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WAs Used Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384 Engineering–Engineering__SpecDelwWA.doc Page 1 of 4 Rev. 09/01/2017 THE STATE OF TEXAS § COUNTY OF TRAVIS § CONTRACT FOR ENGINEERING SERVICES Cost Plus Fixed Fee, Unit Cost, Lump Sum, or Specified Rate Specific Deliverable with Work Authorizations THIS CONTRACT FOR ENGINEERING SERVICES is made by and between the State of Texas acting by and through the Texas Department of Transportation, 125 E. 11th St., Austin, Texas 78701, hereinafter called "State," and SAM-Construction Services, LLC, having its principal business address at 11111 Katy Freeway, Suite 200, Houston, Texas 77079, hereinafter called "Engineer," for the purpose of contracting for engineering services. WITNESSETH WHEREAS, Government Code, Chapter 2254, Subchapter A, "Professional Services Procurement Act," provides for the procurement of engineering services; and WHEREAS, 43 Texas Administrative Code §9.30 et seq. establishes the Texas Department of Transportation's policies and procedures for contracting for engineering services; and, WHEREAS, the State desires to contract for engineering services generally described as General Engineering Consultant (GEC) to provide engineering and planning support on the following projects in the Houston and Bryan Districts: The SH 249 Extension Project, Segments 1 and 2 in Montgomery County and Grimes County, located northwest of Houston; and, WHEREAS, the State has selected the Engineer to provide the needed services and the Engineer has agreed to provide the services subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, the State and the Engineer, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows. AGREEMENT ARTICLE 1. SCOPE OF SERVICES. The State and the Engineer will furnish items and perform those services for fulfillment of the contract as identified in Attachment B, Services to be Provided by the State and Attachment C, Services to be Provided by the Engineer. All services provided by the Engineer will conform to standard engineering practices and applicable rules and regulations of the Texas Engineering Practices Act and the rules of the Texas Board of Professional Engineers. ARTICLE 2. CONTRACT PERIOD. This contract becomes effective when fully executed by all parties hereto and it shall terminate at the close of business on September 30, 2022 unless the contract period is: (1) modified by written supplemental agreement prior to the date of termination as set forth in Attachment A, General Provisions, Article 6, Supplemental Agreements; (2) extended due to a work suspension as provided for in Attachment A, Article 3, Paragraph C; or (3) otherwise terminated in accordance with Attachment A, General Provisions, Article 15, Termination. Any work performed or cost incurred before or after the contract period shall be ineligible for reimbursement. ARTICLE 3. COMPENSATION. A. Maximum Amount Payable. The maximum amount payable under this contract without modification is shown in Attachment E, Fee Schedule. Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party. DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499 DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Page 1: Work Authorizations Used Contract No

WAs Used Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Engineering–Engineering__SpecDelwWA.doc Page 1 of 4 Rev. 09/01/2017

THE STATE OF TEXAS § COUNTY OF TRAVIS §

CONTRACT FOR ENGINEERING SERVICES Cost Plus Fixed Fee,

Unit Cost, Lump Sum, or Specified Rate Specific Deliverable with Work Authorizations

THIS CONTRACT FOR ENGINEERING SERVICES is made by and between the State of Texas acting by and through the Texas Department of Transportation, 125 E. 11th St., Austin, Texas 78701, hereinafter called "State," and SAM-Construction Services, LLC, having its principal business address at 11111 Katy Freeway, Suite 200, Houston, Texas 77079, hereinafter called "Engineer," for the purpose of contracting for engineering services.

WITNESSETH WHEREAS, Government Code, Chapter 2254, Subchapter A, "Professional Services Procurement Act," provides for the procurement of engineering services; and WHEREAS, 43 Texas Administrative Code §9.30 et seq. establishes the Texas Department of Transportation's policies and procedures for contracting for engineering services; and, WHEREAS, the State desires to contract for engineering services generally described as General Engineering Consultant (GEC) to provide engineering and planning support on the following projects in the Houston and Bryan Districts: The SH 249 Extension Project, Segments 1 and 2 in Montgomery County and Grimes County, located northwest of Houston; and, WHEREAS, the State has selected the Engineer to provide the needed services and the Engineer has agreed to provide the services subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, the State and the Engineer, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows.

AGREEMENT ARTICLE 1. SCOPE OF SERVICES. The State and the Engineer will furnish items and perform those services for fulfillment of the contract as identified in Attachment B, Services to be Provided by the State and Attachment C, Services to be Provided by the Engineer. All services provided by the Engineer will conform to standard engineering practices and applicable rules and regulations of the Texas Engineering Practices Act and the rules of the Texas Board of Professional Engineers. ARTICLE 2. CONTRACT PERIOD. This contract becomes effective when fully executed by all parties hereto and it shall terminate at the close of business on September 30, 2022 unless the contract period is: (1) modified by written supplemental agreement prior to the date of termination as set forth in Attachment A, General Provisions, Article 6, Supplemental Agreements; (2) extended due to a work suspension as provided for in Attachment A, Article 3, Paragraph C; or (3) otherwise terminated in accordance with Attachment A, General Provisions, Article 15, Termination. Any work performed or cost incurred before or after the contract period shall be ineligible for reimbursement. ARTICLE 3. COMPENSATION. A. Maximum Amount Payable. The maximum amount payable under this contract without modification is shown in Attachment E, Fee Schedule. Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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B. Basis of Payment. The basis of payment is identified in Attachment E, Fee Schedule. Reimbursement of costs incurred under a work authorization shall be in accordance with Attachment E, Fee Schedule. C. Reimbursement of Eligible Costs. To be eligible for reimbursement, the Engineer's costs must (1) be incurred in accordance with the terms of a valid work authorization; (2) be in accordance with Attachment E, Fee Schedule; and (3) comply with cost principles set forth at 48 CFR Part 31, Federal Acquisition Regulation (FAR 31). Satisfactory progress of work shall be maintained as a condition of payment. D. Engineer Payment of Subproviders. No later than ten (10) days after receiving payment from the State, the Engineer shall pay all subproviders for work performed under a subcontract authorized hereunder. The State may withhold all payments that have or may become due if the Engineer fails to comply with the ten-day payment requirement. The State may also suspend the work under this contract or any work authorization until subproviders are paid. This requirement also applies to all lower tier subproviders, and this provision must be incorporated into all subcontracts. ARTICLE 4. PAYMENT REQUIREMENTS A. Monthly Billing Statements. The Engineer shall request reimbursement of costs incurred by submitting the original and one copy of an itemized billing statement in a form acceptable to the State. The Engineer is authorized to submit requests for reimbursement no more frequently than monthly and no later than ninety (90) days after costs are incurred. B. Billing Statement. The billing statement shall show the work authorization number for each work authorization included in the billing, the total amount earned to the date of submission, and the amount due and payable as of the date of the current billing statement for each work authorization. The billing statement shall indicate if the work has been completed or if the billing is for partial completion of the work. The fixed fee will be paid in proportion to the percentage of work completed per work authorization. C. Overhead Rates. The Engineer shall use the provisional overhead rate indicated in Attachment E. If a periodic escalation of the provisional overhead rate is specified in Attachment E, the effective date of the revised provisional overhead rate must be included. For lump sum contracts, the overhead rate remains unchanged for the entire contract period. D. Thirty Day Payments. Upon receipt of a billing statement that complies with all invoice requirements set forth in this Article, the State shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. E. Withholding Payments. The State reserves the right to withhold payment of the Engineer's billing statement in the event of any of the following: (1) If a dispute over the work or costs thereof is not resolved within a thirty day period; (2) pending verification of satisfactory work performed; (3) the Engineer becomes a delinquent obligor as set forth in Section 231.006 of the Family Code; (4) required reports are not received; or (5) the State Comptroller of Public Accounts will not issue a warrant to the Engineer. In the event that payment is withheld, the State shall notify the Engineer and give a remedy that would allow the State to release the payment. F. Required Reports. (1) As required in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Program Requirements, the Engineer shall submit Progress Assessment Reports to report actual payments made to Disadvantaged Business Enterprises or Historically Underutilized Businesses. One copy shall be submitted with each billing statement and one copy shall be submitted to the address included in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Program Requirements.

(2) Prior to contract closeout, the Engineer shall submit a Final Report (Exhibit H-4) to the address set forth in Attachment H.

(3) The Engineer shall submit a separate report with each billing statement showing the percent completion of the work accomplished during the billing period and the percent completion to date, and any additional written report requested by the State to document the progress of the work.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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G. Subproviders and Suppliers List. Pursuant to requirements of 43 Texas Administrative Code §9.350 et seq., the Engineer must provide the State a list (Exhibit H-5/DBE or Exhibit H-6/HUB) of all Subproviders and suppliers that submitted quotes or proposals for subcontracts. This list shall include subproviders and suppliers names, addresses, telephone numbers, and type of work desired. H. Debt to the State. If the State Comptroller of Public Accounts is prohibited from issuing a warrant or initiating an electronic funds transfer to the Engineer because of a debt owed to the State, the State shall apply all payment due the Engineer to the debt or delinquent tax until the debt or delinquent tax is paid in full. I. Audit. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. ARTICLE 5. WORK AUTHORIZATIONS. The State will issue work authorizations using the form included in Attachment D (Work Authorizations and Supplemental Work Authorizations) to authorize all work under this contract. The Engineer must sign and return a work authorization within seven (7) working days after receipt. Refusal to accept a work authorization may be grounds for termination of the contract. The State shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to work not directly associated with or prior to the execution of a work authorization. Terms and conditions governing the use of work authorizations are set forth in Attachment A, General Provisions, Article 1. ARTICLE 6. SIGNATORY WARRANTY. The undersigned signatory for the Engineer hereby represents and warrants that he or she is an officer of the organization for which he or she has executed this contract and that he or she has full and complete authority to enter into this contract on behalf of the firm. These representations and warranties are made for the purpose of inducing the State to enter into this contract. ARTICLE 7. All notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to such party at the following addresses:

Engineer:

Vice President/Principle SAM-Construction Services, LLC 11111 Katy Freeway Suite 200 Houston, Texas 77079

State:

Director, Professional Engineering

Procurement Services Texas Department of Transportation

125 E. 11th Street Austin, Texas 78701

All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. ARTICLE 8. INCORPORATION OF PROVISIONS. Attachments A through H are attached hereto and incorporated into this contract as if fully set forth herein. IN WITNESS WHEREOF, the State and the Engineer have executed this contract in duplicate.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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THE ENGINEER

(Signature) M. Brett Smith, P.E.

(Printed Name) Vice President/Principal

(Title)

(Date)

THE STATE OF TEXAS

(Signature) James M. Bass

(Printed Name) Executive Director

(Title)

(Date)

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499

10/18/2017

DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

11/3/2017

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Attachments and Exhibits to Contract for Engineering Services Incorporated into the Contract by Reference

Attachments Title A General Provisions B Services to Be Provided by the State C Services to Be Provided by the Engineer D Work Authorization and Supplemental Work Authorization E Fee Schedule F Work Schedule G Computer Graphics Files for Document and Information Exchange, if applicable

H-FG Disadvantaged Business Enterprise (DBE) for Federal Funded Professional or Technical Services Contracts – See Attachment H Instructions

H – FN Disadvantaged Business Enterprise (DBE) for Race-Neutral Professional or Technical Services Contracts – See Attachment H Instructions N/A

H – SG Historically Underutilized Business (HUB) Requirements for State Funded Professional or Technical Services Contracts – State of Texas HUB. Subcontracting plan required – See Attachment H Instructions N/A

H – SN Historically Underutilized Business (HUB) Requirements for State Funded Professional or Technical Services Contracts – No State of Texas HUB N/A

Exhibits Title H – 1 Subprovider Monitoring System Commitment Worksheet H – 2 Subprovider Monitoring System Commitment Agreement H – 3 Monthly Progress Assessment Report H - 4 Subprovider Monitoring System Final Report H - 5 Federal Subproviders and Supplier Information H - 6 HUB Subcontracting Plan (HSP) Prime Contractor Progress Assessment

Report N/A

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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ATTACHMENT A GENERAL PROVISIONS

INDEX TO PROVISIONS

Article Title

1 Work Authorizations 2 Progress 3 Suspension of Work 4 Additional Work 5 Changes in Work 6 Supplemental Agreements 7 Ownership of Data 8 Public Information 9 Personnel, Equipment and Material 10 License for TxDOT Logo Use 11 Subcontracting 12 Inspection of Work 13 Submission of Reports 14 Violation of Contract Terms 15 Termination 16 Compliance with Laws 17 Indemnification 18 Engineer’s Responsibility 19 Non-collusion 20 Insurance 21 Gratuities 22 DBE/HUB Requirements 23 Maintenance, Retention and Audit of Records 24 Nepotism Disclosure 25 Civil Rights Compliance 26 Patent Rights 27 Computer Graphics Files 28 Child Support Certification 29 Disputes 30 Successors and Assigns 31 Severability 32 Prior Contracts Superseded 33 Conflict of Interest 34 Office of Management and Budget (OMB) Audit

Requirements 35 Debarment Certifications 36 E-Verify Certification 37 Restrictions on Employment of Former State

Officer or Employee 38 Pertinent Non-Discrimination Authorities 39 Boycott Israel

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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ATTACHMENT A

GENERAL PROVISIONS ARTICLE 1. WORK AUTHORIZATIONS A. Use. The Engineer shall not begin any work until the State and the Engineer have signed a work authorization. Costs incurred by the Engineer before a work authorization is fully executed or after the completion date specified in the work authorization are not eligible for reimbursement. All work must be completed on or before the completion date specified in the work authorization, and no work authorization completion date shall extend beyond the contract period set forth in Article 2 of the contract (Contract Period). B. Contents. Each work authorization will include: (1) types of services to be performed; (2) a period of performance with a beginning and ending date; (3) a full description of the work to be performed; (4) a work schedule with milestones; (5) a cost not to exceed amount, (6) the basis of payment whether cost plus fixed fee, unit cost, lump sum, or specified rate; and (7) a work authorization budget calculated using fees set forth in Attachment E, Fee Schedule. The Engineer is not to include additional contract terms and conditions in the work authorization. In the event of any conflicting terms and conditions between the work authorization and the contract, the terms and conditions of the contract shall prevail and govern the work and costs incurred. C. Work Authorization Budget. A work authorization budget shall set forth in detail (1) the computation of the estimated cost of the work as described in the work authorization, (2) the estimated time (hours/days) required to complete the work at the hourly rates established in Attachment E, Fee Schedule; (3) a work plan that includes a list of the work to be performed, (4) a stated maximum number of calendar days to complete the work, and (5) a cost-not-to-exceed-amount or unit or lump sum cost and the total cost or price of the work authorization. The State will not pay items of cost that are not included in or rates that exceed those approved in Attachment E. D. No Guaranteed Work. Work authorizations are issued at the discretion of the State. While it is the State's intent to issue work authorizations hereunder, the Engineer shall have no cause of action conditioned upon the lack or number of work authorizations issued. E. Incorporation into Contract. Each work authorization shall be signed by both parties and become a part of the contract. No work authorization will waive the State's or the Engineer's responsibilities and obligations established in this contract. The Engineer shall promptly notify the State of any event that will affect completion of the work authorization. F. Supplemental Work Authorizations. Before additional work may be performed or additional costs incurred, a change in a work authorization shall be enacted by a written supplemental work authorization in the form identified and attached hereto as Attachment D. Both parties must execute a supplemental work authorization within the period of performance specified in the work authorization. The State shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to additional work not directly associated with the performance or prior to the execution of the work authorization. The Engineer shall allow adequate time for review and approval of the supplemental work authorization by the State prior to expiration of the work authorization. Any supplemental work authorization must be executed by both parties within the time period established in Article 2 of the contract, (Contract Period). Under no circumstances will a work authorization be allowed to extend beyond the contract's expiration date or will the total amount of funds exceed the maximum amount payable set forth in Article 3A of the contract (Compensation).

F-1. More Time Needed. If the Engineer determines or reasonably anticipates that the work authorized in a work authorization cannot be completed before the specified completion date, the Engineer shall promptly notify the State. The State may, at its sole discretion, extend the work authorization period by execution of supplemental authorization, using the form attached hereto as Attachment D.

F-2. Changes in Scope. Changes that would modify the scope of the work authorized in a work authorization must be enacted by a written supplemental work authorization. The Engineer must allow adequate time for the State to review and approve any request for a time extension prior to expiration of

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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the work authorization. If the change in scope affects the amount payable under the work authorization, the Engineer shall prepare a revised work authorization budget for the State's approval.

G. New Work Authorization. If the Engineer does not complete the services authorized in a work authorization before the specified completion date and has not requested a supplemental work authorization, the work authorization shall terminate on the completion date. At the sole discretion of the State, it may issue a new work authorization to the Engineer for the incomplete work using the unexpended balance of the preceding work authorization for the project. If approved by the State, the Engineer may calculate any additional cost for the incomplete work using the rates set forth in the preceding work authorization and in accordance with Attachment E, Fee Schedule. H. Emergency Work Authorizations. The State, at its sole discretion, may accept the Engineer's signature on a faxed copy of the work authorization as satisfying the requirements for executing the work authorization, provided that the signed original is received by the State within five business days from the date on the faxed copy. I. Deliverables. Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance. ARTICLE 2. PROGRESS A. Progress meetings. The Engineer shall from time to time during the progress of the work confer with the State. The Engineer shall prepare and present such information as may be pertinent and necessary or as may be requested by the State in order to evaluate features of the work. B. Conferences. At the request of the State or the Engineer, conferences shall be provided at the Engineer's office, the office of the State, or at other locations designated by the State. These conferences shall also include evaluation of the Engineer's services and work when requested by the State. C. Inspections. If federal funds are used to reimburse costs incurred under this contract, the work and all reimbursements will be subject to periodic review by the U. S. Department of Transportation. D. Reports. The Engineer shall promptly advise the State in writing of events that have a significant impact upon the progress of a work authorization, including:

1. problems, delays, adverse conditions that will materially affect the ability to meet the time schedules and goals, or preclude the attainment of project work units by established time periods; this disclosure will be accompanied by statement of the action taken or contemplated, and any State or federal assistance needed to resolve the situation; and

2. favorable developments or events which enable meeting the work schedule goals sooner than anticipated.

