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DR0301-CN040426,ne ineers FORT WORTH 2696 GRAVEL DRIVE FORT WORTH, TEXAS 76118 April 16, 2004 Ms. Suzan C. Taylor City of Coppell P.O. Box 9478 Coppell, Texas 75019 Re: Shadow Ridge Estates Retaining Wall/ Coppell, Texas Proposal No. 04-6087 Dear Ms. Taylor: Rone Engineers, Ltd. (Rone) understands that we have been selected based solely on our qualifications and that the City of Coppell is currently negotiating scope and fees with only Rone at this time for quality control services for the referenced project. For the purpose of this proposal, we have estimated quantities and tests that will be required in accordance with the Plans and Specifications. This is only an estimate for budgetary purposes. The actual costs for CMT services can decrease or increase with changes in the scope of work or with the contractor's work method. Rone's total fee will be based on the actual amount of technician time and laboratory testing required for the project. These services will be performed on a unit price basis in accordance with the attached Schedule of Services and Fees. Rone meets the requirements of ASTM E329 and is an active participant in the CCRL and AASHTO sample proficiency programs and is currently AASHTO certified. Rone has experienced personnel to perform the necessary CMT services in accordance with the project specifications. By execution of this proposal, the undersigned Client acknowledges and agrees that the document entitled "Terms and Conditions" has been provided or made available to Client and Client agrees that such Terms and Conditions shall be applied to the present Proposal and shall be fully binding upon Client. The Terms and Conditions are fully incorporated into this Proposal by reference as if set forth at Iength. We appreciate the opportunity to submit this proposal for CMT services and look forward to working with you during the construction phase of this project. If there are any questions concerning this proposal or if we can be of further assistance, please contact us at your convenience. Page 1 of 3 istrict Manager April 16, 2004 Proposal No. 04-6087 Project: RONE ENGINEERS, LTD. Construction Materials Engineering and Testing Basic Services and Cost Estimate Shadow Ridge Estates Retaining Wall DESCRIPTION Estimated Quantity Unit Rate Estimated Total EARTHWORK Moisture Density Relationship ASTM D-698 (each) Atterberg Limits (each) Crushed Stone Sieve Analysis (each) Engineering Technician (hourly) in Place Density Test (each) Transportation Charge (trip) Report Preparation & Review (lump sum) PIER INSPECTION Senior Engineering Technician (hourly) Concrete Test Cylinders (each) Transportation Charge (trip) Report Preparation & Review (lump sum) Assumptions: 1 day of pier drilling with one technician and 1 drilling rig. 2.0 2.0 1.0 20.0 27.0 9.0 1.0 I0.0 4.0 2.0 1.0 CONCRETE Concrete Inspection (hourly) 4.0 Concrete Test Cyhnders (each) 4.0 Reinforcing Steel Inspection (hourly) 2.0 Transportation Charge (trip) 2.0 Report Preparation & Review (lump sum) 1.0 Assumptions: 1 set of 4 concrete test cylinders for every 100 yards of concrete placed. Concrete Inspection time is based on delivery of concrete at 50 yards per hour. $130.00 $40.00 $25.00 $27.5O $13.00 $13.00 $66.00 $35.00 $13.00 $13.00 $22.00 $27.50 $13.00 $35.00 $13.00 $14.00 $260.00 $8O.OO $25.00 $550.00 $351.00 $117.00 $66.00 $350.00 $52.00 $26.00 $22.00 $110.00 $52.00 $70.00 $26.00 $14.00 Page 2 of 3 T1EBACK INSPECTION Senior Engineering Technician (hourly) Grout Cubes (each) Transportation Charge (trip) Report Preparation & Review (lump sum) 14.0 $35.00 $490.00 42.0 $11.00 $462.00 7.0 $13.00 $91.00 1.0 $55.00 $55.00 ESTIMATED BUDGET $3,269.00 All time is for a minimum of two hours or as noted. Overtime will be charged for all hours worked before 7:00am and after 5:00pm, for any time in excess of 8 hours per day or 40 hours per week, Saturdays, Sundays and Holidays. AIl time is Portal to Portal. Project Engineering services on materials engineering and testing for consultation, analysis, report preparation and review, supervision and scheduling of field and laboratory personnel will typically be 0.3 to 0.5 hours per report. The City of Coppell Proposal No. 04-6087 Page 3 of 3 TERMS AND CONDITIONS SECTION 1: PARTIES AND SCOPE OF WORK: Rone Engineers, Ltd. (hereinafter referred to as ~Rone") shall include said company or its particular division, subsidiary