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Kleinfelder, Inc-Belt Line Materials Testing-CN 2021-08-11City of Coppell Public Works Department Routing Sheet for Approval of Contracts and Agreements Vendor Name: Kleinfelder Inc Date: 8/11/2021 Contracted Work/Project: S. Belt Line Materials Testing — S't—ICS cel Explanation: Materials testing contract for S. Belt Line Reconstruction - $154,600 - 2021 Street CIP Fund Q 0 0✓ 0 Council Approved: Yes / No If yes, Date: 8/10/2021 Budget Approved: Yes / No Ethics Certificate Required: Yes / No If Yes, Copy is Attached: Yes / No ® New Vendor ® Existing Vendor ® Renewing Contract Routing Sequence: Initials Date 1. Employee initiating contract/agreement: Mike Garza MG 8/1123 (Include W-9 & CIQ form if vendor is not in system.) 2. Supervisor Authorization: 3. Purchasing Manager/Technician: (Signature needed only if vendor is new to system or contract has been changed since last time used) 4. Director of Public Works Authorization: Kent Collins x2-- 8 I6 e 5. Deputy City Manager Authorization: Traci Leach/Vicki Chiavetta Comments: 6. City Manager: Comments: Mike Land A /� Z./ 7. Originals back to Administrative Manager: Kyra Jansen 8. Copy of contract/agreement to Jennifer Miller: DYES / NO= (0*'_ \ KLE//VFELOER Bright People. Right Solutions. August 2, 2021 Proposal No.: DFW21 P128662 City of Coppell Engineering -Public Works 816 S. Coppell Road Coppell, Texas 75019 Attention: Mr. Darryl Zbranek Chief Construction Inspector Subject: Construction Materials Engineering & Testing Services Proposal S. Beltline Rd — Paving, Water, Sanitary Sewer and Drainage Improvements Coppell, Texas Dear Mr. Zbranek: Kleinfelder is pleased to submit this proposal for construction materials engineering and testing and/or observation (CoMET) services for the S. Beltline Road reconstruction project. The project consists of reconstruction of roadway, sidewalk, and utility improvements along Beltline Road from IH635 Frontage Rd to Southwestern Blvd. PROJECT INFORMATION Based on our understanding of the project plans and specifications, prepared by Halff Associates, Inc. (dated July 2021) we understand that this project will include the following: 10" Reinforced Concrete Paving over 8" Flexible Base 4" Reinforced Concrete Sidewalks Storm Drainage Pipeline and Inlet Installation • Waterline and Sanitary Sewer Pipeline Improvements SCOPE OF SERVICES The following scope of services is based on project plans and our discussions with the City of Coppell's project representatives. Our construction materials engineering & testing services scope is limited to providing periodic testing and/or observations for the previously mentioned construction activities. We anticipate for this project that services will be provided on a periodic or call -out basis. We understand that City of Coppell personnel will be scheduling our services, and the number of hours and level of effort that we based our proposal on should be considered approximate since it is not based on a published construction schedule. If a schedule becomes available, we can review this schedule against our assumptions and be more definitive in our scoping. LOCALMKT.WEOH/DFW21 P128662 Page 1 of 4 August 2, 2021 © 2021 Kleinfelder www.kleinfelder.com 7805 Mesquite Bend Drive, Suite 100, Irving, TX 75063 p 1972.868.5900 f 1972.409.0008 We agree to provide a technician(s) to provide the construction materials field testing and observation services as follows. To most effectively serve the client and facilitate the construction process, our services should be scheduled 24 -hours in advance. We understand that the construction process incorporates a large degree of variability and as such, we will do our best to accommodate scheduling calls made on the same day as our services are needed but we cannot guarantee that we can satisfy service requests made after-hours or on the same day as the services are needed to be performed. Earthwork Perform earthwork (soils) observation and testing services including: • Obtain and perform laboratory moisture/density relations (standard proctor- ASTM or TxDOT methods) and soil classification tests (liquid limit, plastic limit, and percent finer than no. 200 sieve analysis) for each client -requested soil type. • Perform in-place moisture/density tests in accordance with the project and City specifications for utility backfill materials and concrete pavement subgrades Reinforcing Steel Reinforcing steel installation observation will typically be performed by the City of Coppell inspection staff. If requested, an engineering technician from our office will perform observation services on concrete reinforcing steel prior to concrete placement as follows. The following assumptions were made for estimating the quantities for our concrete reinforcing steel services: • Perform reinforcing