ESBD_File_330306_1. RFQ CIPS23-019 Pre-Qualification for Professional Services with attachments.pdf

Capital Improvements Program

201 N. Brushy Street Leander, TX 78641 www.leandertx.gov

Solicitation Number: CIPS23-019

Project Number: N/A Specification Number(s): 925-17 • 925-28 • 925-44 • 925-46 •

925-61 • 925-67 • 925-70 • 925-86 • 925-87 • 925-93 • 925-96 • 925-97 • 926-00 • 907-00 • 906-00

Request For Qualifications

Pre-Qualification for Professional Services

Responses Due: September 14, 2023, at 2:00PM CT http://www.leandertx.gov/

City of Leander

Request for Qualifications Pre-Qualification for Professional Services

Part I

General

1. Purpose: The City of Leander, herein after “City”, herein after “City”, is seeking an agreement with qualified Individuals, Firms, or Corporations, herein after “Respondents”, to provide Professional Services for the City of Leander. The City is seeking Statements of Qualifications (SOQ) from qualified Respondents with municipal experience and expertise in the technical areas of engineering for the following categories of service:

• Traffic and Roadway Engineering Design and Analysis

• Water and Wastewater Design and Analysis

• Drainage Systems Design and Analysis

• Structural Design and Analysis

• Geotechnical Investigation and Design

• Mechanical, Electrical, Plumbing, Design and Analysis

• Landscape Architect, Design and Analysis

• Environmental and Hazardous Materials Analysis

• Land Surveying

• Plan Review

• Architectural, Design and Analysis

• General Engineering - small municipal projects that are multi-disciplinary in nature. The design may include, but not be limited to, land surveying, street and/or intersection improvements, storm drainage systems which may include piping, inlets, culverts, channels, detention ponds, and water quality controls, utility relocation, parking lot improvements, sidewalks, gateway signage, ADA (Americans with Disabilities Act) ramps and crosswalks or other miscellaneous improvements.

Each Respondent will be scored for each category of service and must submit a unique response per category. It is not expected that every Respondent will have experience in every category, but should only submit on categories that do have experience in. The City will create a pool of pre-qualified professional service Respondents for each of the above categories who will then be contacted for a request for proposal (RFP) as projects come up throughout the Professional Services Agreement period of three (3) years. The resulting agreement of the negotiated RFP will be a Task Order for that individual project. Being approved within this pool does not guarantee that a qualified Respondent will be awarded a Task Order for services. Services are on an as-needed basis.

2. Definitions, Terms and Conditions: By submitting a response to this solicitation, the Respondent agrees that the City’s standard Definitions, Terms and Conditions, in effect at the time of release of the solicitation, shall govern unless specifically provided otherwise in a separate agreement. It is the sole responsibility of Respondents to stay apprised of changes. The City’s Definitions, Terms and Conditions can be obtained from the City’s webpage at:

http://www.leandertx.gov/finance/page/purchasing.

http://www.leandertx.gov/finance/page/purchasing

2.1. Any acceptance to or additional terms and conditions attached to the response will not be considered unless Respondent specifically references them on the front of the Solicitation Document. WARNING: Exception to or additional terms and conditions may result in disqualification of the response.

3. Attachments: Attachments are herein made a part of this solicitation:

3.1. Attachment A: Reference Sheet

3.2. Attachment B: Professional Services Agreement Certification Form

4. Clarification: For questions or clarifications of specifications, you may contact:

Kelly Wenzel, Contract Manager City of Leander Kwenzel@leandertx.gov

The individual listed above may be contacted via email for clarification of the specifications only.

No authority is intended or implied that specifications may be amended or alterations accepted prior to solicitation opening without written approval of the City of Leander through the Capital Improvements Program.

5. Respondent Requirements: The opening of a solicitation shall not be construed as the City’s acceptance of such as qualified and responsive.

5.1. Respondents shall be firms, corporations, individuals or partnerships normally engaged in the provision or service described herein.

5.2. In the case of a firm or corporation, City shall contract only with an experienced team member of the firm with direct expertise in the project type specified. City shall require that only the agreed-to and contracted team interact with City staff. Any changes in staff must be communicated to the City immediately.

5.3. Persons and firms practicing Engineering or Architectural Services in the State of Texas must possess proper licensing and registration in accordance with Texas laws.

5.4. Respondents shall include at least one registered professional engineer or architect qualified for the respective discipline, as Project Manager, with a minimum of five (5) years of experience in providing specified services.

5.4.1. Land Surveying Respondents may be exempt from this requirement but are required to have a Registered Professional Land Surveyor (RPLS) as the Project Manager.

6. Committee Review and Selection: By submitting its SOQ in response to this RFQ, Respondent accepts the evaluation process as outlined in the following section.

A committee of City staff shall be established to evaluate the SOQs, herein after “Committee”. The Committee will review each response to determine the most highly qualified Respondents in each category based on demonstrated competence and qualifications using the following weighted criteria. A consensus score will be assigned to each response.

Respondents may be required to make an oral presentation to the selection team to further present their qualifications. These presentations will provide the Respondent the opportunity to clarify their qualifications and ensure a mutual understanding of the services to be provided and the approach to be used.

