSPENSION OF WORK A. Notice. Should the City desire to suspend the work but not terminate the contract, the City may verbally notify the Engineer followed by written confirmation, giving thirty (30) days notice. Both parties may waive the thirty -day notice in writing. B. Reinstatement. The work may be reinstated and resumed in full force and effect within sixty (60) business days of receipt of written notice from the City to resume the work. Both parties may waive the sixty-day notice in writing. C. Contract Period Not Affected. I the City suspends the work, the contract period as determined in Article 2 of the contract (Contract Period) is not affected, and the contract will terminate on the date specified unless the contract is amended to authorize additional time. D. Limitations of Liability. The City assumes no liability for work performed or costs incurred prior to the date authorized by the City to begin work, during periods when work is suspended or after the completion date of the contract. ARTICLE 5. ADDITIONAL WORK A. Notice. If the Engineer is of the opinion that any assigned work is beyond the scope of this contract and constitutes additional work, it shall promptly notify the City in writing, presenting the facts and showing how the work constitutes additional work. B. Supplemental Agreement. If the City fmds that the work does constitute additional work, the City shall so advise the Engineer and a written supplemental agreement will be executed as provided in Article 7, Supplemental Agreements, of these General Provisions. If performance of the additional work will cause the maximum amount payable under this contract to be exceeded, the Engineer shall not perform any proposed additional work or incur any additional costs prior to the execution of a supplemental agreement. C. Limitations and Liability. The City shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to additional work not directly associated or prior to the execution of a supplemental agreement. ARTICLE 6. CHANGES IN WORK A. Work Previously Submitted as Satisfactory. If the Engineer has submitted work in accordance with the terms of this contract but the City requests changes to the completed work or parts thereof which involve changes to the original scope of services or character of work under the contract, the Engineer shall make such revisions as requested and as directed by the City. This will be considered additional work and paid for as specified under Article 5, Additional Work. B. Work Does Not Comply with Contract. If the Engineer submits work that does not comply with the terms of this contract, the City shall instruct the Engineer to make such revisions as are necessary to bring the work into compliance with the contract. No additional compensation shall be paid for this work to the extent due to causes within the Engineer's reasonable control. Page 2 of 10 Attachment A Contract No. C. Errors/Omissions. The Engineer shall make revisions to the work authorized in this contract, which are necessary to correct errors or omissions appearing therein, when required to do so by the City. No additional compensation shall be paid for this work to the extent due to causes within the Engineer's reasonable control. ARTICLE 7. SUPPLEMENTAL AGREEMENTS A. Need. The terms of this contract may be modified if the City determines that there has been an increase or decrease in the duration, scope, or character of the services to be provided. A supplemental agreement will be executed to authorize such increases or decreases. B. Compensation. Additional compensation, if applicable, shall be calculated as set forth in Article 3 of the contract (Compensation). The parties may reevaluate and renegotiate costs at this time. C. When to Execute. Both parties must execute the supplemental agreement within the contract period specified in Article 2 of the contract (Contract Period) ARTICLE 8. OWNERSHIP OF DATA A. . Upon payment of all amounts rightfully owed by Owner to the Engineer for services rendered with respect to the Services provided under this Agreement, all plans, drawings, specifications, elements of design, models, reports, submissions, mock-ups and other documents and materials that are produced by the Engineer as part of its performance of such Services hereunder (hereinafter the "Design Documents"), with the exception of those documents that constitute standard details, specifications, and/or other data and/or materials that are regularly used by the Engineer and/or the professional design industry in the normal course of business, shall be deemed to be the property of Owner. Any reuse or modification of such documents for purposes other than those intended by the Engineer shall be at the Owner's sole risk and without liability to the Engineer. B. Disposition of Documents. All documents prepared by the Engineer and all documents furnished to the Engineer by the City shall be delivered to the City upon request by the City. The Engineer, at its own expense, mayretain copies of such documents or any other data which it has furnished the City under this contract, but further use of the data is subject to permission by the City C. Release of Design Plan. The Engineer (1) will not release any roadway design plan created or collected under the contract except to its subproviders as necessary to complete the contract; (2) shall include a provision in all subcontracts which acknowledges the City's ownership of the design plan and prohibits its use for any use other than the project identified in this contract; and (3) is responsible for any improper use of the design plan by its employees, officers, or subproviders, including costs, damages, or other liability resulting from the improper use. Neither the Engineer nor any subprovider