RFP-CC-1213-08 - Texas Bid System

bulgefetaUrban and Civil

Nov 29, 2013 (3 years and 8 months ago)

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1



512/393
-
6503

201 S. Suttles

P.O. Box 1087

San Marcos, Texas 78667
-
1087










May
19
, 2013



Dear

Representative,


The
San Marcos CISD

invites you to submit a proposal for an annual contract

(renewable
up to five years)

for
Geo Technical

Services.


Th
e
San Marcos CISD

appreciates your time and effort in preparing this proposal. Please
note that all proposals must be submitted in a sealed envelope marked "DO NOT OPEN
-

Proposal


Geo Technical
Testing Services” and received by the
Purchasing Department
,
201 South Suttles
, San Marcos, Tx 78666

no later than
June 4, 2013

at 2:00 pm.


Proposals will be publicly acknowledged in the
Purchasing Department at

that 2:00 pm on
June 4, 2013
.


IT IS UNDERSTOOD that the
San Marcos CISD

reserves the right to reject
any and/or all
proposals as it shall deem to be in the best interest of the
District
.

This contract may be
awarded to multiple vendors


Thank you,





Cindy Casparis, CPPB

Purchasing Agent










GENERAL SPECIFICATIONS


A.
INTRODUCTION
: The
San Marc
os CISD

(the “
District
”) is requesting proposals from
material testing firms to perform testing services for
District Bond

projects. All services are
to be performed by persons licensed and registered under state laws governing their
particular services.

The
District

may

award
to
more than
one
firm

for this work.


B.
BACKGROUND:

The
District

has
begun
implement
ing the

2013

Bond
Program. The
projects

to be built are
Major Renovations and Equity Upgrades at Existing Facilities:
$24,760,000,

Safety and Se
curity Improvements: $1,650,000, New Pre
-
Kindergarten
Campus: $12,700,000, New Phoenix Campus: $5,070,000, New Student Activity Complex
and Track and Athletic Field Renovations at San Marcos High School: $13,600,000,

Support Services Facility Additions: $
800,000, New Multi
-
Purpose Athletic Stadium:
$18,400,000.

The
District

uses material testing firms in

insuring that construction meets
specifications.


C. SCOPE OF WORK: The
District

anticipates that the following types of testing will
be required.

Othe
r types of testing may be required also.


1.
LABORATORY TESTING SERVICES:


Concrete:

Concrete compression tests

Concrete flexural tests


Soils:

Moisture/Density relationship of soils (Standard)

Atterberg limits determination

Sieve Analysis

Percent Passin
g #200 sieve


Asphaltic Concrete:

Extraction and Gradation

Density of Specimens

Stability

Density and Thickness of Asphalt cores

Theoretical Specific Gravity


Steel:

Yield testing of existing coupons

Cutting of coupons for yield test





2.

FIELD TESTING SER
VICES:


Field density testing on sub
-
grade and base material

Base material depth check

Field concrete inspection, slump testing

Field asphalt inspection

Field sampling and sample pick up

Concrete or asphalt coring



Concrete or asphalt batch inspectio
n


3.

M
ANAGEMENT SERVICES: Project management of the testing work


PAYMENT: The successful proponent will invoice for services with attached
documentation itemizing services by project. Payment will be made after review and
approval by the
District
.



4. SPEC
IAL PROVISIONS


A.
CONTRACT TERM
: Successful proponent will be awarded a one (1) year contract
(attached hereto)
effective
as soon as possible after selection is made and continuing for a
12 month period
, with an option to renew in one year increments f
or up to five years.


B.
OPTION TO RENEW
: This contract may be extended for
five

(
5
) additional one (1) year
terms, provided all terms and conditions, except for the contract period being extended,
remain unchanged and in full force and effect. This opti
on, if exercised,
will be automatic
unless a letter of cancellation is issued by the district or successful firm
. The total period
of this contract, including all extensions as a result of exercising this option may not excee
d
a maximum combined period
of six

(
6
) years.


C.
CLEAR RESPONSES
: Proponents are encouraged to submit concise and clear
responses to the Request for Proposal (“RFP”).
Responses of excessive length are
discouraged. Responses should be limited to a maximum of 15 pages.