Criteria Possible Points

Relevant Qualifications and Experience: Respondent shall provide an overview of the firms, corporations, individuals or partnerships. Respondent shall provide a representative list of similar completed projects within the perspective category in the Central Texas Area within the past five (5) years. The list shall include:

• Project Name and location;

mailto:Kwenzel@leandertx.gov

Criteria Possible Points

• Services provided;

• Proposed Staff that was involved in representative projects and their role;

• Information whether the respondent was the prime professional or a subconsultant;

• Total cost;

• Client name and contact person;

• History of meeting schedules; and

• History of accomplishing services within established budget, including planned vs.

actual.

Proof of licensure shall be required with submittal.

Proposed Staff:

• Names and roles of key personnel proposed to work with the City and their office locations.

• Include resumes for all key personnel and indicate any individuals who have had previous experience on similar projects with in the category. Information shall include education and professional registrations.

• Provide staffing size by areas of expertise.

• Provide staff availability to perform services.

• Provide the proposed Project Manager’s experience with similar types of tasks.

Available Resources and Location: Provide information on size, resources, and business history of the Respondent. Respondent must provide percentage of time allocation the proposed team has to dedicate to the City.

Methodology and Approach: Respondent shall explain how the proposed team will approach, develop, and manage a particular type of project in the category of service. 20

Added Value: Respondent shall explain the added value they provided for the category of service. 10

References Acceptable/ Inacceptable

Total 100

The evaluation process may reveal additional information for consideration. The City reserves the right to modify, without notice, the evaluation structure and weighted criteria to accommodate these additional considerations to serve the best interest of the City.

7. Award: Any awards that the City makes based upon this RFQ will be made at a later time based upon individual project needs. Pre-qualification based upon this RFQ does not guarantee that the City will make any awards to any particular Respondent. The City reserves the right to enter into an Agreement with a single award, split awards, non-award, or use any combination that best serves the interest and at the sole discretion of the City. Award announcement will be made upon City Council approval of staff recommendation and executed agreement. Award announcement will appear on the City’s website at https://bids.leandertx.gov/.

7.1. The City reserves the right to reject any or all responses, or delete any portion of the response, or to accept any response deemed most advantageous, or to waive any irregularities or informalities in the response received that best serves the interest and at the sole discretion of the City.

7.2. Chapter 176, Texas Local Government Code requires that disclosures of certain relationships be made in relation to certain contracts with the City. Local government officers are the members of the City Council, the City Administrator, and other City employees or agents who exercise discretion in planning, recommending, selecting and contracting of a vendor. Please contact the City Secretary for a list of City employees and agents who may qualify as local government officers. Click here Chapter 176, Texas Local Government Code, to review this requirement.

https://bids.leandertx.gov/ http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.176.htm

7.2.1. A completed CIQ Form is required with each response.

https://www.ethics.state.tx.us/forms/conflict/

7.2.2. Once selections are made and the City has the intent to award, the successful Respondents will be required to submit Form 1295 to the State of Texas electronically prior to executing the Professional Service Agreement. Form 1295 must be sent to the City.

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

8. Agreement Term: The initial term of the resulting Professional Service Agreement shall be three

(3) years.

8.1. The term “agreement” shall mean the executed contract awarded as a result of this solicitation and all exhibits thereto. At a minimum, the following documents will be incorporated into the agreement:

8.1.1. Solicitation document, attachments and exhibits;

8.1.2. Solicitation addendums, if applicable;

8.1.3. City’s Definitions, Terms and Conditions;

8.1.4. Successful Respondent’s submission;

8.1.5. Fully executed Master Services Agreement.

8.2. If the Respondent fails to perform its duties in a reasonable and competent manner, the City shall give written notice to the Respondent of the deficiencies and the respondent shall have thirty (30) days to correct such deficiencies. If the Respondent fails to correct the deficiencies within the thirty (30) days, the City may terminate the agreement by giving the Respondent written notice of termination and the reason for the termination.

8.3. If the agreement is terminated, for any reason, the respondent shall turn over all records, to include but not be limited to the following: incomplete work product, drawings, plans and estimates, digital files, and CAD files to the City within fifteen (15) working days after completion of duties contained in the agreement.

9. Prompt Payment Policy: Payments will be made in accordance with the Texas Prompt Payment Law, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Successful Respondent within thirty days after the acceptance of the supplies, materials, equipment, or the day on which the performance of services was completed or the day, on which the City receives an acceptable invoice for the supplies, materials, equipment or services, whichever is later. The Successful Respondent may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by the City in the event:

9.1. There is a bona fide dispute between the City and Successful Respondent concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or

9.2. The terms of a federal agreement, grant, regulation, or statute prevent the City from making a timely payment with Federal Funds; or

9.3. The is a bona fide dispute between the Successful Respondent and a subcontractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late; or

9.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the Task Order or Professional Services Agreement.

10. Non-Appropriation: The resulting Agreement is a commitment of the City’s current revenues only.

It is understood and agreed the City shall have the right to terminate the Agreement at the end of any https://www.ethics.state.tx.us/forms/conflict/ https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as determined by the City’s budget for the fiscal year in question. The City may affect such termination by giving successful Respondent a written notice of termination at the end of its current fiscal year.