or affitiate performing the work. "Work" (whether such term is capitalized or not) means the specific geotechnical, analytical, testing or other service to be performed by Rone as set fodh in Rone's proposal, Client's acceptance thereof and these General Conditions. Additional work ordered by Client shall also be subject to these General Conditions. "Client" refers to the person or business entity ordering the work to be done by Rone If Client is ordedng the work on behalf of another, Client represents and warrants that it is the duly authorized agent of said patty for the purpose of ordedng and directing said work. Unless otherwise stated in writing, Client assumes sole responsibility for determining whether the quantity and the nature of the work ordered by the client is adequate and sufficient for Client's intended purpose. Client shall communicate these General Conditions to each and every third party to whom Client transmits any part of Rone's work. none shall have no duty or obligation to any third party The ordedng of work from Rone, or the reliance on any of Rone's work, shall constitute acceptance of the terms of Rone's proposal and these General Conditions, regardless of the tenms of any subsequently issued document. if unexpected site conditions are discovered, the scope of work may change even as the work is in progress. Rone will provide these additional services at the contract fee schedule rate. Initiation of services by Rone pursuant to this proposal will incorporate these terms and conditions. Rone's duties and obligations for any Work performed is to Client only. If Client chooses to charge any third party via backcharge, deductive change order, etc. for any work performed hereunder, Client is solely responsible for assessing such charges against said third parties Rone assumes no duty or obligation to pursue such charges against any third party other than Client and Client remains solely responsible to Rone, regardless of the reimbursable or non-reimbursable status of the charges SECTION 2: ACCESS TO SITE: Client will arrange and provide such access to the site as is necessary for Rone to perform the work. Rone shall take reasonable measures and precautions to minimize damage to the site and any improvements located thereon as the result of its work or the use of its equipment;, however, Rone has not included in its fee the cost of restoration of damage which may occur. If Client desires or requires none to restore the site to its former condition, upon written request Rone will per[orm such additionaI work as is necessary to do so and Client agrees to pay to none for the cost. SECTION 3: TEST AND INSPECTIONS: Client shall cause all tests and inspections of the site, materials and work performed by none or others to be timely and properly performed in accordance with the plans, specifications and contract documents and Rone's recommendations. Retests, cancellations and stand-by time are considered outside the scope of work and an extra to the contract. Retests, cancellations and stand-by time will be billed to the Client on a time and material basis at Rone's standard fee schedule for the project. No claims for loss, damage or injury shall be brought against Rone by CIiont or any third party unless all tests and inspections have been so performed and unless Rone's recommendations have been followed. Client agrees to indemnify, defend and hold Rone, its officers, employees and agents harmless from any and all claims, suits, losses, costs and expenses, including, but not limited to, court costs and reasonable attorney's fees in the event that all such tests and inspections are not so performed or Rone's recommendations are not so followed except to the extent that such failure is the result of the gross negligence, willflJI or wanton act or omission of Rone, its officers, agents or employees, subject to the limitation contained in paragraph 9 SECTION 4: CLIENT'S DUTY TO NOTIFY ENGINEER: CIient represents and warrants that it has advised Rone of any known or suspected hazardous materials, utility lines and pollutants at any site at which none is to do work hereunder, and unless none has assumed in writing the responsibility of locating subsurface objects, structures, lines or conduits, Client agrees to defend, indemnify and save Rone harmless from ali claims, suits, losses, costs and expenses, including reasonable attorney's fees as a result of personal injury, death