E. Corrective Action. Should the State determine that the progress of work does not satisfy the milestone schedule set forth in a work authorization, the State shall review the work schedule with the Engineer to determine the nature of corrective action needed. ARTICLE 3. SUSPENSION OF WORK AUTHORIZATION A. Notice. Should the State desire to suspend a work authorization but not terminate the contract, the State may verbally notify the Engineer followed by written confirmation, giving (30) thirty days notice. Both parties may waive the thirty-day notice in writing. B. Reinstatement. A work authorization may be reinstated and resumed in full force and effect within sixty (60) business days of receipt of written notice from the State to resume the work. Both parties may waive the sixty-day notice in writing. C. Contract Period Not Affected. If the State suspends a work authorization, the contract period as determined in Article 2 of the contract (Contract Period) is not affected and the contract and the work authorization will terminate on the date specified unless the contract or work authorization is amended to authorize additional time.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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D. Limitation of Liability. The State shall have no liability for work performed or costs incurred prior to the date authorized by the State to begin work, during periods when work is suspended, or after the completion date of the contract or work authorization. ARTICLE 4. ADDITIONAL WORK A. Notice. If the Engineer is of the opinion that any assigned work is beyond the scope of this contract and constitutes additional work, it shall promptly notify the State in writing, presenting the facts of the work authorization and showing how the work authorization constitutes additional work. B. Supplemental Agreement. If the State finds that the work does constitute additional work, the State shall so advise the Engineer and a written supplemental agreement will be executed as provided in General Provisions, Article 6, Supplemental Agreements. C. Limitation of Liability. The State shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to additional work not directly associated with or prior to the execution of a supplemental agreement. ARTICLE 5. CHANGES IN WORK A. Work Previously Submitted as Satisfactory. If the Engineer has submitted work in accordance with the terms of this contract but the State requests changes to the completed work or parts thereof which involve changes to the original scope of services or character of work under the contract, the Engineer shall make such revisions as requested and as directed by the State. This will be considered as additional work and paid for as specified under Article 4, Additional Work. B. Work Does Not Comply with Contract. If the Engineer submits work that does not comply with the terms of this contract, the State shall instruct the Engineer to make such revision as is necessary to bring the work into compliance with the contract. No additional compensation shall be paid for this work. C. Errors/Omissions. The Engineer shall make revisions to the work authorized in this contract which are necessary to correct errors or omissions appearing therein, when required to do so by the State. No additional compensation shall be paid for this work. ARTICLE 6. SUPPLEMENTAL AGREEMENTS A. Need. The terms of this contract may be modified if the State determines that there has been a significant increase or decrease in the duration, scope, cost, complexity or character of the services to be performed. A supplemental agreement will be executed to authorize such significant increases or decreases. Significant is defined to mean a cost increase of any amount and a cost decrease of twenty percent (20%) or more of the original estimated project cost. B. Compensation. Additional compensation, if appropriate, shall be calculated as set forth in Article 3 of the contract (Compensation). Significant changes affecting the cost or maximum amount payable shall be defined to include but not be limited to new work not previously authorized or previously authorized services that will not be performed. The parties may reevaluate and renegotiate costs at this time. C. When to Execute. Both parties must execute a supplemental agreement within the contract period specified in Article 2 of the contract (Contract Period). ARTICLE 7. OWNERSHIP OF DATA A. Work for Hire. All services provided under this contract are considered work for hire and as such all data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this contract are the property of the State. B. Disposition of Documents. All documents prepared by the Engineer and all documents furnished to the Engineer by the State shall be delivered to the State upon request by the State. The Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished the State under this contract, but further use of the data is subject to permission by the State.

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C. Release of Design Plan. The Engineer (1) will not release any roadway design plan created or collected under this contract except to its subproviders as necessary to complete the contract; (2) shall include a provision in all subcontracts which acknowledges the State’s ownership of the design plan and prohibits its use for any use other than the project identified in this contract; and (3) is responsible for any improper use of the design plan by its employees, officers, or subproviders, including costs, damages, or other liability resulting from improper use. Neither the Engineer nor any subprovider may charge a fee for the portion of the design plan created by the State. ARTICLE 8. PUBLIC INFORMATION AND CONFIDENTIALITY A. Public Information. The State will comply with Government Code, Chapter 552, the Public Information Act, and 43 Texas Administrative Code §3.10 et seq. in the release of information produced under this contract. B. Confidentiality. The Engineer shall not disclose information obtained from the State under this contract without the express written consent of the State.

C. Access to Information. The Engineer is required to make any information created or exchanged with the state pursuant to this contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. ARTICLE 9. PERSONNEL, EQUIPMENT AND MATERIAL A. Engineer Resources. The Engineer shall furnish and maintain quarters for the performance of all services, in addition to providing adequate and sufficient personnel and equipment to perform the services required under the contract. The Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the services required under this contract, or it will be able to obtain such personnel from sources other than the State. B. Removal of Contractor Employee. All employees of the Engineer assigned to this contract shall have such knowledge and experience as will enable them to perform the duties assigned to them. The State may instruct the Engineer to remove any employee from association with work authorized in this contract if, in the sole opinion of the State, the work of that employee does not comply with the terms of this contract or if the conduct of that employee becomes detrimental to the work. C. Replacement of Key Personnel. The Engineer must notify the State in writing as soon as possible, but no later than three business days after a project manager or other key personnel is removed from association with this contract, giving the reason for removal. D. State Approval of Replacement Personnel. The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days. E. Ownership of Acquired Property. Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first. ARTICLE 10. LICENSE FOR TxDOT LOGO USE A. Grant of License; Limitations. The Engineer is granted a limited revocable non-exclusive license to use the registered TxDOT trademark logo (TxDOT Flying “T”) on any deliverables prepared under this contract that are the property of the State. The Engineer may not make any use of the registered TxDOT trademark logo on any other materials or documents unless it first submits that request in writing to the State and receives

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approval for the proposed use. The Engineer agrees that it shall not alter, modify, dilute, or otherwise misuse the registered TxDOT trademark logo or bring it into disrepute. B. Notice of Registration Required: The Engineer’s use of the Flying ‘T’ under this article shall be followed by the capital letter R enclosed within a circle (®) that gives notice that the Flying ‘T’ is registered in the United States Patent and Trademark Office (USPTO). C. No Assignment or Sublicense. The Engineer may not assign or sublicense the rights granted by this article without the prior written consent of the State. D. Term of License. The license granted to the Engineer by this article shall terminate at the end of the term specified in Article 2 of this contract. ARTICLE 11. SUBCONTRACTING A. Prior Approval. The Engineer shall not assign, subcontract or transfer any portion of professional services related to the work under this contract without prior written approval from the State. B. DBE/HUB Compliance. The Engineer’s subcontracting program shall comply with the requirements of Attachment H of the contract (DBE/HUB Requirements). C. Required Provisions. All subcontracts for professional services shall include the provisions included in Attachment A, General Provisions, and any provisions required by law. The Engineer is authorized to pay subproviders in accordance with the terms of the subcontract, and the basis of payment may differ from the basis of payment by the State to the Engineer. D. Prior Review. Subcontracts for professional services in excess of $25,000 may be reviewed by the State prior to performance of work thereunder. E. Engineer Responsibilities. No subcontract relieves the Engineer of any responsibilities under this contract. ARTICLE 12. INSPECTION OF WORK A. Review Rights. The State and the U. S. Department of Transportation, when federal funds are involved, and any of their authorized representatives shall have the right at all reasonable times to review or otherwise evaluate the work performed hereunder and the premises in which it is being performed. B. Reasonable Access. If any review or evaluation is made on the premises of the Engineer or a subprovider, the Engineer shall provide and require its subproviders to provide all reasonable facilities and assistance for the safety and convenience of the state or federal representatives in the performance of their duties. ARTICLE 13. SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by the State before a final report is issued. The State's comments on the Engineer's preliminary report must be addressed in the final report. ARTICLE 14. VIOLATION OF CONTRACT TERMS A. Increased Costs. Violation of contract terms, breach of contract, or default by the Engineer shall be grounds for termination of the contract, and any increased or additional cost incurred by the State arising from the Engineer's default, breach of contract or violation of contract terms shall be paid by the Engineer. B. Remedies. This agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative. ARTICLE 15. TERMINATION A. Causes. The contract may be terminated before the stated completion date by any of the following conditions.

1. By mutual agreement and consent, in writing from both parties.

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2. By the State by notice in writing to the Engineer as a consequence of failure by the Engineer to perform the services set forth herein in a satisfactory manner.

3. By either party, upon the failure of the other party to fulfill its obligations as set forth herein. 4. By the State for reasons of its own, not subject to the mutual consent of the Engineer, by giving thirty

business days notice of termination in writing to the Engineer. 5. By the State, if the Engineer violates the provisions of Attachment A, General Provisions Article 21,

Gratuities, or Attachment H, Disadvantaged Business Enterprise/Historically Underutilized Business Requirements.

6. By satisfactory completion of all services and obligations described herein. B. Measurement. Should the State terminate this contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to the Engineer. In determining the value of the work performed by the Engineer prior to termination, the State shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should the State terminate this contract under paragraph (4) or (5) above, the Engineer shall not incur costs during the thirty-day notice period in excess of the amount incurred during the preceding thirty days. C. Value of Completed Work. If the Engineer defaults in the performance of this contract or if the State terminates this contract for fault on the part of the Engineer, the State will give consideration to the following when calculating the value of the completed work: (1) the actual costs incurred (not to exceed the rates set forth in Attachment E, Fee Schedule) by the Engineer in performing the work to the date of default; (2) the amount of work required which was satisfactorily completed to date of default; (3) the value of the work which is usable to the State; (4) the cost to the State of employing another firm to complete the required work; (5) the time required to employ another firm to complete the work; and (6) other factors which affect the value to the State of the work performed. D. Calculation of Payments. The State shall use the fee schedule set forth in Attachment E to the contract (Fee Schedule) in determining the value of the work performed up to the time of termination. In the case of partially completed engineering services, eligible costs will be calculated as set forth in Attachment E, Fee Schedule. The sum of the provisional overhead percentage rate for payroll additives and for general and administrative overhead costs during the years in which work was performed shall be used to calculate partial payments. Any portion of the fixed fee not previously paid in the partial payments shall not be included in the final payment. E. Excusable Delays. Except with respect to defaults of subproviders, the Engineer shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure to progress in the performance of the work) if such failure arises out of causes beyond the control and without the default or negligence of the Engineer. Such causes may include, but are not restricted to, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. F. Surviving Requirements. The termination of this contract and payment of an amount in settlement as prescribed above shall extinguish the rights, duties, and obligations of the State and the Engineer under this contract, except for those provisions that establish responsibilities that extend beyond the contract period. G. Payment of Additional Costs. If termination of this contract is due to the failure of the Engineer to fulfill its contract obligations, the State may take over the project and prosecute the work to completion, and the Engineer shall be liable to the State for any additional cost to the State. ARTICLE 16. COMPLIANCE WITH LAWS The Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this contract, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, nondiscrimination, and licensing laws and regulations. When required, the Engineer shall furnish the State with satisfactory proof of its compliance therewith.

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ARTICLE 17. INDEMNIFICATION A. Indemnification. The Engineer shall indemnify the State and the State’s officers and employees against liability for damage to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Engineer, the Engineer’s agent, or another entity over which the Engineer exercises control. B. Attorney Fees. The Engineer shall reimburse, in proportion to Engineer’s liability, TxDOT’s reasonable attorney's fees incurred defending TxDOT against a claim based wholly or partly on the negligence of, fault of, or breach of contract by Engineer, Engineer’s agent, or another entity over which Engineer exercises control. ARTICLE 18. ENGINEER'S RESPONSIBILITY A. Accuracy. The Engineer shall be responsible for the accuracy of work and shall promptly make necessary revisions or corrections resulting from its errors, omissions, or negligent acts without compensation. B. Errors and Omissions. The Engineer’s Responsibility for all questions arising from design errors or omissions will be determined by the State. All decisions shall be in accordance with the State’s “Consultant Errors & Omissions Correction and Collection Procedures” and Texas Government Code §2252.905. The Engineer will not be relieved of the responsibility for subsequent correction of any such errors or omissions or for clarification of any ambiguities until after the construction phase of the project has been completed. C. Professionalism. The Engineer shall perform the services it provides under the contract: (1) with the professional skill and care ordinarily provided by competent engineers practicing under the same or similar circumstances and professional license and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. D. Seal. The responsible Engineer shall sign, seal and date all appropriate engineering submissions to the State in accordance with the Texas Engineering Practice Act and the rules of the Texas Board of Professional Engineers. E. Resealing of Documents. Once the work has been sealed and accepted by the State, the State, as the owner, will notify the party to this contract, in writing, of the possibility that a State engineer, as a second engineer, may find it necessary to alter, complete, correct, revise or add to the work. If necessary, the second engineer will affix his seal to any work altered, completed, corrected, revised or added. The second engineer will then become responsible for any alterations, additions or deletions to the original design including any effect or impacts of those changes on the original engineer’s design. ARTICLE 19. NONCOLLUSION A. Warranty. The Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this contract and that it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. B. Liability. For breach or violation of this warranty, the State shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or compensation, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. ARTICLE 20. INSURANCE The Engineer certifies that it has insurance on file with Contract Services of the Texas Department of Transportation in the amount specified on Form 1560-CS, Certificate of Insurance, as required by the State. No other proof of insurance is acceptable to the State. The Engineer certifies that it will keep current insurance on file with that office for the duration of the contract period. If insurance lapses during the contract period, the Engineer must stop work until a new certificate of insurance is provided. ARTICLE 21. GRATUITIES A. Employees Not to Benefit. Texas Transportation Commission policy mandates that employees of the Texas Department of Transportation shall not accept any benefit, gift or favor from any person doing business

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with or who reasonably speaking may do business with the State under this contract. B. Liability. Any person doing business with or who reasonably speaking may do business with the State under this contract may not make any offer of benefits, gifts or favors to department employees. Failure on the part of the Engineer to adhere to this policy may result in the termination of this contract. ARTICLE 22. DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS The Engineer agrees to comply with the requirements set forth in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Subcontracting Plan Requirements with an assigned goal or a zero goal, as determined by the State. ARTICLE 23. MAINTENANCE, RETENTION AND AUDIT OF RECORDS A. Retention Period. The Engineer shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided (hereinafter called the Records). The Engineer shall make the records available at its office during the contract period and for seven (7) years from the date of final payment under this contract, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last. B. Availability. The State or any of its duly authorized representatives, the Federal Highway Administration, the United States Department of Transportation, Office of Inspector General, and the Comptroller General shall have access to the Engineer’s Records which are directly pertinent to this contract for the purpose of making audits, examinations, excerpts and transcriptions. ARTICLE 24. NEPOTISM DISCLOSURE A. In this section the term “relative” means:

(1) a person's great grandparent, grandparent, parent, aunt or uncle, sibling, niece or nephew, spouse, child, grandchild, or great grandchild, or

(2) the grandparent, parent, sibling, child, or grandchild of the person’s spouse. B. A notification required by this section shall be submitted in writing to the person designated to receive official notices under this contract and by first-class mail addressed to Contract Services, Texas Department of Transportation, 125 East 11th Street, Austin Texas 78701. The notice shall specify the Engineer's firm name, the name of the person who submitted the notification, the contract number, the district, division, or office of TxDOT that is principally responsible for the contract, the name of the relevant Engineer employee, the expected role of the Engineer employee on the project, the name of the TxDOT employee who is a relative of the Engineer employee, the title of the TxDOT employee, the work location of the TxDOT employee, and the nature of the relationship. C. By executing this contract, the Engineer is certifying that the Engineer does not have any knowledge that any of its employees or of any employees of a subcontractor who are expected to work under this contract have a relative that is employed by TxDOT unless the Engineer has notified TxDOT of each instance as required by subsection (b). D. If the Engineer learns at any time that any of its employees or that any of the employees of a subcontractor who are performing work under this contract have a relative who is employed by TxDOT, the Engineer shall notify TxDOT under subsection (b) of each instance within thirty days of obtaining that knowledge. E. If the Engineer violates this section, TxDOT may terminate the contract immediately for cause, may impose any sanction permitted by law, and may pursue any other remedy permitted by law.

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ARTICLE 25. CIVIL RIGHTS COMPLIANCE A. Compliance with Regulations: The Engineer will comply with the Acts and the Regulations relative to Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made part of this agreement.

B. Nondiscrimination: The Engineer, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Engineer will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.

C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Engineer of the Engineer’s obligations under this contract and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin.

D. Information and Reports: The Engineer will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any information required of the Engineer is in the exclusive possession of another who fails or refuses to furnish this information, the Engineer will so certify to the State or the Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Engineer's noncompliance with the Nondiscrimination provisions of this contract, the State will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:

(1) withholding of payments to the Engineer under the contract until the Engineer complies and/or (2) cancelling, terminating, or suspending of the contract, in whole or in part.

F. Incorporation of Provisions: The Engineer will include the provisions of paragraphs (A) through (F) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Engineer will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Engineer becomes involved in, or is threatened with, litigation with a subcontractor or supplier because of such direction, the Engineer may request the State to enter into such litigation to protect the interests of the State. In addition, the Engineer may request the United States to enter into such litigation to protect the interests of the United States. ARTICLE 26. PATENT RIGHTS The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract. ARTICLE 27. COMPUTER GRAPHICS FILES The Engineer agrees to comply with Attachment G, Computer Graphics Files for Document and Information Exchange, if determined by the State to be applicable to this contract. ARTICLE 28. CHILD SUPPORT CERTIFICATION Under Section 231.006, Texas Family Code, the Engineer certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. If the above certification is shown to be false, the Engineer is liable to the state for attorney’s fees, the cost necessary to complete the contract, including the cost of advertising and awarding a second contract, and any other damages provided by law or the contract. A child support obligor or business entity ineligible to

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receive payments because of a payment delinquency of more than thirty (30) days remains ineligible until: all arrearages have been paid; the obligor is in compliance with a written repayment agreement or court order as to any existing delinquency; or the court of continuing jurisdiction over the child support order has granted the obligor an exemption from Subsection (a) of Section 231.006, Texas Family Code, as part of a court-supervised effort to improve earnings and child support payments. ARTICLE 29. DISPUTES A. Disputes Not Related to Contract Services. The Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurement made by the Engineer in support of the services authorized herein. B. Disputes Concerning Work or Cost. Any dispute concerning the work hereunder or additional costs, or any non-procurement issues shall be settled in accordance with 43 Texas Administrative Code §9.2. ARTICLE 30. SUCCESSORS AND ASSIGNS The Engineer and the State do each hereby bind themselves, their successors, executors, administrators and assigns to each other party of this agreement and to the successors, executors, administrators and assigns of such other party in respect to all covenants of this contract. The Engineer shall not assign, subcontract or transfer its interest in this contract without the prior written consent of the State. ARTICLE 31. SEVERABILITY In the event any one or more of the provisions contained in this contract shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. ARTICLE 32. PRIOR CONTRACTS SUPERSEDED This contract constitutes the sole agreement of the parties hereto for the services authorized herein and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. ARTICLE 33. CONFLICT OF INTEREST A. Representation by Engineer. The Engineer represents that its firm has no conflict of interest that would in any way interfere with its or its employees’ performance of services for the department or which in any way conflicts with the interests of the department. The Engineer further certifies that this agreement is not barred because of a conflict of interest pursuant to Texas Government Code, Section 2261.252, between it and the State. Specifically, the Engineer certifies that none of the following individuals, nor any or their family members within the second degree of affinity or consanguinity, owns 1% or more interest, or has a financial interest as defined under Texas Government Code, Section 2261.252(b), in the Engineer: any member of the Texas Transportation Commission, TxDOT’s Executive Director, General Counsel, Chief of Procurement and Field Support Operations, Director of Procurement, or Director of Contract Services. The firm shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the department's interests. B. Certification Status. The Engineer certifies that it is not: 1. a person required to register as a lobbyist under Chapter 305, Government Code; 2. a public relations firm; or 3. a government consultant. C. Environmental Disclosure. If the Engineer will prepare an environmental impact statement or an environmental assessment under this contract, the Engineer certifies by executing this contract that it has no financial or other interest in the outcome of the project on which the environmental impact statement or environmental assessment is prepared. D. Commencement of Final Design. This contract does not obligate the State to proceed with final design

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for any alternative. On completion of environmental documentation, the State will consider all reasonable alternatives in a fair and objective manner. Notwithstanding anything contained elsewhere in the contract or in any work authorization, the Engineer may not proceed with final design until after all relevant environmental decision documents have been issued. E. Restrictions on Testing. If the Engineer will perform commercial laboratory testing under this contract, on any project the Engineer may not perform more than one of the following types of testing:

1. verification testing; 2. quality control testing; or 3. independent assurance testing.

ARTICLE 34. OFFICE OF MANAGEMENT AND BUDGET (OMB) AUDIT REQUIREMENTS The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR 200. ARTICLE 35. DEBARMENT CERTIFICATIONS The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, “Debarment and Suspension.” By executing this agreement, the Engineer certifies that it is not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this contract shall require any party to a subcontract or purchase order awarded under this contract to certify its eligibility to receive Federal funds and, when requested by the State, to furnish a copy of the certification. ARTICLE 36. E-VERIFY CERTIFICATION Pursuant to Executive Order RP-80, Engineer certifies and ensures that for all contracts for services, Engineer shall, to the extent permitted by law, utilize the United States Department of Homeland Security’s E-Verify system during the term of this agreement to determine the eligibility of:

1. All persons employed by Engineer during the term of this agreement to perform duties within the State of Texas; and

2. All persons, including subcontractors, assigned by Engineer to perform work pursuant to this agreement.

Violation of this provision constitutes a material breach of this agreement. ARTICLE 37. RESTRICTIONS ON EMPLOYMENT OF FORMER STATE OFFICER OR EMPLOYEE The Engineer shall not hire a former state officer or employee of a state agency who, during the period of state service or employment, participated on behalf of the state agency in this agreement’s procurement or its negotiation until after the second anniversary of the date of the officer’s or employee’s service or employment with the state agency ceased. ARTICLE 38. PERTINENT NON-DISCRIMINATION AUTHORITIES During the performance of this contract, the Engineer, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects). C. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex).