steel observation as requested and coordinated with City Inspectors to complement the City's reinforcing steel inspection. • Reinforcing steel observations will be performed immediately prior to concrete placement and will not require a separate trip to the project site. Cast -In -Place Concrete Perform testing during concrete placement events including: • Ambient air and concrete temperature field -measurement • Total air content of concrete field -measurement • Concrete slump measurement • Cast four inch by eight inch concrete test cylinders at the rate of 5 cylinders for every 100 cubic yards of concrete or fraction thereof placed per day, or as ,directed by the City's representative. The following assumptions were made for estimating the quantities for cast -in-place concrete: • Pavement concrete placement will consist of pour events with a minimum of 50 cubic yards placed per event. • Miscellaneous concrete pour events such as the sidewalk, storm inlets, sanitary sewer encasement, drive intersections, and pavement segments may consist of pour events with less than 50 cubic yards placed per event. LOCALMKT.WEOH/DFW21 P128662 Page 2 of 4 August 2, 2021 © 2021 Kleinfelder www.kleinfelder.com KLEINFELDER 7805 Mesquite Bend Drive, Suite 100, Irving, TX 75063 p 1972.868.5900 f 1972.409.0008 Protect Administration Dispatching, and Reporting Kleinfelder's office staff, including administrators and supervisory technicians will assist in the management of the project as follows: • Coordinate field and laboratory services with the client or their designated representative and dispatch our field staff as scheduled. • Process, finalize, and distribute all field and laboratory test reports. Project Management & Construction Meeting Attendance A project manager from our office will manage this project and attend meetings as follows: • Manage the project operation and services delivery, review and finalize field and laboratory reports, and coordinate with the client and contractor(s) throughout the duration of the project. • Attend a pre -construction meeting. • Attend project meetings as requested for the duration of the project. • Provide general material engineering consultation as requested. ESTIMATED FEES Based on the general scope of work indicated above and take -off quantities, presumed construction procedures, phasing, and schedule, we estimate that the construction materials engineering and testing fees for this project will be approximately $154,600.00. Included in Attachment A are the unit rates that will be used to invoice this project. The invoicing for this project will use the attached Schedule of Fees and the actual quantity of work performed. The estimated total will not be exceeded without prior approval. The City of Coppell and Kleinfelder may subsequently agree in writing to provide additional services to be rendered under this agreement for additional, negotiated compensation. COMPENSATION, TERMS AND CONDITIONS AND BASIS OF CHARGES At the time of this proposal, a proposed construction schedule was not available for use in performing our fee estimate. We anticipate that our services will be scheduled on an on-call, as - needed basis by the City of Coppell, or their designated representative, in accordance with the contractor's sequencing of construction activities. LIMITATIONS Our work will be performed in a manner consistent with that level of care and skill ordinarily exercised by other members of Kleinfelder's profession practicing in the same locality, under similar conditions and at the date the services are provided. Our conclusions, opinions and recommendations will be based on a limited number of observations and data. It is possible that conditions could vary between or beyond the data evaluated. Kleinfelder makes no guarantee or warranty, express or implied, regarding the services, communication (oral or written), report, opinion, or instrument of service provided. L0CALMKT.WE0H/DFW21 P128662 Page 3 of 4 August 2, 2021 © 2021 Kleinfelder www.kleinfelder.com KLEINFELDER 7805 Mesquite Bend Drive, Suite 100, Irving, TX 75063 p 1972.868.5900 f 1972.409.0008 Even with diligent monitoring, construction defects may occur. In all cases the contractor is solely responsible for the direction and the quality of the work, adherence to plans and specifications, and repair of defects. This proposal is valid for a period of 45 days from the date of this proposal unless a longer period is specifically required in which case that time frame will apply. This proposal was prepared specifically for the client and its designated representatives and may not be provided to others without Kleinfelder's express permission. TERMS OF ENGAGEMENT Please indicate your approval of the proposal by signing and returning the attached Master Services Agreement and Work Order and returning to our