ESBD_428084_1749853100690_Exhibits.pdf

EXHIBIT A

SCOPE OF SERVICES

Consultant will perform professional land surveying services.

1. Title Surveys must meet the minimum standards of American Land Title Association (ALTA) and the American Congress of Surveying and Mapping, The Texas Board of Professional Land Surveying (TBPLS), and the Texas Society of Professional Surveyors Manual of Practice, and may include, without limit, identification of:

a. Appurtenant / benefit easement

b. Easements

c. Reciprocal Easements

d. Encroachments and encumbrances

e. Formal Legal Description

f. Plat / Plat Map or Survey Map

g. Record Documents

h. Rights of Way

i. Servitudes

j. FEMA Flood Zones

2. Topographic Survey Scope of Service may require, without limit:

a. Establish clear Control Points and Control Survey. As applicable, coordinate with and ensure compliance with geodetic standards and control requirements of regulatory jurisdiction.

b. Determine, mark in-situ and record boundary conditions (site or property boundary, temporary and permanent servitude, and rights of way).

c. As applicable, confirm existing facility controls and elevations with existing and adjacent survey data. Establish additional survey control points, where applicable.

d. Field surveys, establish and record utility, infrastructure match points (e.g., paving whether planned or existing, sidewalks, curb, and gutter, etc.)

e. Research and record existing public utility records of adjacent properties of potential impact to the project site.

f. Locate and plot all existing utilities.

g. Locate and record all existing underground features and utilities within the project limits.

Identify connection points where utilities terminate immediately outside or proximate to the project site. These include without limit, storm and sanitary sewers, water lines and mains, natural gas, electric and telecommunications lines (including fiber), manholes and other structures including top and invert elevations, valve boxes to include top and invert elevations, storm inlets and junction boxes, clean outs, meters, surface and subterranean drains, and similar site features.

h. The type, size, material, alignment, depth, and top and invert elevations of all underground features shall be noted as possible. Slopes and flow lines of existing sewer lines shall be noted where possible. Indicate flow directions where specific slope is indeterminate.

Identify the construction materials of utility lines where available.

i. Survey and record existing building floor elevations.

j. As applicable, identity and map potential hazardous features, including above and underground storage tanks, archeologically significant areas, wetlands, flood plains, and geotechnical investigation drill holes and test pits.

k. Land elevation and slope at maximum 1’ intervals within planned development zone and with maximum 2’ intervals in non-development area.

l. Locate and record significant, major trees (12” diameter caliper or as governed by the local jurisdiction), tree line of wooded areas and vegetation. Indicate “scrub” and similar low value vegetation that may require clearing to support development.

3. Construction control and layout surveys are specifically EXCLUDED from any expected scope of service.

4. Expected Deliverables

a. For new land development, set survey control monuments in accordance with jurisdiction requirements or Owner direction. Clearly stake and locate monuments on the site. Record all existing and new monument locations on survey.

b. For existing land or property acquisition, stake property corners and major boundary changes, confirm existing monuments, if any, and record in survey document/s.

c. Submit a copy of all survey notes and field logs.

d. Site plan and profiles to scale such that information may be presented on drawing sheets not to exceed 24” x 36”. Clearly indicate survey stations and offsets for all utility poles, fire hydrants, building corners, headwalls, drainage structures and similar features. As required by Owner, adjust survey scale to improve information clarity and comprehension.

e. Vertical profiles showing existing centerline above the proposed pipe or structure, proposed building corners, drainage pipes, crossings, connections, and similar items.

f. Additionally submit to Owner:

i. Drawing files in pdf format at full size (24” x 36”) only when requested by Owner.

ii. Electronic pdf files.

iii. AutoCAD files in format as required by Owner.

g. As required by Owner, coordinate and meet with jurisdictional authorities to correct and otherwise resolve conflicts or differences in survey information and datum, and information format and compatibility.

Exhibit C Acknowledgment of Receipt Form

In acknowledgment of receipt of this Request for Qualifications, the undersigned agrees that he/she has received a complete copy, beginning with the title page and Table of Contents and Exhibits.

The acknowledgment of receipt should be signed, returned, and included with the Respondent's submittal. Complete (Legal) Name of Proposer:

Proposer Tax Identification Number:

Business Address:

Telephone Number:

Type of Organization: Individual Partnership Corporation Association

Other (please describe)

If incorporated, state of incorporation:

Date organization was formed (month/year):

The number of years providing services/systems similar to those requested in this Solicitation:

Description of Proposer’s organization, locations, and number of staff (including subcontractors as applicable) that will provide services/support outlined in this Solicitation):

Please certify the following by placing an “X” in the appropriate column:

Certification Yes No Is Proposer/Respondent currently in the process of filing for bankruptcy?

Has Proposer/Respondent filed for bankruptcy within the past five (5) years?