may charge a fee for the portion of the design plan created by the City. ARTICLE 9. PUBLIC INFORMATION The city will comply with Government Code, Chapter 552, the Public Information Act, and 43 Texas Administrative Code §3.10 et seq. in the release of information produced under this contract. Page 3 of 10 Attachment A Contract No. ARTICLE 10. PERSONNEL, EQUIPMENT AND MATERIAL A. Engineer Resources. The Engineer shall furnish and maintain quarters for the performance of all services, in addition to providing adequate and sufficient personnel and equipment to perform the services required under the contract. The Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the services required under this contract, or it will be able to obtain such personnel from sources other than the City. B. Removal of Contractor Employee. All employees of the Engineer assigned to this contract shall have such knowledge and experience as will enable them to perform the duties assigned to them. The City may instruct the Engineer to remove any employee from association with work authorized in this contract if, in the sole opinion of the City, the work of the employee does not comply with the terms of this contract or if the conduct of that employee becomes detrimental to the work. C. Replacement of Key Personnel. The Engineer must notify the City in writing as soon as possible, but no later than three business days after a project manager or other key personnel is removed from association with this contract, giving the reason for removal. D. City Approval of Replacement Personnel. The Engineer may not replace the project manager or key personnel without the prior consent of the City. Such consent shall not be unreasonably withheld. The City must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the City determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the City within forty-five (45) days. ARTICLE 11. NOT APPLICABLE ARTICLE 12. SUBCONTRACTING A. Prior Approval. Neither party shall assign, subcontract, or transfer any portion of professional services related to the work under this contract without prior written approval from the other party. B. HUB Compliance. The Engineer's subcontracting program shall comply with the Disadvantaged/Minority Business Enterprise Program requirements established in 49 CFR Part 26. The Engineer shall make good faith efforts to award subcontracts or supply agreements in at least 20 percent of the value of this contract with Historically Underutilized Businesses. The Engineer shall apprise themselves of the requirements for good faith efforts as found in the aforementioned code, and will comply with them. C. Required Provisions. All subcontracts for professional services shall include the provisions included in Attachment A, General Provisions, and any provisions required by law. The Engineer is authorized to pay subproviders in accordance with the terms of the subcontract, and the basis of payment may differ from the basis of payment by the City to the Engineer. D. Prior Review. Subcontracts for professional services in excess of $25,000 may be reviewed by the City prior to performance of work thereunder. E. Engineer Responsibilities. No subcontract relieves the Engineer of any responsibilities under this contract. Page 4 of 10 Attachment A Contract No. ARTICLE 13. INSPECTION OF WORK A. Review Rights. The City and the U. S. Department of Transportation, when federal funds are involved, and any of their authorized representatives shall have the right at all reasonable times to review or otherwise evaluate the work performed hereunder and the premises in which it is being performed. B. Reasonable Access. If any review or evaluation is made on the premises of the Engineer or a subprovider, the Engineer shall provide and require its subproviders to provide all reasonable facilities and assistance for the safety and convenience of the City or federal representatives in the performance of their duties. ARTICLE 14. SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by the City before a final report is issued. The City's comments on the Engineer's preliminary report must be addressed in the final report. ARTICLE 15. VIOLATION OF CONTRACT TERMS A. Increased Costs. Violation of contract terms, breach of contract, or default by the Engineer shall be grounds for termination of the contract, and any increased or additional cost incurred by the City arising from the Engineer's default, breach of contract or violation of contract terms shall be paid by the Engineer. B. Remedies. This agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative. ARTICLE 16. TERMINATION A. Causes. The contract may be terminated before the stated completion date by any of the following conditions. (1) By mutual agreement and consent, in writing from both parties. (2) By the City by notice in writing to the Engineer as a consequence of failure by the Engineer to perform the services set forth herein in a satisfactory manner and the Engineer fails to cure such cause within a reasonable time as set forth in a written notice. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By the City for reasons of its own, not subject to the mutual consent of the Engineer, by giving thirty business days notice of termination in writing to the Engineer. (5) By the City, if the Engineer violates the provisions of Attachment A, General Provisions Article 22, Gratuities, or Attachment H, Disadvantaged Business Enterprise/Historically Underutilized Business Requirements. (6) By satisfactory completion of all services and obligations described herein. B. Measurement. Should the City terminate this contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to the Engineer. In determining the value of the work performed by the Engineer prior to termination, the City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should the State terminate this contract under paragraph (4) or (5) above, the Engineer shall not incur costs during the thirty -day notice period in excess of the amount incurred during the preceding thirty days. Page 5 of 10 Attachment A Contract No. C. Value of Completed Work. If the Engineer defaults in the performance of this contract or if the City terminates this contract for fault on the part of the Engineer, the City will give consideration to the following when calculating the value of the completed work: (1) the actual costs incurred (not to exceed the rates set forth in Attachment E, Fee Schedule) by the Engineer in performing the work to the date of default; (2) the amount of work required which was satisfactorily completed to date of default; (3) the value of the work which is usable to the City; (4) the cost to the City of employing another firm to complete the required work; (5) the time required to employ another firm to complete the work; and (6) other factors which affect the value to the City of the work performed. D. Calculation of Payments. The City shall use the fee schedule set forth in Attachment E to the contract (Fee Schedule) in determining the value of the work performed up to the time of termination. In the case of partially completed engineering services, eligible costs will be calculated as set forth in Attachment E, Fee Schedule. The sum of the provisional overhead percentage rate during the years in which work was performed shall be used to calculate partial payments. Any portion of the fixed fee not previously paid in the partial payments shall not be included in the final payment. E. Excusable Delays. Except with respect to defaults of subproviders, the Engineer shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure to progress in the performance of the work) if such failure arises out of causes beyond the control and without the default or negligence of the Engineer. Such causes may include, but are not restricted to, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. F. Surviving Requirements. The termination of this contract and payment of an amount in settlement as prescribed above shall extinguish the rights, duties, and obligations of the City and the Engineer under this contract, except for those provisions that establish responsibilities that extend beyond the contract period. G. Payment of Additional Costs. If termination of this contract is due to the failure of the Engineer to fulfill its contract obligations, the City may take over the project and prosecute the work to completion, and the Engineer shall be liable to the City for any additional cost to the City. ARTICLE 17. COMPLIANCE WITH LAWS The Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this contract, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, nondiscrimination, and licensing laws and regulations. When required, the Engineer shall furnish the City with satisfactory proof of its compliance therewith. ARTICLE 18. INDEMNIFICATION A. Errors, Omissions, Negligent Acts. The Engineer shall save harmless the City and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed under this contract to the extentcaused by or result from error, omission, or negligent act of the Engineer or of any person employed by the Engineer. Page 6 of 10 Attachment A Contract No. B. Attorney Fees. The Engineer shall also save harmless the City from any and all expense, including, but not limited to, attorney fees which may be incurred by the City in litigation or otherwise resisting said claim or liabilities which may be imposed on the City as a result of such activities by the Engineer, its agents, or employees. ARTICLE 19. ENGINEER'S RESPONSIBILITY A. Accuracy. The standard of care for all professional engineering, consulting and related services performed or furnished by ENGINEER and its employees under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under the same or similar circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER's services. The Engineer shall be responsible for the accuracy of work and shall promptly make necessary revisions or corrections resulting from its errors, omissions, or negligent acts without compensation. B. Errors and Omissions. The Engineer's Responsibility for all questions arising from design errors or omissions will be determined by the City and all decisions shall be in accordance with the City's "Errors or Omissions Policy" in accordance with 43 Texas Administrative Code §9.389(f). The Engineer will not be relieved of the responsibility for subsequent correction of any such errors or omissions or for clarification of any ambiguities until after the construction phase of the project has been completed. C. Seal. The responsible Engineer shall sign, seal and date all appropriate engineering submissions to the City in accordance with the Texas Engineering Practice Act and the rules of the Texas Board of Professional Engineers. D. Resealing of Documents. Once the work has been sealed and accepted by the City, the City, as the owner, will notify the party to this contract, in writing, of the possibility that a City engineer, as a second engineer, may find it necessary to alter, complete, correct, revise or add to the work. If necessary, the second engineer will affix his seal to any work altered, completed, corrected, revised or added. The second engineer will then become responsible for any alterations, additions or deletions to the original design including any effect or impacts of those changes on the original engineer's design. ARTICLE 20. NONCOLLUSION A. Representation. The Engineer represents that it has not employed or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this