11. Costs Incurred: Respondent shall acknowledge that the issuance of a solicitation shall in no way obligates the City to award a contract or to pay any costs associated with the preparation of a response to said solicitation. The costs in developing and submitting proposals, preparing for and participating in oral presentations or any other similar expenses incurred by a Respondent are the sole responsibility of the Respondent and shall not be reimbursed by the City.

Part II

Schedule

1. Solicitation Schedule: It is the City’s intention to comply with the following solicitation timeline:

Event Event Date* RFQ Released July 20, 2023 Deadline for Respondent Questions Submitted to the City of Leander August 8, 2023, by 5:00PM CT

Questions and Answers to be posted on the City of Leander website on or before August 11, 2023, by 5:00PM CT

RFQ Opened (last day to submit Responses) September 14, 2023, at 2:00PM CT Oral Presentation (if necessary) TBD Agreement Award Target No later than January 2024 Professional Services Agreement(s) (PSA) to Begin Upon City Council Approval of the Pre-Qualified Pool and Fully Executed PSA Documents.

*The City of Leander reserves the right to change the dates in the Schedule of Events above upon written notification to prospective Respondents through a posting on the City of Leander website. It is the responsibility of interested Respondents to check the City of Leander website for all updates and changes.

All questions regarding the solicitation shall be submitted via email to kwenzel@leandertx.gov or through the online portal located at https://bids.leandertx.gov/ by 5:00 PM on the due date noted above. A copy of all the questions submitted and the City’s response to the questions shall be posted on our webpage at: https://bids.leandertx.gov/

2. Solicitation Updates: Respondents shall be responsible for monitoring the City’s website at:

https://bids.leandertx.gov/ for any updates pertaining to the solicitation described herein. Various updates may include addendums, cancelations, notifications, and any other pertinent information necessary for the submission of a correct and accurate response. The City will not be held responsible for any further communication beyond updating the website.

3. Response Due Date: Signed and sealed responses are due no later than September 14, 2023, at 2:00PM CT, on the date noted above to the CIP Department. Mail or carry sealed responses to:

FedEx, UPS or Hand Deliver to:

City of Leander CIP Department 201 N. Brushy Street Leander, Texas 78641

Mail to:

City of Leander CIP Department PO Box 319 Leander, TX 78646

3.1. Responses received after this time and date shall not be considered.

mailto:kwenzel@leandertx.gov https://bids.leandertx.gov/

3.2. Sealed responses shall be clearly marked on the outside of packaging with the Solicitation title, number, due date and “DO NOT OPEN”.

3.3. Facsimile or electronically transmitted responses will not be accepted.

3.4. Late responses will be returned to Respondent unopened if return address is provided.

3.5. Responses cannot be altered or amended after opening.

3.6. No response can be withdrawn after opening without written approval from the City for an acceptable reason.

3.7. The City will not be bound by any oral statement or offer made contrary to the written specifications.

4. Agreement Negotiations: This Solicitation is intended to satisfy phase one of procurement laws for acquiring professional services. Phase one of the procurement process is identifying the most qualified Respondent(s), and phase two is formal negotiation with the most qualified Respondent to establish a Task Order per each specific project’s needs. In establishing a Professional Services Agreement and Task Order as a result of the solicitation process, the City may:

4.1. Phase One Process.

4.1.1. Review all RFQ submittals and determine which Respondents are most advantageous to the City and reasonably qualified through the evaluation process for award of a Professional Services Agreement.

4.2. Phase Two Process.

4.2.1. Attempt to negotiate with the most responsive, qualified Respondent an agreement at fair and reasonable terms, conditions and cost.

4.2.2. If negotiations are successful, enter into a Task Order.

4.2.3. If not successful, formally end negotiations with that Respondent. The City may then:

4.2.3.1. Select the next most highly qualified Respondent and attempt to negotiate an agreement at fair and reasonable terms, conditions and cost with that Respondent.

4.2.3.2. The City shall continue this process until an agreement is entered into or all negotiations are terminated.

4.3. The City also reserves the right to reject any or all submittals, or to accept any submittal deemed most advantageous, or to waive any irregularities or informalities in the submittal received.

4.4. The City reserves the right to deviate from the professional services list of pre-qualified Respondents and issue other requests for qualifications if it is deemed best value for the City.

4.5. The City reserves the right to obtain a list from the Respondent of current projects and pending solicitation responses from the Respondent at the time of negotiating and obtaining a Task Order with that Respondent.

4.6. The City and Respondent shall have a post award meeting to discuss, but not be limited to the following:

4.6.1. Provide City contact(s) information for implementation of Task Order or Professional Services Agreement.

4.6.2. Identify specific milestones, goals and strategies to meet objectives.

Part III

Response Requirements

1. Solicitation Submission Requirements: To achieve a uniform review process and obtain the maximum degree of comparability, the responses shall be organized in the manner specified below.

Responses shall not exceed thirty-five (35) pages in length (excluding title page, index/table of contents, City required attachments, addendums, proof of licensure or requested work sample (on flash drive) and dividers).