or property damage occurring with respect to Rone's performance of its work and resulting to or caused by contact with subsurface or latent objects, structures, lines or conduits where the actual or potential presence and location thereof were not revealed to Rone by Client SECTION 5: RESPONSIBILITY: Rone's work shall not include determining, supervising or implementing the means, methods, techniques, sequences or procedures of construction. Rone shall not be responsible for evaluating, reporting or affecting job conditions concerning health, safety or welfare Rone's work or failure to perform same shall not in any way excuse any contractor, subcontractor or supplier from performance of its work in accordance with the contract documents. Rone has no right or duty to stop the contractor's work. SECTION 6: SAMPLE DISPOSAL: Unless otherwise agreed in writing, test specimens or samples will be disposed immediately upon completion of the test. All drilling samples or specimens will be disposed sixty (S0) days after submission of Rone's report. SECTION 7: PAYMENT: Client shall be invoiced once each month for work performed during the preceding period. Client agrees to pay each invoice within thirty (30) days of its receipt. Client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause in wdting within said thirty (30) day period at the rate of eighteen (18) percent per annum (or the maximum interest rate permitted under applicable law), until paid Client agrees to pay Rone's cost of collection of all amounts due and unpaid after si.dy (60) days, including court costs and attorney's fees none shall not be bound by any provision or agreement requiring or providing for arbitration of disputes or controversies arising out of this agreement, any provision wherein Rone waives any rights to a mechanics' lien, or any provision conditioning Rone's right to receive payment for its work upon payment to Client by any third party. These General Conditions are notice, where required, that Rone shall file a lien whenever necessary to collect past due amounts. Client agrees to provide none, upon request, of all information necessary for Rone to fiJe its lien, including, but not limited to, a legal description of the property upon which the work was performed. Failure to make payment within 30 days of invoice shall constitute a release of Rone from any and all claims which Client may have, whether in tort, contract or otherwise, and whether known or unknown at the time. SECTION 8: WARRANTY: RONE'S SERVICES WILL BE PERFORMED, ITS FINDINGS OBTAINED AND ITS REPORTS PREPARED IN ACCORDANCE WITH ITS PROPOSAL, CLIENTS ACCEPTANCE THEREOF, THESE GENERAL CONDITIONS, AND WITH GENERALLY ACCEPTED PRINCIPLES AND PRACTICES. IN PERFORMING ITS PROFESSIONAL SERVICES, RONE WILL USE THAT DEGREE OF CARE AND SKILL ORDINARILY EXERCISED UNDER SIMILAR CIRCUMSTANCES BY MEMBERS OF ITS PROFESSION. THIS WARRANTY IS IN LiEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED. STATEMENTS MADE IN RONE REPORTS ARE OPINIONS BASED UPON ENGINEERING JUDGMENT AND ARE NOT TO BE CONSTRUED AS REPRESENTATIONS OF FACT. SHOULD RONE OR ANY OF ITS PROFESSIONAL EMPLOYEES BE FOUND TO HAVE BEEN NEGLIGEN'f IN THE PERFORMANCE OF ITS WORK, OR TO HAVE MADE AND BREACHED ANY EXPRESS OR IMPLIED WARRANTY, REPRESENTATION OR CONTRACT, CLIENT, ALL PARTIES CLAIMING THROUGH CLIENT AND ALL PARTIES CLAIMING TO HAVE IN ANY WAY RELIED UPON RONE'S WORK AGREE THAT THE MAXIMUM AGGREGATE AMOUNT OF THE LIAB[LI~( OF RONE, IT'S OFFICERS, EMPLOYEES AND AGENTS SHALL BE LIMITED TO $25,000 00 OR THE TOTAL AMOUNT OF THE FEE PAID TO RONE FOR ITS WORK PERFORMED WITH RESPECT TO THE PROJECT, WHICHEVER AMOUNT IS GREATER. IN THE EVENT CLIENT IS UNWILLING OR UNABLE TO LIMIT RONE'S LIABILITY IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS pARAGRAPH, CLIENT MAY, UPON WRI'~I-EN REQUEST FROM CLIENT RECEIVED WITHIN FIVE DAYS OF CLIENT'S ACCEPTANCE HEREOF, iNCREASE THE LIMIT OF RONE'S LIABILITY TO $250,000.00 BY AGREEING TO PAY RONE A SUM EQUIVALENT TO AN ADDITIONAL AMOUNT OF 5% OF THE TOTAL FEE TO BE CHARGED FOR RONE'S SERVICES. THIS CHARGE IS NOT TO BE CONSTRUED AS BEING A CHARGE FOR INSURANCE OF ANY TYPE, BUT IS INCREASED CONSIDERATION FOR THE GREATER LIABILITY INVOLVED IN ANY EVENT, A~-ORNEY'S FEES EXPENDED BY nONE IN CONNECTON WITH ANY CLAIM SHALL REDUCE THE Terms and ConditLons Dated June 25, 2003 Page I of 2 AMOUNT AVAILABLE, AND ONLY ONE SUCH AMOUNT WiLL APPLY TO ANY