contract and that it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. B. Liability. For breach or violation of thisrepresentation, the City shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or compensation, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. ARTICLE 21. INSURANCE The Engineer certifies that it has insurance on file with the City in the amount specified in Attachment F. No other proof of insurance is acceptable to the City. The Engineer certifies that Page 7 of 10 Attachment A Contract No. it will keep current insurance on file with that office for the duration of the contract period. If insurance lapses during the contract period, the Engineer must stop work until a new certificate of insurance is provided. ARTICLE 22. GRATUITIES A. Employees Not to Benefit. The City policy mandates that employees of the City shall not accept any benefit, gift or favor from any person doing business with or who reasonably speaking may do business with the City under this contract. The only exceptions allowed are ordinary business lunches and items that have received the advance written approval of the Mayor. B. Liability. Any person doing business with or who reasonably speaking may do business with the City under this contract may not make any offer of benefits, gifts or favors to department employees, except as mentioned above. Failure on the part of the Engineer to adhere to this policy may result in the termination of this contract. ARTICLE 23. DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS/MINORITY AND WOMEN BUSINESS ENTERPRISE COMPLIANCE The parties shall comply with the Disadvantaged/Minority Business Enterprise Program requirements established in 49 CFR Part 26. The Engineer shall make good faith efforts to award subcontracts or supply agreements in at least 15 percent the value of this contract to Disadvantaged Business Enterprises. The Engineer shall apprise themselves of the requirements for good faith efforts as found in the aforementioned code, and will comply with them. ARTICLE 24. MAINTENANCE, RETENTION AND AUDIT OF RECORDS A. Retention Period. The Engineer shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided (hereinafter called the Records). The Engineer shall make the time based and reimbursable expense records available at its office during the contract period and for four years from the date of final payment under this contract, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last. B. Availability. The City or any of its duly authorized representatives, the Texas Department of Transportation, the Federal Highway Administration, the United States Department of Transportation, Office of Inspector General, and the Comptroller General shall have access to the Engineer's Records which are directly pertinent to this contract for the purpose of making audits, examinations, excerpts and transcriptions. C. Examination. The City shall require the Engineer to make the Records available for the purpose of checking the amount of work performed by the Engineer at the time of contract termination or for other reasons of its own, not subject to agreement by the Engineer. ARTICLE 25. NOT APPLICABLE ARTICLE 26. CIVIL RIGHTS COMPLIANCE (1) Compliance with Regulations: The Engineer shall comply with the regulations of the Department of Transportation, Title 49, Code of Federal Regulations, Parts 21, 24, 27 and 60 as Page 8 of 10 Attachment A Contract No. they relate to nondiscrimination; also Executive Order 11246 titled Equal Employment Opportunity as amended by Executive Order 11375. (2) Nondiscrimination: The Engineer, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. (3) Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, sex, or national origin. (4) Information and Reports: The Engineer shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the City, the Texas Department of Transportation or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of the Engineer is in the exclusive possession of another who fails or refuses to furnish this information, the Engineer shall so certify to the City, the Texas Department of Transportation or the Federal Highway Administration, as appropriate, and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the Engineer's noncompliance with the nondiscrimination provisions of this contract, the City, the Texas Department of Transportation shall impose such contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: (a) withholding of payments to the Engineer under the contract until the Engineer complies and/or (b) cancellation, termination, or suspension of the contract, in whole or in part. (6) Incorporation of Provisions: The Engineer shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Engineer shall take such action with respect to any subcontract or procurement as the City, the Texas Department of Transportation or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that in the event an Engineer becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Engineer may request the Texas Department of Transportation to enter into such litigation to protect the interests of the City; and, in addition, the Engineer may request the United States to enter into such litigation to protect the interests of the United States. ARTICLE 27. PATENT RIGHTS The City and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract. Page 9 of 10 Attachment A Contract No. ARTICLE 28. COMPUTER GRAPHICS FILES The Engineer shall provide Computer Graphics Files as required by the City. ARTICLE 29. CHILD SUPPORT STATEMENT The Engineer certifies that it has a child support statement on file with the Contract Services Office of the Texas Department of Transportation. The Engineer is responsible for keeping the child support statement current and on file