office. A fully executed copy will be returned to you. Any modifications of the attached language must be accepted by both parties and may result in an increase in scope and compensation. Acceptance of the proposal indicates the City of Coppell's review and understanding of the scope of services, budget, and terms. We appreciate the opportunity to provide you with this proposal and look forward to working with you on this project. If you have any questions or wish to discuss, please contact Joel Peters at 214.876.5559 or jdpeters(a-)kleinfelder.com. You can also reach us at the office at 972.868.5900. Sincerely, KLEINFELDER, INC. Texas Registered Engineering Firm F-16438 fzf1v J I Peters, PE Sr. Project Manager Attachment: Fee Schedule Master Services Agreement Work Order L0CALMKT.WE0H/DFW21 P128662 © 2021 Kleinfelder Rich d J. ammerber , PE Sr. Project Manager Page 4 of 4 August 2, 2021 www.kleinfelder.com KLEINFELDER 7805 Mesquite Bend Drive, Suite 100, Irving, TX 75063 p 1972.868.5900 f 1972-409-0008 (KLEINF"ELDER Bright People. Right Solutions. CITY OF COPPELL - S. BELTLINE ROAD CONSTRUCTION MATERIALS ENGINEERING AND TESTING SERVICES PROJECT ESTIMATE AND SCHEDULE OF FEES SERVICES .. Qty,, UNIT' RATE' TOTAL ,. A. Earthwork Field Technician 300.00 hourly $56.00 $16,800.00 Field Density Test 350.00 each $26.00 $9,100.00 Trip Charge 100.00 trip $25.00 $2,500.00 Subtotal: $28,400.00 B. Concrete Testing &Inspection Field Technician 1000.00 hourly $56.00 $56,000.00 Concrete Cylinders 1500.00 each $30.00 $45,000.00 Trip Charge 125.00 trip $25.00 $3,125.00 Subtotal: $104,125.00 C. Lab Testing Standard Proctor, 4" 10.00 each $250.00 $2,500.00 Atterberg Limits 10.00 each $80.00 $800.00 Sieve Analysis -200 10.00 each $75.00 $750.00 Subtotal: $4,050.00 D. Project Management, Administration and Final Reporting Project Manager 60.00 hourly $155.00 $9,300.00 Senior Geotechnical Engineer 5.00 hourly $250.00 $1,250.00 Dispatch / Field Coordination 50.00 hourly $75.00 $3,750.00 Administration / Clerical 60.00 hourly $60.00 $3,600.00 Vehicle Charge 5.00 trip $25.00 $125.00 Subtotal: $18,025.00 Budget Total: $154,600.00 Notes & Assumptions • Overtime rates will be charged at 1.5 times standard hourly rate, and apply to hours worked before 7 AM and after 5 PM. • A minimum one (1) hour is applied for field services. • All vehicle charges account for a roundtrip originating at Kleinfelder's Irving, Texas office to the project site. • This construction materials engineering and testing services estimate is based on estimated quantities of materials and typical and accepted construction procedures and schedule. At the time this estimate was prepared, neither a detailed construction schedule nor anticipated material quantities by the general contractor were available for our use. • Additions or deletions to this work scope (estimated quantities) will be adjusted based on the established unit prices shown. This total estimate will not be exceeded without prior written approval of the client. DFW21P128662 Page 1 of 1 August 2, 2021 © 2021 Kleinfelder CLIENT MASTER SERVICES AGREEMENT COCP-21 This Agreement is made on: August 2, 2021 Between City of Coppell with offices at 816 S. Coppell Road, Coppell, Texas 75019 (Client) And Kleinfelder, Inc. with offices at 7805 Mesquite Bend Drive, Suite 100, Irving, Texas 75063 (Kleinfelder). Recitals A. Client wishes to appoint Kleinfelder to provide certain services (the Services, as defined below) required by Client or Client's agreement with the Owner for one or more projects on a Work Order basis and on the terms and conditions contained in this Agreement. B. Kleinfelder has agreed to perform the Services on the terms and conditions contained in this Agreement. Now it is agreed as follows: 1. CONTENTS OF AGREEMENT 1.1 The parties agree that the documents listed in 1.1(a) through (e) constitute the "Contract Documents" of this Agreement. To establish obligations and resolve ambiguities in the Contract Documents, the following order of precedence will prevail: (a) first, amendments and Change Orders issued in accordance with this Agreement; (b) second, Work Orders (Appendix A, as defined below); (c) third, Kleinfelder's Proposal, dated August 2, 2021, which the Client acknowledges receipt and confirms understanding of, and agreement with the contents thereof, in full (Appendix B), or Kleinfelder's Proposals subsequently issued and referenced, attached or incorporated into Work Orders; (d) fourth, this Agreement; and (e) fifth, those portions of the Client's agreement with Owner dated N/A (Prime Agreement), if and as applicable to Kleinfelder and incorporated as provided in clause 1.4 (Appendix C). 1.2 To the extent of any inconsistency between this Agreement and any Prime Agreement, the provisions of this Agreement will always prevail. 