Is the Proposer/Responder delinquent on any taxes owed to Travis County?

Do you certify that the Proposer/Responder is not currently under suspension or debarment by any governmental entity (City of Austin/state/federal government)?

Do you acknowledge that if the Proposer/Responder is currently under suspension or debarment, its submittal may not be considered?

Acknowledged Addenda of

Individual authorized to bind Proposer/Respondent to contract:

Name/Title:

Telephone: E-mail:

Point of contact information for this Solicitation (if different from authorized individual):

Name/Title:

Telephone: E-mail:

Contract Terms and Conditions

The contract terms and conditions identified in the Exhibit L, the Contract Template of this Solicitation, will form the contract resulting from this Solicitation, and the Proposer /Respondent’s submission will be incorporated into the contract. Please identify whether there are any requested exceptions or deviations.

I do not request any exceptions or deviations to the stated contract terms.

I request the following exceptions or deviations to the stated contract terms.

Litigation History:

Description of litigation to which the firm has been a party in the most recent five-year period. Please include the following details:

1) Name of case

2) Date filed

3) Court in which filed

4) Judgment or result

(Continued on Next page)

Important: The Proposer/Respondent must respond to all questions. The Proposer/Respondent may attach additional documents to the questionnaire to provide additional details.

Authorized Respondent Signature Date

Printed Name Title

ATTACHMENT D

HISTORICALLY UNDERUTILIZED BUSINESS (HUB) FORM

The Travis County Healthcare District’s policy is to include Historically Underutilized Businesses (HUBs) in its procurement process and to provide equal opportunities for HUB participation in the provision of supplies, services, equipment and construction projects required by the District. As such, the District seeks to ensure that a “good faith effort” is made to assist certified HUB vendors and contractors in its award of contracts and subcontracts.

To be considered as a “Certified HUB Contractor/Vendor”, the contractor/vendor must have been certified by and hold a current and valid certification from any of the following certifying agencies recognized by the District:

the Texas Building and Procurement Commission (State of Texas); City of Austin; and the Texas Unified Certification Program (TUCP), which includes six (6) certifying agencies.

Suggested directories to assist proposers in identifying potential HUBs to meet the District’s “good faith effort” requirement include: State: https://comptroller.texas.gov/purchasing/vendor/hub/;

City: http://www.austintexas.gov/department/purchasing ; and TUCP: https://www.txdot.gov/business/partnerships/tucp.html

Proposer HUB Declaration

Is your company certified as a HUB or an MBE/WBE/DBE source? Yes No. If yes,

1. Attach your certification to this form and return it in the proposal;

2. Identify the certification agency by checking all that apply;

State of Texas Comptroller HUB Program

City of Austin; Texas Unified Certification Program; and

3. Identify HUB Status (Gender & Ethnicity):

**Please complete page 2 - Disclosure of HUB Subcontractors**

Estimated percentage of the bid (proposal) that is to be subcontracted with Certified HUB sources: % https://comptroller.texas.gov/purchasing/vendor/hub/ http://www.austintexas.gov/department/purchasing https://www.txdot.gov/business/partnerships/tucp.html

ATTACHMENT D

HISTORICALLY UNDERUTILIZED BUSINESS (HUB) FORM

Disclosure of Subcontractors

Sub Company Name: EIN/VID #:

Address: City: State: Zip Code:

Contact: Phone No.: Fax No.: E-mail:

Subcontract Amount: Percentage: Description of Work:

Is the company a certified HUB?

□ Yes ☐ No Indicate Gender & Ethnicity:

Certifying Agency (Check all applicable):

State of Texas https://comptrolle r.texas.gov/purch asing/vendor/hub

/ (HUB) ☐

City of Austin http://www.austint exas.gov/departme nt/purchasing

(M/WBE) ☐

Texas Unified Certification Program https://www.txdot.gov/business/pa rtnerships/tucp.html ☐

Sub Company Name: EIN/VID #:

Address: City: State: Zip Code:

Contact: Phone No.: Fax No.: E-mail:

Subcontract Amount: Percentage: Description of Work:

Is the company a certified HUB?

□ Yes ☐ No

Indicate Gender & Ethnicity:

Certifying Agency (Check all applicable):

State of Texas https://comptrolle r.texas.gov/purch asing/vendor/hub

/ ☐ (HUB) ☐

City of Austin www.ci.austin.tx.us /purchase/default.h tm (M/WBE) ☐

Texas Unified Certification Program https://www.txdot.gov/business/pa rtnerships/tucp.html (DBE) ☐

Sub Company Name: EIN/VID #:

Address: City: State: Zip Code:

Contact: Phone No.: Fax No.: E-mail:

Subcontract Amount: Percentage: Description of Work:

Is the company a certified HUB?