with that office for the duration of the contract period. The Engineer further certifies that the child support statement on file contains the child support information for the individuals or business entities named in this contract. Under Section 231.006, Family Code, the Engineer certifies that the individual and business entity named in this contract, bid, or application is not ineligible to receive the specific grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. ARTICLE 30. DISPUTES A. Disputes Not Related to Contract Services. The Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurement made by the Engineer in support of the services authorized herein. B. Disputes Concerning Work or Cost. Any dispute concerning the work hereunder or additional costs, or any non -procurement issues shall be settled in accordance with 43 Texas Administrative Code §201.1. ARTICLE 31. SUCCESSORS AND ASSIGNS The Engineer and the City do each hereby bind themselves, their successors, executors, administrators and assigns to each other party of this agreement and to the successors, executors, administrators and assigns of such other party in respect to all covenants of this contract. Neither partyshall assign, subcontract or transfer its interest in this contract without the prior written consent of the other party. ARTICLE 32. SEVERABILITY In the event any one or more of the provisions contained in this contract shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. ARTICLE 33. PRIOR CONTRACTS SUPERSEDED This contract constitutes the sole agreement of the parties hereto for the services authorized herein and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. ARTICLE 34. CONFLICT OF INTEREST The undersigned represents that its firm has no conflict of interest that would in any way interfere with its or its employees' performance of services for the department or which in any way conflicts with the interests of the department. The firm shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the department's interests. Page 10 of 10 Attachment A Contract No. ATTACHMENT B SERVICES TO BE PROVIDED BY THE CITY The City will perform or provide to the Engineer the following items subject to availability: A. Electronic copy of full scale plans per project (provided on CD or dropbox). B. Electronic copy of contract Proposal and any Addendums per project (provided on CD or dropbox). C. Limited Access to Pro -Trak. D. Site Manager Coordination procedures. E. Storm Water Pollution Prevention Plan (SW3P) Information. F. SW3P Coordination procedures. G. Best Practices coordination procedures (Disadvantaged Business Enterprise, Materials, General Bookkeeping). H. Field office containing office furniture, one phone line, one copier, scanner and all utilities, if required. I. Construction Time Schedule prepared by the City's Designer or Contractor. J. Applicable forms. K. Copies of Contractor's Change Orders, if applicable. Engineering—Engineering_SpecDelwWA Page 1 of 1 Attachment B Contract No. ATTACHMENT C SERVICES TO BE PROVIDED BY THE ENGINEER (The negotiated scope for this contract must be provided in this attachment. The work authorization scopes will be derived from this attachment.) The Engineer shall perform the following tasks by function code as outlined below: FUNCTION CODE 309 DESIGN CONFIRMATION, CHANGES AND ALTERATIONS a. Utilize the City's Pro -Trak system to: receive, route, track and log Contractor communications, Submittals, Change Orders, RFIs, Pay Applications and Citizen Complaint/Resolution Log; communicate with Contractor the status of submittal reviews; review submittal and RFI log in Pro -Trak to verify that timely responses are provided; notify City Project Manager, Contractor and Design Engineer of time critical issues. i. Respond to RFIs when such response does not require the Engineer's opinion or expertise or direction from City. ii. Assemble and maintain notes, comments, sketches and supportive data relative to the Project to facilitate the revision of drawings to conform to the final as -built conditions. Review Contractor's record keeping periodically to ensure completeness, timeliness and progress. b. Prepare and issue request for proposals in a timely manner via Pro -Trak. Review RFP and contractor proposal for additional work with City Project Manager and Design Engineer for approval. Record the status of RFP and Responses from Contractor, City and Design Engineer and verify they are logged and tracked in the Pro -Trak system. c. Provide recommendation on technical matters as an advocate for the City. Evaluate Contractor's response/proposal for merit, cost, time, accuracy and price practicality. Negotiate with Contractor on City's behalf if required. d. Prepare Change Order and documentation including signatures of Contractor, Engineer and Construction Manager for delivery to City. Page 1 of 7 Attachment C Contract No. FUNCTION CODE 310 PROJECT SUPERVISION a. Act as the City's on-site representative administering the contract for construction and providing overall project oversight, maintain record of decisions and changes made. Services provided will support the City's efforts to comply with TxDOT Local Government Project Procedures (LGPP). Construction Manager will utilize Chapter 11 of TxDOT LGPP in supporting the City. b. Meetings: Schedule and conduct construction progress meetings; record minutes from construction progress meetings and distribute via Pro -Trak to: City Project Manager, Design Engineer and contractor throughout the duration of the project. i. Schedule meetings every two weeks, minimum, to review the following: work progress and schedule, outstanding issues, status of submittals and responses shop drawings unforeseen issues and changes to the work. ii. Coordinate