Attention i
s directed
to Section 5 which provides details on information expected in the responses. The
District

reserves the right to include any part or parts of the selected proposal in the final contract.


D.
NON
-
COLLUSION
: By submission of a proposal, the pr
oponent certifies, and in the
case of a joint proposal each party certifies as to its own organization, that in connection
with any cost proposal submitted by the proponent, the prices which are quoted are not the
product, direct or indirect, of any collus
ion with any other proponent, and have not been
knowingly disclosed by the proponent directly or indirectly to any other proponent prior to
submission to the
District
.






5.

RESPONSE TO THE REQUEST FOR PROPOSALS


Instructions regarding scope and contents

are given in this section. These instructions are
designed to ensure the submission of information essential to the understanding and
comprehensive evaluation of the proposal.

The following sections are required in each
proposal.

In order to expedite t
he evaluation of proposals,
proponents must organize
their proposals in the following sequence in the proposal:


A.

EXECUTIVE SUMMARY
: An executive summary of the major facts or features of the
proposal, including any conclusions, assumptions and general
ized recommendations the
proponent desires to make, must be presented. The executive summary shall be limited to
a length of one page.


B.

CONSULTANT PROFILE
: Each proponent will provide the following information:


Firm name and business address, includ
ing telephone number.

Year established (include former firm names and year established, if applicable).

Project manager's name, mailing address, email address and telephone number.

Office and laboratory locations.

Number of current contracts and contract a
mounts.

Number of technicians on staff.

Current limits of professional liability insurance.


C.

EXPERIENCE AND REFERENCES
: The intent of this section is to obtain
information for a minimum of three and no more than five projects within the past five
years
that will illustrate the proponent’s ability to perform services described in this RFP.

The projects referenced must be directly related to

Public

School

projects. The projects
must be directly associated with the personnel identified in your proposal. Fo
r each
project, provide the following information:


Project name and location

Name, address and telephone
/fax

number of client familiar with the project

Scope of services provided


D.

QUALIFICATIONS OF PROJECT TEAM
:


Identify the personnel that will be
assigned to this project. Each member of the project
team must be described in terms of position in the firm and on the project team,
relevant projects the person has worked on in the past and their particular
responsibilities for this project.


Identify
the proponent’s project manager responsible for this project. The proponent’s
project manager must have the responsibility and authority to act on behalf of the firm in
matters relating to the proposed project.



E.

WORK PROCESSES
: Describe any unique wor
k processes the proponent
could bring to this assignment, as well as a description of the management system
proposed to insure the
District

can obtain service.


F.

ASSURANCES, ERRORS AND OMISSIONS
: Include a brief statement providing
assurances that the pr
oponent will be cognizant of, comply with and enforce all
applicable Federal, State and Local statutes and ordinances and a description of the
proponent’s methodology for handling errors and omissions in the reports developed as
part of this project.



6.

SUBMISSION OF PROPOSAL


Three
(
3
) copies of the proposal will be submitted to the office of the
SMCISD
Purchasing
Manager
,

for hand delivery/courier:
201 South Suttles
, San Marcos, Tx
78666 b
y
June 4, 2013

at 2:00 p.m. The sealed envelope will be label
ed:


DO NOT OPEN
-

PROPOSAL
-

MATERIAL TESTING SERVICES



7. EVALUATION OF PROPOSALS


A.
EVALUATION CRITERIA
: The proposals submitted in response to this RFP will be
evaluated by
District Personnel
. The
District

will initially evaluate the qualificati
ons of
firms submitting proposals based on, but not limited to, the following criteria:



Item


Description


1


Experience and performance of the firm on similar past projects.



2


Experience and qualifications of the Project Team.



3


Methodology an
d technical approach to meet the requirements of this RFP



4


The firm’s ability to complete the project within the
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’s time frame



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.




C.
RANKING
: All proposals will be reviewed and ranked according to the criteria
above, and proponents may be selected for interviews or oral presenta
tions as may be
necessary. The
District

makes no commitment to any respondent to this RFP beyond
consideration of the written response to this RFP.