□ Yes ☐ No

Indicate Gender & Ethnicity:

Certifying Agency (Check all applicable):

State of Texas https://comptrolle r.texas.gov/purch asing/vendor/hub

/ (HUB) ☐

City of Austin www.ci.austin.tx.us /purchase/default.h tm (M/WBE) ☐

Texas Unified Certification Program https://www.txdot.gov/business/pa rtnerships/tucp.html (DBE) ☐ http://www.ci.austin.tx.us/purchase/default.htm http://www.ci.austin.tx.us/purchase/default.htm http://www.ci.austin.tx.us/purchase/default.htm

Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us

FORM CIQ

OFFICE USE ONLYThis questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.

This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).

By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.

A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor.

CONFLICT OF INTEREST QUESTIONNAIRE

For vendor doing business with local governmental entity

Date Received

A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor?

Yes No

B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity?

Yes No

Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).

Signature of vendor doing business with the governmental entity Date

Name of vendor who has a business relationship with local governmental entity.1

Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)

3 Name of local government officer about whom the information is being disclosed.

Name of Officer

Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.

Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary.

Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more.

EXHIBIT E

Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us

CONFLICT OF INTEREST QUESTIONNAIRE

For vendor doing business with local governmental entity

A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.

Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on:

(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity;

(B) a transaction conducted at a price and subject to terms available to the public; or

(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency.

Local Government Code § 176.003(a)(2)(A) and (B):

(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:

(2) the vendor:

(A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that

(i) a contract between the local governmental entity and vendor has been executed;

or

(ii) the local governmental entity is considering entering into a contract with the vendor;

(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that:

(i) a contract between the local governmental entity and vendor has been executed; or

(ii) the local governmental entity is considering entering into a contract with the vendor.

Local Government Code § 176.006(a) and (a-1)

(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:

(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);

(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or

(3) has a family relationship with a local government officer of that local governmental entity.

(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of:

(1) the date that the vendor:

(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or

(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or

(2) the date the vendor becomes aware:

(A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a);

(B) that the vendor has given one or more gifts described by Subsection (a); or

(C) of a family relationship with a local government officer.

Exhibit F

CERTIFICATE OF SECRETARY

CERTIFICATE OF SECRETARY

(Required for bidders which are corporations)

I CERTIFY that:

I am the duly qualified and acting Secretary of , [Name of Corporation] a duly organized and existing corporation of the State of .

[Name of State]

The following is a true copy of a Resolution duly adopted by the Board of Managers of such corporation in a meeting legally held on the day of , 20 , and entered in the minutes of such meeting in the minute book of the Corporation.

RESOLVED, that this corporation enter and that , the [Insert Name of Person Executing Bid Form] of this corporation, is authorized and directed to execute on behalf of and [Position with Corporation] as the act of this corporation the Bid Form for the Travis County Healthcare District dba Central Health Description: , Project # , together with all associated documents and, should this corporation be the successful bidder for that project, to execute on behalf of and as the act of the corporation all necessary documents to effect a written contract between this corporation and Travis County Healthcare District dba Central Health for the Construction of the Travis County Healthcare District dba Central Health.

[Insert Name and Number of Project]

The Secretary is directed to attach a copy of the Bidding Documents to the minutes of this meeting and to make them a part of the corporate records.

The above Resolution is in conformity with the Articles of Incorporation and the Bylaws of the Corporation has never been modified or repealed and is now in full force and effect.

Date

Secretary

President

[SAMPLE]