additional meetings as necessary to discuss and resolve problems and provide guidance in a timely manner. iii. Coordinate/monitor the following: utility relocation activities for compliance, utility installation verification, reporting, record management and as -built drawings. iv. Attend all utility coordination, construction, and scheduling meetings. v. Obtain copy of ROW permit and prints from Public Works in order to monitor progress of utility relocation per permit/plan. c. Construction Contract Administration i. Project final documentation is required in electronic/digital format, utilizing Pro - Trak as is feasible. ii. As field problems arise, notify the Design Engineer and City Project Manager of proposed solutions to resolve problems. iii. Review and update as -built documents regularly with contractor. iv. Monitor and confirm adherence to approved project baseline schedule. Review contractor's schedule monthly, confirm compliance with City's intended schedule, and provide recommendations as needed to retain and regain schedule if needed. v. Recommend alternate project sequencing/scheduling to keep project on schedule. Page 2 of 7 Attachment C Contract No. vi. Prepare monthly summary report of construction activities with outstanding issues outlined for review. Monthly progress information associated with the project will be submitted to the Project Manager for review and approval. vii. Record weather conditions on jobsite daily. d. Coordinate work of contractor with external agencies and utility companies. Coordinate contractor's operations with regard to other City contracts and construction as well as with property owners for planned service outages, street closures, and access control issues to properties including notifications. i. Confirmconstruction conformance and compliance with TCEQ, NOI and NOT. ii. Confirm construction conformance with permitted activities such as: City of Pearland permits, U.S. Army Corps of Engineers permits, TxDOT roadway permits, and any Railroad agreements. e. Maintain records of decisions, actions and activities with regard to construction operations via the City's Pro -Trak system (i.e. Change Orders, RFIs and responses, Submittals and responses, Request for Proposals, correspondence, SWPPP inspections.) FUNCTION CODE 320 INSPECTION OF WORK IN PROGRESS AND PROJECT RECORDS a. Provide full-time on-site technical observation of Contractor's activities to confirm that work materials, structures, equipment and workmanship comply with the Contract Documents including Addenda, and Change Orders. Report on whether Contractor maintains good construction practices and professional standards prevailing in the local City, County, and State of Texas. Utilize City's Pro -Trak system for all inspection reports. i. Notify the City Project Manager if Contractor's work that is observed is not in compliance with the Contract Documents or specifications. Notify the City Project Manager and Design Engineer of Contractor failure to take measures to repair and bring work in compliance. ii. Issue Advisory Notices to Contractor for observed work that is not in compliance with approved construction documents. iii. Issue Non -Compliance Reports to Contractor if non -conforming work is not brought into compliance or if plan of action to bring work into compliance is not conducted in timely manner. Page 3 of 7 Attachment C Contract No. iv. Inspect and observe the materials and equipment being incorporated into the work to verify that they are handled, stored and installed in accordance with the Contract Documents and specifications. Report to the City Project Manager regarding these activities. b. Identify, record and notify Design Engineer of known problems or failures to meet performance requirements in a timely manner to minimize delay in the progress of the project. Make recommendation(s) for appropriate solution to the City Project Manager and Design Engineer. c. Prepare and maintain daily progress log or daily construction reports, photographs, records and track quantities installed that day utilizing the City's Pro -Trak system. d. Confirmthat contractor reviews and approves daily reports and quantities. e. Confirm contractor has obtained necessary permits and is maintaining Traffic Control, public notification and Storm Water Pollution Prevention Plans, facilities, equipment or arrangements in accordance with contract documents. f. Attend and participate in progress meetings. g. Create contacts for your record for: names, addresses, telephone numbers and email of project contractors, subcontractors, sub consultants and major suppliers of material and equipment; store in City's Pro -Trak system. h. Immediately notify the City Project Manager and Design Engineer in the event of an on- site accident. Record and note conditions, activities and witnesses to the event. i. Maintain Resolution Log and respond to citizen complaints in Pro -Trak system. j. Consult with City Project Manager and Design Engineer in advance of scheduled major work operations, tests, inspections or start of important phases of project. k. Pay applications will be generated by the City's Pro -Trak system based on quantities approved in the daily reports. Review and confirmquantities provided by contractor for work performed. 