8. AWARD OF CONTRACT


A.
NEGOTIATIONS
: The proposals will be evaluated in accordance with the criteri
a
enumerated in Section 7
-

Evaluation of Proposals.
The successful proponent will
execute the

contract
attached hereto, with modific
ations necessitated by

the
procurement specifications

and negotiated fee schedule
.
. The
District
’s mandatory
provisi
ons for this agreement are described in Exhibit “A”.


B.
FEE SCHEDULE
:


A cost proposal will be submitted within five (5) calendar days of the
District
’s request,
once a proponent has been asked to participate in the second phase of the contract
award p
rocess.


The cost proposal must include an official offer to undertake the proposed work at the
proposed costs for various material tests, personnel, and any additional costs and a
detailed explanation of the proposed cost.


The official offer will include

a commitment to perform all financial responsibilities
relative to the performance of the proposed contract including submitting all invoices
and accounting for all funds.


All fee cost proposals will remain in effect for ninety (90) days from the date of

the
District
’s receipt of the cost proposal.


C.
INABILITY TO REACH AGREEMENT
: In the event the negotiations between
a

proponent selected and the
District

cannot be completed as a result of an inability to
reach agreement on the terms of the contract,
then at the option of the
District
, the
contract may be awarded to the second most qualified proponent
(s)
. Negotiations will
continue in this sequence until a contract is finalized or all proposals are rejected. The
District

is anticipating a

fixed fee c
ontract (based on hourly and unit rates).


D
.
FINAL CONTRACT
: The selected proponent will be required to assume
responsibility for all services offered in it’s proposal. The selected proponent will be
considered the sole point of contact with regard to
contractual matters, including
payment of any and all charges resulting from the contract. The selected proponent will


be required to enter into a written contract with the
District

in a form approved by the
District
’s Legal
Advisors
. This RFP and the pr
oposal, or any part thereof, may be
incorporated into and made a part of the final contract.








8


NOTE: This document generally sets forth the relationship between the SMCISD and the firm
awarded a contract. Modifications to this document, including any n
ecessary Exhibits, will
be made only to reconcile the procurement specifications with the following terms and
conditions.


AGREEMENT FOR

PROFESSIONAL ENGINEERING CONSULTANT SERVICES



THIS AGREEMENT is made on the __ day of ___________, __________, by an
d between THE
BOARD OF TRUSTEES FOR THE SAN MARCOS CONSOLIDATED INDEPENDENT SCHOOL
DISTRICT,

San Marcos
Texas, hereinafter called the “Owner,” and
____________________________________, hereinafter called the” Engineer.”


WITNESSETH, THAT WHEREAS the Owner
intends to commence and complete the following
described work, hereinafter called the “Project”:


__________________________________________________________


__________________________________________________________;



WHEREAS, Owner intends to hire profe
ssional engineering services for performance of all
___________________ engineering work necessary for the Project; and


WHEREAS, Engineer intends to provide the necessary professional engineering services for the
Project;


NOW, THEREFORE, the Owner and th
e Engineer, for the consideration hereinafter described,
agree as follows:


The Engineer agrees to perform, for the above
-
named Project, professional services as hereinafter
set forth and the Owner agrees to pay the Engineer for such services a fee in acco
rdance with the
terms and conditions hereinafter stated.


TERMS AND CONDITIONS


ARTICLE 1


ENGINEER’S SERVICES AND RESPONSIBILITIES


1.0

BASIC SERVICES



1.0.1

The Engineer’s Basic Services consist of all consultant engineering services
contemplated by Own
er’s specifications for procurement of such services.



1.0.2

The Owner will provide a description of the intended Project scope and character.
The Engineer shall review these documents to understand the requirements of the Project and shall




9


arrive at a m
utual understanding of such requirements with the Owner. It shall be the Engineer’s
responsibility to conduct his activities so as to achieve these objectives and conduct its activities in
accordance with the Project requirements.



1.0.3

The Engineer sh
all become sufficiently familiar with facilities, systems and conditions
existing at the Project location so that the proposed Project which is the subject of this Agreement
will completely and properly interface functionally with the existing.