1.3 Any pre-printed terms and conditions on forms used by either party in the administration of this Agreement are void and do not supplement or replace the terms and conditions of the Contract Documents of this Agreement. 1.4 Kleinfelder agrees to be bound to Client in the same way Client is bound to (Owner), to the extent the provisions referenced at clause 1.1(e) are applicable to the Services under a given Work Order and provided those provisions of the Prime Agreement are expressly identified and furnished to Kleinfelder prior to entering into the Work Order. Client Master Services Agreement (USA) January 2020 Page 2 2. APPOINTMENT AND SCOPE OF SERVICES 2.1 This Agreement anticipates the execution of various written work orders (in the form of Appendix A) which the parties agree will specify the scope of Services to be performed (Services) and Client's project for which the Services will be performed (Project), the location of Client's Project for providing the Services (Site), the time period for performance, the agreed fees and additional provisions, if any, applicable to such Services (Work Orders). 2.2 By executing this Agreement, Client does not guarantee any future work, nor does Kleinfelder commit to performing any specific future Work Order. 3. STANDARD OF CARE 3.1 Kleinfelder will perform its Services in a manner consistent with that level of care and skill ordinarily exercised by other members of Kleinfelder's profession practicing in the same locality, under similar conditions and at the date the Services are provided. 3.2 Kleinfelder makes no representation, guarantee or warranty, express or implied, regarding the Services, or any communication (oral or written), certification, report, opinion, or Instrument of Service provided pursuant to this Agreement. 3.3 Kleinfelder will not be responsible for constant or exhaustive inspection of the work, for the means, methods, techniques sequences or procedures of construction, or for the safety procedures employed by any party other than its own employees, subconsultants and subcontractors. 3.4 No level of assessment can conclusively determine whether a property or its structures are completely free of geotechnical hazards or hazardous substances (including but not limited to mold). Client represents that it has carefully reviewed the limitations described in the Proposal. 3.5 Even with diligent observation, some defects, deficiencies, or omissions may occur. Before exercising any other remedy for any alleged breach by Kleinfelder of this Agreement, Client will direct Kleinfelder in writing to re- perform any defective Services within twelve (12) months after completion of the Services. 3.6 Kleinfelder will only sign certifications relating to the Services if Kleinfelder agreed in writing prior to the commencement of the Services to provide such certifications. Such certifications are statements of professional opinion only. 4. KLEINFELDER'S RESPONSIBILITIES 4.1 Kleinfelder will perform the Services as an independent contractor and not as an agent or employee of Client. Nothing in this Agreement creates any special relationship or fiduciary duty. 4.2 Kleinfelder will, as reasonably directed by Client or its authorized agent: (a) provide qualified staff to perform the Services; (b) maintain records of Project activities and costs for no more than three years from its completion of the Services; (c) coordinate to the extent reasonably possible with Client's employees, contractors, consultants so as not to impede the progress of the Project; and (d) require its personnel to maintain a safe, clean and orderly work environment. Client Master Services Agreement (USA) January 2020 Page 3 5. TERM AND TERMINATION 5.1 This Agreement will commence on the date of its execution, except as to any Services authorized by Client and performed by Kleinfelder beforehand, and will continue in effect for two years or until terminated by either party or extended for an additional two years by mutual written agreement of the parties. 5.2 Either party may terminate this Agreement or any Work Order at any time by providing not less than ten (10) days' written notice to the other party. 5.3 Notwithstanding the termination or expiry of this Agreement, the terms of this Agreement will survive and continue to apply to all Work Orders signed by both parties prior to the Agreement's effective termination or expiry date, and until all of the rights and obligations of both parties have been fulfilled. 5.4 Within fifteen (15) days from termination Client will pay Kleinfelder on demand for all Services rendered and costs incurred through to the date of any termination and for all reasonable costs and expenses incurred by Kleinfelder in effecting the termination, including, without limitation, non -cancellable commitments, fixed cost components and other demobilization costs. 