1. Review work conducted daily on daily inspection reports and material installed measurements submitted by contractor; verify work conducted and bid item quantities via Pro -Trak; meet monthly to review pay estimate and quantities with contractor i. Review progress pay application with Design Engineer for approval or revision prior to submittal to City. ii. Finalize pay application with signatures from Contractor, Engineer and Construction Manager certifying quantities and amounts via Pro -Trak. Page 4 of 7 Attachment C Contract No. iii. Notify City Project Manager when all electronic signatures are completed in the Pro -Trak system for invoice processing. iv. Track and record requests for rain or other delays with potential to add to Contract Time in Daily Reports in Pro -Trak. v. Provide an independent quantity forecast bid items to identify potential quantity over -runs as part of pay estimate review. m. Upon completion of the work, prepare a final progress payment including a balancing change order zeroing out all unused quantities utilizing Pro -Trak. Identify and add additional quantities and make any approved changes to the Contract Time. i. Review and coordinate with Design Engineer to provide Engineer's recommendation for Substantial Completion or Final Acceptance. (See Close-out Section) FUNCTION CODE 330 JOB CONTROL a. Coordinate testing laboratory activities with Contractor's activities. Review test reports for compliance with Contract Documents. Log, track and retain test reports in Pro -Trak. Review results with Contractor. Monitor and record corrective action(s) and/or re -testing for compliance. Confirmcompliance with City's specifications i. Review lab test reports and log any failures. ii. Review Invoicing from Laboratory to daily activities. FUNCTION CODE 352 FINAL PLAN PREPARATION a. Provide list of deliverables for substantial completion walk through/inspection. Schedule and conduct project walk through upon receipt of Contractor's notification of substantial completion. Include City Project Manager, Design Engineer and others as directed. Prepare a list of non -conforming work based on visual inspections via Pro -Trak. Record and monitor contractor's corrective efforts and schedule. Schedule final completion inspection for any remaining corrections. b. Coordinate and obtain Design Engineer's signature and seal on Substantial Completion certificate and Final Completion and Acceptance certificate via Pro -Trak. Page 5 of 7 Attachment C Contract No. c. Review and compile any Operation and Maintenance documents required from the Contractor — forward to Engineer for review. Upload and/or verify that Contractor's closeout documents are uploaded to Pro -Trak. Review for completeness and accuracy, including; affidavits of final payment, final pay estimates, as built records, redlines and drawings. Once received, notify the Design Engineer and City Project Manager when completed. i. Upon completion of close out items, provide recommendation for City's Substantial Completion/Final Acceptance certificate. ii. Provide indexed project files, redline plans and as -built or record drawings to City via Pro -Trak. d. Conduct Project Close -Out Meeting. e. Prepare and recommend final payment application. (Prepare job record logs transmittals, and correspondence reports in an organized file for delivery to City.) f. Consult with City on any potential Warranty items requiring repair or replacement. g. Schedule, arrange and coordinate a One Year Walk-through of the project to review status of the work 30 days prior to expiration of the One Year Maintenance period. h. Provide staff to conduct and participate in the warranty inspections. i. Prepare list of non conforming work for presentation to the City Project Manager, Design Engineer and Contractor via Pro -Trak. j. Oversee repairs for non conforming work with Contractor. k. Submit final report on completed warranty repairs via Pro -Trak. FUNCTION CODE 390 CONSTRUCTION ENGINEERING NOT OTHERWISE CLASSIFIED a. Chair Pre -Construction Meeting i. Schedule and conduct the pre -construction meeting; record and disseminate minutes from pre -construction meeting. ii. Utilize the City's Pro -Trak system: set communications protocol and contract administration procedures, establish progress meeting schedule and submittal schedule. iii. Provide agenda for meeting: Key milestone dates, pay application procedures, schedule, public notification issues and procedures, utility coordination issues, traffic control, permitting, property owner notification and coordination, temporary facilities, contractor's use of City's Pro -Trak system, etc. Page 6 of 7 Attachment C Contract No. b. Engineer's observation or monitoring portions of the work performed under construction contracts shall not relieve construction contractor(s) from responsibility for performing work in accordance with applicable contract documents. Engineer shall not control or have charge of, and shall not be responsible for, construction means. methods, techniques, sequences, procedures of construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. Engineer shall not be responsible for the acts or omissions of construction contractor(s) or other parties on the project. Page 7 of 7 Attachment C Contract No. ATTACHMENT D WORK AUTHORIZATION D-1 WORK AUTHORIZATION NO. CONTRACT FOR ENGINEERING SERVICES THIS WORK AUTHORIZATION is made pursuant to the terms and conditions of Article 5 of Engineering Contract No. (the Contract) entered into by and between the State of Texas, acting by and through the City of Pearland, and HDR Engineering. Inc. (the Engineer). PART I. The Engineer will perform engineering services generally described as Bailey Road from approximately 1700 If West of FM 1128 to Veterans Drive in accordance with the project description attached hereto and made a part of this Work Authorization. The responsibilities of the City and the Engineer as well as the work schedule are further detailed in exhibits A, B and C which are attached hereto and made a part of the Work Authorization. PART II. The maximum amount payable under this Work Authorization is $ 1,182.057.30 and the method of payment is as set forth in Attachment E of the Contract. This amount is based upon fees