1.0.4

Eng
ineer will perform Engineer's services (i) in accordance with the highest
professional standards of the engineering profession for those engineering firms of superior skill and
knowledge in the United States of a similar size and character which provide d
esign services for
projects which are similar in size, scope, and budget to the Project, (ii) incorporating the latest
technology appropriate, and (iii) in compliance with all applicable national, federal, state, municipal,
and State of Texas laws, regulat
ions, codes, ordinances, orders and with those of any other body
having jurisdiction. There are no obligations, commitments, or impediments of any kind that will limit
or prevent performance of Engineer's services. Should Engineer fail to comply with the
standard of
care required herein, the Engineer's responsibilities under this Agreement, or the applicable laws,
regulations, codes, ordinances, and orders, Engineer hereby agrees to bear the full cost of
correcting Engineer's services and the services of i
ts consultants.



1.0.5

Engineer shall call to Owner's attention anything of any nature in Engineer's drawings
and specifications and any drawings, plans, instructions, information, requirements, procedures, and
other data supplied to Engineer (by Owner or

any other party) which Engineer regards in Engineer's
professional opinion as unsuitable, improper, or inaccurate in connection with the purposes for
which such documents or data are furnished. Further, Engineer shall investigate the existing
conditions
at the Project site to identify existing systems and construction which must be modified to
accommodate the Engineer's design for the Project and the construction of the Project. Nothing
shall excuse or detract from Engineer's responsibilities or obligati
ons hereunder in a case where
such documents or data are furnished unless Engineer advises Owner in writing that in Engineer's
professional opinion such documents or data are unsuitable, improper, or inaccurate and Owner
confirms in writing that it wishes
Engineer to proceed in accordance with the documents or data as
originally given.





1.0.6

Engineer's duties as set forth herein shall at no time be in any way diminished by
reason of any approval or acceptance by Owner, nor shall Engineer be released fro
m any liability by
reason of such approval by Owner, it being understood that Owner at all times is ultimately relying
upon Engineer's skill and knowledge in performing Engineer's Services.



1.0.7

In view of the services to be performed by Engineer, Eng
ineer shall devote such time
and in
-
house personnel as may be required to perform Engineer's services hereunder. Engineer's
Senior Principal responsible for completing the Engineer's services shall be as listed on
Exhibit
___,

attached hereto and incorpora
ted herein. The day
-
to
-
day Project team will be led by the person
or persons as listed on
Exhibit ___
. The Senior Principal shall act on behalf of Engineer with
respect to all phases of Engineer's Services and shall be available as required for the benef
it of the
Project and Owner.






10


1.1

ADDITIONAL SERVICES



1.1.1

Additional Services are those services which shall be provided if authorized or
confirmed in writing by the Owner and for which compensation will be provided as described in this
Agreement in ad
dition to Basic Compensation. Prior to commencing any Additional Service, Engineer
shall prepare for acceptance by the Owner an Additional Services Proposal, in the form attached
hereto as
Exhibit ___
, or other format as directed by Owner, which shall des
cribe in detail the nature
or scope of the Additional Services, the basis upon which Engineer has determined that such services
are Additional Services, and which shall set forth the maximum amount of fees and reimbursable
expenses for which Engineer is pr
epared to perform such Additional Services, together with a
proposed schedule for the performances of such Additional Service. Those services, if any, which the
Owner contemplates to be provided as Additional Services or considered to be Additional Servic
es are
described in
Exhibit __
. Engineer shall proceed only after written acceptance by Owner of the
Additional Services Proposal.



1.1.2

The Additional Services performed by Engineer shall become part of this Agreement
and shall be subject to all the

terms and conditions of this Agreement.


1.3

TIME


Engineer shall perform all of Engineer's services described herein as expeditiously as is consistent
with (1) the degree of professional skill and care defined herein, (2) the orderly progress of such
ser
vices, and (3) conformance with the schedules described herein so that the desired development
and construction schedule for the Project shall be maintained.



ARTICLE 2



THE OWNER'S RESPONSIBILITIES


2.1

Owner will provide a Project description and obj
ectives. The Project description and objectives
will set forth, as appropriate, the Owner’s description of the Project scope, schedule, criteria for
objectives, characteristics and constraints, space requirements and relationships, site requirements,
exis
ting facilities, and desired special components, systems and equipment. The schedule will set
forth the Owner’s plan for milestone dates and completion of the Project.