6. COMPENSATION 6.1 In consideration for undertaking the Services, the Client shall pay to Kleinfelder the sum specified in each Work Order in payments in accordance with the terms of each Work Order and the payment provisions of this Agreement. 6.2 Client agrees to provide any special invoicing requirements to Kleinfelder in advance of signing this Agreement, to which additional charges may apply. 6.3 The proposed fees set forth in this Agreement shall be open for acceptance for ninety (90) days from the above date. If the Agreement is signed after that date, the proposed fees may be adjusted prior to commencement of Services. The hourly rates charged for Kleinfelder's Services are adjusted annually in January of each year to reflect changes in the various elements that comprise such hourly rates. All adjustments will be in accordance with generally accepted accounting practices as applied on a consistent basis by Kleinfelder and consistent with Kieinfelder's overall compensation practices and procedures. Kleinfelder reserves the right to periodically adjust its fee schedule. 6.4 Kleinfelder will generally submit its invoices to Client on a monthly basis. Client must pay ail invoices within thirty (30) days from the date of invoice, with interest at the rate of one and one-half percent (1 1/2 %) per month payable on all outstanding payments. Interest on all outstanding payments will be charged from the initial date of invoice. 6.5 Kleinfelder may ,suspend performance of Services under this Agreement until it has been paid in full for all outstanding payments, including interest charges. 6.6 Kleinfelder will be entitled to recover from Client on demand all expenses incurred (including all legal costs and expenses) in recovering any outstanding payments from Client. 6.7 All travel will be invoiced at cost and reimbursed by Client. All travel required under this Agreement is subject to the terms, conditions and applicable rates set forth in the U.S. Federal Travel Regulations. 7. INSURANCE 7.1 Kleinfelder will maintain during the term of this Agreement worker's compensation, commercial general liability, automobile liability Insurance and professional indemnity insurance coverage. Client Master Services Agreement (USA) January 2020 Page 4 7.2 Client will maintain during the term of this Agreement adequate insurance coverage and will require and verify any contractors or parties it hires to have adequate insurance coverage. Client agrees that failure to comply with this clause will invalidate any indemnify provided by Kleinfelder under clause 12.1. 8. CHANGES TO SCOPE OF SERVICES 8.1 Client or Kleinfelder may request to modify the scope of Services as set out in any Work Order, whereon both parties agree to negotiate in good faith and execute a written Change Order. A Change Order is an amendment to this Agreement or to a Work Order that modifies the Services and specifies the following: (a) a change in the terms and conditions or Services; (b) an adjustment in the schedule for performance; and (c) the amount of adjustment in Kleinfelder's compensation. 8.2 Kleinfelder will treat as a Change Order any written or oral Client order (including directions, instructions, interpretations, or determinations) which request changes in the Services. Kleinfelder will give Client written notice within a reasonable time of any resulting adjustment in the schedule and compensation. Unless Client objects in writing within 5 business days, the proposed terms of the Change Order with the adjustment in the schedule and price shall become a part of this Agreement. 8.3 If Client and Kleinfelder cannot agree upon an equitable adjustment in the schedule and compensation, and Kleinfelder does not sign the Change Order, the disagreement shall be treated as a Dispute under clause 18. 9. FORCE MAJEURE 9.1 Kleinfelder will not be liable for delay or failure to perform its Services caused directly or indirectly by circumstances beyond its control, including but not limited to, acts of God, fire, flood, war, sabotage, accident, labor dispute, shortage, government action or inaction, changed conditions, delays resulting from actions or inactions of Client or third parties, Site inaccessibility or inability of others to obtain material, labor, equipment, or transportation. 9.2 Should any of the preceding circumstances occur, then the date for completion or any other milestone date shall be adjusted for the delay in accordance with clause 8, provided Kleinfelder reports the delay to Client within a reasonable time of discovery. 10. INSTRUMENTS OF SERVICE 10.1 All data, reports, drawings, plans, or other documents (or copies) provided to Kleinfelder by Client for the purposes of this Agreement will, at Client's written request, be returned upon completion of the Services and payment in full for all Services rendered. Client agrees that Kleinfelder may retain one copy of all such documents. 