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

TRAVIS COUNTY HEALTHCARE DISTRICT

d/b/a CENTRAL HEALTH

AND

FIRM NAME

FOR

PROFESSIONAL LAND SURVEYING SERVICES

TABLE OF CONTENTS

Section Heading Page

1 PARTY REPRESENTATIONS

2 BASIC SERVICES OF CONSULTANT

3 COMPENSATION

4 PERIOD OF SERVICE

5 COORDINATION WITH CENTRAL HEALTH

6 WORK PRODUCT

7 REVISION TO WORK PRODUCT

8 DISPUTES AND APPEALS

9 REIMBURSABLE EXPENSES

10 SUSPENSION AND TERMINATION OF AGREEMENT

11 CONSULTANT'S RESPONSIBILITY AND LIABILITY

12 OWNERSHIP OF DOCUMENTS

13 MAINTENANCE OF AND RIGHT OF ACCESS TO RECORDS

14 MISCELLANEOUS

14.1 VENUE

14.2 SEVERABILITY

14.3 CERTIFICATE OF CONSULTANT

14.4 GRATUITIES

14.5 COMPTROLLER’S LIST

14.6 BOYCOTT VERIFICATION

14.7 NOTICE

14.8 INSURANCE REQUIREMENTS

14.9 PROPERTY TAXES

14.10 SUCCESSORS AND ASSIGNS

14.11 HISTORICALLY UNDERUTILIZED BUSINESS (HUB) REQUIREMENTS

14.12 FUNDING OUT

14.13 NON-WAIVER OF DEFAULT

14.14 CONSULTANT CERTIFICATIONS

14.15 CIVIL RIGHTS AND EQUAL OPPORTUNITY IN EMPLOYMENT

14.16 MONITORING

14.17 INCORPORATION OF EXHIBITS AND ATTACHMENTS

14.18 ENTIRE AGREEMENT

14.19 TEXAS PUBLIC INFORMATION ACT

14.20 AMENDMENT

14.21 ENTITY STATUS

14.22 DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS ...25

14.23 NO THIRD PARTY BENEFICIARY

ACKNOWLEDGEMENT AND SIGNATURE PAGE

EXHIBIT A SCOPE OF SERVICES

EXHIBIT B COMPENSATION FOR PROFESSIONAL SERVICES

EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE

EXHIBIT D CERTIFICATE OF INTERESTED PARTIES (FORM 1295)

EXHIBIT E INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN

TRAVIS COUNTY HEALTHCARE DISTRICT D/B/A

CENTRAL HEALTH AND FIRM NAME

This Professional Services Agreement for Professional Land Surveying ("Agreement" or “PSA”) is made and entered into by and between the Travis County Healthcare District d/b/a Central Health ("Central Health"), a hospital district created under Chapter 281 of the Texas Health and Safety Code, and Firm Name (“dba Name”), a professional surveying firm with license to conduct surveying services in the State of Texas, ("Consultant") (each a “Party” and collectively “Parties”), effective as of INSERT DATE (the “Effective Date”).

Central Health desires to obtain Professional Land Surveying Services for the property located at INSERT ADDRESS HERE, assigned and authorized by Central Health during the term of this Agreement (“Services”); and

Central Health issued Request for Qualifications (RFQ) # ____-___ on INSERT DATE OF POSTING HERE (the “RFQ”), which sought qualified entities to provide Statements of Qualifications (“SOQ”) for Professional Land Surveying services; and

Central Health received and evaluated SOQ submitted in response to the RFQ and selected Consultant to be highly qualified in the services required; and

Consultant has the professional ability and expertise to fulfill the Agreement requirements and Scope of Services; and

Central Health desires to engage Consultant to perform the Professional Land Surveying Services, and Consultant desires to provide such Professional Land Surveying Services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the amount and sufficiency of which are acknowledged, Central Health and Consultant agree as follows:

SECTION 1

PARTY REPRESENTATIONS

1.1 Central Health agrees to contract with Consultant as an independent Consultant and Consultant agrees to perform the Professional Services as described herein and in attached Exhibit A and as more particularly defined for the specific project.

1.2 Central Health will provide Consultant with convenient access to all existing plans, maps, studies, reports, assessments, sampling, analytical data, and other data or information that is in Central Health’s possession and of which Central Health is aware that relates to the Project. Consultant will make copies of needed information and promptly return all originals, if directed by Central Health. The cost of such copies will be a reimbursable expense. Consultant's copies of the foregoing material will be returned to Central Health upon completion of the Project if Central Health so instructs Consultant.

1.3 Central Health cannot and does not guarantee the accuracy of any information that it provides to

Consultant. Consultant may rely on professional sealed documents in accordance with industry standard practice, but only to the extent that the original professional would have been held liable for the information contained in those documents. Information provided in those documents that is critical to the surveying services work will be field verified by Consultant in accordance with the professional standard of care, applicable regulations, Consultant’s professional judgment and/or the Project Scope of Services.

1.4 Consultant may rely on other Project information provided by Central Health, such as past surveys and drawings, in accordance with industry standards and professional standards of care, unless this Agreement provides otherwise.

1.5 If Central Health observes or otherwise becomes aware of any fault or defect in the Work Product, as defined in Section 6.1 of this Agreement, Central Health will give prompt written notice thereof to Consultant. Consultant will correct any such fault or defect at no cost to Central Health.

1.6 Key Personnel. Consultant will provide Key Personnel for the Project in accordance with the

Response submitted by Consultant in connection with the RFQ. Except in the event that an individual who is identified as Key Personnel is no longer employed by (or otherwise under the direction and control of) Consultant, none of the Key Personnel may be withdrawn from the Project without Central Health’s prior written approval; provided, however, Consultant will have the right to change Key Personnel if Consultant complies with the following conditions: (1) Consultant provides Central Health with at least ten (10) business days prior written notice that Consultant intends to replace Key Personnel; and (2) the notice is accompanied by a copy of the resume of any proposed replacement, together with documentation demonstrating that the proposed replacement has equal or greater experience and qualifications than the original Key Personnel.

Central Health will notify Consultant within seven (7) days of any objection to the proposed replacement and will either request additional assurances regarding the proposed replacement or require Consultant to submit the name and qualifications of another Key Personnel replacement.