The Respondent shall submit one (1) original signed paper copy and three (3) copies, clearly identified as a “COPY” of its Response.

In addition, the Respondent shall submit one (1) flash drive, each containing a complete copy of Respondent’s submission and a redacted confidential submission in an acceptable electronic format

(PDF, RTF, TXT, DOC, XLS).

A complete copy of the Response includes all documents required by this Solicitation. The flash drive shall be titled: “SOLICITATION NUMBER – Complete copy of [Name of Respondent]’s submission”.

The confidential submission shall be titled: “SOLICITATION NUMBER - Complete copy of [Name of Respondent]’s submission – CONFIDENTIAL”. The Confidential submission copy must be redacted of any information deemed confidential by the Respondent. This Confidential copy will be used in responding to the Open Records Request.

Failure to provide a flash drive may result in disqualification for award.

If supplemental materials are included with the Response, each flash drive must include the same such supplemental materials. The Response and accompanying documentation are the property of the City and will not be returned.

2. Title Page: Show the solicitation title and number, solicitation date, the name of Respondent, Federal EIN, address, telephone number(s) name of Respondent’s Project Administrator who may be contacted regarding the SOQ.

2.1. To minimize identity theft, every company MUST have an Employers Identification Number (EIN) prior to award of a contract. For information on obtaining your EIN, you may contact the IRS at

(800) 829-4933 or visit https://www.irs.gov/forms-pubs and complete the Form SS-4.

3. Letter of Transmittal: Identify the category of service for which solicitation has been prepared.

3.1. Legal name of Respondent;

3.2. Texas Engineering Board Respondent registration number (if applicable);

3.3. Location of office that shall conduct work;

3.4. Contact persons;

3.5. Legal business description; (Individual, Partnership, Corporation, Joint Venture, etc.)

3.6. The Category in which the SOQ is prepared for;

3.7. Provide a statement on the availability, interest, and commitment of the Respondent, its principal(s) and assigned professionals to undertake the projects in the category of service, reporting responsibilities and how the Respondent will interface with the City of Leander’s Project Manager.

3.8. Signed in permanent ink by a corporate officer or other individual who has the authority to bind the Respondent. The name and title of the individual(s) signing the solicitation shall be clearly shown immediately below the signature.

4. Table of Contents: Present a clear and comprehensive identification of the contents of the SOQ by tab and page number.

5. Response Checklist: This Checklist is to assist the Respondent in ensuring that all information is included in their response. Respondents must refer to the appropriate section of the solicitation for detailed information on the following. Response pages must be numbered and contain an organized, paginated, table of contents corresponding to the Section and pages of the Response. Response shall include all of these elements or may be disqualified.

Tab Number

Requested Item Section or Attachment

1 Title Page (1 page) Part III; Section 2

1 Letter of Transmittal (1 page) Part III; Section 3

1 Table of Contents (1 page) Part III; Section 4

2 Relevant Qualifications and Experience Part I; Section 6

3 Available Resources and Location Part I; Section 6

4 Methodology, Approach and Timeline Part I; Section 6

5 Added Value Part I; Section 6

6 References Attachment A

6 CIQ Form Part I; Section 7.2.1

7 Terms & Conditions Issues Part I; Section 2

8 Proposer’s Contract and/or Terms and Conditions Part I; Section 2

9 Professional Services Agreement Certification Form Attachment B

10 Solicitation Addenda, if applicable ESBD and/or the City of Leander Website

6. Confidentiality Of Content: All documents submitted in response to a solicitation shall be subject to the Texas Public Information Act. Following an award, responses are subject to release as public information unless the response or specific parts of the response can be shown to be exempt from the Texas Public Information Act. Pricing is not considered to be confidential under any circumstances.

6.1. Information in a submittal that is legally protected as a trade secret or otherwise confidential must be clearly indicated with stamped, bold red letters stating "CONFIDENTIAL" on that section of the document. The City will not be responsible for any public disclosure of confidential information if it is not clearly marked as such.

6.2. If a request is made under the Texas Public Information Act to inspect information designated as confidential, the Respondent shall, upon request from the City, furnish sufficient written reasons and information as to why the information should be protected from disclosure. The matter will then be presented to the Attorney General of Texas for final determination.

7. Ethics Ordinance and Disclosure Statements: The City’s Ethics Ordinance requires persons seeking to enter discretionary contracts with the City or appearing before the City Council or another City board or body to disclose certain conflicts of interest. The relevant sections of the Ethics Ordinance are set forth below. The Ethics Ordinance can be found in Article 9.05, Chapter 9 of the City’s Code of Ordinances at the following link:

http://z2codes.franklinlegal.net/franklin/Z2Browser2.html?showset=leanderset http://z2codes.franklinlegal.net/franklin/Z2Browser2.html?showset=leanderset

Sec. 9.05.007 Persons doing business with the city

(a) Persons seeking discretionary contracts.

(1) For the purpose of assisting the city in the enforcement of provisions contained in this article, an individual or business entity seeking a discretionary contract from the city is required to disclose in connection with a proposal for a discretionary contract any conflict of interest. This is set forth in sections 9.05.004 and 9.05.005 of this article. Further, the individual or business entity agree to abide by the same ethical standards as set forth for public servants in this article.