set forth in Attachment E, Fee Schedule, of the Contract and the Engineer's estimated Work Authorization costs included in Exhibit D, Fee Schedule, which is attached and made a part of this Work Authorization. PART III. Payment to the Engineer for the services established under this Work Authorization shall be made in accordance with Articles 3 thru 5 of the contract, and Attachment A, Article 1. PART IV. This Work Authorization shall become effective on the date of final acceptance of the parties hereto and shall terminate on , unless extended by a supplemental Work Authorization as provided in Attachment A, Article 1. PART V. This Work Authorization does not waive the parties' responsibilities and obligations provided under the Contract. IN WITNESS WHEREOF, this Work Authorization is executed in duplicate counterparts and hereby accepted and acknowledged below. THE ENGINEER THE STATE OF TEXAS (Signature) (Signature) (Printed Name) (Title) (Date) LIST OF EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit H-2 (Printed Name) (Title) (Date) Services to be provided by the City Services to be provided by the Engineer Work Schedule Fee Schedule/Budget Subprovider Monitoring System Commitment Agreement Engineering—Engineering_SpecDelwWA.doc Page 1 of 1 Attachment D-1 Contract No. ATTACHMENT D D-2 SUPPLEMENTAL WORK AUTHORIZATION NO. WORK AUTHORIZATION NO. CONTRACT FOR ENGINEERING SERVICES THIS SUPPLEMENTAL WORK AUTHORIZATION is made pursuant to the terms and conditions of Article 5 Contract No. hereinafter identified as the "Contract," entered into by and between the State of Texas, acting by and through the City of Pearland, and HDR Engineering, Inc. (the Engineer). The following terms and conditions of Work Authorization No. are hereby amended as follows: This Supplemental Work Authorization shall become effective on the date of final execution of the parties hereto. All other terms and conditions of Work Authorization No. not hereby amended are to remain in full force and effect. IN WITNESS WHEREOF, this Supplemental Work Authorization is executed in duplicate counterparts and hereby accepted and acknowledged below. THE ENGINEER CITY OF PEARLAND (Signature) (Signature) (Printed Name) (Printed Name) (Title) (Title) (Date) (Date) Engineering—Engineering_SpecDelwWA.doc Page 1 of 1 Attachment D-2 Contract No. ATTACHMENT E FEE SCHEDULE (Final Cost Proposal) This attachment provides the basis of payment and fee schedule. The basis of payment for this contract is indicated by an "X" in the applicable box. The basis shall be supported by the Final Cost Proposal (FCP) shown below. If more than one basis of payment is used, each one must be supported by a separate FCP. "X" Basis Lump Sum The lump sum shall be equal to the maximum amount payable. The lump sum includes all direct and indirect costs and fixed fee. The Engineer shall be paid pro rata based on the percentage of work completed. For payment the Engineer is not required to provide evidence of actual hours worked, travel, overhead rates or other evidence of cost. Unit Cost The unit cost(s) for each type of unit and number of units are shown in the FCP. The unit cost includes all direct and indirect costs and fixed fee. The Engineer shall be paid based on the type and number of units fully completed and the respective unit cost. For payment, the Engineer is not required to provide evidence of actual hours worked, travel, overhead rates or any other cost data. The FCP may include special items, such as equipment which are not included in the unit costs. Documentation of these special costs may be required. The maximum amount payable equals the total of all units times their respective unit cost plus any special direct items shown. _X_ Specified Rate Basis The specified rates for each type of labor are shown in the FCP below. The FCP may include special items, such as equipment which are not included in the specified rates. Payment shall be based on the actual hours worked multiplied by the specified rate for each type of labor plus other agreed to special direct cost items. The specified rate includes direct labor and indirect cost and fixed fee. The State may request documentation of reimbursable direct costs including hours worked. Documentation of special item costs may be required. The specified rate is not subject to audit. Payment shall be based on direct and indirect costs incurred plus a pro rata _ Cost Plus Fixed Fee share of the fixed fee based on the ratio of labor and overhead cost incurred to total estimated labor and overhead cost in the FCP or the percentage of work completed. The invoice must itemize labor rates, hours worked, other direct costs and indirect costs. The Engineer may be required to provide documentation of hours worked and any eligible direct costs claimed. The provisional overhead rate charged is subject to audit and adjustment to actual rates incurred. The FCP below shows the hourly rates for labor, other direct expenses including but not limited to travel and allowable materials, provisional overhead rate and the fixed fee. A. Actual Cost Plus Fixed Fee - Actual wages are paid (no minimum, no maximum. This option does not apply to Indefinite Deliverable Contracts.) B. Range of Cost Plus Fixed Fee — Actual wages must be within the allowable range shown on the Final Cost Proposal. Engineering—EngineeringSpecDelwWA.doc Page 1 of 2 Attachment E Contract No. ATTACHMENT E — FEE SCHEDULE Final Cost Proposal (FCP) Supporting Basis of Payment * The MAXIMUM AMOUNT PAYABLE is $ 1,182,057.30. The maximum amount payable is based on the following data and calculations: * The maximum amount payable must be based on the contract scope. The work authorization fee schedules will be derived from this attachment. Page 1 of 1 Exhibit H-6