Such process will continue until Consultant proposes a replacement that is acceptable to Central Health. Central Health agrees not to unreasonably withhold such acceptance. However, after two

(2) replacements are proposed and rejected, Central Health will have the right to terminate this Agreement without liability. In the event any individual who is identified as Key Personnel leaves the employment of Consultant unexpectedly and without advance notice, Consultant will immediately notify Central Health upon learning of the departure and will comply with the requirements of this section.

SECTION 2

BASIC SERVICES OF CONSULTANT

2.1 Consultant will be responsible for a portion of or all of the surveying services and documentation of the work described in this Agreement, and will prepare the Work Product, which will be acceptable to Central Health. Consultant will also serve as Central Health's consultant in those phases of the Project to which this Agreement applies and will consult with and give advice to Central Health during the performance of the Project. Consultant will perform the professional services described in this Agreement, whether “Basic” or “Additional” services, as prescribed by this Agreement and Scope of Work. Consultant will obtain Central Health approval for any proposed modification to the services prescribed in the Scope of Work.

2.2 “Basic Services” performed under this Agreement and Scope of Work are defined as:

2.2.1 provide all elements of Services, including all labor, materials, and equipment required for the Project, which will be rendered to the satisfaction of Central Health and in accordance with the requirements, policies, and Agreement terms and conditions;

2.2.2 the detailed Scope of Services for a Project as specified in Exhibit A, attached to and made a part of this Agreement for all purposes (the “Project Scope of Services”);

2.2.3 all Project technical and management expertise stated in Consultant’s Response submitted in response to the RFQ; and

2.2.4 the Work Product, which Consultant will submit to Central Health for review at the intervals specified in the Project Scope of Services.

2.3 Consultant will follow all applicable professional standards and codes as adopted by the authority having jurisdiction in performing the Services. The standards, codes, specifications, or other technical, design, or professional requirements that apply to this Agreement and Project Scope of Services are the latest edition in effect on the date on which this Agreement is executed, unless Consultant and Central Health expressly agree otherwise.

2.4 When Central Health determines a need for Services for a Project, it will notify the Consultant with a written Inquiry for interest and availability, generally describing the Project, the site, and the contemplated Scope of Services. The Consultant shall contact the Procurement Manager to obtain any additional available information, arrange for a site visit, and provide an initial response to the Notice within seven (7) calendar days of the receipt of the Notice. The response shall include an initial price proposal for the contemplated Services based upon the criteria set forth in Section 3 below. The Parties will use best efforts to finalize the Project Scope of Services within ten (10) business days of the receipt of the response.

SECTION 3

COMPENSATION

3.1 For and in consideration of Consultant’s performance of the defined and awarded Services for a

Project, Central Health will pay and Consultant will receive the compensation stipulated in this Agreement and as negotiated for any Project Scope of Services as determined under Section 2.4 above.

3.2 For the performance of services not specifically described in the Basic Services (the “Additional

Services”), Consultant may receive Additional Services compensation at the rate of compensation described in Exhibit B. Consultant will not be compensated for services related to negotiation, mediation, or litigation in which Consultant is a Party. Consultant agrees to provide necessary personnel and resources for expert witness and other litigation or dispute resolution support at the request of Central Health as Additional Services.

3.3 Central Health will have sole authority to classify Consultant’s services as “Basic” or “Additional” services under this Agreement.

3.4 Change in Service / Additional Services

3.4.1 A change in the services herein, including services required of Consultant’s subconsultants, may be accomplished after execution of this Agreement, without invalidating this Agreement, if mutually agreed upon in writing and if required by circumstances beyond Consultant’s control. Unless a material delay to the Project results therefrom, Consultant will immediately notify Central Health of Consultant’s determination that a change in services is needed and justified. In any event, Consultant will notify Central Health in writing that such change in services is needed and justified no later than ten (10) days from when Consultant knew or should have known that a change in Service appeared necessary.

Consultant will describe in detail (a) the scope of the change, (b) the reason for the change,

(c) the Party, if any, whose acts or omissions Consultant believes resulted in the proposed change, (d) the estimated financial and Schedule impacts of the change, and (e) a proposed statement of any fees that may be due Consultant for professional services and expenses related to such change. No increase in compensation or extension of time to perform will be granted unless the above notice requirement with supporting documentation is fully and timely satisfied. Consultant’s failure to give timely written notice and documentation, as described above, will operate as a waiver of rights, if any exist, for adjustment of compensation and extension of time, and such failure does not relieve Consultant of its obligation to timely perform according to the instructions issued by Central Health. In addition to any other remedies available to Central Health under this Agreement or under law, if the change was the result, in whole or in part, of error, omission, inconsistency, or lack of clarity in the Work Product or was otherwise avoidable by Consultant, the professional services required to implement the change will be performed by Consultant and its subconsultants at no cost to Central Health.