(2) Subsection (a) of this section will become a permanent footnote on documents contained in city bid packets for discretionary contracts.

(b) Disclosure of conflicts of interest by persons appearing before a board or city body. A person appearing before any city board or other city body for the purpose of doing business with the city shall disclose to that board or body any facts known to such person which may show or establish that:

(1) An employee or officer of the city that advises or makes presentations to the board or city body; or

(2) Any member of the board or city body; has or may have a conflict of interest pursuant to chapter 171, Tex. Loc. Gov’t. Code, or an interest which would violate the ethical standards set forth in this article, if he or she were to participate in the processing or consideration of the subject matter.

Sec. 9.05.009(f) Disclosure by persons appearing before a city body. Any person who appears before any city body who has had business dealings within the preceding 12-month period involving one or more transactions of five hundred dollars ($500.00) or more each quarter, or for a total of twenty-five hundred dollars ($2,500.00) or more, within the preceding 12-month period with a councilmember, commissioner, or business entity in which a councilmember or commissioner has a substantial interest, shall disclose such business dealings at the time of the appearance. Any person who shall intentionally or knowingly fail to make the aforesaid disclosure shall be guilty of a misdemeanor and shall be fined in accordance with this article.

http://z2codes.franklinlegal.net/franklin/DocViewer.jsp?docid=84&z2collection=leander#JD_9.05.004 http://z2codes.franklinlegal.net/franklin/DocViewer.jsp?docid=84&z2collection=leander#JD_9.05.005

ATTACHMENT A

RESPONDENT’S REFERENCE SHEET

PLEASE COMPLETE AND RETURN THIS FORM WITH THE SOLICITATION RESPONSE

SOLICITATION NUMBER:

RESPONDENT’S NAME: DATE:

Provide the name, address, telephone number and E-MAIL of at least three (3) Municipal and/or Government agencies or firms of comparable size that have utilized similar service within the last two (2) years. City of Leander references are not applicable. References may be checked prior to award. Any negative responses received may result in disqualification of submittal.

1. Company’s Name Name of Contact Title of Contact E-Mail Address Present Address City, State, Zip Code Telephone Number ( ) Fax Number: ( )

2. Company’s Name

Title of Contact E-Mail Address Present Address

3. Company’s Name

Title of Contact E-Mail Address Present Address

FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY

AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD.

Please ensure that this form is completed in its entirety and signed. Incomplete forms will not be incorporated into the solicitation response. If changes are requested Respondents must include the original language and specific change being requested for each change. Additions, deletions, or modifications that change the legal or material nature of the original language of the Professional Services Agreement will not be accepted as a complete response. If no changes are being requested from the Respondent, please fill out the “Respondent Name” and “Solicitation No.” fields, then mark a “N/A” in the “Title and Section of change(s) request” and “Description of Change” fields.

Respondent Name:

Solicitation No.:

Title and Section of change(s) request:

Description of Change:

Must include original language of the change request and provide alternative language or justification for the change.

Signature Date

Printed Name/ Title Company Name

Professional Services Agreement Certification Form - Attachment B

Please sign to acknowledge this Attachment. Place acknowledgement in solicitation response.

The person who signs this Form must have the authority to bind the company into a contract.

City of Leander Professional Services Agreement – Engineering Master Contract 7.2023

CITY OF LEANDER

PROFESSIONAL SERVICES AGREEMENT – ENGINEER

MASTER CONTRACT

_______________ (name of firm)

STATE OF TEXAS §

COUNTY OF WILLIAMSON §

THIS AGREEMENT, is made and entered into this day by and between the City of Leander, a home rule municipal corporation, organized and existing under the laws of the State of Texas, acting by and through its duly authorized representative, and hereinafter referred to as the OWNER, and _________________________________, acting by and through its duly authorized representative, hereinafter referred to as the ENGINEER.

WHEREAS, the OWNER has determined the need to undertake individual, specific projects from time to time that are approved by an individual and specific Task Order, as needed, relative to an individual, specific project using the form attached hereto as Exhibit “A” (the “Task Order”) approved by the OWNER for an individual, specific project (the “PROJECT”) in accordance with its purchasing guidelines and state law and the terms and conditions of this AGREEMENT; and

WHEREAS, to address the PROJECT needs, the OWNER requires professional engineering and associated services; and

WHEREAS, the ENGINEER, having professional and technical employees versed in fields of endeavor appropriate for the conduct of the PROJECT including employees duly licensed and registered to practice engineering in the State of Texas, and employees or Subconsultants duly licensed and registered in the State of Texas to provide land surveying and other required professional services, and has the professional abilities and expertise to undertake the required services; and

WHEREAS, the ENGINEER has agreed to provide professional engineering and related services for the PROJECT, as is more fully set out the Task Order;

NOW THEREFORE, the OWNER and the ENGINEER, in consideration of their mutual covenants herein, agree in respect to the performance of the professional services to be furnished or rendered by the ENGINEER and to the payment for these services by the OWNER, as set forth above and hereinafter.