10.2 Client agrees: (a) all reports, drawings, plans, documents, software, source code, object code, boring logs, field data, field notes, calculations, estimates, laboratory test data and other similar data, documents and work products (or copies thereof) in any form prepared by Kleinfelder pursuant to this Agreement are instruments of service (Instruments of Service), not products; (b) Kleinfelder will retain exclusive ownership, copyright and title to all Instruments of Service, and Client has no rights to incomplete or partial data; (c) all opinions, certifications, communications (oral or written) or Instruments of Service furnished to Client are intended for the benefit of Client for the specific purposes stated herein and therein, are not intended Client Master Services Agreement (USA) January 2020 Page 5 to inform, guide, or otherwise influence any entities or persons other than Client in relation to the Project, and are not intended or represented to be suited for reuse by Client or others, and; (d) reuse without the specific prior written consent of Kleinfelder will be at the user's sole risk and without Kleinfelder liability, and Client agrees (i) to remove Kleinfelder's and Kleinfelder's consultants' names and seals therefrom, and (ii) to defend, indemnify and hold harmless Kleinfelder and Kleinfelder's contractors, consultants, affiliates, directors and employees from and against all losses, damages and liabilities (including all legal expenses) in connection with the unauthorized use. 10.3 Any requests by third parties for reliance upon any communication (oral or written), certification, report, opinion, or Instrument of Service provided by Kleinfelder pursuant to this Agreement will be subject to approval at Kleinfelder's sole discretion and to additional fees, terms and conditions. 11. CLIENT'S RESPONSIBILITIES 11.1 Client agrees to provide and discuss with Kleinfelder on an ongoing basis throughout all available material, data, and information pertaining to the Services, including, without limitation, (i) the composition, quantity, toxicity, or potentially hazardous properties of any material known or believed to be present at any Site, (ii) any hazards that may be present, (iii) the nature and location of underground or otherwise not readily apparent utilities, (iv) summaries and assessments of the Site's past and present compliance status, (v) the status of any filed or pending judicial or administrative action concerning the Site or Project, and (vi) Client records (in electronic format where possible) for such data as benchmarks, plans, maps, and property ownership. 11.2 Client will ensure the cooperation of Client's employees, contractors and consultants with Kleinfelder. 11.3 Client acknowledges and agrees that Kleinfelder is entitled to rely upon the accuracy and completeness of any information given by Client, its employees, contractors and consultants. 11.4 Client will provide reasonable assistance to obtain data and records concerning the Site or Project in the possession, custody or control of third parties. 12. ALLOCATION OF RISK AND INDEMNITIES 12.1 Subject to the limitation of liability provisions of this Agreement, Kleinfelder indemnifies Client against all liabilities, losses or damages caused by the negligence or other fault of Kleinfelder and its employees, agents, representatives, subcontractors, and any other party for whom Kleinfelder is legally responsible (Kleinfelder Parties), but only to the extent such liabilities, losses or damages are caused by the negligence or other fault of the Kleinfelder Parties when compared to the negligence or other fault of all other persons and entities. If California law applies to this Agreement, the parties also expressly agree that this indemnity provision does not include, and in no event shall Kleinfelder be required to assume, any obligation or duty to defend any claims, cause of action, demands, or lawsuits in connection with or arising out of this Project or the Services rendered by Kleinfelder. This clause 12.1 is not intended to and will not in any way be limited by any insurance coverage available to Client under any Kleinfelder insurance policy. 12.2 Client indemnifies Kleinfelder against all liabilities, losses or damages caused by the negligence or other fault of Client and its employees, agents, representatives, subcontractors, and all other parties for whom Client is legally responsible (Client Parties), but only to the extent such liabilities, losses or damages are caused by the negligence or other fault of Client Parties when compared to the negligence or other fault of all other applicable persons and entities. If California law applies to this Agreement, the parties also expressly agree that this indemnity provision does not include, and in no event shall Client be required to assume, any obligation or duty to defend any claims, cause of action, demands, or lawsuits in connection with or arising out of this Project or services rendered by Client. This clause 12.2 is not intended to and will not in any way be limited by any insurance coverage available to Kleinfelder under any Client, Owner or Project insurance policy. Client Master Services Agreement (USA) January 2020 Page 6 12.3 Subject to any applicable statutory limitations, the indemnity obligations in this clause 12 shall survive the expiration or termination of this Agreement. 