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D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. E. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex). G. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not). H. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. I. The Federal Aviation Administration’s Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex). J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). L. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). ARTICLE 39. BOYCOTT ISRAEL A. Meaning: “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

B. Certification and Prohibition: The Engineer hereby certifies it does not boycott Israel and shall not boycott Israel during the term of the contract.

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ATTACHMENT B

SERVICES TO BE PROVDED BY THE STATE

The STATE will furnish to the General Engineering Consultant (GEC) the following items as required:

1. Designate a STATE Project Manager to serve as the STATE’s point of contact with the GEC

2. The executed Design-Build Agreement between the STATE and the Alternative Delivery Project Firm.

3. The executed contract between the STATE and the GEC Program Manager. 4. Provide all available information necessary to perform the work in this contract. 5. Assist the GEC to obtain required data and information for other local, regional,

state and federal agencies. 6. Perform timely review of GEC deliverables and provide timely decisions

necessary in order for GEC to perform the work under this contract. 7. Perform timely review and processing of invoice submissions

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ATTACHMENT C

SERVICES TO BE PROVIDED BY THE ENGINEER

General Engineering Consultant for Design and Construction Engineering

I. INTRODUCTION

The Engineer shall provide engineering and planning support on the following projects in the Houston and Bryan Districts: The SH 249 Extension Project, Segments 1 and 2 in Montgomery County and Grimes County, located northwest of Houston is proposed approximately 24 miles of new location tolled facility. Segment 1 is for two new toll lanes (one in each direction) with periodic passing lanes, Super 2 configuration, from FM 1774 in Pinehurst, Montgomery County, Texas, to FM 1774 near Todd Mission in Grimes County. Segment 1A is from FM 1774 in Pinehurst to FM 1488 in Magnolia, and opens to traffic in the late 2019. Segment 1B is from FM 1488 in Magnolia to FM 1774 in Todd Mission, opens to traffic Summer 2020. Segment 2 is two new toll lanes (one in each direction) with periodic passing lanes, Super 2 configuration, from FM 1774 near Todd Mission to SH 105 east of Navasota in Grimes County and opens to traffic in late 2020. TxDOT is currently under procurement for a Design-Build Contractor. TxDOT can utilize the Design-Build Contractor to maintain portions of the project through a Capital Maintenance Agreement. The Houston and Bryan Districts will perform all routine maintenance for all segments of the SH 249 facility. The Design-Build Contractor will provide Option Bids to construct the ultimate four-lane facility in Segment 1 (two-lanes in each direction). The ENGINEER hereinafter referred to as the General Engineering Consultant for Design and Construction (GEC-D/C), while procured separately from the GECP and GECM, shall function as part of a General Engineering Consultant (GEC) team made up of the General Engineering Consultant for Program Management (GECP), the GEC-D/C, and the General Engineering Consultant for Operations and Maintenance (GECM). The GEC team will support and act as an extension of the STATE’s resources by providing qualified technical and professional personnel to perform the duties and responsibilities assigned under the terms of this agreement. The GECP will be responsible for making this team work as a cohesive unit and the GEC-D/C shall be responsible for its personnel and team member’s coordination and participation in making this team a cohesive unit. The GEC-D/C shall perform professional engineering services generally described herein as design and construction oversight of design and construction engineering activities of a ADP Firm, such as Design Build Agreements (DBA) and Design Build Comprehensive Development Agreements (DB CDA), as requested by the STATE. These services shall be provided during the Design and Construction Phase of the requested ADP Project.

The GEC-D/C shall support the STATE and GECP, in scheduling, budgeting, administration, design oversight, and construction oversight of an applicable DBA or CDA DB between the STATE and an ADP Firm, whose responsibility it is to design, construct and/or maintain a project.

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The STATE may contract with a Toll System Integrator for the design and construction of a toll way operation system. The GEC-D/C shall also assist the STATE, on an ADP as requested by the STATE, with design oversight, construction oversight, or quality assurance(acceptance) services, and coordination services for toll way system integration and operation services provided by a third party.

GENERAL The GEC-D/C shall participate in and help prepare, coordinate and conduct partnering meetings to include the STATE, GECP, and GECM. The GEC-D/C shall prepare supporting data and engineering reports on the design and construction related items for the Partnering Meeting, to include, but not limited to the GEC-D/C:

• Complete budget report for the prior year • Forecast budget report for the current year and succeeding year • Activity plan and schedule with labor for the succeeding year • Key Personnel and work force update • Communication Plan coordinated with the STATE, GECP, and GECM • Audits and results • Status of Design and Construction NCRs and their Resolution • Reports related to both Design and Construction Quality

The GEC-D/C shall participate in partnering sessions with the ADP Firm. The GEC-D/C shall perform review on all design and construction deliverables prepared by the ADP Firm, participate in ADP Firm meetings, and facilitate meetings between the STATE and the ADP Firm, and prepare and submit project reports and documents. The GEC-D/C shall support the STATE by overseeing the ADP Firm’s construction, environmental, ROW mapping, surveying controls, utility coordination, utility engineering, and development of utility agreements. The GEC-D/C shall also support the STATE by overseeing the ADP Firm’s design and participating in third party stakeholder interaction. The GEC-D/C’s responsibilities shall include monitoring, auditing, reviewing, commenting, and reporting on the ADP Firm’s compliance with project requirements as defined by the STATE and the GECP in both the design and construction phase, including testing and inspection. The GEC-D/C shall provide recommendations where applicable to aid the STATE in its decision-making and approval process. The GEC-D/C shall facilitate the STATE’s plan to complete the ADP in compliance with its requirements, schedule, and budget.

The GEC-D/C shall follow policies and procedures set forth by the STATE and the GECP with respect to communication between the STATE and the ADP Firm. The GEC-D/C shall function as an extension of the STATE's resources by providing qualified technical and professional personnel to perform the duties and responsibilities assigned under this work authorizations issued in connection with this agreement. The GEC-D/C shall in close coordination with the State and the GECP minimize, to the maximum extent possible, the need for the STATE to apply its own resources to work authorized for the GEC-D/C by the STATE. The STATE, at its option, may elect

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to expand, reduce, modify or delete the extent of each work element as described in the work authorization.

The GEC-D/C shall provide one hard copy and one electronic copy of all deliverables described herein, as appropriate and unless directed otherwise by the STATE. Unless otherwise stated, recurring reviews shall be performed no less than once monthly, and recurring reports shall be prepared and submitted no less than once monthly, and when appropriate, deliverables shall be submitted via the State-owned SharePoint ECM system with appropriately established notifications to the STATE at the time of delivery

Services to be provided:

Task I Managing Contracted Advance PE Services [FC 145] Task II Design and Construction Management Oversight [FC 300]

Table of Contents: TASK I - Managing Contracted Advance PE Services [FC 145]

A. Mobilization and Demobilization of the GEC-D/C for Engineering Services B. Leadership & Management and the Project Implementation Plan (PIP) C. GEC-D/C Advisory Services relating to Design and Construction D. Master Schedule E. Project Controls to support design and construction oversight tasks in this agreement F. Quality Management System G. Transition to GECM or STATE Operations & Maintenance (O&M) Personnel H. DBE/SBE/HUB Compliance Monitoring

TASK II - Design and Construction Management Oversight [FC 300]

A. Review and Oversight of the ADP Firm’s PMP B. Reviews and Oversight of ADP Firm’s Project Schedules and Payments C. Safety Compliance D. Contract Management and Claims E. Design Plan Review, Oversight, Coordination & Interaction with ADP Firm F. Reviews, Oversight, Coordination and Interaction with STATE’s Right-of-Way (ROW)

office G. Reviews, Oversight, Coordination and Interaction with STATE ROW’s office for Utility

relocations H. Reviews and Oversight relating to environmental compliance I. Reviews and Oversight of Survey Management and Control J. Design Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll

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Systems components

K. Reviews and Oversight of Value Engineering components L. Constructability Reviews M. Construction Engineering Oversight N. Materials Engineering and Testing O. Public Involvement Oversight P. Additional Duties During Construction Q. Change Orders, RFI’s, NDCs and Design Deviations R. Independent Assurance Program S. Referee Materials Testing Services T. As-Built Documents U. Project Close Out And Final Acceptance V. Construction Coordination Oversight or Acceptance of Toll Integrator System W. Construction Schedule Reviews and Compliance Verification of ADP Firm’s Schedule

II. TASK I - Managing Contracted Advance PE Services [FC 145]

The GEC-D/C shall perform Project Management Office (PMO) functions related to design and construction oversight services which include:

A. MOBILIZATION and DEMOBILIZATION OF THE GEC-D/C for Engineering Services

Mobilization is a temporary period which consists of activities and costs for preliminary preparatory work and operations necessary to initiate the GEC-D/C’s Services on the project; and for all other work or operations that the GEC-D/C must perform on the Project. Mobilization provides for installation of necessary human and other logistical resources to perform the Services. These include the physical mobilization of GEC-D/C personnel and equipment and support for physical mobilization of STATE management staff and equipment to enable the GEC-D/C to deliver the Services. 1. Mobilization Commencement

Mobilization of Key Personnel, equipment, and any required facilities shall commence immediately upon execution of the GEC-D/C contract, and upon receipt of notice to proceed (NTP) from the STATE. Office space within the GEC-D/C’s existing facilities shall be available within 30 days of the execution of the GEC-D/C contract and remain in place and fully functional until the GEC-D/C staff have relocated to the ADP Firm’s project office site in accordance with the ADP contract requirements, which is estimated to be in place within sixty (60) days of the execution of the ADP agreement and its Notice To Proceed (NTP).

If requested by the STATE, the GEC-D/C shall provide temporary office space for the STATE’s management staff until such time as the ADP Firm has its project office in place. The STATE’s temporary office space shall include a parking space for STATE personnel, office access during normal business hours, wireless broadband high-speed internet access with an appropriate level

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of bandwidth based on the number of users and storage capacity, and use of standard office furniture, fixtures and equipment such as printers, plotters, break rooms, conference rooms, common areas, and restrooms. An office safety plan shall be provided to the STATE management staff for use and reference.

The GEC-D/C, shall at the STATE’s sole discretion, provide additional temporary office space for STATE and GEC-D/C personnel’s use in the execution of any Project. This shall include providing complete and operational office, including, but not limited to, IT systems, telephones, furniture & fixtures, provision for climate control, security, and the American with Disabilities Act (ADA)/Health & Safety measures. Safety and security of the occupant personnel and equipment will be the responsibility of their respective employer. If temporary office space is not needed, the GEC-D/C shall be responsible for providing space within its existing office facilities for GEC-D/C personnel from the GEC-D/C contract work authorization execution until the ADP Firm’s co-located office space is available for use (estimated availability is within 60 days of the ADP Firm’s NTP-1).

2. Mobilization and Draft Demobilization Plans

The GEC-D/C shall prepare a full Mobilization and draft Demobilization Plan and shall submit it to the STATE’s Project Manager within thirty (30) days of the execution of the GEC-D/C contract. The Mobilization Plan shall describe the following, at a minimum:

• GEC-D/C Services description

• Mobilization task description (shall be included in the GEC-D/C’s Project Implementation Plan (PIP)

• Key Personnel roles and responsibilities i. Key Personnel biography including length of service with GEC-D/C organization,

technical competencies, position in the GEC-D/C organization and location of Service.

ii. Estimated start date/finish date for each key position.

• Mobilization Work Breakdown Structure (WBS) and time dependent schedule

• List of deliverables to be submitted within the Mobilization Plan

The Mobilization Plans shall be issued to the STATE’s Project Manager. An Authorization to Mobilize (AtM) request letter must be provided to the STATE’s Project Manager for approval. The AtM process applies to all permanent personnel mobilizing from outside the GEC-D/C’s home or regional office following Notice to Proceed. 3. GEC-D/C Transition

The GEC-D/C shall transition staff and STATE management personnel from temporary office space to the ADP Firm’s project office in accordance with the mobilization plan. Transition shall occur over a period of no longer than seven (7) days, at which time the GEC-D/C staff shall be established and fully functional in the ADP Firm’s project office. Following transition to the

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ADP Firm’s project office, it is understood that the ADP Firm shall be responsible for all office facilities, furniture, fixtures, insurances, building access security, parking, utilities, landline telephone communications, and hardwire/wireless broadband connectivity for the GEC-D/C and STATE management personnel, exclusive of any STATE required Additional Temporary Office Space as described above.

4. Demobilization Plan Demobilization is the period prior to the completion date of the contract. The GEC-D/C shall, at least ninety (90) Days prior to the time for completion, prepare and submit to the STATE’s Project Manager a Plan for effecting demobilization. The Demobilization and Transfer plan shall set out, in such a manner as the STATE’s Project Manager may direct, the sequence in which, and dates by which, the GEC-D/C proposes to perform its demobilization obligations under the contract and the date(s) by which the GEC-D/C reasonably requires that the STATE should provide any further documentation or information or take any other action to permit the GEC-D/C so to perform its demobilization obligations. The Demobilization plan shall provide for demobilization activities for two points in the project: 1) at the point when the ADP Firm is mostly in the construction phase (design personnel), as determined by the STATE Project Manager, and 2) at completion of the project (remaining design personnel and construction personnel).

The demobilization plan shall encompass, as a minimum, the following: a. Provisions to ensure that nonessential expenditure is reduced as rapidly as possible; b. The provision to the STATE’s Project Manager of a full and complete set of all documents

and deliverables; c. The return to the STATE of facilities, information and equipment supplied, pursuant to the

contract or the depreciated cost of which has been included in any invoices or applications submitted by the GEC-D/C;

d. Provisions to ensure that a final accounting is provided to allow the STATE’s Project Manager to determine the amount due to the GEC-D/C for Services;

e. Provisions to ensure that training and competency / body of knowledge transfer is effected as required under the Demobilization and Transfer Plan (Task I.H);

f. Provisions to ensure that the transfer of Intellectual Property Rights is carried out in accordance with the relevant provisions of the contract.

g. Plans to transfer the oversight management of the ADP Firm’s Operations and Maintenance (O&M) services to the STATE;

h. Transition plans with respect to GEC-D/C personnel; i. Plans to transfer any GEC-D/C based O&M operations to the STATE or any STATE

delegated party; j. Close out of all other GEC-D/C contractual obligations relative to the contract;

DELIVERABLES FOR: Mobilization and Demobilization of the GEC-D/C

The GEC-D/C shall deliver:

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1. Mobilization and draft Demobilization Plans to the STATE’s Project Manager within thirty (30)

days of the execution of the GEC contract. 2. GEC Office Relocation Plan, if moving from temporary offices to the ADP Firm’s offices 3. Final Demobilization Plan 4. Additional Temporary Office Space, upon request 5. Final Project Documents and knowledge base (to be logged and recorded in STATE’S

document management system) 6. Final Close Out Reports – PMO and Design Management Oversight (DMO)

B. LEADERSHIP & MANAGEMENT AND THE PROJECT IMPLEMENTATION PLAN

Members of the GEC-D/C Leadership and Management Team are considered key personnel for to this project. The following positions at a minimum shall be filled by the GEC-D/C to accomplish the responsibilities conveyed in this work authorization:

• GEC-D/C Project Manager • GEC-D/C Deputy Project Managers who will act as the Design Oversight Manager and

Construction Oversight Manager on project specific assignments. The Design and Construction Oversight Managers shall be professional engineers licensed in the State of Texas.

• Design Engineer for Oversight Function • Construction Engineer for Oversight Function • Materials Engineer for Oversight Function

Members of the GEC-D/C team shall include at a minimum the following positions, which shall be filled by the GEC-D/C to accomplish the responsibilities conveyed in this Contract:

1. Design Engineer for Oversight Function (GEC-D/C Leadership & Management team member) (FC 300)

2. Construction Engineer for Oversight Function (GEC-D/C Leadership & Management team member) (FC 300)

3. Oversight Quality Assurance Specialists and Auditors (FC 300) 4. Survey Control Task Leader & Specialists (FC 150) 5. Plan Review Task Leader & Specialists (FC 300) 6. Utility Adjustment Coordination Oversight Task Leader & Specialists (FC 130) 7. Right-of Way Acquisition Support (FC 130) 8. Environmental Compliance Task Leader (FC 120) 9. Nationwide/Local Permitting Task Leader & Specialists (FC 120) 10. Complex Highway Design Task Leader & Specialists (FC 160) 11. Major Freeway Interchanges & Direct Connectors Task Leader & Specialists (FC 160) 12. Major Bridge Design Task Leader & Specialists (FC 170) 13. Multi-Level Interchange Design Task Leader & Specialists (FC 170) 14. Traffic Engineering Studies Task Leader & Specialists (FC 162)

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15. Signing, Pavement Marking & Channelization Task Leader & Specialists (FC 162) 16. Illumination Task Leader & Specialists (FC 162) 17. Signalization Task Leader & Specialists (FC 162) 18. Complex Hydraulic Design Task Leader Specialists (FC161) 19. Pavement Engineer (FC 160) 20. Geotechnical engineer (FC 110)

The GEC-D/C’s Construction Management Oversight (CMO) team shall include a minimum of the following positions:

• Construction Engineer for Oversight Function • Construction Survey Control Task Leader & Specialists • Nationwide/Local Permitting Task Leader & Specialists • Quality Assurance Specialists and Auditors • Complex Highway Construction Task Leader, Specialists, and Inspectors • Major Bridge Construction Task Leader, Specialists, and Inspectors • Multi-Level Interchange Construction Task Leader, Specialists, and Inspectors • Roadway Construction Task Leader, Specialists, and Inspectors • Materials Engineer for Oversight Function • Material Testing Engineers and Technicians • Construction and Environmental Field Inspectors • Toll Systems Construction Oversight & Coordination Task Leader, Specialists, and

inspectors

The GEC-D/C shall secure staff in support of the GEC-D/C senior management positions and functions led by the GECP such as project controls and quality assurance. As a management team, the GEC-D/C shall meet not less than once monthly with the STATE’s Project Manager and the GECP to discuss the projects progress, identify areas of potential risk and opportunity and recommend strategies to minimize losses, optimize efficiencies, and maximize opportunities. The GEC-D/C shall document these meetings with agendas and meeting summary notes to capture meeting highlights and action plans. Goals and objectives shall be tracked and action items followed up and closed out from meeting to meeting. Results of the GEC-D/C meetings shall be reported and utilized to inform the STATE for the, guidance, and direction of the ADP Firm.

The GEC-D/C shall prepare the official summary notes of all meetings between the GEC-D/C, ADP Firm, and STATE, and for all meetings attended by the GEC-D/C, or as directed by the STATE. All meeting summary notes shall be submitted to the STATE’s Project Manager, through the GECP, for the STATE Project Manager’s review and acceptance, unless otherwise directed by the STATE. The GEC-D/C shall prepare and issue monthly status reports on the project progress and document any problems and delays encountered. This information shall also be included in a Quarterly Program Status Report submitted to the STATE’s Project Manager, through the GECP. The Project Implementation Plan is to be the STATE, the GECP, and GEC-D/C’s guiding document

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for operational oversight of project design and construction activities. The GEC-D/C shall prepare a written GEC-D/C Project Implementation Plan (PIP) for Design and Construction in general accordance with Federal Highway Administration (FHWA) guidelines that shall contain the GEC-D/C policies and procedures based on the STATE's established criteria and standards. The GEC-D/C PIP shall be developed and coordinated with the GECP PIP and shall include, at a minimum:

1. Executive Summary of the GEC-D/C’s Goal & Objectives 2. Leadership and Administration- this section to include a Responsible, Accountable,

Consulted, and Informed (RACI) Personnel/Task Responsibility Matrix model for roles and responsibilities, GEC-D/C chartering and communication plans, GEC-D/C/Third Party interface protocol, GEC-D/C / Public interface protocol, and GEC-D/C / ADP Firm interface protocol.