2.2

Owner shall provide Engineer and its employees and consultants access to the Proj
ect site(s).


2.3

Owner hereby expressly reserves the right from time to time to designate by notice to Engineer
a representative to act partially or wholly for Owner in connection with the performance of Owner's
obligations hereunder. Engineer shall act
only upon instructions from such representative unless
otherwise specifically notified to the contrary.
The Owner designates its superintendent of schools and
any of his or her designees as its representative authorized to act in the Owner's behalf with r
espect to
the Project.







11


ARTICLE 3


HOURLY WAGE FOR SERVICES


Prior to entering into any agreement between the Engineer and the Owner, and the Engineer and its
consultants, the Engineer shall submit a full list of all personnel, titles and the hourly wag
e for each
which is attached hereto as
Exhibit ___
.


ARTICLE 4


REIMBURSABLE EXPENSES


Reimbursable Expenses are in addition to the Compensation for Basic and Additional Services and
include actual out
-
of
-
pocket reasonable expenditures made by the Enginee
r and the Engineer’s
employees and consultants incurred solely and directly in connection with Engineer’s performance
of its services hereunder. Such Reimbursable Expenses, if any, are set forth in
Exhibit ___
.


ARTICLE 5


LIABILITY


5.1

INSURANCE


The
Engineer shall carry such professional liability and errors and omissions insurance, covering the
services provided under this Agreement, as is acceptable to and approved by the Owner. The fees
and premiums for such insurance will be at the expense of the

Engineer. A Certificate of Insurance
indicating the expiration date, and existence, of the Engineer’s professional liability insurance is
required prior to commencement or continuation of performance of the services under this
Agreement. Engineer shall
deliver to Owner replacement certificates not less than thirty (30) days
prior to the expiration of any such insurance. A Certificate of Insurance is required with a minimum
limit of $___________________ each claim and $______________________ aggregate.
The
Certificate shall indicate the expiration date of the Engineer's professional liability and errors and
omissions insurance. The Certificate is to identify the specific name of the Project and identify the
Board of Trustees for the San Marcos Consolida
ted Independent School District, San Marcos,
Texas, as the Project's Owner.


5.2

INDEMNIFICATION


Engineer shall indemnify and hold harmless the Owner and its officials, employees and
agents from and against all claims, causes of action, liability, inclu
ding those involving
personal injury, or actions made or filed against Owner and its officials, employees or
agents, or for any losses, damages, penalties, expenses, attorneys’ fees, or costs of court
arising from or related to Engineer’s, including Engine
er’s employees, owners or agents,
negligence or omission in the performance of services called for or contemplated hereunder.

This provision shall survive termination of this Agreement.






12


ARTICLE 6


OWNERSHIP AND USE OF DOCUMENTS


6.1

Drawings, specificat
ions, reports, findings and assessments as instruments of service are and
shall remain property of the Engineer whether the Project for which they are made is executed or not.
The Owner shall be permitted to retain copies, including reproducible copies, o
f drawings,
specifications, reports, finding and assessments for information and reference in connection with the
Owner’s use and occupancy of the Project. Owner shall have an irrevocable paid
-
up perpetual license
and right, which shall survive the termin
ation of this Agreement, to use any drawings and specifications
contemplated hereunder, including the originals thereof, and the ideas and designs contained therein,
for the completion of, and in connection with, the Project.


6.2

Submission or distributi
on to meet official regulatory requirements or for other purposes in
connection with the Project is not to be construed as publication in derogation of the Engineer's rights.



ARTICLE 7


TERMINATION OF AGREEMENT


7.1

This Agreement may be terminated by ei
ther party upon seven days' written notice should the
other party fail substantially to perform in accor
dance with its terms through no fault of the party
initiating the termination and such failure is not fully cured prior to the expiration of such seven

day
period.


7.2

This Agreement may be terminated by the Owner upon at least seven days' written notice to
the Engineer in the event that (A) the Project, or any portion thereof, is to be tem
porarily or
permanently abandoned; or (B) Owner does not approp
riate sufficient funding for the Project or for
payments to be made under this Agreement to Engineer.