3.4.1.1 Except as otherwise limited herein, if circumstances that are not addressed in this

Agreement or that are not reasonably within the scope of this Agreement result in a material increase in the scope of Consultant’s services, Consultant may be entitled to a reasonable and appropriate adjustment in Schedule and compensation, so long as Consultant timely and properly complies with the condition precedent to obtain a change in service as expressly set forth herein.

3.4.1.2 No Additional Services for which Consultant expects to be compensated may be undertaken without Central Health’s prior written authorization. A written amendment between Consultant and Central Health will be executed prior to invoicing for any Additional Services.

3.4.1.3 If Central Health authorizes Consultant to perform Additional Services and these Additional Services cause an increase or decrease in the cost, the time required for the performance of this Agreement, or otherwise affects any other provision of this Agreement, an equitable adjustment may be made in the cost or time of performance, or both, and in any other provisions of the Agreement as may be so affected, and the Agreement will be amended to reflect this increase, decrease, or other change. Any claim by Consultant for an adjustment under this clause must be asserted within thirty (30) days and must be accompanied by such supporting documentation as Central Health may reasonably require after receiving notification of the change.

3.4.1.4 A change in service may be agreed:

3.4.1.4.1 For a negotiated lump sum amount, or

3.4.1.4.2 On an hourly basis with a not-to-exceed maximum fee approved in advance by Central Health in accordance with the hourly rates listed in Exhibit B. All hourly rates are fully burdened and inclusive of all costs.

3.4.2 Additional services required of Consultant’s subconsultants will be made at Consultant’s direct cost plus a mark-up not to exceed ten percent (10%).

3.4.3 A failure to agree to an adjustment will constitute a Dispute that will be settled in accordance with Section 8. However, such failure to agree will not excuse Consultant from proceeding with the original Agreement and any adjusted portion not in dispute.

3.5 Payment to Consultant will be made electronically by Central Health upon satisfactory delivery and acceptance of the services and submission of an electronic invoice to:

finance@centralhealth.net.

3.6 Consultant will submit invoices to Central Health within fifteen (15) days of the end of the month in which the services encompassed by the invoice were rendered. Failure to submit timely invoices to finance@centralhealth.net will result in a delay of payment. At a minimum, invoices will include: (i) the name, address, and telephone number of Consultant and similar information, if payment is to be made to a different address; (ii) Central Health contract or purchase order number, if applicable; (iii) the Project Name; (iv) identification of service(s) performed pursuant to this Agreement; (iv) quantity or quantities, applicable unit prices, total prices, and total amount of goods or services provided, as applicable; (v) payments made under this Agreement to any HUB subcontractor(s); and (vi) any additional payment information which may be called for by the Agreement or reasonably requested by Central Health.

3.7 Before Central Health can process a payment for Consultant, Consultant must provide Central

Health with an Internal Revenue Form W-9, Request For Taxpayer Identification Number and Certification, that is completed in compliance with the Internal Revenue Code, its rules, and regulations.

3.8 Consultant is responsible for reporting all federal, state, and city tax liabilities, social security obligations, and any other taxable matters associated with services and compensation rendered under this Agreement and will be solely obligated to pay any and all taxes related to compensation paid to Consultant or its employees.

3.9 PROMPT PAYMENT ACT. Central Health will comply with all the requirements of the Prompt

Payment Act, Chapter 2251 of the Texas Government Code, as applicable.

mailto:finance@centralhealth.net.

mailto:FINANCE@centralhealth.net

SECTION 4

PERIOD OF SERVICE

4.1 This Agreement will become effective on the date on which the later of the Parties to this

Agreement executes this Agreement as shown on the signature page (“Effective Date”), and will remain in full force and effect for the period required for the completion of assigned Project Scope of Services, including warranty periods and any extensions of time as provided in this Agreement (the "Project Completion Date"), unless sooner terminated as provided for in this Agreement.

4.2 Consultant will perform the professional services described in this Agreement in accordance with the proposed schedule in Exhibit B. Consultant will obtain Central Health’s approval for any proposed modification to the proposed schedule.

4.3 If the performance by Consultant or Central Health of either Party's obligations under this

Agreement is interrupted or delayed by any occurrence not occasioned by its own conduct, whether such occurrence be an act of God or the result of war, riot, sovereign conduct, or other unforeseeable circumstances beyond the control of the Parties, including changes to law or regulation (or change in the interpretation thereof) subsequent to the execution of this Agreement, then that party will be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy the effects of the occurrence. Upon the discovery of such an event, the party whose performance is affected under this section will notify the other party in writing within five working days after the conditions begin, and Central Health will call a meeting to propose a program for resolution of the problem, and if necessary, to establish an estimated period of time of suspension or extension of the Project Completion Date. Consultant’s written request for an extension of time, when properly documented and justified by the circumstances, may be granted by Central Health. If timely notice is impractical due to the force majeure conditions, then the Party must provide notice in as timely a manner as practicable. If notice is not timely, the Party experiencing force majeure waives it as a defense.