3. Declaration of deliverables categorized by Task 4. GEC-D/C Communications Plan 5. GEC-D/C Governance Plan (responsibility & authority matrix) 6. GEC-D/C Project Controls Plan for GEC-D/C to include: internal budget, internal

schedule management, processing of the ADP Firm’s invoices, document control, and IT systems setup, operation, maintenance, decommissioning and transfer.

7. GEC-D/C Project Quality Assurance Management Plan for GEC-D/C to include design and construction quality assurance auditing, environmental oversight, stakeholder and third party oversight, public involvement oversight, health safety and security oversight, and personnel compliance oversight.

8. GEC-D/C’s Owner Risk Management Plan for GEC-D/C to include risk management, contract management, claims management, and dispute resolution services.

9. GEC-D/C Internal Audit Schedule and Plan 10. GEC-D/C Document Management Plan 11. GEC-D/C Health Safety Security & Occupational Environment Plan (HSSE) 12. PIP Update Plan 13. GEC-D/C Project Office Operations Plan, including: a) GEC-D/C administrative activities b) GEC-D/C administration oversight of ADP Firm activities 14. GEC-D/C Quality Control & Assurance Plan for the GEC-D/C 15. Design Oversight Plan 16. Audit of ADP Firm Plan 17. CMO Plan including:

• Construction Management Oversight • Coordination & Interaction with ADP Firm • Owner Verification Inspection • Owner Verification Testing and Materials Validation Report • Owner Verification and Testing Plan in accordance with the TxDOT Quality

Assurance Program for Design Build contracts.

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• Public Involvement • Safety Compliance • Independent Assurance Qualification Laboratory • Referee Materials Testing Laboratory • Construction Schedule Reviews and Compliance Verification of ADP Firm’s

schedule • Environmental Compliance Oversight • Survey Control Compliance Oversight • Storm Water Pollution, prevention Plan(SW3P) / Drainage Compliance

Oversight • Traffic Management Compliance Oversight • Change Orders, RFI, Notice of Design Change, plan revisions • Shop Drawings • As-Builts • Punch list procedures • ADP Firm Submittal review • Daily records of construction activities by ADP Firm • Contracts Management & Claims Management Plan related to Construction • ADP Firm certifications, qualifications and equipment calibration compliance • Requirements Compliance • Final Acceptance Process

18. Toll Systems Integration Construction Oversight Plan 19. Daily consultant activity reports 20. Daily Inspection Reports 21. Annual Certifications and Calibrations of GEC-D/C people and equipment 22. Contracts Management & Claims Management Plan 23. Transition from GEC-d/C to GECM or State Maintenance Forces 24. GEC-D/C Closeout and Final Acceptance of Project

The GEC-D/C shall coordinate and take direction from the STATE, via the GECP, regarding all plans and activities between the GECP and the GEC-D/C. The GEC-D/C PIP will become part of the GECP’s PIP. Specific organization of the PIP shall be determined by the STATE’s Project Manager, through the GECP, in collaboration with the GEC-D/C. The GEC-D/C shall develop and submit the initial draft PIP for the STATE Project Manager’s review and approval, through the GECP. The GEC-D/C will verify there is no overlap or duplication of duties with the GECP or GECM.

Upon approval, the PIP shall be reviewed and updated periodically to remain current and relevant throughout the Project’s duration. The PIP shall be a fully controlled document. One hardcopy and one electronic copy shall be provided to the STATE’s Project Manager through the GECP, and shall be kept current by way of periodic updates provided by the GEC-D/C. One hardcopy and one electronic copy shall be kept current and made available at the GEC-D/C’s project office.

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and STATE requirements, including current Legislative requirements and FHWA published guidance documents. Any compliance deviations shall be communicated to the STATE, through the GECP.

DELIVERABLES FOR: Leadership & Management and the Project Implementation Plan

The GEC-D/C shall deliver:

1. Project Implementation Plan (D/C PIP) for Design and Construction 2. Agenda and meeting summary notes from routine and regular project oversight meetings

with STATE Project Manager, GEC-D/C, GECP, and GECM. 3. Monthly status reports. 4. Periodic updates to the PIP and a quarterly report, as warranted, of PIP revisions. 5. Written summary of results of GEC-D/C self-audits, change order reviews, scheduled

reviews, document/submittal reviews. 6. Final closeout report of GEC leadership and management activities at end of Project. 7. Setup, service and reporting plan for GEC-D/C’s work in providing oversight of ADP

Firm’s work. 8. Setup, service and reporting plan for GEC-D/C’s work in providing environmental

oversight of ADP Firm’s work. 9. Setup, service and reporting plan for GEC-D/C work in providing oversight of ADP Firm’s

stakeholder coordination. 10. Setup, service and reporting plan for GEC-D/C’s working in providing HSSE compliance

assurance oversight of ADP Firm’s work. 11. Setup, service and reporting plan for GEC-D/C’s oversight of GEC-D/C personnel

compliance. 12. DMO and CMO sections of the PIP 13. DMO setup, service and reporting plan. 14. CMO setup, service and reporting plan. 15. Agenda and meeting notes for monthly progress update with the STATE. 16. Quarterly program status updates for design and construction oversight functions. 17. Qualifications and Certifications of personnel. 18. Equipment Calibration Certificates. 19. Results of GEC-D/C self-audits, change order reviews, scheduled reviews,

document/submittal reviews,

C. GEC-D/C ADVISORY SERVICES RELATING TO DESIGN AND CONSTRUCTION

The GEC-D/C shall provide Experts at the STATE’s request to review and inform the STATE on specific design and construction matters related to the ADP. These items include but are not

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limited to:

• Perform training • Develop training guides, manuals and power point presentations • Research, develop white papers and reporting on various design and construction related

topics • Data gathering and analysis • Advise on, revise, develop programmatic documents

DELIVERABLES FOR TASK: GEC-D/C Advisory Services relating to Design and Construction

The GEC-D/C shall deliver: 1. Results of reviews of cost estimates, schematics and other design and construction

related matters related to the ADP. These results shall be in the form of a white paper, memorandum, or report format as requested by the STATE.

2. Training related documents 3. Research reports 4. Materials related to presentations 5. Letter to the STATE if any requested Advisory Services will require use of an outside

resource (not identified as a member of the GEC-D/C team) for more than 40 hours. 6. Programmatic documents

D. MASTER SCHEDULE FOR GEC-D/C

The GEC-D/C shall review and provide comments on GECP’s developed and maintained integrated master schedule and shall use this schedule to oversee the ADP Firm’s work. Reporting to the STATE and the GECP will occur at regular intervals as defined in the PIP, with communications focusing on critical path adherence, variance work/progression issues and recommendations for path-forward corrective actions. Graphical and narrative communications of work plan adherence and schedule variance shall be generated for review. The GEC-D/C shall coordinate with the GECP to develop a master milestone schedule using Primavera software, showing time relationships authorized for monitoring the performance of the ADP Firm’s work.

The GECP will set and provide parameters and criteria for detailed schedules for its internal management tasks and sub-tasks such as design and constructability reviews, right of way and utility coordination, and environmental oversight. The GEC-D/C shall adhere to the established requirements.

DELIVERABLES FOR TASK: Master Schedule for GEC-D/C

The GEC-D/C shall deliver:

1. Comments on Master Schedule (Primavera) baseline and written narrative report

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describing baseline inputs for its activities

2. Master Schedule baseline revision(s) as needed based on its work and written narrative report(s) describing baseline revision(s)

3. Monthly status updates of baseline and baseline revision(s) as applicable and written narrative report(s) describing monthly status updates.

E. PROJECT CONTROLS to support design and construction oversight tasks in this

agreement

The GEC-D/C will support the GECP’s Project Controls team and may include the following positions, which shall be filled by the GEC-D/C to accomplish the responsibilities conveyed in this work authorization:

1. Project Controls Manager 2. Project Controls Specialist 3. IT Manager 4. IT Specialist 5. Document Control Manager 6. Document Control Specialists 7. Schedule Manager 8. Schedule Specialists

The GEC-D/C shall manage a system of Project Controls to control its internal budget, schedule and documents and to oversee the budget, schedule and document management of the ADP Firm. All Project Controls activities shall be reported to the STATE, through the GECP, on a regular basis, not less than monthly, in accordance with the PIP. Any compliance deviations by the ADP Firm shall be communicated when identified and shall be further addressed in the Corrective Actions Plan. The GEC-D/C’s Project Control functions shall be managed by the STATE, through the GECP Project Controls Manager. Development, deployment, operation, maintenance and closeout of the GEC-D/C’s Project Controls shall be fully described in the GEC-D/C’s PIP. The GEC-D/C shall appoint sufficient document control managers and specialists who are appropriately trained in electronic records management, document management, and data tracking in the State-owned Strategic Projects Division SharePoint Electronic Content Management System (ECM) described in the ECM section below. Document control personnel will follow STATE policies and procedures for document control and record keeping.

The GEC-D/C shall develop a GEC Services Schedule, using Primavera, for managing internal tasks and sub-tasks for design and construction management oversight with the schedule organized by function code. The GEC-D/C shall update this schedule on a monthly basis. This requirement may be waived by TxDOT if other acceptable systems are proposed and put in place. The GEC-D/C shall assist the GECP who is responsible for developing and maintaining a Project Risk Register in a format provided by TxDOT based on the ADP Firm’s contracted scope and schedule. Review of ADP Firm’s Payment Requests

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ADP Firm and check for compliance with the ADP requirements. The GEC-D/C shall coordinate this review with the GECP. The GEC-D/C shall provide comments and recommend actions to the STATE’s Project Manager consistent with the requirements of the ADP agreement. The GEC-D/C shall provide comments and recommend actions within timeframes established by STATE’s Project Manager. The GEC-D/C shall forward the payment request packages to the GECP and STATE's Strategic Project’s Office for final review and further processing. GEC-D/C shall submit review comments for ADP Firm’s invoice backup submittals within the timeframe specified in the ADP agreement. The GEC-D/C shall monitor the ADP Firm’s budget for tracking and task costs by WBS or in accordance with the ADP agreement.

Cost Controls and Management

The GEC-D/C shall track, review and comment on ADP Firm’s project costs during the design and construction phase of the Project. The GEC-D/C shall review the ADP Firm’s proposed cost effectiveness strategies and mechanisms for cost containment and shall provide recommendations for the approval of the STATE.

Electronic Mail (Email) Network Systems

The GEC-D/C shall maintain an electronic communications network to enable electronic mail (email) communications between the GECP, the STATE, agencies, and external entities. The communications network shall be operational 24 hours per day, seven days per week, and 365 days per year except for times of maintenance or repair.

Electronic Content Management (ECM) System

The GEC-D/C shall utilize the State-owned Strategic Projects Division (SPD) SharePoint ECM. This ECM shall provide the electronic content, data, and document management that tracks the receipt, distribution, review, and STATE response of all GEC and STATE deliverables on secure, permissions-based access levels.

The ECM shall comply with the STATE’s records management standards as well as the STATE’s SPD-provided file plans, taxonomy, and records retention schedule to ensure compliance with appropriate security, versioning, and protocol standards.

The GEC-D/C shall appoint sufficient document control managers and specialists to address the requirements related to electronic records, document, and data management within the STATE’s SPD SharePoint ECM system.

DELIVERABLES FOR TASK: Project Controls to support design and construction oversight tasks in this agreement

The GEC-D/C shall deliver:

1. Project schedule service and user protocol plan. 2. At the STATE’s request, a project domain and email accounts for the GECP and GEC-

D/C, including IT set up, service, security protocol, and user protocol plan. 3. GEC Services Schedule within 30 days of contract execution.

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4. Project budget setup, service and user protocol plan. 5. Action notes and meeting notes for Project Controls Oversight for entire Project. Action

and meeting notes include document control, IT, commercial, scheduling, budgeting, and project controls management.

6. A training plan, including training material to utilize ECM workflows for implementation submittal processing, tracking, and reporting customizations implemented for the GECP and the GEC-D/C. Training plan shall include customized processes.

7. Submit weekly and monthly progress reports for schedule and budgets, IT, commercial, and document control progress

8. Schedule Review report and daily meeting and action notes. 9. ADP Firm’s design budget for tracking and task costs by Work Breakdown Structure

(WBS) Daily Review report and daily meeting and action notes. 10. Monthly Report on the GEC-D/C schedule for tracking and task scheduling, including

meeting and action notes 11. Monthly Report on GEC-D/C budget for tracking and task costs by Work Breakdown

Structure, including meeting and action notes. 12. Prepare project control agenda and meeting notes for the monthly progress update with

the STATE and GECP. 13. Weekly meeting and action notes of all project control functions. 14. Weekly variance memoranda for any GEC-D/C non-compliance’s for risk assessment

and the GEC-D/C Corrective Actions Plan 15. Design and construction portion of agenda and meeting minutes for Monthly progress

update with the STATE and GECP 16. Weekly review comments for ADP Firm’s invoice backup submittals. 17. Monthly compliance review of ADP Firm’s invoice 18. Submit a final closeout report for Project Controls activities related to design and

construction 19. Annual Internal Compliance Audit Schedule, Audit Reports, Corrective Action Plans

F. QUALITY MANAGEMENT SYSTEM

The GEC-D/C shall support and coordinate with the GECP to develop the GEC-D/C Quality Assurance Program (GEC-D/C QAP) to be included in the GEC-D/C PIP. Members of the GEC-D/C Quality Assurance Management team may include the following positions, which shall be filled by the GEC-D/C to accomplish the responsibilities conveyed in this work authorization:

1. Quality Assurance Manager/Specialist 2. Design Quality Auditor 3. Construction Quality Auditor 4. Environmental Oversight Manager & Compliance Specialist 5. Stakeholder Oversight Manager 6. Health Safety Security & Occupational Environment (HSSE) Manager/Specialist 7. Personnel Compliance Manager/Specialist

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8. GEC-D/C Project Office Operations Manager 9. Sr. Administrative Support Specialist

INTERNAL QUALITY MANAGEMENT SYSTEM The GEC shall establish a Quality Management System for all activities including:

The GEC-D/C shall perform Quality Control and Assurance on its work in compliance with the GEC-D/C PIP. The GEC-D/C QAP shall establish quality management systems for all its work including but not limited to:

1. Design 2. Construction 3. Environmental compliance 4. Stakeholder and third party coordination, in coordination with the GECP and using the

GECP stakeholder setup, service and reporting plan 5. HSSE. 6. GEC-D/C personnel compliance 7. Office operations in coordination with the GECP 8. Internal audit plan including schedule for regular internal audits 9. Internal project controls 10. Reporting internal non-conformance, provide Corrective Action Plans, and close out non

conformances.

Any compliance deviations by the GEC-D/C team from its PIP, QAP, contract, standards, specifications, policies and procedures shall be communicated when identified to the GEC-D/C Project Manager, the GECP and the STATE. All noncompliance shall be further addressed in the GEC-D/C’s Corrective Actions Plan. GEC-D/C Quality Assurance Management functions shall be overseen by a qualified Assurance Manager or specialist, acting as a member of the GEC-D/C management group. Development, deployment, operation, maintenance and closeout of the GEC-D/C’s Quality Assurance shall be fully described in the GEC-D/C PIP.

GEC-D/C Quality Management System for ADP Firm work

The GEC-D/C’s Quality Assurance team is responsible for supporting the GECP’s monitoring and reporting on key elements of the ADP Firms activities associated with its to design and construction activities. The GEC-D/C’s QAP shall establish systems for its oversight of the ADP Firm’s work in the following:

1. Design oversight 2. Construction oversight 3. Environmental compliance oversight 4. Stakeholder and third party assurance oversight, in coordination with the GECP and

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using the GECP stakeholder assurance oversight setup, service and reporting plan

5. HSSE assurance oversight 6. Personnel 7. Audit Plans, Audits, Audit Reports

When directed, the GEC-D/C shall support and provide required design and construction related information to the GECP to facilitate the GECP’s oversight of the ADP Firm’s Public Involvement and Communications Plan (PICP). The GEC-D/C shall review and comment on the ADP Firm’s PICP when applicable. The GEC-D/C shall make recommendations to the STATE and the GECP regarding the STATE’s approval of design and construction related elements or schedule of the PICP. The focus of the PICP during design and construction shall be to maximize public awareness with a key objective of minimizing disruption from the ADP Firm’s construction related activities. When requested, the GEC-D/C shall review the ADP Firm’s Project related materials such as newsletters, brochures, flyers, notices and mailers and make recommendations for STATE approval on design and construction related subjects only, before they are distributed or otherwise made public. The GEC-D/C will perform regular audits to determine ADP Firm compliance with the ADP Firm Project Management Plan. If ADP Firm provides notice to the GEC-D/C that a provision of the ADP agreement is in error regarding safety, creates a potentially unsafe condition, or is or becomes inconsistent with Good Industry Practice, the GEC-D/C shall provide recommendations to the STATE and the ADP Firm regarding the ADP Firm’s proposed cure in accordance with the PIP. The GEC-D/C shall provide personnel with expertise in design and construction quality assurance and compliance processes to support the GECP in an audit. The GEC-D/C will facilitate and coordinate with the GECP so that the GECP can file a safety report within 30 days after the end of each calendar year, until the first year after the Service Commencement Date, on (I) ADP Firm's control processes, with particular regard to safety compliance with the quality assurance/quality control requirements of the ADP Firm’s PMP, and (ii) safety control processes in place, safety control plans in place, and recordkeeping for safety compliance with the ADP agreement. The GEC-D/C shall review ADP Firm's design and construction deliverables in accordance with prudent safety auditing practice and the GEC-D/C QAP to assess whether each reasonably conforms to the safety requirements of the ADP agreement, including the Technical Provisions, and the STATE's safety standards. The GEC-D/C shall support the GECP to investigate, analyze and report not less than monthly on Safety Compliance by ADP Firm and ADP Firm’s performance of Safety Compliance Orders. The GEC-D/C shall consult with STATE and ADP Firm, through the GECP, if requested, regarding the issuance of a Safety Compliance Order. The GEC-D/C shall monitor and observe for the purpose of assessing whether any circumstances exist that warrant issuance of a Safety Compliance Order, and give reports and recommendations to the STATE and ADP Firm, through the GECP, with respect thereto. Safety reports shall be

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provided to the STATE on a monthly basis, and safety compliance reports shall be provided as compliance issues arise. While on the project site, the GEC-D/C shall comply with ADP Firm’s safety procedures, and those of its Contractors, but is otherwise not responsible for jobsite safety conditions except for responsibility to the GEC-D/C’s own employees.

DELIVERABLES FOR TASK: Quality Management System

The GEC-D/C shall deliver the following items in coordination with the GECP with respect to the GEC-D/C PIP and QAP:

1. Quality Management Plans, processes and procedures, for internal GEC-D/C for Design and Construction Oversight of ADP Firm activities.