SECTION I

EMPLOYMENT OF THE ENGINEER

AND PERFORMANCE OF SERVICES

A. GENERAL

The OWNER agrees to employ the ENGINEER and the ENGINEER agrees to perform the professional engineering and other professional services that will be stated in the Task Order and in the Sections relative to the PROJECT; and, in rendering such services, the

Sam ple

OWNER agrees to compensate the ENGINEER as stated herein. ENGINEER shall report to OWNER'S designated representative for the PROJECT (see Section IV also). To the extent of any conflict between the terms of this AGREEMENT, and the provisions set forth in the “Task Order”, the terms of this AGREEMENT shall control.

B. GEOTECHNICAL LABORATORY SERVICES

If geotechnical laboratory services are provided for the PROJECT through this

AGREEMENT, either by the ENGINEER or its subconsultant(s), these services shall be performed by a laboratory accredited, in soils or geotechnical testing as appropriate, by the American Association of Laboratory Accreditation or by the American Association of State Highway and Transportation Officials. The ENGINEER agrees to provide evidence to the OWNER of such accreditation on an annual basis for the duration of this AGREEMENT.

SECTION II

BASIC PROJECT SERVICES OF THE ENGINEER

The ENGINEER shall serve as the OWNER’S professional consultant in those phases of the PROJECT to which this AGREEMENT applies; and, will give consultation and advice to the OWNER during the performance of its services.

The ENGINEER shall, in the scope of its Work, perform the services described in any Task Order issued as a result of this Master Professional Services Agreement. ENGINEER shall only commence the Work described in the Task Order as authorized by the OWNER (in subsequent written authorizations to proceed) as described hereinafter. All work performed in connection with this AGREEMENT shall be performed in accordance with high professional standards, and within the time periods for the completion of the services required by the Task Order. Once ENGINEER is authorized to perform services, ENGINEER shall commence the performance of the services within 10 days following authorization and shall diligently pursue the same to completion in a timely manner. If a time period for performance of the services is not set out herein, OWNER and ENGINEER may hereafter agree upon the time period for the completion of services in writing, which shall be attached to and become a part of and incorporated to this Agreement by reference.

As part of its Basic Services, ENGINEER shall provide OWNER on completion of any design, or any phase of a design, with the number of sets of plans for OWNER’s use agreed to by OWNER and ENGINEER, but in no event fewer than five sets (unless otherwise approved in writing by OWNER), and sufficient sets for the use of Contractors and subcontractors in bidding out the PROJECT, if applicable. ENGINEER may establish a fee to Contractors or subcontractors for complete sets of plans to be used by them as part of the bid process in accordance with customary practice within the area in which the PROJECT is located.

All plans provided in connection with the Task Order shall be certified by the ENGINEER as complying with all applicable Federal, State and local laws, and shall be signed and sealed by the ENGINEER. The plans, specifications and data provided by ENGINEER shall be adequate and sufficient to enable those performing the actual work to perform the work as and within the time contemplated by the OWNER and ENGINEER. All subconsutants that perform a component of the design services required under the Task Order, shall similarly prepare a plan showing their portion of the design work, as appropriate, which is similarly certified to, signed and sealed by the subconsultant.

The OWNER acknowledges that ENGINEER has no control over the methods or means of work nor the costs of labor, materials or equipment. Unless otherwise agreed in writing, any estimates of costs by the ENGINEER are for informational purposes only and are not guarantees.

SECTION III

CHANGES IN WORK SCOPE

OWNER, without invalidating this AGREEMENT or the Task Order, may order changes within the general scope of the PROJECT by altering, adding to and/or deleting or deducting from the PROJECT to be performed. If any changes made under this clause to the PROJECT cause an increase or decrease in the ENGINEER’S cost of, or the time required for, the performance of part of the PROJECT, an equitable adjustment will be made by mutual written agreement and the Task Order and the PROJECT will be modified in writing through an approved Task Order Amendment. All such changes shall be under the conditions of this original AGREEMENT. Notwithstanding the foregoing, should the PROJECT be changed or amended due to some error on the part of the ENGINEER, the only equitable adjustment that will be made shall be to the benefit of the OWNER.

SECTION IV

ADDITIONAL SERVICES OF THE ENGINEER

If ENGINEER determines that services outside the scope of PROJECT (“Additional Services”) are required or recommended, or that ENGINEER is being asked by OWNER to perform services not covered by the Task Order, ENGINEER shall notify OWNER that such services are Additional Services, and submit the cost associated with their performance prior to undertaking them to the Owner. If changes deduct from the extent of the the Task Order, the contract sum shall be adjusted accordingly. All such changes shall be under the conditions of the original AGREEMENT. Any provision in this AGREEMENT to the contrary notwithstanding, OWNER shall not be liable to ENGINEER for the costs of any Additional Services in connection with the PROJECT unless OWNER has agreed in writing through a Task Order Amendment to the performance of the services, which have been identified to OWNER as Additional Services, including the cost for such services, prior to the commencement of such services.