7.3

In the event of termination not the fault of the Engineer, the Engineer shall be compensated for
all services satisfactorily performed to the termina
tion date, together with approved Reimbursable
Expenses then due,
provided Engineer shall have delivered to Owner such statements, accounts,
reports and other materials as required by Paragraph 7.5 below together with all reports, documents
and other mater
ials prepared by Engineer prior to termination.


7.4

A termination under this Article 7 shall not relieve Engineer or any of its employees or agents
of liability for violations of this Agreement, or any act or omission, or negligence, of Engineer.


7.5

A
s of the date of termination of this Agreement, Engineer shall furnish to Owner all
statements, accounts, reports and other materials as are required hereunder or as have been
prepared by Engineer in connection with Engineer's responsibilities hereunder.
Owner shall have
the right to use the ideas and designs therein contained for the completion of the services described
by this Agreement, and for completion of the Project.






13


ARTICLE 8


COMPENSATION


The Owner shall compensate the Engineer for the services
provided in accordance with the Terms and
Condi
tions of this Agreement as follows:



8.1

BASIC SERVICES COMPENSATION


For Basic Services, as described in Article 1, and any other services included in
Exhibit ___

as part of
Basic Services, Basic Compensati
on shall be computed in one of the following ways, as set forth in
Exhibit ___
-
1

and
Exhibit ___
-
2
.



Exhibit ___
-
1
: Fixed percentage
--

Project cost limitation times fee percentage.


Exhibit ___
-
2
: Fixed rate based on agreed hourly rates and time expe
nded.


8.2

COMPENSATION FOR ADDITIONAL SERVICES



8.2.1

For Additional Services of the Engineer, as descr
ib
ed in paragraph 1.1, and any other
services included in
Exhibit ___

as part of Additional Services, Compensation shall be computed in
one of the fo
llowing ways:


a.

A pre
-
established lump sum amount.


b.

Compensation by the hour for time expended.


c.

As a pre
-
established percent of the cost of the item in question.



8.2.2

The election of the parties to the method of compensation will be set fort
h in
Exhibit
___
.


8.3

PAYMENTS FOR BASIC SERVICES



8.3.1

Payments for Basic Services shall be made at the end of each phase of services or,
with the Owner's approval, monthly and shall be in proportion to services performed and delivered, as
demonst
rate
d by work product.



8.3.2

Any provision hereof to the contrary not withstanding, Owner shall not be obligated to
make any payment (whether a progress payment or final payment) to Engineer hereunder if any one
or more of the following conditions exist:




.1

Engineer is in breach or default under this Agreement;

.2

Any part of such payment is attributable to services which are not performed
in accordance with this Agreement; provided, however, such payment shall
be made as to the part thereof attributabl
e to services which were performed
in accordance with this Agreement; or

.3

Engineer has failed to make payments to consultants or other third parties
used in connection with the services for which Owner has made payment to
Engineer.






14



8.3.3

No partial pay
ment made hereunder shall be, or shall be construed to be, final
acceptance or approval of that part of the services to which such partial payment relates, or a
release of Engineer of any of Engineer's obligations hereunder or liabilities with respect to s
uch
services.



8.3.4

The acceptance by Engineer or Engineer's successors of final payment under this
Agreement, shall constitute a full and complete release of Owner from any and all claims, demands,
and causes of action whatsoever which Engineer or Engin
eer's successors have or may have
against Owner under the provisions of this Agreement except those previously made in writing and
identified by Engineer as unsettled at the time of the final request for payment.


8.4

PAYMENTS FOR ADDITIONAL SERVICES AND R
EIMBURSABLE EXPENSES


Payments on account of the Engineer's Additional Services as defined in Paragraph 1.1 and for
Reimbursable Expen
ses as defined in Article 4 shall be made monthly upon presenta
tion of the
Engineer's statement of services rendered or
expen
ses in
curred, as approved by Owner.


ARTICLE 9


MISCELLANEOUS PROVISIONS


9.1

Successors and Assigns.

The Owner and the Engineer, respectively, bind themselves,
their partners, successors, assigns and legal repres
entatives to the other party to thi
s Agreement and
to the partners, permitted succes
sors, assigns and legal representa
tives of such other party with
respect to all covenants of this Agreement.
This Agreement is a personal service contract for the
services of Engineer, and Engineer's inte
rest in this Agreement, duties hereunder and/or fees due
hereunder may not be assigned or delegated to a third party.