2. Non-conformance and corrective action reports. 3. Annual Internal Compliance Audit Schedule, Audit Reports, and Corrective Action

Plans. 4. GEC-D/C office operations protocol in coordination with the GECP and using the GECP

office operations setup, service and reporting plan. 5. Meeting notes and listed action items, as well as audit findings for GEC-D/C Quality

Assurance Oversight derived from monitoring and verification of GEC-D/C activities. 6. Monthly - quality assurance agenda and meeting notes for GEC-D/C monthly progress

update with the STATE on GEC-D/C self-performed quality assurance activities. 7. Quarterly program status updates for all GEC-D/C assurance management functions. 8. Weekly variance memoranda for GEC-D/C non-compliances for risk assessment and

the GEC-D/C Corrective Actions Plan. 9. Final closeout report of GEC-D/C Quality Assurance activities at the end of Project. 10. Setup, service and reporting plan for GEC-D/C oversight of ADP Firm’s environmental

assurance. 11. Setup, service and reporting plan for GEC-D/C oversight of ADP Firm’s stakeholder

assurance. 12. Setup, service and reporting plan for GEC-D/C oversight of ADP Firm’s HSSE

compliance assurance. 13. Progress updates for all GEC-D/C assurance management functions in providing

oversight of all ADP Firm’s quality assurance activities. 14. Monthly- Quality assurance agenda and meeting notes for GEC-D/C monthly progress

update with the STATE on ADP Firm’s quality assurance activities. 15. Quarterly program status updates for all GEC-D/C assurance management functions on

ADP Firm’s quality assurance activities. 16. Weekly variance memoranda for any ADP Firm non-compliances for risk assessment

and the ADP Firm’s Corrective Actions Plan. 17. Final closeout report of ADP Firm Quality Assurance activities at the end of Project. 18. Annual Audit Plan, Schedule, Audit Reports and Corrective Action Plan follow up on

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ADP Firm’s activities.

G. TRANSITION TO GECM OR STATE OPERATIONS & MAINTENANCE (O&M) PERSONNEL

The GEC-D/C shall be responsible for coordinating with the GECM or STATE O&M personnel as it relates to key elements of the ADP Firm’s design and construction that have a direct impact on the O&M Phase. The GEC-D/C shall develop a Demobilization and Transfer plan outlining its process for accomplishing this transfer. Coordination shall consist of, but not limited to, the GEC-D/C providing all necessary and pertinent documentation to the GECP, GECM and/or the STATE’S O&M personnel for the following items as they relate and impact the O&M Phase:

1. Assumptions or areas of potential long-term concern during the Design and Construction

Phase 2. Communications between ADP Firm and any third party stakeholder relating to Design

and Construction 3. Interpretation and application of design and construction requirements contained in a

ADP agreement 4. As-builts 5. Pavement Design and Materials test

Members of the GEC Maintenance Transition Oversight shall include at a minimum the following positions, which shall be filled by the GEC to accomplish the responsibilities conveyed in this contract:

(1) MTO Manager (GEC Leadership and Management team member) (combined with another position)

(2) Roadway Systems O&M Manager (3) Structural Systems O&M Manager

The GEC’s MTO team is responsible for monitoring and reporting on key elements of the ADP Firms activities associated with its transition from capital improvement design and construction to maintenance work. Compliance assurance for the DBA ADP Firm’s roadway, structures, and facilities, are the ADP Firm’s responsibility. The GEC shall monitor and verify compliance relative to the Comprehensive Operation & Maintenance Agreement (COMA) during transition.

Any observed compliance deviations by the ADP Firm shall be communicated on a weekly basis by the appropriate GEC manager and shall be further addressed in the Corrective Actions Plan. The GEC’s MTO functions shall be overseen by the MTO Manager, acting as a member of the GEC’s management group. Development, deployment, operation, maintenance and closeout of the GEC’s MTO shall be fully described in the GEC’s PIP. The GEC shall perform Maintenance Oversight which shall include:

(1) Maintenance Transition Oversight (MTO) a. Roadway & Structures Maintenance Transition b. Roadside Maintenance Transition

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c. Drainage Maintenance Transition d. Transition Closeout & Takeover by STATE forces or others

The GEC shall, among other tasks oversee the transition from Construction Phase to Maintenance Phase and oversee transition of the ADP Firm’s management and execution based on the COMA on behalf of the STATE. The GEC’s Scope of Services includes the following:

1. Monitor, review, and comment on the ADP Firms plan for the transition of responsibility between the ADP Firm’s construction operations and the COMA maintenance and operations functions, and confirm that the plan is properly documented in the Project Management Plan (PMP) and the maintenance operators Documents and Maintenance Management Plan (MMP). Facilitate the definition and clarification of the separate maintenance responsibilities between STATE forces, the COMA contractor, and others, and facilitate resolution of conflicts within the limits of the STATE’s and GEC’s authority.

2. Review and comment on the measures and protocols provided by the Maintenance Contractor for establishing and maintaining an organization that effectively manages all records of inspection and Maintenance Services.

3. Review and comment on the MMP submittal from the Maintenance Contractor, along with subsequent drafts, to confirm that procedures are in place for the performance of Maintenance Services in accordance with the terms and conditions of the COMA.

4. Review Maintenance Contractor’s procedures defined in the MMP for quality assurance and quality control of the Maintenance work, and audit Maintenance Contractor’s quality assurance and quality control systems.

5. Confirm that the Maintenance Contractor develops compliant records of inspection and performs Maintenance Services in accordance with the contract documents (COMA), and that all records and documents relating to the performance of Maintenance Services are detailed and revised by the Maintenance Contractor to satisfy CMA requirements.

DELIVERABLES FOR TASK: Transition to GECM or State Operations & Maintenance personnel

The GEC-D/C shall deliver: 1. Comment logs of GEC-D/C reviews of ADP Firm submittals including, but not limited to

plans, specifications, general notes and technical reports, including pavement, drainage and structural elements that impact the O&M Phase.

2. Meeting minutes and/or letters that document coordination and interaction with the STATE, ADP Firm and/or a third party stakeholder during the Design and Construction Phases that impact the O&M Phase

3. Meeting minutes, comment logs and/or white papers that document the interpretation and application of design and construction requirements contained in any ADP agreement that impacts the O&M Phase.

4. Demobilization and Transfer Plan 5. As-builts

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6. Submit compliance notes for the MMP submittal from the Maintenance Contractor. 7. Monthly, submit compliance reports for assessment of Liquidated Damages for

noncompliance with contract terms including replacement of Key Personnel, Lane Closures and for failure to meet Asset Condition Scores, in accordance with the CMA.

8. Monthly, submit a status update report on the Maintenance Contractor’s performance relative to the COMA and MMP.

9. Monthly, submit variance memoranda of any non-compliance’s for risk assessment and the Corrective Actions Plan.

10. Submit a final closeout report of Maintenance Transition Oversight activities at the end of Project.

H. DBE/SBE/HUB COMPLIANCE The GEC-D/C shall be responsible monitoring, tracking and validating the ADP Firm’s use of DBE/SBE/HUB activities and perform Commercially Useful Function Reviews in accordance with the State’s requirements and the SPD Standard Operating Procedures. DELIVERABLES FOR TASK: DBE/SBE/HUB COMPLIANCE The GEC-D/C shall deliver 1. Compliance Reports 2. Commercially Useful Function Reviews

II. TASK 2 – Design and Construction Engineering Oversight [FC 300]

The GEC-D/C shall perform Design Management Oversight (DMO), and Construction Management Oversight (CMO) functions during the design and construction phases of Alternative Delivery Projects. These functions include:

The GEC-D/C is responsible for reviewing and reporting on the ADP Firm’s engineering, construction, and design activities, as well as any technical interface issues that impact the corridor during design, construction and the initial phases of operations and maintenance. Internal Quality Assurance for the GEC-D/C’s Services is provided independently through the GEC-D/C’s Quality Assurance Management function. Internal Quality Control for the GEC-D/C’s work shall be provided by staff working under the GEC-D/C’s Project Manager. The GEC-D/C’s Project Manager shall participate in the development of relevant sections of the Project Implementation Plan. A. REVIEW AND OVERSIGHT OF THE ADP FIRM’S PMP

GEC-D/C shall review the ADP Firm’s PMP to verify compliance with DBA and STATE requirements, as well as current legislative requirements and FHWA published guidance documents.

In accordance with the GEC-D/C’s PIP, the GEC-D/C shall review the ADP Firm’s quality assurance and quality control activities to confirm their adherence with the ADP agreement and ADP Firm’s PMP.

GEC-D/C shall develop an annual audit plan which shall include audits of the ADP Firm’s

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Acceptance Program, Quality Control Activities, and Project Controls Plans (budget, schedule management, payments, document control, etc.)

Through weekly and monthly meetings, scheduled audits and unscheduled spot checks (as defined in the GEC-D/C’s PIP), the GEC-D/C shall monitor the ADP Firm’s progress against the ADP agreement and report on observed variances. The GEC-D/C shall evaluate the ADP Firm’s self-reporting documentation of incidents and corrective action, together with the evidence of the work accomplished during the period since the previous report. Any corrective actions needed to bring the ADP Firm’s into compliance shall be overseen by the GEC-D/C and shall be reported to the STATE, through the GECP.

DELIVERABLES FOR TASK: Review and Oversight of the ADP Firm’s PMP

The GEC-D/C shall provide: 1. Action notes and meeting notes from monitoring and verification of the ADP Firm’s

activities. Action and meeting notes include all DMO and CMO functions. 2. Monthly progress updates. 3. Variance memoranda for any non-compliance’s for risk assessment and the Corrective

Actions Plan. 4. Compliance report of the ADP Firm’s PMP. 5. Compliance reports of the ADP Firm’s PMP updates within 14 days of receipt of the

update. 6. Comments on progress payment requests 7. GEC-D/C Annual Audit Plan of ADP Firm’s Acceptance Program, Quality Control

Activities and Project Control Plans 8. GEC-D/C Audit Report for each GEC-D/C Audit of ADP Firm’s Acceptance Program,

Quality Control Activities and Project Control Plans

B. REVIEWS AND OVERSIGHT OF ADP FIRM’S PROECT SCHEDULES AND PAYMENTS

The GEC-D/C shall develop and maintain a Project Controls System to oversee the ADP Firm’s schedule and payments which shall be accessible by TxDOT. The Project Controls System shall include:

1. Project Baseline Schedules (PBS): Analyze the ADP Firm’s PBS for compliance with the

Design Build Agreement including Technical Provisions. Submit a PBS Schedule Review Report addressing: contract compliance, schedule logic, production rates, critical/longest path and resource and cost loading. Provide a recommendation for schedule acceptance, conditional acceptance or rejection.

2. Monthly Schedule Updates: Analyze the ADP Firm’s monthly schedule updates and

submit a Monthly Schedule Update Review Report. Include: a. An analysis of schedule slippage or gains in the previous month’s critical/longest path

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b. Oversight of schedule progress certification process by QA firm. c. A schedule and budget variance analysis. d. An analysis of the effects of weather on the construction progress. e. An analysis of changes made to the schedule including but not limited to: changes to

activities, durations, logic, calendars and resource and cost loading. Also analyze changes made to address out of sequence work.

f. Analysis and track issues and provide independent time impact analyses when requested.

3. Schedule Revisions: Analyze ADP Firm’s PBS revisions and provide a recommendation

for acceptance, conditional acceptance or rejection.

4. Time Impact Analyses (TIA): Analysis and track potential delay issues. Provide recommendations as to when to request a TIA from the ADP Firm. Analyze ADP Firm prepared TIA’s in accordance with the scheduling technical provisions and submit a TIA report with a recommendation for disposition. Perform independent TIA’s when needed or when requested by TxDOT.

5. Other Scheduling Services

a. Provide schedule coordination services with adjacent projects and other agencies or their contractors working within the project site.

b. Provide general Primavera scheduling support. DELIVERABLES FOR TASK: Reviews and Oversight of ADP Firm’s Project Schedules and Payment

The GEC-D/C shall provide: 1. PBS Schedule Review Report 2. Monthly Schedule Update Review Report 3. Schedule Revision Approval Recommendations 4. Time Impact Analyses

C. SAFETY COMPLIANCE

In the event the ADP Firm provides notice to GEC-D/C that a provision of the DBA Documents is in error regarding safety, creates a potentially unsafe condition, or is or becomes inconsistent with Good Industry Practice, the GEC-D/C shall provide recommendations, through the GECP, to the STATE and the ADP Firm regarding the ADP Firm’s proposed cure in accordance with the PMP.

The GEC-D/C shall provide personnel with expertise in Construction quality assurance and compliance processes to support the GECP in an audit. The GEC-D/C will facilitate and coordinate with the GECP so that the GECP can file a safety report within 30 days after the end of each calendar year, until the first year after the Service Commencement Date, on (i) ADP Firm's Construction control process, with particular regard to safety compliance with the quality

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assurance/quality control requirements of the PMP, and (ii) Construction safety control processes in place, Construction safety control plans in place, and recordkeeping for safety compliance with the DBA.

The GEC-D/C shall review ADP Firm's Construction deliverables in accordance with prudent safety Construction auditing practice and the GEC-D/C QAP to assess whether the Construction reasonably conforms to the safety requirements of the DBA, including the Technical Provisions, and the STATE's safety standards.

The GEC-D/C shall support the GECP to investigate, analyze and report not less than monthly on Safety Compliance by ADP Firm and ADP Firm’s performance of Safety Compliance Orders.

The GEC-D/C shall consult with STATE and ADP Firm, through the GECP, if requested, regarding the issuance of a Safety Compliance Order.

The GEC-D/C shall monitor and observe for the purpose of assessing whether any circumstances exists that warrant issuance of a Safety Compliance Order related to Construction, and give reports and recommendations to STATE and ADP Firm, through the GECP, with respect thereto. Safety reports shall be provided to the STATE on a monthly basis, and safety compliance reports shall be provided as compliance issues arise.

While on the project site, the GEC-D/C shall comply with ADP Firm’s safety procedures, and those of its Contractors, but is otherwise not responsible for jobsite safety conditions except for responsibility to the GEC-D/C’s own employees.

D. CONTRACT MANAGEMENT AND CLAIMS

The GEC-D/C shall support the GECP in their Contracts Management and Claims task. Members of the GEC-D/C Contracts Management and Claims team may include the following positions, which shall be filled by the GEC-D/C to accomplish the responsibilities conveyed in this Contract:

• Construction Contracts and Construction Claims Manager and or specialist • Construction Risk Management Task Leader and/or Specialist • Construction Claims Task Leader and/or Specialists • Dispute Resolution Specialist • Construction Contract Specialists

1. The GEC-D/C shall follow the systematic approach established with and coordinated by the GECP, to contract oversight, risk, claims and dispute management related to Construction. All Contracts and Claims management activities shall be reported to the STATE, through the GECP on a regular periodic basis, not less than monthly, in accordance with the PIP. Compliance deviations by the ADP Firm shall be communicated as and when identified and shall be further addressed in the Corrective Actions Plan. The GEC-D/C’s Contract and Claims functions shall be managed by a Professional and support and Coordinate with the GECP Contracts and Claims Manager. Development, deployment, operation, maintenance and closeout of the GEC-D/C’s Contracts and Claims services shall be fully described in the GEC-D/C’s PIP.

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2. The GEC-D/C shall review and determine whether the ADP Firm’s claims are in fact valid according to the DBA. If the ADP Firm’s claim appears to be justified, the GEC-D/C shall provide associated written documentation recommending acceptance by the STATE, through the GECP. If the ADP Firm’s claim is not justified in every respect, the GEC-D/C shall provide similar written documentation recommending that the STATE not accept the claim and providing its justification for rejection.

DELIVERABLES FOR TASK: Contract Management and Claims

The GEC-D/C shall deliver the following items when related to construction and in coordination with the GECP:

a) Risk management system service and reporting plan. b) Contract management system service and reporting plan. c) Claims management system service and reporting plan. d) Dispute resolution system service and reporting plan. e) Daily action notes and meeting notes for Contract and Claims derived from monitoring

and verification of the ADP Firm’s activities. Action and meeting notes include risk management, contract management, claims management, and dispute resolution.

f) Weekly meeting notes and action notes for all contract and claims management functions.

g) Monthly progress updates for all contract and claims management functions. h) Monthly - contract and claims management agenda and meeting notes for monthly

progress update with the STATE. i) Quarterly program status updates for all contracts and claims management functions. j) Weekly variance memoranda for any non-compliance’s for risk assessment and the

Corrective Actions Plan. k) Weekly - risk assessment of the non-compliance memoranda to the GEC-D/C

Projects. l) Weekly - The updated Corrective Actions Plan to the GEC-D/C Project Manager.

E. DESIGN PLAN REVIEWS, OVERSIGHT, COORDINATION & INTERACTION WITH ADP

FIRM

The GEC-D/C, acting on the STATE’s behalf under direction of the STATE’s Project Manager, shall provide oversight and plan review support for the ADP Firm’s Design phase services. GEC-D/C shall collaboratively review the ADP Firm’s proposed design plan review strategy, defining plan packages and milestone review stages according to the ADP agreement and firm’s PMP. The GEC-D/C’s plan reviews shall include all design aspects of the project, including, but not limited to right of way, utilities, roadway, structures, drainage, signalization and illumination, signing, traffic management, construction sequencing and environmental components. The GEC-D/C plan review services shall also include interface reviews of projects adjacent to or adjoining the project/ corridor that could impact the project/corridor.

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The GEC-D/C shall provide coordination assistance to the ADP Firm on the STATE’s behalf for design related jurisdictional reviews and approvals required by other public agencies.

The GEC-D/C shall participate in ADP Firm facilitated design workshops that aid in the GEC-D/C’s review of milestone design plans or interagency design approvals.

The GEC-D/C shall review all of the ADP Firm’s costs estimates and schedule projections and shall report to the STATE on the ADP Firm’s compliance and when necessary recommend corrective actions required to bring the development back into compliance with ADP agreement and if applicable, the maintenance agreement.

The GEC-D/C shall assist the STATE in drafting and coordinating the execution of agreements with third parties.

The GEC-D/C shall participate in and develop independent summary reports on the ADP Firm’s Value Engineering workshops, Constructability and Durability workshops, Lifecycle O&M workshops, Toll System Integration workshops, and similar design phase workshops as may be required of the ADP Firm in the ADP agreement. The GEC-D/C’s role as a workshop participant shall be, among other things, to confirm the ADP Firm’s compliance and seek the greatest benefit to the STATE relative to safety, quality, lifecycle costs, and schedule optimization.

The GEC-D/C shall, if requested by the STATE, undertake independent engineering and design services, special studies and independent evaluations to validate the ADP Firm’s findings and recommendations, or in response to third party recommendations.

The GEC-D/C shall review and track the status of all requests by the ADP Firm for design exceptions, deviations, or waivers. The GEC-D/C shall review the ADP Firm design submittals on a schedule according to the ADP agreement and ADP Firm’s PMP. Each separate construction package shall have all applicable formal review stages. The sequencing of submissions and reviews for the various contracts shall be coordinated to facilitate an orderly and efficient process for both the STATE and the ADP Firm. For each review submission, all appropriate disciplines shall review the developing documents. Based upon such reviews, the GEC-D/C shall provide comments, or recommend acceptance, concurrence, or approval by the STATE of such plans, specifications and estimates according to the ADP agreement and ADP Firm’s PMP.

The GEC-D/C shall review and provide compliance reports on ADP Firm design submittals, plans, specification, general notes, and reports. The GEC-D/C shall evaluate the ADP Firms’ design submittal packages for consistency in design, drainage, and traffic control.

The GEC-D/C shall review and provide comments to the ADP Firm’s design submittal plans, specifications, general notes and reports for impacts to the STATE’s future performance of operations and maintenance of the project. The GEC-D/C shall review the various Drainage Impact Studies performed to date and confirm that resulting guidelines are implemented in the ADP Firm’s submittal packages. Following the ADP Firm’s final design of all drainage elements, the GEC-D/C shall review the ADP Firm’s compliance with Drainage Studies.

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The GEC-D/C shall review for compliance preliminary and final plans, including typical sections, roadway details, temporary and final retaining walls, standards, and specifications submitted by ADP Firm.

The GEC-D/C shall confirm that the design submittals are in compliance with applicable requirements of the ADP agreement and consistent with ADP Firm’s proposal commitments. If a special provision or a special specification must be developed for this project, the GEC-D/C shall confirm that provisions and specifications are developed in the STATE format and to the extent possible, incorporate references to approved STATE test procedures.