SECTION V

THE OWNER'S RESPONSIBILITIES

The OWNER will:

A. Provide information as to its requirements for the PROJECT to the best of OWNER’s knowledge.

B. Designate the OWNER'S REPRESENTATIVE for this PROJECT. ENGINEER understands and agrees that ENGINEER shall obtain instruction and direction of the services to be performed hereunder only from OWNER’s designated OWNER'S REPRESENTATIVE or other representative designated by OWNER in writing. ENGINEER shall not perform services directed or requested by any other person, unless approved by OWNER'S REPRESENTATIVE or other designated representative in writing. In the event ENGINEER is uncertain whether or not it is authorized to perform services, ENGINEER shall seek confirmation from OWNER'S REPRESENTATIVE or other designated representative.

C. Assist ENGINEER by placing at its disposal available reports and other data relevant to the development of the PROJECT which OWNER has had performed in connection with the property or the PROJECT by other service providers.

D. Assist ENGINEER in gaining entry to public and private property as may be required by the ENGINEER in the performance of their services under the Task Order.

E. Examine all studies, reports, sketches, estimates, proposals and other documents presented by the ENGINEER and render decisions pertaining thereto within a reasonable time so as not to unreasonably delay the services of the ENGINEER.

F. Furnish, or direct ENGINEER (by way of written Supplemental Amendment to this AGREEMENT (see Section VI) to provide necessary Additional Services as stipulated in Section III of this AGREEMENT or other services as may be required by the OWNER.

SECTION VI

PAYMENTS TO THE ENGINEER

A. OWNER agrees to pay the ENGINEER as full compensation for the professional engineering and associated services herein contracted for as follows:

1. Basic Services: The total fee for each PROJECT described in a Task Order shall be set forth in the Task Order for the PROJECT and shall not exceed the amount set out in the Task Order (“Basic Services Fee”). Compensation for Services will be reimbursed on a unit price per unit of work basis in accordance with the defined unit prices detailed in the Task Order and will not exceed the Basic Services Fee. Unless otherwise agreed to by the parties in writing, reimbursable PROJECT related expenses, including, but not limited to copying charges, long-distance phone calls, travel expenses, will be included within the Basic Services Fee. If the parties agree that reimbursable expenses are to be billed separately, they shall also itemize the expenses that will be reimbursed and agree on a not-to-exceed amount for such reimbursable expenses and that such expenses shall be invoiced at direct cost with no overhead mark-up.

2. Additional Services: Compensation will be charged based on the actual hours expended by ENGINEER’S personnel and billed at ENGINEER’S Standard Hourly Rates identified in Exhibit “B” attached hereto and incorporated herein for all purposes.

B. METHOD OF PAYMENT

1. Payments on account of ENGINEER’S Work on the PROJECT relative to the Task Order shall be made to ENGINEER within 30 days after invoice is received and approved by OWNER for payment, subject to the terms of this AGREEMENT.

2. For all services rendered, payment for undisputed amounts is due as provided above, subject to the rights and remedies of OWNER. Invoices for payment of services shall not be submitted to OWNER more frequently than once per month. Billing shall include reasonable documentation of cost of services rendered during the previous month in such form and with such content as OWNER may reasonably require. Interest shall accrue on undisputed amounts which have not been paid in accordance with the provisions of this AGREEMENT and are past due, in accordance with the provisions of Section 2251.021 of the Texas Government Code, as amended, unless delay in payment is due to the fault of ENGINEER including improper, contested or inadequate billing procedures followed by the ENGINEER, or the exercise of any rights or remedies by OWNER under the terms of this AGREEMENT.

3. Invoice amounts in excess of the maximum not-to-exceed amount(s) identified above, incurred prior to OWNER'S written consent shall be at ENGINEER’S risk and OWNER is not obligated to pay such billings or expenses. ENGINEER shall closely monitor the amount of their work and notify OWNER within five (5) working days when expenditures for any phase of work reaches eighty (80) percent of the maximum not-to-exceed amount(s) identified herein.

Nothing herein shall be construed to require the OWNER to increase the approved maximum not-to-exceed contract amount(s) established under this AGREEMENT.

4. For all services rendered, ENGINEER’S payment to subconsultants is due within ten calendar days after receipt of payment from the OWNER and, when appropriate, OWNER may issue joint checks to the ENGINEER and subconsultants.

5. Cost of services furnished by subcontractors or subconsultants shall be reimbursed at invoice cost, unless otherwise agreed to by the parties in writing.

SECTION VII

TERMINATION AND DEFAULT

The OWNER shall have the right to terminate this AGREEMENT or any Task Order at any time after thirty (30) days notice to the ENGINEER. OWNER shall pay the ENGINEER for services rendered and obligations incurred to date of termination and ENGINEER shall submit to the OWNER all Work and documents prepared to that point. Payment to the ENGINEER of lump-sum not-to-exceed amounts shall be proportional to services performed to the date of termination. OWNER will pay a proportionate share for the partially completed Work product of any partially completed unit of Work through the date of termination. The value of such partially completed unit of Work will be determined by OWNER based on actual costs incurred.

In no case will the compensation paid to ENGINEER for partial completion of the PROJECT exceed the amount the ENGINEER would have received had the PROJECT been completed.