4.4 All references to time in this Agreement will be measured in calendar days, unless otherwise specified.

SECTION 5

COORDINATION WITH CENTRAL HEALTH

5.1 Central Health will designate a project manager for the Project Scope of Services (the "Project

Manager"). The Project Manager will represent Central Health with respect to any and all services to be performed under the respective Project Scope of Services in accordance with the terms and conditions of this Agreement and will communicate Central Health's policies and decisions with respect to Consultant's services. The Project Manager will not have the authority to execute agreements on behalf of Central Health.

5.2 Consultant will not commence work until receipt of a written notice to proceed issued by Central

Health upon the recommendation of the Project Manager (the “Notice to Proceed”). Unless otherwise agreed with or directed by Central Health, Consultant will not commence work on any subsequent phased work, as such phases are described in the Scope of Services, until receipt of a written Notice to Proceed.

5.3 Consultant will make monthly progress reports with comparisons to the Project Schedule.

5.4 In addition to Consultant’s obligations under the Project Scope of Services pertaining to meetings, if applicable, Consultant will attend periodic progress meetings with Central Health representatives and, as applicable, representatives of any other governmental authority having jurisdiction over the Project, to explain and receive feedback on the work-in-progress.

5.5 Consultant will furnish all available data and reasonable assistance necessary to comply with established application, review, and approval processes for any permits, grants, or planning advances required for the Project. Consultant will familiarize itself, and comply, with established application, review, and approval processes as necessary to ensure that reasonable compliance will cause no delay to the Project Schedule.

5.6 Consultant will, at all times, have the responsibility to advise Central Health whether, in

Consultant's judgment, it is feasible to proceed with the Project given any known constraints affecting the Project.

5.7 Consultant will cooperate and coordinate with Central Health staff and other consultants, when reasonable and necessary, in the performance of this Agreement and as required by the Project Coordinator.

SECTION 6

WORK PRODUCT

6.1 The term "Work Product" means any reports, plans, specifications, and other documents created, obtained, or assembled in connection with the performance of this Agreement and with the Services rendered in connection with the Project, including but not limited to any and all deliverables for each phase of the Project as described in the Scope of Services.

6.2 Consultant will submit the Work Product for each phase of the Project on or before the dates specified in the Project Schedule. Upon receipt of the Work Product, Central Health will check the submission for completion. A "Complete" submission means that all items listed, referenced, and otherwise described in this Agreement have been included.

6.3 If the submission is Complete, Central Health will review the Work Product to determine if it is

"Acceptable", which is defined as, in Central Health's opinion, substantial compliance with the technical specifications and requirements has been achieved. If the submission is incomplete, Central Health will notify Consultant, who will perform such professional services as are required to complete the Work Product and will resubmit it to Central Health.

6.4 If Central Health determines that the Work Product is not Acceptable, the Complete Work Product will be returned to Consultant, who will perform any professional services required for such compliance and resubmit the Complete Work Product to Central Health at no additional cost.

6.5 After Acceptance, Consultant will perform any required modifications, corrections, redesigns, and additional work as requested by Central Health and any other governmental entities having jurisdiction over the Project that are necessary to receive final approval by Central Health and to assist in obtaining necessary permits and/or jurisdictional approvals.

6.6 In the event of any dispute over the classification of Consultant's Work Product as "Complete,"

"Acceptable," or "Finally Approved" under this Agreement, the decision of the Project Coordinator will be final and binding on Consultant.

SECTION 7

REVISION TO WORK PRODUCT

7.1 Except as required per Exhibit A, Scope of Services, after Approval by Central Health of the Work

Product, Consultant will, without additional compensation, perform any professional services required as a result of Consultant's development of the Work Product that Central Health has found to be in error or omission. In addition, if it is necessary to revise the Work Product in order to make the Basic and/or Additional Services successful, Consultant will do so without additional compensation. However, after Approval by Central Health, any significant revisions, additions, or other modifications made at Central Health's request for the convenience of Central Health that require Consultant to perform extra services and incur additional expenses may entitle Consultant to additional compensation for such extra services and expenses. This compensation will be paid as an Additional Service in accordance with the rates prescribed in Exhibit B.

SECTION 8

DISPUTES AND APPEALS

8.1 "Dispute" means any and all disagreements, questions, claims, or controversies arising out of or relating to this Agreement, including the validity, construction, meaning, performance, effect, or breach of the Agreement.