The GEC-D/C shall review preliminary and final traffic control plans and construction phasing details for the project submitted by the ADP Firm. The GEC-D/C shall review preliminary and final plans for intelligent transportation systems (ITS), traffic signals, illumination, electrical details, signing and pavement markings submitted by the ADP Firm. The GEC-D/C shall review each submittal at various levels of plan development for accuracy, completeness and compliance with the latest Texas Manual of Uniform Traffic Control Devices (TMUTCD)

The GEC-D/C shall confirm that each design submittal is in compliance with, all applicable standards including:

1. The ADA Accessibility Guidelines. http://www.access-board.gov . 2. The Texas Accessibility Standards under the jurisdiction of the Texas Department of

Licensing and Regulation (TDLR). http://txarch.comltsallawsltas.html. DELIVERABLES FOR TASK: Design Plan Review, Oversight, Coordination & Interaction with ADP Firm

The GEC-D/C shall provide: 1. Meeting notes, action notes, and compliance reports from review of ADP Firm’s design

plan submittal. 2. Findings from review of milestone submittals from any STATE authorized third party

including action and meeting notes and compliance reports. 3. Monthly - meeting notes, action notes and compliance reports for independent toll civil

designer’s plans. 4. Design compliance report based on review of the various Drainage Impact Studies

performed to date. 5. Monthly - meeting notes and action notes from coordination meetings for jurisdictional

reviews and approvals required by STATE approved stakeholders and other public agencies.

6. Monthly - technical cost estimate impact reports for changes in the ADP Firm’s design plans.

7. Monthly - technical schedule impact reports for changes in the ADP Firm’s design plans. 8. Weekly - quality control compliance notes to project control management related to

design plan reviews and design meetings.

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9. Coordination notes for STATE authorized third party agreements. 10. Meeting notes, action notes and compliance notes for ADP Firm’s Value Engineering

workshops, Constructability and Durability workshops, Lifecycle O&M workshops, and Toll System Integration workshops.

11. Independent design plans, special studies, and independent evaluations to confirm ADP Firm’s findings and recommendations and third party submittals on the STATE’s behalf.

12. Meeting notes, action notes, and compliance notes for any ADP Firm proposed design exceptions or waivers.

13. Meeting notes, action notes, and compliance notes for ADP Firm’s Task Force Meetings, over-the-shoulder review meetings, comment resolution meetings, and design coordination meetings.

14. Meeting notes, action notes, and compliance notes for ADP Firm facilitated design workshops.

15. Weekly - meeting notes, action notes, and compliance notes for special specifications or provisions for conformance with STATE design and construction standards.

16. Weekly - meeting notes, action notes, and compliance notes related to the ADA and the Texas Department of Licensing and Regulation (TDLR) design requirements.

17. Weekly - non-compliances for risk assessment and corrective actions report.

F. REVIEWS, OVERSIGHT, COODINATION AND INTERACTION WITH STATE’S ROW OFFICE FOR ROW ACQUISITION

The GEC-D/C shall, in collaboration with the STATE’s ROW Office and the GECP, support the STATE in overseeing the ADP Firm’s right-of way services as outlined herein and more particularly described in the ADP agreement.

1. The GEC-D/C shall support the STATE, as requested, on ROW activities where other

public agencies are involved. Coordination responsibilities shall include: a. Monitoring and reporting on ADP Firm coordination of right-of-way acquisition

priorities with private utility relocation activities to avoid conflicts and optimize production schedules

2. The GEC-D/C shall, in collaboration with the STATE’s ROW Office, support the STATE in overseeing and confirming compliance of the ADP Firm’s right-of-way mapping work with State requirements

3. The GEC-D/C shall, in collaboration with the STATE’s ROW Office, confirm compliance with the STATE standard format for property descriptions and parcel plats.

4. The GEC-D/C shall assist the STATE's ROW Office in the preparation of documents requesting Right of Entry to unsecured parcels.

5. The GEC-D/C shall review and discuss critical path issues relative to the ADP Firm’s ROW Status and Critical Parcel Report by ROW Account.

6. The GEC-D/C shall review and discuss critical path issues relative to the ADP Firms composite ROW map with parcel status and critical parcels identified.

7. The GEC-D/C shall monitor and report on ADP Firm activities to develop Utility

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Agreements for reimbursement of FHWA funds (ROW accounts) and submitting to the STATE for further review and execution.

The GEC-D/C shall, in collaboration with STATE’s ROW Office, provide oversight on the STATE’s behalf for all ROW Acquisition services to be performed by the ADP Firm. The ADP agreement and the following standard documents shall be used to confirm compliance for the ADP Firm’s right-of-way acquisition work:

1. STATE Right of Way Manual (available online), 2. STATE Access Management Manual (available online), 3. STATE Survey Manual, 4. STATE Appraisal and Review Manual, 5. STATE Facility Development Process Manual, and 6. Federal Highway Administration's (FHWA's) Right-of-Way Facility Development Guide

(as contained in the Federal-Aid Policy Guide (FAPG).

The GEC-D/C shall participate in ADP Firm facilitated meetings with private utility construction representatives and engineers to update status of the ROW acquisition and to identify potential ROW problems.

The GEC-D/C shall support the STATE’s ROW Office for Final ROW Acquisition Package Approval

The GEC-D/C shall review the ADP Firm’s PMP ROW section and provide comments on the QA/QC procedures to be adhered to with respect to all elements of the ROW acquisition process. The GEC-D/C shall monitor the ADP Firm’s QA/QC procedures to check for compliance with the ADP agreement and the ADP Firm’s PMP. The ADP Firm’s Master Development Baseline Schedule shall indicate the date to begin the acquisition of the Final ROW and the anticipated completion date of acquisition activities for each parcel. The ADP Firm shall advise the GEC-D/C of all Additional Properties, Temporary Construction Easements (TCEs), driveway tie-ins, and temporary rights or interests in real property to be acquired. In developing the Acquisition Schedule, the ADP Firm shall recommend and give priority to the acquisition of parcels that have significant impact on the Schedule or affect the Critical Path as so indicated or as periodically designated by the GEC-D/C. Monthly status reports shall provide updated projections for the acquisition date of each parcel. Once the ADP Firm’s PMP and ROW acquisition baseline schedule are in place, the GEC-D/C shall monitor and report on acquisition progress. Variances to the plan shall be reviewed in the GEC-D/C’s Corrective Actions Plan with the intent of identifying corrective measures that return the work to the agreed plan as quickly as possible. The GEC-D/C shall monitor and report on the ADP Firm’s work to complete all administrative activities and assemble all documentation sufficient for the acquisition of the Final ROW. The ADP Firm shall obtain the STATE's concurrence of all appraisals, legal descriptions, acquisition documentation, and purchase price, requests to acquire Final ROW, condemnation-related activities and funding/closing procedures. The STATE will approve and return the Final ROW acquisition documentation or provide comments for incorporation by the ADP Firm. Right of way

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acquisition procedures shall not commence until released by STATE's ROW Office. Further, the ADP Firm shall not commence any negotiations with landowners nor shall eminent domain procedures begin until the specific acquisition package for that particular parcel has been approved by the STATE and minute order issued. If an agreed upon purchase price, acceptable to the STATE, cannot be negotiated with the landowner, then the ADP Firm shall make recommendations for proceeding with acquisition of the property through condemnation/eminent domain procedures. The GEC-D/C shall, in collaboration with the STATE’s ROW Office, support in overseeing the ADP Firm who is responsible for management of all services and preparation of all documentation for all Final ROW acquisition, easement acquisition, permitting, and related relocation assistance for the Project. The ADP Firm’s work related to Final ROW acquisition includes, but is not limited to, mapping, surveying, appraisal, appraisal review, negotiation, acquisition, procurement of title insurance, clearing of title, closing of acquisitions, condemnation support, all exhibits and photos condemnation services and proceedings required by the Attorney General’s office, relocation assistance, clearance/demolition of improvements, and environmental testing and remediation, as required.

The ADP Firm shall track all costs and payments of: agreed purchase prices or Commissioners' awards and judgments; relocation assistance payments; all legal, administrative and incidental expenses of, or related to, the ROW; and temporary easements or other interests in real property acquired for the project/ corridor.

The STATE’s ROW Office shall review all Acquisition packages submitted by the ADP Firm and recommend for STATE approval whether a complete submittal has been prepared in accordance with the ADP agreement and the ROW section of the ADP Firm’s PMP. Once verified, the ADP Firm may proceed with the Acquisition process according to plan. The GEC-D/C shall provide support to the STATE’s ROW Office as / when requested in each of the responsibilities listed above.

DELIVERABLES FOR TASK: Reviews, Oversight, Coordination and Interaction with STATE’s Right-of-Way (ROW) Office

The GEC-D/C shall collaborate with and support the STATE’s ROW Office by providing: 1. Meeting notes, action notes, and compliance notes for ADP Firm’s ROW mapping, parcel

maps, and property descriptions for compliance once per property. 2. Meeting notes, action notes, and compliance notes for ADP Firm’s quality processes

related to Right of Way Acquisition. 3. Meeting notes, action notes, and compliance notes on ADP Firm’s baseline schedule for

ROW acquisitions. 4. Weekly - non-compliances for risk assessment and corrective actions report. 5. Exhibits as needed to support the expert witness function for the STATE’s early

acquisition parcels.

G. REVIEWS, OVERSIGHT, COODINATION AND INTERACTION WITH STATE’S ROW OFFICE FOR UTILITY RELOCATIONS

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The GEC-D/C shall oversee the ADP Firm’s implementation of the STATE's policies and procedures to facilitate the timely relocation of utilities within the Project. Given the magnitude of the Project, the GEC-D/C shall, in collaboration with the utility personnel in the STATE’s ROW Office, review the ADP Firm’s utility relocation plan to confirm that the plan is compliant with the STATE’s policies and procedures and the project schedule, and that interfaces with adjoining stakeholder interests have been addressed. The GEC-D/C shall recommend changes to any procedures that are not compliant with the ADP agreement as part of the Corrective Actions Plan.

The GEC-D/C shall collaborate with the utility personnel in the STATE’s ROW Office in support of the ADP Firm’s utility coordination, planning, design and relocation requirements. GEC-D/C collaboration includes attending utility coordination meetings with the ADP Firm and the utility personnel in the STATE’s ROW Office, and may also include (at the STATE’s ROW Office request) meetings with individual utility companies, oversight of the ADP Firm’s communication and coordination with utilities and support of the ADP Firm on the STATE’s behalf in the preparation of utility agreement assemblies including utility agreements, joint use agreements and advanced funding agreements.

The GEC-D/C shall collaborate with the STATE’s ROW Office to oversee the ADP Firm’s work in identifying utility conflicts, coordination, compliance with Utility Accommodation Rules, and resolution of utility conflicts. The GEC-D/C shall coordinate its activities with the STATE’s ROW Office to facilitate the orderly progress and timely completion of the ADP Firm’s Utility Engineering design phase.

GEC-D/C shall collaborate with the STATE’s ROW Office to provide oversight of the ADP Firm’s Subsurface Utility Exploration (SUE) work according to the following levels:

1. Quality Level D -Existing Records: Utilities are plotted from review of available existing

records. 2. Quality Level C -Surface Visible Feature. Survey: Quality Level" from existing records is

correlated with surveyed surface-visible for Quality Level D information. If there are variances in the designated work area of Level D then a new schematic or plan layout, if needed, is required showing the limits of the proposed project and limits of the work area required; including highway stations, limits within existing or proposed right of way, additional outside the proposed right of way, and distances or areas to be included down existing intersecting roadways.

3. Quality Level B -Designate: Two-dimensional horizontal mapping. This information is obtained through the application and interpretation of appropriate non-destructive surface geophysical methods. Utility indications are referenced to established survey control. Incorporates quality levels C and D information to produce Quality Level B. If there are variances in the designated work area of Level D then a D schematic or plan layout, if needed, is required showing the limits of the proposed project and limits of the work area required; including highway stations, limits within existing or proposed right of way, additional areas outside the proposed right of way, and distances or areas to be included down existing intersecting roadways.

4. Quality Level A -Locate (Test Hole): Three-dimensional mapping and other characterization data. This information is obtained through exposing utilities through test holes and measuring and recording (to appropriate survey control) utility/environment

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data. Incorporates quality levels B, C and D information to produce Quality Level A.

DELIVERABLES FOR TASK: Reviews, Oversight, Coordination and Interaction with STATE ROW’s office for Utility Relocations

The GEC-D/C shall provide:

1. Meeting notes, action notes, and compliance notes for ADP Firm’s utility relocation plans. 2. Meeting notes, action notes, and compliance notes for coordination meetings with ADP

Firm and utility companies and provide oversight of ADP Firm’s communication and coordination with utilities.

3. Weekly - meeting notes, action notes, and compliance notes related to ADP Firm’s compliance with Utility Accommodation Rules (UAR).

4. Weekly – meeting notes, action notes, and compliance notes for ADP Firm’s subsurface utility exploration (SUE) work and utility investigations.

H. REVIEWS AND OVERSIGHT RELATING TO ENVIRONMENTAL COMPLIANCE

The GEC-D/C shall review and report on the ADP Firm’s environmental compliance efforts. Specific activities include, but are not limited to, the following:

1. Oversight review and audits of the ADP Firm’s Comprehensive Environmental Protection Program (CEPP) and its components. Including: Environmental Management System (EMS), Environmental Compliance and Mitigation Plan (ECMP), Environmental Protection Training Plan (EPTP), Hazardous Materials Management Plan (HMMP), Communication Plan (CP), Construction Monitoring Plan (CMP), and Recycling Plan (RP).

2. Review of environmental documentation submitted by the ADP Firm for additional properties or project specific location (PSL) parcels for the Project, as required.

3. Review of environmental documentation related to the Section 404 permit and Clean Water Act (CWA) compliance submitted by the ADP Firm for design changes and additional properties or project specific location (PSL) parcels for the Project, as required.

4. Review proposed water quality Best Management Practices (BMPs) and SW3P components to ensure adequacy with regard to Section 401 compliance.

5. Site visits prior to, during, and following construction in order to confirm that avoidance/minimization of jurisdictional features is taking place according to permit requirements; confirm that impacts only occur at permitted locations.

6. Review of Phase I Environmental Site Assessments (ESAs) and Phase II ESA proposed scopes of work and Investigative Work Plans for ROW parcels with potential Recognized Environmental Conditions discovered during additional environmental investigations, as required.

7. Review letters to Affected Property Owners and meet with concerned citizens to discuss environmental issues, as required.

8. Review Archeological and Historic Property reconnaissance surveys and impact evaluations, intensive surveys, testing / data recovery plans and reports, and State

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Historic Preservation Office- National Register of Historic Places (SHPO-NRHP) nomination packages, as required.

9. Develop and maintain a database to track and verify environmental commitments enumerated in the Environmental Documents and for permit compliance.

10. Monitor the ADP Firm’s construction activities to determine if environmental encounters are being promptly reported and managed in accordance with the CEPP, and applicable laws and regulations.

11. Review Texas Commission on Environmental Quality (TCEQ) Notice of Intent (NOI) and monitor the ADP Firm’s implementation and conformance to TCEQ General Permit No. TXR150000. Perform post-construction site reviews to ensure that temporarily impacted areas are stabilized and returned to pre-construction conditions if required by the permit.

The GEC-D/C shall review design and construction documents including design changes for conformance with the Final Environmental Impact Statement (EIS) mitigation measures, and Record of Decision (ROD) requirements, and any additional mitigation options as needed to address unforeseen environmental issues during the design and construction stages. The GEC-D/C shall attend design and construction meetings, as needed, to oversee and monitor the ADP Firm’s compliance with the contract requirements pertaining to environmental mitigation and other environmental commitments.

The GEC-D/C’s Environmental Oversight Manager shall collaborate with DMO environmental specialists to monitor and report on the ADP Firm’s environmental best practices and overall compliance. The GEC-D/C shall conduct daily, weekly, and monthly meetings with the ADP Firm’s counterpart to review on-going activities and upcoming events relevant to environmental compliance. The GEC-D/C shall have an oversight responsibility and shall act on behalf of the STATE in overseeing that an agreed Corrective Actions Plan is in place for any negative environmental impacts to the project. Non compliances shall be escalated to the GEC-D/C PMO and the STATE’s Project Manager for immediate review and corrective action in accordance with the GEC-D/C’s PIP.

Prior to the start of construction, construction work plans shall be prepared by each contractor to cover specific portions of the Project. These plans shall identify key construction activities, staging sequence, schedules, and work locations within specific work sites. Construction planning and environmental compliance with mitigation measures shall be performed by each contractor as defined in the ECMP. The GEC-D/C shall confirm that the procedures used by the ADP Firm for compliance with the CMP and work plans meet their PMP. The GEC-D/C shall review/audit and comment on work plans as necessary prior to commencement of construction. These audits shall include field surveillance and observation reporting.

DELIVERABLES FOR TASK: Reviews and Oversight relating to environmental compliance

The GEC-D/C shall provide: 1. Meeting notes, action notes, and compliance notes for ADP Firm’s Comprehensive

Environmental Protection Program (CEPP). 2. Meeting notes, action notes, and compliance notes for environmental documentation for

additional ROW acquisition properties. 3. Monthly - meeting notes, action notes, and compliance notes for Section 404 and CWA

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compliance for design changes.

4. Meeting notes, action notes, and compliance notes for water quality BMPs and SWPPP design components.

5. Meeting notes, action notes, and compliance notes for Phase I ESAs and Phase II ESA proposed design work.

6. Meeting notes, action notes, and compliance notes for letters to Affected Property Owners and meet with concerned citizens once per property (approx. 500 properties).

7. Meeting notes, action notes, and compliance notes for Archeological and Historic Property Surveys once per property.

8. Weekly - meeting notes, action notes, and compliance notes for database tracking of environmental compliance.

9. Weekly - meeting notes, action notes, and compliance notes for conformance with Final EIS and ROD requirements.

10. Weekly - non-compliances for risk assessment and corrective actions report.

I. REVIEWS AND OVERISGHT OF SURVEY MANAGEMENT AND CONTROL The GEC-D/C survey manager shall be acting as a representative of the STATE to provide surveying oversight services related to STATE boundaries, survey control and construction stake-out. The survey manager shall follow the STATE standards and guidelines to assist in GEC-D/C quality assurance oversight related to land surveying and construction survey control issues.

The ADP Firm shall be responsible for the horizontal ground control used for right-of-way mapping and project. Survey Control shall be based on traverses meeting minimum standards of accuracy as set forth below. The ADP Firm shall be responsible to secure permission to enter private property for recovery and use of ground control and for all subsequent purposes leading to the parcel acquisitions.

DELIVERABLES FOR TASK: Reviews and Oversight of Survey Management and Control

The GEC-D/C shall deliver:

1. Meeting notes, action notes, and compliance notes for surveying control and markers. 2. Meeting notes, action notes, and compliance notes for critical elements of the structural

construction survey control.

J. DESIGN REVIEWS, OVERSIGHT, COORDINATION & INTERACTION WITH TOLL SYSTEMS INTEGRATOR FOR TOLL SYSTEMS COMPONENTS

The GEC-D/C’s plan review work shall also include review of the independent or ADP Firm’s toll system integrator’s toll facilities design services for the project, as applicable.

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The GEC-D/C shall:

1. Determine Systems, Technologies and Concepts of Operations – Technologies currently

in use and options to implement an interim and ultimate toll system plans including communications systems, toll collection systems and video systems.

2. Review toll operations plans including signing for managed lanes, toll equipment integration with existing STATE systems submitted by ADP Firm.

3. Review each submittal at the various levels of plan development for accuracy, completeness and compatibility with the STATE systems.

The GEC D/C will coordinate with Toll Operations Division (TOD) and TOD Consultants during the Toll System Integrator Design Phase. DELIVERABLES FOR TASK: Design reviews, oversight, coordination & interaction with Toll Systems Integrator for Toll Systems components

The GEC-D/C shall deliver: 1. Meeting agendas as requested by STATE PM for meeting with Toll Systems Integrator. 2. Meeting minutes documenting meetings with Toll Systems Integrator.