PROJECT CLIENT WAIVES ANY AND ALL CLAIMS FOR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES AGAINST RONE ARISING OUT OF OR RELATING TO THIS CONTRACT. NO ACTION OR CLAIM, WHETHER IN TORT, CONTRACT, OR OTHERWISE, MAY BE BROUGHT AGAINST RONE, ARISING FROM OR RELATED TO RONE'S WORK, MORE THAN TWO YEARS AFTER THE CESSATION OF RONE'S WORK HEREUNDER, SECTION 9: HAZARDOUS MATERIALS INDEMNITY: The Client acknowledges that Rone has neither created nor contributed to the creation or existence of any hazardous, radioactive, toxic, irritant, pollutant, or otherwise dangerous substances or conditions at the site. Accordingly, except as expressly provided in this contract, the Client waives any claim against Rone and agrees to indemnify and save Rone, its agents, and employees harmless from any claim, liability or defense cost, including but not limited to attorney fees and other incidental costs, for injury or loss sustained by any party from such exposures allegedly arising cut of or related to Rone's performance of services hereunder, SECTION 10: TERMINATION: This Agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof. Such termination shal! not be ~ffective if that substantial failure has been remedied before expiration of the pedod specified in the wdtten notice. In the event of termination, Rone shall be paid for services performed to the termination notice date plus reasonable termination expenses. Expenses of termination or suspension shall include ail direct costs of Rone required to complete analyses and records necessary to complete its files and may also include a report on the services performed to the date of notice of termination or suspension, SECTION 11: HAZARDOUS MATERIALS: Nothing contained within this agreement shall be construed or interpreted as requiring Rone to assume the status of an owner, operator, generator, storer, transporter, creator, or disposal facility as those terms appear within RCRA or within any Federal or State statute or regulation governing the generation, transportation, treatment, storage and disposal of pollutants. Client assumes full responsibility for compliance with the provisions of RCRA and any other Federal or State statute or regulation governing the handling, treatment. storage and disposal of pollutants. It shall be the duty of the owner, the client, or their representative to advise Rone of any known or suspected hazardous substances which are or may be related to the services provided; such hazardous substances include but are not limited to products, materials, by-products, wastes or samples of the foregoing which Rone may be provided or obtain performing its services or which h~zardous substances exist or may exist on or near any premises upon which work is to be performed by Rone employees, agents or subcontractors. If Rone observes or suspects the existence of unanticipated hazardous materials during the course of providing services, Rone may at its option terminate further work on the project and notify Client of the condition. So.ices will be resumed only after a renegotiation of scope of services and fees. Rone does not create, generate or at any time own or take posaession or ownership of or arrange for transport, disposal or treatment of hazardous materials as a result of its exploration SECTION 12: PROVISIONS SEVERABLE: The parties have entered into this agreement in good faith, and it is the specific intent of the parties that the terms cf these General Conditions be enforced as written. In the event any of the provisions of these General Conditions should be found to be unenforceable, it shall be sthcken and the remaining provisions shall be enforceable. SECTION 13: ENTIRE AGREEMENT: This agreement constitutes the entire understanding of the parties, and there are no representations, warranties or undertakings made other than as set forth herein. This agreement may be amended, modified or terminated only in writing. signed by each of the par~ies hereto. SECTION 14: OWNERSHIP OF DOCUMENTS: All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by Rone as instruments of service, shalI remain the property of Rone unless there are other contractual agreements. SECTION 15: ASSIGNS: Client may not delegate, assign, subcontract or transfer its duties or interest in this agreement without the wdtten consent of Reno. SECTION 16: INDEMNIFICATION: To the fullest extent permitted by applicabfe law, Cfient expressly agrees to defend (at Client's expense and with counsel acceptable to Rone), indemnify, and save and hold harmless Reno and all of its officers, directors, shareholders, employees, agents, successors, and assigns, from and against any and all claims, suits, lasses, causes of action, damages, liabilities, and expenses of any kind whatsoever, including without limitation, all expenses of litigation and arbitration, court costs, and attorney's fees, adsing on account of or in connection with injudes to or the death of any person whomsoever, claims for damages from any third party, or any and all damages to property (including the loss of use thereo0, regardless of possession or ownership, which injuries, death or damages adse from, or are in any manner connected with, the Client's property or work being performed on Client's property by persons or entities other than Reno, or are caused in whole or part by reason of the acts or omissions or presence of the person or property of the Client or any of its employees, agents, representatives, subcontractors, or suppliers, INCLUDING, WITHOUT LIMITATION, INJURIES, DEATH, OR DAMAGES WHICH ARISE FROM OR IN CONNECTION WITH, OR ARE CAUSED BY, ANY ACT, ERROR, OMISSION, OR NEGLIGENCE OF RONE AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CLibNTS, OR SUPPLIERS; BUT EXCLUD;NG ~NJURIES, D~.ATH, OR DAMAGES CAUSED BY THE SOLE NEGLIGENCE OR WANTON AND WILLFUL MISCONDUCT OF RONE. The indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Client under worker's or workman's compensation acts, disability benefit acts or other employee benefits acts, and shall extend to and include any actions brought by or in the name of any employee of the Client or of any third party to whom Client may subcontract any work. SECTION 17: COSTS AND TENDERING OF INDEMNIFICATION DEFENSE: The indemnities agreed to by Client herein expressly include all costs of litigation, attorney's fees, settlement costs and reasonable expenses in connection with the litigation or arbitration whether or not the claims made for loss, injury, damage or property damage are valid or groundless, and regardless of whether the defense of Rone is maintained by Rone or assumed by Ciient Rone in its sole discretion and at its sole option may defend any or all of the indemnified claims or tender to Client the defense of any or all of the indemnified claims. Upon such tender by Rone to Client, Client shall be bound and obligated to assume the defense of Rone in the indemnified claims, including the settlement negotiations, and shall pay, liquidate, discharge and satisfy any and all settlements, judgments, awards or expenses resulting from or adsing out of the indemnified claims without reimbursement from Rone. It is understood and agreed by Client that if Rone tenders the defense of an indemnified claim to Client and Client fails or neglects to assume the defense thereof, Rone may compromise and settle or defend any such suit or action, and Client shall be bound and obligated to reimburse Rone for the amount expended by it in settling or compromising ar, y such claim, or in the amount expended by Rone in paying any judgment render¢.d therein, together with a!! reasonable attorneys' fees and cost of litigation incurred by Rone by reason of its defense, settlement or compromise of such indemnified claims. SECTION 18: COLLECTION OF AMOUNTS OWED TO RONE: In the event that Client owe- -,ny amount to Reno, whether under this Agreement or otherwise, Client .,crees to Rone's employment of whatever collection methods it deems reasonable and expedient, including but not limited to garnishment (pre and post judgment), sequestration, attachment or any other legal method. Client agrees to waive any and all bond requirements associated therewith Client agrees to pay all costs of collection. SECTION 19: NOTICE: All notices required under this Subcontract Agreement shall be sent via certified mail retum receipt requested to the address set forth in the proposal, via facsimile number listed on the proposal or via hand deliver7 to the office set forth on the proposal. Verbal notification to Rone will not satisfy the notice requirements herein. To the extent any notice provision of these General Conditions violates applicabte law in that it is too stdct or restrictive, the provision shall be automaficeily modified to the standards mandated by the applicable law and shall not be void. Terms 8nd Conditions Dated June 25 2003 Page 2 of 2