8.2 In the event of a Dispute between the Parties, the Parties will promptly, amicably, and in good faith attempt to resolve the Dispute at the Project level through informal negotiations. A disputing party will give written notice of the Dispute to the other party that will contain a brief statement of the nature of the Dispute. If the Parties are unable to resolve the Dispute within thirty (30) days of the adverse party’s receipt of the initial written notice of Dispute, the Parties will endeavor to convene a meeting between senior level decision makers not previously engaged in the Dispute.

If the Parties are unable to resolve the Dispute at the senior level decision maker level within thirty

(30) days of the failure to resolve the Dispute at the Project level, the Parties agree to submit the Dispute to mediation as set forth herein.

8.3 If a Dispute arises between the Parties that cannot be resolved through negotiation, the Parties may submit that Dispute to mediation. The Parties agree to use a mutually agreed upon mediator, or someone appointed by the Court having jurisdiction, as the provider of mediators for mediation as described in Section 154.023 of the Texas Civil Practice and Remedies Code. Unless both Parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. Subject to Chapter 552 of the Texas Government Code, all communications within the scope of the mediation will remain confidential as described in Section

154.073 of the Texas Civil Practice and Remedies Code, unless both Parties agree, in writing, to waive the confidentiality.

SECTION 9

REIMBURSABLE EXPENSES

9.1 “Reimbursable Expenses” means expenses in addition to the compensation for Services specified in Exhibit B. Reimbursable Expenses includes actual expenditures, without markup, made by Consultant in the interest of the Project for only the expenses listed below:

9.1.1 Expense of reproductions, plotting of drawings, and/or other documents for other than the in-house use of Consultant or its subconsultants, except that Consultant will not be reimbursed on a cost per page, printed drawing, or similar basis. Postage and delivery expenses for the Work Product(s) other than between Consultant and its subconsultants are also allowable as Reimbursable Expenses;

9.1.2 Expense of review and permitting fees as required by governmental authorities having jurisdiction over the Project if these are paid by Consultant;

9.1.3 Expense for travel, if required by Central Health and if approved in advance;

reimbursement will be made in strict accordance with Central Health travel policies.

However, all travel to Project meetings or the Project site is considered local travel and shall not be reimbursed.

9.2 Unless this Agreement has been amended or modified as provided in this Agreement, the payments made for each of the above-listed categories of Reimbursable Expenses will not exceed the amounts shown in Exhibit B, if any.

9.3 Central Health will pay Reimbursable Expenses monthly upon presentation of Consultant’s statement of services rendered or expenses incurred. Consultant will submit receipts for all reimbursable expenses with each invoice. Central Health does not reimburse for sales taxes paid by Consultant. Consultant may obtain a Tax Exempt Certificate from the Purchasing Coordinator, which may allow certain purchases without the payment of sales tax.

SECTION 10

SUSPENSION AND TERMINATION OF AGREEMENT

10.1 SUSPENSION. Central Health may suspend performance of this Agreement at any time for any reason without terminating this Agreement by giving Consultant written Notice of Suspension (a "Notice of Suspension"). The "Effective Date of Suspension" will be the date on which Consultant receives the Notice of Suspension, and this date will begin the Suspension Period. Performance may be reinstated and this Agreement resumed in full force and effect within sixty (60) days of receipt by Consultant of written notice of reinstatement from Central Health. Upon the Effective Date of Suspension, Consultant will follow the procedures described below:

10.1.1 Upon receipt of a Notice of Suspension, Consultant will, unless the Notice otherwise directs, immediately begin to phase out and discontinue all services in connection with the performance of this Agreement and will prepare a statement detailing the services performed under this Agreement prior to the Effective Date of Suspension. Copies of all completed or partially completed designs, plans, and specifications prepared under this Agreement prior to the Effective Date of Suspension, including but not limited to the Work Product, will be prepared for delivery to Central Health upon Central Health's request.

10.1.2 During the Suspension Period, Consultant may submit the above-referenced statement to

Central Health for payment of the approved services actually performed under this Agreement, less previous payments.

10.2 TERMINATION FOR CONVENIENCE. Central Health reserves the right to terminate this

Agreement for reasons other than default by Consultant, including for any reason deemed by Central Health to serve the public interest, or resulting from any governmental law, ordinance, regulation, or court order, by delivering to Consultant a written notice (a “Notice of Termination for Convenience”), which will take effect on the fifth (5th) day following receipt by Consultant (“Termination for Convenience”). In the event of Termination for Convenience, Central Health and its officials, agents and representatives will not be liable for loss of any profits or other opportunity cost.

10.2.1 Upon receipt of a Notice of Termination for Convenience and prior to the effective date of termination, Consultant will, unless the Notice of Termination for Convenience otherwise directs, immediately begin to phase out and discontinue all services in connection with the performance of this Agreement and will proceed to promptly cancel all existing orders and contracts insofar as such orders and…