K. REVIEWS AND OVERSIGHT FOR VALUE ENGINEERING COMPONENTS

The GEC-D/C shall review value engineering proposals submitted by the ADP Firm for compliance with the ADP agreement. The GEC-D/C shall provide recommendations to the STATE for value engineering proposals submitted by the ADP Firm. The GEC-D/C shall participate in Value Engineering workshops with the STATE and ADP Firm. The GEC-D/C role as a workshop participant shall be, but not limited to, to confirm ADP Firm’s compliance with the ADP agreenment, maximize the benefit to the STATE regarding safety, quality, lifecycle costs and schedule optimization

DELIVERABLES FOR TASK: Reviews and Oversight of Value Engineering components

The GEC-D/C shall deliver:

1. Meeting minutes of meetings and/or workshops with ADP Firm relating to Value Engineering components.

2. Reports that evaluate any ADP Firm Value Engineering proposal.

L. CONSTRUCTABILITY REVIEWS The GEC-D/C shall perform constructability review at major project development stages and design milestones to identify constructability issues and concerns including appropriate work areas and traffic control plan accommodations. The GEC-D/C shall provide recommendations to the STATE for ADP Firm proposed construction phasing approaches. The GEC-D/C shall participate in constructability workshops with the STATE and ADP Firm.

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DELIVERABLES FOR TASK: Constructability Reviews

The GEC-D/C shall deliver: 1. Meeting minutes of meetings and/or workshops with ADP Firm relating to ADP Firm’s

construction phasing approaches. 2. Recommendations and findings relating to ADP Firm’s construction phasing approach

and constructability.

M. CONSTRUCTION ENGINEERING OVERSIGHT

The GEC-D/C’s team is responsible for monitoring and reporting on the DBA ADP Firm’s construction activities. Any compliance deviations by the ADP Firm during Construction shall be reported to the STATE weekly and shall be further addressed in the Corrective Actions Plan.

The GEC-D/C shall:

1. Perform Inspections.

2. Develop Owner Verification Inspection Plan based on Quality Assurance Program for Design-Build Projects (QAP for DB) with an Optional 15-Year Capital Maintenance Agreement and Federal regulations to include:

a) Number and type of inspectors b) Rate (frequency) of inspection for work products based on risk and

contractor’s schedule. c) Transitioning inspectors on and off as needed. d) Certifications and qualifications

3. Provide inspection management system that document when and where inspections are occurring and what requirements were verified for compliance.

4. Immediately report any safety infractions to the GEC-D/C Project Manager, Construction Engineer, Quality Assurance Manager and the GECP

5. Audit DBA ADP Firm’s processes and procedures based on State’s risk and the ADP Firm’s schedule.

6. Validate that manufactured, off site tested materials have invoices and passing test reports.

7. Provide review for compliance and oversight of the ADP Firm’s Construction Risk Management plan.

DELIVERABLES FOR TASK: Construction Engineering Oversight

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The GEC-D/C shall provide:

1. Daily, inspection results and compliance notes relative. 2. Daily, meeting notes, action notes, and compliance notes on ADP Firm’s

construction books, records, data, and information regarding construction of the Project.

3. Daily, meeting notes, action notes, and compliance notes for construction related work undertaken by the ADP Firm.

4. Weekly, meeting notes, action notes, and compliance notes related to construction progress, schedule projections

5. Weekly variance memoranda of non-compliance’s for risk assessment and the Corrective Actions Plan.

6. NCR reports and Corrective action follow up 7. Owner Verification Inspection Plan 8. Annual Audit Plan, Schedule, Audit Reports, and Corrective Action plan follow up

of ADP Firm’s activities.

N. MATERIALS ENGINEERING AND TESTING

The GEC-D/C shall: 1. Develop Owner Verification Testing Plan and perform OVT field and laboratory

testing in accordance with Quality Assurance Program for Design-Build Projects with an Optional 15-Year Capital Maintenance Agreement (QAP for DB) and under the direction of TxDOT. Testing is based on categories determined in DBA and design plans. a. Testing frequency for Category 1 shall be at least 10% of DBA’s Quality

Assurance test frequency. b. Testing frequency for Category 2 shall be at least quarterly. c. Observation frequency for Category 3 shall be at least annually. d. Startup testing shall be performed as described in the DBA’s PMP Quality

Assurance Plan and the QAP for Design Build project with a 15 year COMA dated May 11, 2010.

e. AASHTO Lab Accreditation (CCRL/AMRL) shall be provided for Category 1 and 2 test methods only. The scope does not include obtaining lab accreditation for other test methods.

2. Enter OVT test data into I2MS system. 3. Enter Quality Assurance data into I2MS system. Scope assumes electronic

Quality Assurance data uploading from ADP Firm into I2MS shall not be possible, all ADP Firm data has to be rekeyed.

4. Perform engineering analysis of QA and OVT test results for failing results, non-validation and verify corrective action is taken.

5. Perform Start up Testing- work in coordination with the Construction Quality Acceptance Firm to align testing personnel, procedures and equipment.

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6. Perform materials engineering analysis

a. Category 1 – Statistical F-t analysis b. Category 2 – Independent Verification c. Category 3 – Observation Verification d. I2MS or similar software shall be made available to the GEC for data analysis

at no cost. No consultation regarding updates to I2MS software is included. 7. Perform investigations where analyses indicate non-verification to determine

causes and recommend testing or construction process improvements. 8. Monitor OV staff, equipment, and laboratory certifications. 9. Prepare Quarterly Materials Validation reports as described in the STATE’s

Quality Assurance Program for Design-Build Projects with an Optional 15-Year Capital Maintenance Agreement (QAP for DB).

The report shall address the following areas. a. Statistical analysis results, to include specification requirements and status of

validation process during start-up and completion of an item b. Non-validation investigation; c. Non-conformance log; d. Engineering judgment log; and e. Engineer’s material certification

10. Perform general materials engineering troubleshooting and consultation. 11. Maintain material logs containing date, sample identification, project number,

description, and remarks. 12. Review Engineering Judgement logs for compliance.

DELIVERABLES FOR TASK: Material Engineering and Testing

The GEC-D/C shall provide:

1. Weekly, meeting notes, action notes 2. Daily test results and compliance notes relative to OVT services. 3. NCR reports and Corrective action follow up 4. Quarterly Material Validation Reports 5. Material Logs

O. PUBLIC INVOLVEMENT OVERSIGHT

As directed, the GEC-D/C shall support and provide required Construction related information to the GECP’s Public Involvement Oversight. The GEC-D/C shall review and comment on the ADP Firm’s Public Involvement and Communications Plan (PICP) when applicable. The GEC-D/C shall make recommendations to the STATE regarding the STATE’s approval of Construction related elements or schedule of the PICP. The focus of the PICP during Construction shall be to maximize public awareness with a key objective of minimizing disruption from the ADP Firm’s construction related activities. When requested, the GEC-D/C

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shall review the ADP Firm’s Project Construction related materials such as newsletters, brochures, flyers, notices and mailers and make recommendations for STATE approval on Construction related subjects only, before they are distributed or otherwise made public.

The ADP Firm shall be the primary point of contact for the public and serve as a clearinghouse for the receipt and address of complaints, correspondence and communications received regarding the project. As described in the DBA/CMA documents, the ADP Firm’s PMP shall include various forms and formulaic language such as standard responses for anticipated public dialogue, all of which shall, when directed, be reviewed and approved by the GEC-D/C.

P. ADDITIONAL DUTIES DURING CONSTRUCTION

The GEC-D/C shall provide oversight to confirm that the ADP Firm is coordinating changes with third parties, stakeholders, utility providers, toll integrators and when applicable the public. The GEC-D/C shall review and provide compliance recommendations to the STATE on design changes necessitated by associated field changes/conditions. The GEC-D/C shall

• Review and audit all material invoices and material certifications. • Monitor On the Job Training, Labor Categories and payroll compliance. • Perform environmental compliance of Best Management Practices and Storm Water

Pollution Protection Systems. • Validate that the ADP Firm’s submittals meet requirements, track and log submittals. • Shall review the ADP Firm’s shop drawings for compliance with applicable requirements.

The GEC-D/C shall: o Log, monitor, and coordinate the contractor’s submittals of fabrication plans,

erection plans, shop drawings, change orders, Material on Hand, time extensions, product and material submittals, and Request for Information (RFI).

o Forward submittals and shop drawings to the appropriate party and verify return of documents.

o Track all shop drawing submittals, review and approvals.

DELIVERABLES FOR TASK: Additional Duties During Construction The GEC-D/C shall provide:

1. Weekly - compliance notes for all shop drawings and provide acceptance on behalf of STATE or corrective actions.

2. Weekly - meeting notes, action notes, and compliance notes for construction aspects of the ADP Firm’s activities.

Q. CHANGE ORDERS, RFI’S, NDC’S AND DESIGN DEVIATIONS

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The GEC-D/C shall:

1. Review potential change orders and request for change proposals submitted by ADP Firm.

2. Review both STATE initiated and ADP Firm requested change orders. 3. Prepare shadow engineering estimates of STATE initiated and ADP Firm requested

change orders. 4. Review and provide compliance recommendations to the STATE regarding RFIs

submitted by the ADP Firm. 5. Review and provide recommendations to the STATE on design deviations submitted by

the ADP Firm. 6. Address RFIs and coordinate resolutions with appropriate parties as directed by the

STATE. 7. Make recommendations for resolution of RFIs and draft necessary correspondence for

resolution of RFIs in a format approved by the STATE.

DELIVERABLES FOR TASK: Change Orders, RFI’s, NDCs and Design Deviations The GEC-D/C shall deliver: 1. Comment logs containing GEC-D/C review comments on potential change orders and

request for change proposals submitted by ADP Firm. 2. Comment logs containing GEC review comments on both STATE initiated and ADP Firm

initiated change orders. 3. Shadow engineering estimates on both STATE initiated and ADP Firm initiated change

orders. 4. Comment logs containing GEC-D/C review comments and compliance recommendations

regarding RFIs submitted by the ADP Firm. 5. Comment logs containing GEC-D/C review comments on design deviations submitted by

the ADP Firm. 6. Weekly – compliance notes for ADP Firm’s RFI’s and designer’s responses.

R. INDEPENDENT ASSURANCE PROGRAM For Projects that the GEC-D/C is not assigned to support design and construction oversight responsibilities, the GEC-D/C may be assigned to perform the Independent Assurance (IA) program. The GEC-D/C shall perform the IA duties listed in and in accordance with Quality Assurance Program for Design-Build Projects with an Optional 15-Year Capital Maintenance Agreement (QAP for DB). This IA program evaluates all sampling and testing procedures, personnel, and equipment used as part of an acceptance decision. The IA program evaluates the qualified sampling and testing personnel and testing equipment and is established using the system approach. The system approach bases frequency of IA activities on time, regardless of the number of tests, quantities of materials, or numbers of projects tested by the

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individual being evaluated. Documentation shall be in accordance with the IA requirements for documentation from the QAP for DB.

The IA Laboratory must meet the qualifications as listed in Appendix H of the QAP for DB

Independent Assurance (IA) Functions The GEC-D/C shall provide material engineering and testing assistance, technical support, and coordination in compliance with the QAP for DB, regarding the following independent assurance (IA) functions for the project:

a) Qualification of materials testing technicians by either TxAPA hot mix and soils/base

certification or ACI concrete certification or by observation and written examination in accordance with the approved project Quality Assurance Program (QAP) for project tests not covered by required TxAPA hot mix and soils/base certifications and ACI concrete certifications.

b) Qualification of materials testing laboratories in accordance with the approved project

QAP, to include verifying availability of testing procedures, verifying availability of required equipment for the scope of testing, verifying equipment calibration records, and verifying that the labs are AASHTO accredited.

c) Conduct annual split or proficiency testing of technicians to satisfy system approach

IA requirements for required tests outside the scope of the STATE-CSTM&P statewide proficiency programs. This shall include making and distributing proficiency samples, conducting split sample testing, analyzing and reporting data, and necessary follow-up actions to ensure resolution of deficiencies.

d) Maintain technician and laboratory qualification records for OV and QA firms in project

I2MS website on an ongoing basis.

e) Reporting all aspects of qualification work performed to the responsible project Engineer and participating laboratories. This includes issuing certificates of qualification to participating laboratories and personnel.

f) Compiling and submit to STATE-CSTM&P the Annual Report of IA Program Results as required by the project QAP.

Upon written notice to proceed with the IA function on any assigned project, the GEC D/C shall mobilize within 5 working days. Sampling will be performed at the project or vendor location.

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DELIVERABLES FOR TASK: Independence Assurance Program The GEC D/C shall provide the following for each assignment as it relates to this task:

1. Monthly progress report 2. Technician and Laboratory qualification records 3. Results of annual split sample/proficiency testing program 4. Annual Report of IA Program Results

S. REFEREE MATERIALS TESTING SERVICES

This contract allows the GEC- D/C to act as a referee materials testing laboratory for the SH 249 Extension Project. The State will notify the GEC-D/C when this service is needed. Referee testing may need to be used if a ADP Firm or DB Contractor and the Independent Engineer performing OV testing for the SH 249 Extension Project were unable to resolve discrepancies between their testing results. Referee Materials Testing Services shall be performed in accordance with the QAP for DB. Upon written notice to proceed with referee testing, the GEC-D/C shall mobilize within 5 working days. Sampling will be performed at the project or vendor location. Testing may be performed at any AASHTO accredited lab. All sampling and testing will be in conformance with the TxDOT Quality Assurance Program for Design-Build Projects with an Optional 15-Year Capital Maintenance Agreement and under the direction of TxDOT and in accordance with the ADP Firm Agreement and Technical Provisions of the specific project. Tests will be started within 48 hours of sampling. Test results will be verbally reported immediately upon completion of the test. Written test results are due to the state within three days of completing the test.

DELIVERABLES FOR TASK: Referee Materials Testing Services The Engineer shall provide the following for each assignment as it relates to this task:

1. Monthly progress report 2. Test results

T. AS-BUILT DOCUMENTS

The GEC-D/C shall confirm that record drawings (as-built drawings) are being developed in accordance with RFIs, Notice of Design Changes and revisions to plans. GEC-D/C shall provide spot checks on the ADP Firm’s record drawings to ensure compliance with the ADP requirements. Responsibility for the accuracy of the record drawings will remain with the ADP Firm.

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DELIVERABLES FOR TASK: As-Built Documents

The GEC-D/C shall deliver: 1. Comment logs containing GEC-D/C comments as to whether ADP Firm’s record

drawings (as-built drawings) are being developed in accordance with RFIs, Notice of Design Changes and revisions to plans.

2. Comment logs containing comments of GEC-D/C’s spot checks on the compliance of the ADP Firm’s record drawings with the ADP requirements.

U. PROJECT CLOSE OUT

The GEC shall perform close out tasks that include • Punch list completion • Certification compliance • Substantial completion compliance • Final Acceptance compliance • Materials Owner Verification Testing Summary Report • Third party approvals compliance • Outstanding Issues/disputes/Claims report • Record drawings and documentation compliance • Close out of files

DELIVERABLES FOR TASK: Project Close Out

The GEC-D/C shall deliver: 1. Completed Punch List 2. Final Compliance Reports 3. Materials OVT Testing Summary Report 4. Outstanding Issues/disputes/Claims report

V. CONSTRUCTION COORDINATION OVERSIGHT OR ACCEPTANCE OF TOLL INTEGRATOR SYSTEMS

The GEC-D/C shall perform all previously listed construction oversight and coordination functions for the ADP Firm’s activities, on the third party installed Toll Integrator System. The GEC-D/C may be required to perform the quality acceptance function as the owner’s representative. This would include inspection and testing at the frequencies normally performed by the Area Engineer’s office. The GEC D/C will coordinate with Toll Operations Division (TOD) and TOD Consultants during the Toll System Integrator Construction Phase.

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DELIVERABLES FOR TASK: Construction Coordination, Oversight or Acceptance of Toll Integrator Systems. The GEC-D/C shall deliver: 1. Compliance Reports 2. Inspection and Testing Plan 3. Meeting Agendas and Minutes 4. Activity Reports 5. Test Results

W. CONSTRUCTION SCHEDULE REVIEWS AND COMPLIANCE VERIFICATION OF ADP FIRM’S SCHEDULE

GEC D/C shall develop and maintain a Project Controls System to oversee the ADP Firm’s schedules and payments. TxDOT shall have access to the system. Include in the system:

1. Project Baseline Schedules (PBS): Analyze the ADP Firm’s PBS for compliance with the

Design Build Agreement including Technical Provisions. Submit a PBS Schedule Review Report addressing: contract compliance, schedule logic, production rates, critical/longest path and resource and cost loading. Provide a recommendation for schedule acceptance, conditional acceptance or rejection.

2. Monthly Schedule Updates: Analyze the ADP Firm’s monthly schedule updates and submit a

Monthly Schedule Update Review Report. Include: a. An analysis of schedule slippage or gains in the previous month’s critical/longest path

and the current updates critical path. b. Oversight of schedule progress certification process by QA firm. c. A schedule and budget variance analysis. d. An analysis of the effects of weather on the construction progress. e. An analysis of changes made to the schedule including but not limited to: changes to

activities, durations, logic, calendars and resource and cost loading. Also analyze changes made to address out of sequence work.

f. Analysis and track issues and provide independent time impact analyses when requested.

3. Schedule Revisions: Analyze ADP Firm’s PBS revisions and provide a recommendation for

acceptance, conditional acceptance or rejection.

4. Time Impact Analyses (TIA): Analysis and track potential delay issues. Provide recommendations as to when to request a TIA from the ADP Firm. Analyze ADP Firm prepared TIA’s in accordance with the scheduling technical provisions and submit a TIA report with a recommendation for disposition. Perform independent TIA’s when needed or when requested by TxDOT and submit a TIA report.

5. Other Scheduling Services

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a. Provide schedule coordination services with adjacent projects and other agencies or

their contractors working within the project site. b. Provide general Primavera scheduling support.

DELIVERABLES FOR TASK: Construction Schedule Reviews and Compliance Verification of ADP Firm’s Schedule The GEC-D/C shall deliver: 1. PBS Schedule Review Report 2. Monthly Schedule Update Review Report 3. Recommendations on Schedule Revisions 4. TIA’s

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Engineering–Engineering__SpecDelwWA.doc Page 1 of 1 Attachment D-1

ATTACHMENT D WORK AUTHORIZATION

D-1 WORK AUTHORIZATION NO. ____

CONTRACT FOR ENGINEERING SERVICES

THIS WORK AUTHORIZATION is made pursuant to the terms and conditions of Article 5 of Engineering Contract No. _________________ (the Contract) entered into by and between the State of Texas, acting by and through the Texas Department of Transportation (the State), and ________________________________ (the Engineer). PART I. The Engineer will perform engineering services generally described as __________________________ in accordance with the project description attached hereto and made a part of this Work Authorization. The responsibilities of the State and the Engineer as well as the work schedule are further detailed in exhibits A, B and C which are attached hereto and made a part of the Work Authorization. PART II. The maximum amount payable under this Work Authorization is $_________________ and the method of payment is ______________________ as set forth in Attachment E of the Contract. This amount is based upon fees set forth in Attachment E, Fee Schedule, of the Contract and the Engineer’s estimated Work Authorization costs included in Exhibit D, Fee Schedule, which is attached and made a part of this Work Authorization. PART III. Payment to the Engineer for the services established under this Work Authorization shall be made in accordance with Articles 3 thru 5 of the contract, and Attachment A, Article 1. PART IV. This Work Authorization shall become effective on the date of final acceptance of the parties hereto and shall terminate on ___________, unless extended by a supplemental Work Authorization as provided in Attachment A, Article 1. PART V. This Work Authorization does not waive the parties' responsibilities and obligations provided under the Contract. IN WITNESS WHEREOF, this Work Authorization is executed in duplicate counterparts and hereby accepted and acknowledged below. THE ENGINEER THE STATE OF TEXAS

______________________________ ______________________________ (Signature) (Signature) ______________________________ ______________________________ (Printed Name) (Printed Name) ______________________________ ______________________________ (Title) (Title) ______________________________ ______________________________ (Date) (Date) LIST OF EXHIBITS Exhibit A Services to be provided by the State Exhibit B Services to be provided by the Engineer Exhibit C Work Schedule Exhibit D Fee Schedule/Budget Exhibit H-2 Subprovider Monitoring System Commitment Agreement

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ATTACHMENT D D-2

SUPPLEMENTAL WORK AUTHORIZATION NO. ____ WORK AUTHORIZATION NO. ____

CONTRACT FOR ENGINEERING SERVICES THIS SUPPLEMENTAL WORK AUTHORIZATION is made pursuant to the terms and conditions of Article 5 Contract No. __________________ hereinafter identified as the “Contract,” entered into by and between the State of Texas, acting by and through the Texas Department of Transportation (the State), and _______________________________ (the Engineer). The following terms and conditions of Work Authorization No. ____ are hereby amended as follows: This Supplemental Work Authorization shall become effective on the date of final execution of the parties hereto. All other terms and conditions of Work Authorization No. ____ not hereby amended are to remain in full force and effect. IN WITNESS WHEREOF, this Supplemental Work Authorization is executed in duplicate counterparts and hereby accepted and acknowledged below. THE ENGINEER THE STATE OF TEXAS

______________________________ ______________________________ (Signature) (Signature) ______________________________ ______________________________ (Printed Name) (Printed Name) ______________________________ ______________________________ (Title) (Title) ______________________________ ______________________________ (Date) (Date)

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Engineering–Engineering__SpecDelwWA.doc Page 1 of 34 Attachment E

ATTACHMENT E FEE SCHEDULE

(Final Cost Proposal) This attachment provides the basis of payment and fee schedule. The basis of payment for this contract is indicated by an “X” in the applicable box. The basis shall be supported by the Final Cost Proposal (FCP) shown below. If more than one basis of payment is used, each one must be supported by a separate FCP.