13. LIMITATION OF LIABILITY 13.1 The maximum aggregate liability of Kleinfelder arising out of or related to this Agreement and all Work Orders and amendments thereto, whether based in contract or tort or otherwise in law or equity, will be limited to the greater of the compensation actually paid to Kleinfelder for the Services under all Work Orders or $50,000, and Client hereby releases Kleinfelder from any liability above such amount. This limitation of liability includes any losses payable to Client under clause 12.1 and will apply to any and all claims. 13.2 This limitation of liability has been agreed after Client and Kleinfelder discussed the risks and rewards associated with the Project and the Services as well as the provision of the Services within both the obligations of this Agreement and the associated compensation. Upon written request by Client, the parties may negotiate in good faith and agree, by way of a written Change Order in accordance with clause 8 herein, to increase the amount of this liability limitation or eliminate it in exchange for payment of increased compensation to Kleinfelder. 13.3 As used in this clause 13, "Kleinfelder" includes Kleinfelder, its affiliates, subconsultants and subcontractors, and their respective partners, officers, directors, shareholders and employees. The limitation of liability established in this clause 13 shall survive the expiration or termination of this Agreement. 14. WAIVER OF CONSEQUENTIAL DAMAGES 14.1 Neither party will be liable to the other party for any special, incidental, indirect, exemplary, punitive, penal or consequential damages however arising incurred by either Kleinfelder or Client or for which either may be liable to a third party. 15. NO CONTROL OF MEANS AND METHODS OF OTHERS 15.1 Client agrees: (a) Kleinfelder will have no control over or charge of or responsibility for the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs of Client's employees, or contractors or consultants engaged by Client in connection with the Project; (b) Kleinfelder's performance of the Services does not include any job site safety obligations which may be required by or in connection with the Project or the Services or any applicable code or regulation, other than strictly in respect of its own employees; and (c) Kleinfelder will not have control over or charge of the acts or omissions of any contractor or contractors' agents, employees or subcontractors. 16. SITE ACCESS 16.1 Client agrees to: (a) provide unimpeded and timely access to the Site, including any third party sites, if required; (b) provide an adequate area for Kleinfelder's Site office facilities, equipment storage, and parking; (c) furnish all construction utilities and utility releases necessary for the performance of the Services; and (d) obtain all permits, licenses or authorizations necessary for the performance of the Services. Client Master Services Agreement (USA) January 2020 Page 7 17. WARRANTY OF TITLE, WASTE OWNERSHIP 17.1 Kleinfelder will not take title to or be liable for any hazardous materials found at any Project Site. Any risk of loss with respect to all materials remains with Client or the Site owner, who will be considered the generator of such materials, execute all manifests as the generator of such materials, and be liable for the arrangement, transportation, treatment, and/or disposal of all material. All samples remain the property of Client. Client agrees to promptly, at its cost, remove and lawfully dispose of samples, cuttings, and hazardous materials. 18. DISPUTE RESOLUTION 18.1 If a dispute arises out of or relates this Agreement (Dispute), the parties agree to submit the Dispute to mediation pursuant to the Construction Industry Mediation Rules of the American Arbitration Association (AAA). The mediator will be an independent person agreed between the parties from a panel suggested by the Institute or, failing agreement, a mediator appointed by AAA. A party shall not call for mediation of any Dispute after such period of time as would bar the initiation of legal proceedings to litigate such Dispute under the laws of the -state in which the Project is located. 