9.2

Extent of Agreement.

This Agreement supersedes all prior agreements, written or oral,
between Engineer and Owner and shall constitu
te the entire Agreement and understanding between
the parties with respect to the subject matter hereof. This Agreement and each of its provisions shall
be binding upon the parties and may not be waived, modified, amended or altered except by a writing
si
gned by Owner and Engineer.


9.3

Captions. The captions of paragraphs in this Agreement are for convenience only and shall
not be considered or referred to in resolving questions of interpretation or construction.


9.4

Governing Law
/Venue
. This Agreement

and all of the rights and obligations of the parties
hereto and all of the terms and conditions hereof shall be construed, interpreted and applied in
accordance with and governed by and enforced under the laws of the State of Texas.

Venue is
mandatory an
d exclusive in
Hays County, Texas
, without regard to conflict of laws provisions
.


9.5

Waivers. No delay or omission by either of the parties hereto in exercising any right or power
accruing upon the non
-
compliance or failure of performance by the other p
arty hereto of any of the
provisions of this Agreement shall impair any such right or power or be construed to be a waiver
thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements
hereof to be performed by the ot
her party hereto shall not be construed to be a waiver of any
subsequent breach thereof or of any other covenant, condition or agreement herein contained.





15



9.6

Severability. In case any provision hereof shall, for any reason, be held invalid or
unenforcea
ble in any respect, such invalidity or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had not
been included herein.


9.7

Independent Contractor.
Engineer re
cognizes that Engineer is engaged as an independent
contractor and acknowledges that Owner shall have no responsibility to provide Engineer or its
employees with transportation, insurance or other fringe benefits normally associated with employee
status.


9.8

Proprietary Interests.

All information owned, possessed or used by Owner which is
communicated to, learned, developed or otherwise acquired by Engineer in the performance of
services for Owner, which is not generally known to the public, shall be con
fidential and Engineer shall
not, beginning on the date of first association or communication between Owner and Engineer and
continuing through the term of this Agreement and any time thereafter, disclose, communicate or
divulge, or permit disclosure, comm
unication or divulgence, to another or use for Engineer's own
benefit or the benefit of another, any such confidential information, unless required by law. Except
when defined as part of the Work, Engineer shall not make any press releases, public stateme
nts, or
advertisement referring to the Project or the engagement of Engineer as an independent contractor of
Owner in connection with the Project, or release any information relative to the Project for publications,
advertisement or any other purpose witho
ut the prior written approval of Owner.


9.9

Records. Records of Engineer’s Project costs, fees, reimbursable expenses and payments
shall be available to Owner or its authorized representative during business hours and shall be
retained for three years a
fter final Payment or abandonment of the Project, unless Owner otherwise
instructs Engineer in writing.


9.10

Notices. All notices, consents, demands, requests or other communications provided for or
permitted to be given hereunder shall be in writing and

deemed to have been duly given when
delivered by hand delivery or deposited in the U.S. mail by certified mail, return receipt requested,
postage prepaid, and addressed as follows:

(1)

If to Owner:


San Marcos Consol. Independent School District

_____________
______________________________

___________________________________________

(2)

If to Engineer:


________________________________________





________________________________________





________________________________________

Attention: _____________________
___________



9.11

Attorneys’ Fees. In action in a court of law with competent jurisdiction

to enforce or construe
this A
greement, the prevailing party shall be entitled to its reasonable and necessary attorneys’ fees
and costs of court.


9.12

No Waiver
of Immunities
.
By entering this Agreement and performing hereunder, Owner does
not intend, and this Agreement shall not be co
nstrued, to waive any immunity, defense, or limit

of
liability to which Owner is entitled under law.





16




IN WITNESS WHEREOF, Owner a
nd Engineer have agreed to and executed this Agreement as of
the date first above written.


OWNER:






ENGINEER:

SAN MARCOS CONSOLIDATED

INDEPENDENT SCHOOL DISTRICT



By:







By:







Name: _______
_______________________


Name__
_______________________
__


Title: _______________________________


Title: __________________________