In the event OWNER, through no fault of ENGINEER, fails to perform one or more of its obligations under the terms of this Agreement, ENGINEER shall provide OWNER with written notice of the default, and a reasonable opportunity to cure the same, but in no event shall such cure opportunity be less than thirty (30) days. If OWNER fails to cure a material default, or to initiate appropriate action to cure a material default, within such cure period, then ENGINEER shall have the right, as its exclusive remedy, to terminate this Agreement or any Task Order, in which event OWNER shall be liable to ENGINEER for all services rendered and obligations incurred to date of termination and ENGINEER shall submit to the OWNER all Work and documents prepared to that point. Payment to the ENGINEER shall be proportional to services performed to the date of termination calculated in accordance with the previous paragraph.

In the event ENGINEER, through no fault of OWNER, fails to perform one or more of its obligations hereunder or defaults under the terms of this AGREEMENT or any Task Order, OWNER shall provide ENGINEER with notice of the default, and a reasonable opportunity, not to exceed thirty (30) days to cure the same. In the event a cure is not effected during such cure period, OWNER, in addition to any other rights and remedies provided by this AGREEMENT, shall have the right to pursue one or more of the following: (a) terminate this AGREEMENT or any Task Order, (b) withhold payments due to ENGINEER until the default is cured to OWNER's satisfaction, or (c) pursue any rights and remedies available at law or equity. The ENGINEER shall not be entitled to any fees or reimbursable expenses other than the fees or reimbursable expenses then due and payable as of the time of termination and then only for those services that have been timely and adequately performed by the ENGINEER considering the actual costs incurred by the ENGINEER in performing the Work at date of termination, the value of the Work that is nonetheless usable to the OWNER, the cost to the OWNER of employing another ENGINEER to complete the work required and the time required to do so, and other factors that affect the value to the OWNER of the work performed at tme of termination. All rights and remedies provided by this AGREEMENT, or available at law or equity shall be cumulative and not exclusive, and may be exercised concurrently or successively.

SECTION VIII

SUCCESSOR AND ASSIGNS

This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors, executors and assigns. The foregoing notwithstanding, the ENGINEER shall not assign or transfer its interest in this AGREEMENT without the prior written consent of the OWNER. Any transfer or assignment made without OWNER’S prior written consent shall not be binding upon OWNER unless expressly ratified by OWNER in writing, and shall not relieve ENGINEER of its obligations hereunder.

SECTION IX

OWNERSHIP AND USE OF DOCUMENTS

The ENGINEER agrees that items such as plans, drawings, photos, designs, studies, specifications, data, computer programs, schedules, technical reports, or other work products, including electronic files and raw data, which prepared under or pursuant to this

AGREEMENT or any Task Order (the “Work Product”) are subject to the rights of the OWNER in effect on the date of execution of this AGREEMENT or any Task Order. These rights include the right to use, duplicate and disclose such items, in whole or in part, in any manner and for whatever purpose; and, to have others do so, and to use such items in connection with the PROJECT and any subsequent alterations thereto. Upon completion or termination of this Agreement, the ENGINEER shall deliver all Work Product to the OWNER, and all Work Product shall otherwise be made available, upon request, to the OWNER without restriction or limitation on the further use of such materials, provded, however, that such materials are not intended or represented to be suitable for reuse by the OWNER or others. Any reuse without prior verification or adaptation by the ENGINEER for the specific purpose intended will be at the OWNER’s sole risk and without liability to the ENGINEER.

If an item produced by the ENGINEER is copyrightable, the ENGINEER may copyright it, subject to the rights of the OWNER. The ENGINEER grants to OWNER a royalty-free, non-exclusive and irrevocable license to reproduce, publish, modify and use such items and to authorize others to do so. Without limiting the generality of the foregoing, if the services of ENGINEER are terminated under this AGREEMENT or any Task Order, OWNER shall have the right to use the Work Product produced by ENGINEER, and to allow others to do so, in connection with the PROJECT. The ENGINEER shall include in its subconsultant contracts appropriate provisions to achieve the purpose of this Section IX.

All such items furnished by the ENGINEER pursuant to this AGREEMENT and any Task Order are considered instruments of its services in respect to the PROJECT. It is understood that the ENGINEER does not represent such items to be suitable for reuse on any other project. If the OWNER reuses such items without the ENGINEER'S specific written verification or adaptation, such reuse will be at the risk of the OWNER, without liability to the ENGINEER. Any such verification or adaptation requested by the OWNER may entitle the ENGINEER to further compensation at an amount agreed upon between the OWNER and the

ENGINEER.

SECTION X

ENGINEER'S RESPONSIBILITY AND LIABILITY

All services performed in connection with this AGREEMENT or any Task Order shall be performed in accordance with high professional standards, in a non-negligent manner, free from defects, and in accordance with the terms of this AGREEMENT. Acceptance and approval by the OWNER of the final PROJECT Report or other documents or services produced by ENGINEER, shall not constitute nor be deemed a release of the responsibilities and liability of the ENGINEER for the accuracy and competency of the ENGINEER’S Work Products, design, or other documents, and services prepared/performed under this AGREEMENT or any Task…