18.2 Client and Kleinfelder agree that in the event of a Dispute, they will not seek recourse against individual officers, employees, directors, or shareholders of the other party. 18.3 A party shall not start court proceedings in relation to a Dispute until it has exhausted the procedures in this clause, unless the party seeks injunctive or other interlocutory relief. 18.4 If the Dispute cannot be resolved through mediation, either party may file suit in an appropriate court in the state where the Services are performed. 18.5 This clause survives termination or expiry of this Agreement. 19. MISCELLANEOUS 19.1 This Agreement is governed and construed in accordance with the laws of the state where the Services are performed. The parties hereby submit to the jurisdiction of the courts of the state where the Services are performed and waive any right to object to any proceedings being brought in those courts. 19.2 Waiver of any term, condition or breach of this Agreement will not operate as a subsequent waiver of the same term, condition or breach. A waiver is not valid or binding unless made in writing. 19.3 If any provision of this Agreement is found by a duly constituted authority to be invalid, void, or unenforceable, all remaining provisions shall continue in force. 19.4 This Agreement does not create, nor will it be construed to create, any benefit or right in any third party or any special relationship or fiduciary duty to third parties. 19.5 This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter. It supersedes all earlier conduct, prior agreements and understandings between the parties in connection with its subject matter. 19.6 Client and Kleinfelder shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Client Master Services Agreement (USA) January 2020 APPENDIX A: WORK ORDER SAMPLE Issued Pursuant to The Client Master Services Agreement effective as of by and between Kleinfelder, Inc. (Kleinfelder). Client Name: Project Name: Kleinfelder Office: Kleinfelder Contact Name: Kleinfelder Project No: Work Order Type: (Check One) ❑ Time -and -Materials ❑ Fixed -Price Subcontractor Reference No: 1. SCOPE OF WORK: (Continue on additional page, if needed) 2. LOCATION/CLIENT FACILITY INVOLVED: 3. PERIOD OF PERFORMANCE: FROM: TO: 4. AUTHORIZED FUNDING: 5. SPECIAL PROVISIONS: NOTICE TO PROCEED IS GIVEN ON (DATE): CLIENT: By: SAMPLE Printed Name: Title: Address: KLEINFELDER: By: Printed Name: Title: Address: SAMPLE (Client) and Client Design Services Agreement (USA) January 2020 Page 8 19.7 -All notices, requests or instructions hereunder must be in writing and either hand delivered to the recipient, delivered by registered mail or express mail the addresses given in this Agreement. 19.8 This Agreement cannot be assigned by either party without the prior written approval of the other party. Kleinfelder may subcontract performance of portions of the Services to a qualified subcontractor. 19.9 Any amendment or revision to this Agreement, including for the avoidance of any doubt, to any Work Order, must be in writing and signed by both parties. Any oral modification or revision of this Agreement shall not operate to modify this Agreement. 19.10 This Agreement may be executed in counterparts, including photo or electronic copies, which taken together, shall constitute one original document. IN WITNESS WHEREOF, Client and Kleinfelder have caused this Agreement to be executed on the date first written above. CLIENT: By: KLEINFELDER: By: F5 ' 7� z FA P�' Printed Name: M0g_E"-LAW.V Printed Name: Joel Peters, PE Project Manager Title: C j- -y MAfiAoh fER- Title: Kleinfelder, Inc. 7805 Mesquite Bend Drive Suite #100 Irving, TX 75063 ATTACHMENTS: Appendix A, Sample Work Order Appendix B, Kleinfelder Proposal (as applicable) Appendix C, Prime Agreement /Client Requirements (as applicable) Client Master Services Agreement (USA) January 2020 WORK ORDER COCP-21-0001 Issued Pursuant to The Client Master Services Agreement effective as of August 2, 2021 by and between City of Coppell (Client) and Kleinfelder, Inc. (Kleinfelder). Client Name: City of Coppell Project Name: S. Beltline Rd. Kleinfelder Office: Dallas, Texas Kleinfelder Contact Name: Joel Peters, PE Kleinfelder Project No: TBE) 20222051.001A Work Order Type: (Check One) ® Time -and -Materials ❑ Fixed -Price Subcontractor Reference No: TBD 1. SCOPE OF WORK: See Proposal DFW21 P128662 (Continue on additional page, if needed) 2. LOCATION/CLIENT FACILITY INVOLVED: Coppell, Texas 3. PERIOD OF PERFORMANCE: See Proposal DFW21 P128662 4. AUTHORIZED FUNDING: $154,600 5. SPECIAL PROVISIONS: See Proposal DFW21 P128662 NOTICE TO PROCEED IS GIVEN ON (DATE): 08/11/2021 CLIENT: By: Printed Name: t LA -NT> Title: Gy"M,AMAC C*_ Address: KLEINFELDER: By: Printed Nam0oel Peters, PE Project Manager Title: Kleinfelder, Inc. 7805 Mesquite Bend Drive Address: Suite #100 Irving, TX 75063 Client Master Services Agreement — Work Order (USA) July 2014