“X” Basis ____

Lump Sum

The lump sum shall be equal to the maximum amount payable. The lump sum includes all direct and indirect costs and profit. The Engineer shall be paid pro rata based on the percentage of work completed. For payment the Engineer is not required to provide evidence of actual hours worked, travel, overhead rates or other evidence of cost, but must submit billing information in a form acceptable to the State as required by Article 4 A & B including classifying work, partial or completed, according to the Table of Deliverables.

X

Unit Cost

The unit cost(s) for each type of unit and number of units are shown in the FCP. The unit cost includes all direct and indirect costs and profit. The Engineer shall be paid based on the type and number of units fully completed and the respective unit cost. For payment, the Engineer is not required to provide evidence of actual hours worked, travel, overhead rates or any other cost data. The FCP may include special items, such as equipment which are not included in the unit costs. Documentation of these special costs may be required. The maximum amount payable equals the total of all units times their respective unit cost plus any special direct items shown.

X

Specified Rate Basis

The specified rates for each type of labor are shown in the FCP below. The FCP may include special items, such as equipment which are not included in the specified rates. Payment shall be based on the actual hours worked multiplied by the specified rate for each type of labor plus other agreed to special direct cost items. The specified rate includes direct labor and indirect cost and profit. The State may request documentation of reimbursable direct costs including hours worked. Documentation of special item costs may be required. The specified rate is not subject to audit.

____

Cost Plus Fixed Fee

Payment shall be based on direct and indirect costs incurred plus a pro rata share of the fixed fee based on the ratio of labor and overhead cost incurred to total estimated labor and overhead cost in the FCP or the percentage of work completed. The invoice must itemize labor rates, hours worked, other direct costs and indirect costs. The Engineer may be required to provide documentation of hours worked and any eligible direct costs claimed. The provisional overhead rate charged is subject to audit and adjustment to actual rates incurred. The FCP below shows the hourly rates for labor, other direct expenses including but not limited to travel and allowable materials, provisional overhead rate and the fixed fee.

__A. Actual Cost Plus Fixed Fee - Actual wages are paid (no minimum, no maximum. This option does not apply to Indefinite Deliverable Contracts.)

__B. Range of Cost Plus Fixed Fee – Actual wages must be within the allowable range shown on the Final Cost Proposal.

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ATTACHMENT E – FEE SCHEDULE

Final Cost Proposal (FCP) Supporting Basis of Payment * The MAXIMUM AMOUNT PAYABLE is $15,317,572.63. The maximum amount payable is based on the following data and calculations: The contract rate billed to the State for a particular employee of the Engineer or its subprovider may not receive more than one promotion to a higher classification within a twenty-four (24) month period. **Overtime (OT) will only be allowed for field services involving inspection and testing. Prior to Working Premium OT (time and half), the provider must obtain written approval from the State’s Project Manager (PM). Only straight overtime will be paid without prior approval from the State. For Invoicing purposes, an e-mail approval from the State’s PM will serve as adequate documentation to Support Premium OT. The following staffing positions below may be considered for OT: Senior Construction Inspector Structural Inspector Inspector I, II and III Utility Inspector Senior Engineer Tech (QA testing HMA and concrete) Engineer Tech (QA testing HMA and concrete) * The maximum amount payable must be based on the contract scope. The work authorization fee schedules will be derived from this attachment. ** The maximum amount payable will not be adjusted to include premium OT as the Engineer should manage this use of this OT carefully.

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Page 3 of 33 Attachment E

PRIME PROVIDER NAME:

LABOR/STAFF CLASSIFICATION YEARS OF EXPERIENCE

HOURLY BASE RATE

HOURLY CONTRACT RATE

OFFICE PERSONNEL:Program Manager 20+ $90.00 $229.11 Deputy Program Manager 15+ $77.00 $196.01 Project Engineer 10 to 15 $50.00 $127.28 Design Engineer 5 to 10 $45.32 $115.37 Senior Task Manager 20+ $52.00 $132.37 Assistant Task Manager 15 to 20 $47.00 $119.64 Senior Operations & Maintenance Engineer 15+ $55.00 $140.01 Quality Manager 15+ $67.00 $170.56 Senior Advisor 25+ $73.00 $185.83 Senior Engineer 20+ $72.00 $183.28 Project Engineer 5 to 10 $50.00 $127.28 Design Engineer 5 to 10 $45.00 $114.55 Engineer-In-Training 1 to 5 $33.99 $86.53 Senior Tolls Specialist 15+ $74.00 $188.38 Toll Specialist II 10 to 15 $58.00 $147.65 Senior Scheduler 15+ $64.63 $164.52 Scheduler IV 10 to 15 $55.62 $141.59 Scheduler III 5 to 10 $49.29 $125.47 Scheduler I/11 1 to 5 $46.35 $117.99 Senior Cost Estimator 20+ $75.00 $190.92 Cost Estimator 10 to 20 $50.00 $127.28 Senior Engineer Tech 15+ $38.00 $96.73 Engineer Tech 5 to 15 $30.90 $78.66 Junior Engineer Tech 1 to 5 $23.00 $58.55 Senior CADD Operator 15+ $33.90 $86.30 CADD Operator 5 to 15 $26.50 $67.46 Junior CADD Operator 1 to 5 $23.00 $58.55 Senior Environmental / Planner 15+ $59.00 $150.19 Environmental / Planner IV 10 to 15 $51.50 $131.10 Environmental / Planner III 5 to 10 $41.50 $105.64 Senior T&R Task Manager 15+ $73.00 $185.83 Senior T&R Specialist 10+ $52.00 $132.37 Traffic Modeler III 20+ $63.50 $161.65 Traffic Modeler II 10 to 20 $52.00 $132.37 Program Controls Manager 10 to 20 $72.00 $183.28 Contract Manager III 10+ $40.50 $103.10 Contract Manager II 5+ $37.50 $95.46 Admin/Clerical I 5 to 10 $22.66 $57.68 Resident Engineer 15+ $66.62 $169.59 Field Engineer 5 to 10 $45.32 $115.37 Records Keeper $32.96 $83.90 Sr Utilities Coordinator $51.50 $131.10 Utilities Coordinator $41.20 $104.88 Sr. Utilities Field Inspector $36.80 $93.68 Utility Engineer $46.00 $117.10 Utility Field Inspector $30.90 $78.66 Environmental Inspector $33.50 $85.28 Structural Engineer $69.00 $175.65 FIELD PERSONNEL:Engineer Tech: TX APA HMA Level 1-B Cert $27.50 $70.00 Engineer Tech: ACI Field Testing Grade 1 Cert $27.50 $70.00 Engineer-In-Training 1 to 5 $33.99 $86.53 Construction Engineer 5 to 10 $80.00 $203.65 Resident Engineer 15+ $68.00 $173.10 Construction Manager 20+ $55.00 $140.01 Sr. Utilities Field Inspector $36.80 $93.68 Utilities Field Inspector $30.90 $78.66 Structural Inspector 5 to 15 $46.00 $117.10 Sr. Construction Inspector 15+ $45.00 $114.55 Construction Inspector III 10 to 15 $41.00 $104.37 Construction Inspector II 5 to 10 $34.00 $86.55 Construction Inspector I 1 to 5 $30.00 $76.37 INDIRECT COST RATE (OFFICE): 131.42% INDIRECT COST RATE (FIELD): 131.42%PROFIT RATE: 10.0%

All rates are negotiated rates and are not subject to change or adjustment.

ATTACHMENT E- FEE SCHEDULESPECIFIED RATE PAYMENT BASIS

SAM-CONSTRUCTION SERVICES, LLC

DIRECT LABOR

Contract rates include labor, overhead, and profit.

Specified Rate Payment Basis - Contract rates to be billed. Documentation of hours must be maintained and is subject to audit.

Lump Sum Payment Basis - Invoice by deliverable, according to the TOD. A copy of the TOD shall be included with each Invoice Package and is payable by each deliverable and line item as identified in the TOD. Partial payments of line item are not allowed. Documentation of hours worked is not required.

Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Legacy Contract No. 12-7SDP5045PeopleSoft Contract No. 7384

Page 4 of 33 Attachment E

SUBPROVIDER NAME:

LABOR/STAFF CLASSIFICATION YEARS OF EXPERIENCE HOURLY BASE RATE

HOURLY CONTRACT RATE

OFFICE PERSONNEL:Deputy Program Manager 10 to 20 $78.00 $212.63 Project Manager 15+ $78.00 $212.63 Project Engineer 10 to 15 $50.00 $136.30 Design Engineer 10 to 15 $44.00 $119.94 Senior Task Manager 20+ $52.00 $141.75 Assistant Task Manager 15 to 20 $40.00 $109.04 Senior Operations & Maintenance Engineer 15+ $55.00 $149.93 Quality Manager 15+ $66.00 $179.92 Senior Advisor 25+ $73.00 $199.00 Senior Engineer 20+ $62.00 $169.01 Project Engineer 10 to 20 $49.44 $134.77 Design Engineer 5 to 10 $39.50 $107.68 Engineer-In-Training 1 to 5 $32.00 $87.23 Senior Tolls Specialist 15+ $74.00 $201.73 Toll Specialist II 10 to 15 $57.00 $155.38 Senior Scheduler 15+ $62.00 $169.01 Scheduler IV 10 to 15 $54.00 $147.21 Scheduler III 5 to 10 $48.00 $130.85 Scheduler I/11 1 to 5 $41.00 $111.77 Senior Cost Estimator 20+ $76.00 $207.18 Cost Estimator 10 to 20 $47.00 $128.12 Senior Engineer Tech 15+ $36.50 $99.50 Engineer Tech 5 to 15 $28.50 $77.69 Junior Engineer Tech 1 to 5 $21.50 $58.61 Senior CADD Operator 15+ $32.00 $87.23 CADD Operator 5 to 15 $25.50 $69.51 Junior CADD Operator 1 to 5 $22.00 $59.97 Senior Environmental / Planner 15+ $56.00 $152.66 Environmental / Planner IV 10 to 15 $47.00 $128.12 Environmental / Planner III 5 to 10 $38.30 $104.41 Senior T&R Task Manager 15+ $78.00 $212.63 Senior T&R Specialist 10+ $50.00 $136.30 Traffic Modeler III 20+ $65.00 $177.19 Traffic Modeler II 10 to 20 $50.00 $136.30 Program Controls Manager 10 to 20 $73.00 $199.00 Contract Manager III 10+ $39.00 $106.31 Contract Manager II 5+ $34.00 $92.68 Admin/Clerical I 5 to 10 $23.00 $62.70 Resident Engineer 15+ $66.00 $179.92 Field Engineer 5 to 10 $45.32 $123.54 Records Keeper $32.96 $89.85 Senior Public Involvement Officer 15+ $52.00 $141.75 Public Involvement Officer 5 to 15 $42.00 $114.49 Senior Public Involvement Specialist 15+ $39.78 $108.44 Public Involvement Specialist 5 to 15 $34.00 $92.68 Junior Public Involvement Specialist 1 to 5 $25.00 $68.15 Sr Utilities Coordinator $51.50 $140.39 Utilities Coordinator $38.00 $103.59 Sr. Utilities Field Inspector $35.40 $96.50 Utility Engineer $43.00 $117.22 Utility Field Inspector $29.00 $79.05 Senior Geologist 15+ $43.00 $117.22 Geologist 5 to 15 $29.00 $79.05 Geologist-In-Training 1 to 5 $22.00 $59.97 Supervising Senior Ecologist 15+ $48.00 $130.85 Senior Ecologist/Scientist 15+ $43.26 $117.93 Ecologist/Scientist 5 to 15 $30.00 $81.78 Junior Ecologist/Scientist 1 to 5 $26.00 $70.88 Senior Environmental Planner 15+ $56.00 $152.66 Environmental Planner IV 10 to 15 $47.00 $128.12 Senior Environmental Specialist 15+ $50.00 $136.30 Environmental Specialist 5 to 15 $38.00 $103.59 Junior Environmental Specialist 1 to 5 $28.33 $77.23 Senior Environmental Scientist 15+ $51.00 $139.03 Environmental Scientist IV 10 to 15 $40.00 $109.04 Environmental Scientist III 5 to 10 $33.00 $89.96 Environmental Scientist I/II 1 to 5 $27.00 $73.60 Environmental Inspector $31.96 $87.12 Senior Biologist 15+ $44.00 $119.94 Biologist IV 10 to 15 $37.00 $100.86 Biologist III 5 to 10 $28.00 $76.33 Biologist I/II 1 to 5 $26.00 $70.88 Senior Archeologist-Principal Investigator 15+ $41.40 $112.86 Archeologist IV 10 to 15 $40.00 $109.04 Archeologist III 5 to 10 $30.00 $81.78 Archeologist I/II 1 to 5 $25.00 $68.15 Senior Field Tech (Envrionmental, Biological, Archeological) 15+ $22.00 $59.97 Field Tech (Envrionmental, Biological, Archeological) 5 to 15 $18.00 $49.07 Senior Historian 15+ $38.00 $103.59 Historian IV 10 to 15 $32.52 $88.65 Historian III 5 to 10 $31.00 $84.51 Historian I/II 1 to 5 $25.60 $69.79 Senior Architectural Historian 15+ $37.00 $100.86 Architectural Historian 5 to 15 $33.99 $92.66 Sr ROW Agent 15+ $56.00 $152.66 ROW Agent 5 to 10 $31.00 $84.51 Appraiser $48.00 $130.85 Structural Engineer 5 to 10 $69.00 $188.10

ATTACHMENT E- FEE SCHEDULESPECIFIED RATE PAYMENT BASIS

ATKINS NORTH AMERICA, INC.

DIRECT LABOR

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Legacy Contract No. 12-7SDP5045PeopleSoft Contract No. 7384

Page 5 of 33 Attachment E

SUBPROVIDER NAME:

LABOR/STAFF CLASSIFICATION YEARS OF EXPERIENCE HOURLY BASE RATE

HOURLY CONTRACT RATE

ATTACHMENT E- FEE SCHEDULESPECIFIED RATE PAYMENT BASIS

ATKINS NORTH AMERICA, INC.

DIRECT LABOR

FIELD PERSONNEL:Project Manager 15+ $78.00 $189.28 Project Engineer 15+ $50.00 $121.34 Design Engineer 10 to 20 $44.00 $106.78 Senior Task Manager 20+ $52.00 $126.19 Assistant Task Manager 15 to 20 $40.00 $97.07 Senior Operations & Maintenance Engineer 15+ $55.00 $133.47 Quality Manager 15+ $66.00 $160.16 Senior Advisor 25+ $73.00 $177.15 Senior Engineer 20+ $62.00 $150.46 Project Engineer 10 to 20 $49.44 $119.98 Design Engineer 5 to 10 $39.00 $94.64 Engineer-In-Training 1 to 5 $32.00 $77.65 Senior Tolls Specialist 15+ $74.00 $179.58 Toll Specialist II 10 to 15 $57.00 $138.32 Senior Scheduler 15+ $62.00 $150.46 Scheduler IV 10 to 15 $54.00 $131.04 Scheduler III 5 to 10 $48.00 $116.48 Scheduler I/11 1 to 5 $41.00 $99.50 Senior Cost Estimator 20+ $76.00 $184.43 Cost Estimator 10 to 20 $47.00 $114.06 Senior Engineer Tech 15+ $36.50 $88.57 Engineer Tech 5 to 15 $28.50 $69.16 Junior Engineer Tech 1 to 5 $21.50 $52.17 Senior CADD Operator 15+ $32.00 $77.65 CADD Operator 5 to 15 $25.50 $61.88 Junior CADD Operator 1 to 5 $22.00 $53.39 Senior Environmental / Planner 15+ $56.00 $135.90 Environmental / Planner IV 10 to 15 $47.00 $114.06 Environmental / Planner III 5 to 10 $38.30 $92.94 Senior T&R Task Manager 15+ $78.00 $189.28 Senior T&R Specialist 10+ $50.00 $121.34 Traffic Modeler III 20+ $65.00 $157.74 Traffic Modeler II 10 to 20 $50.00 $121.34 Program Controls Manager 10 to 20 $73.00 $177.15 Contract Manager III 10+ $39.00 $94.64 Contract Manager II 5+ $34.00 $82.51 Admin/Clerical I 5 to 10 $23.00 $55.81 Resident Engineer 15+ $66.00 $160.16 Field Engineer 5 to 10 $45.32 $109.98 Records Keeper $32.96 $79.98 Senior Public Involvement Officer 15+ $52.00 $126.19 Public Involvement Officer 5 to 15 $42.00 $101.92 Senior Public Involvement Specialist 15+ $39.78 $96.53 Public Involvement Specialist 5 to 15 $34.00 $82.51 Junior Public Involvement Specialist 1 to 5 $25.00 $60.67 Sr Utilities Coordinator 15+ $51.50 $124.98 Utilities Coordinator 5 to 15 $38.00 $92.21 Sr. Utilities Field Inspector 15+ $35.40 $85.91 Utility Engineer $43.00 $104.35 Utility Field Inspector $29.00 $70.37 Senior Geologist 15+ $43.00 $104.35 Geologist 5 to 15 $29.00 $70.37 Geologist-In-Training 1 to 5 $22.00 $53.39 Supervising Senior Ecologist 15+ $48.00 $116.48 Senior Ecologist/Scientist 15+ $43.26 $104.98 Ecologist/Scientist 5 to 15 $30.00 $72.80 Junior Ecologist/Scientist 1 to 5 $26.00 $63.09 Senior Environmental Planner 15+ $56.00 $135.90 Environmental Planner IV 10 to 15 $47.00 $114.06 Senior Environmental Specialist 15+ $50.00 $121.34 Environmental Specialist 5 to 15 $38.00 $92.21 Junior Environmental Specialist 1 to 5 $28.33 $68.75 Senior Environmental Scientist 15+ $51.00 $123.76 Environmental Scientist IV 10 to 15 $40.00 $97.07 Environmental Scientist III 5 to 10 $33.00 $80.08 Environmental Scientist I/II 1 to 5 $27.00 $65.52 Environmental Inspector $31.96 $77.56 Senior Biologist 15+ $44.00 $106.78 Biologist IV 10 to 15 $37.00 $89.79 Biologist III 5 to 10 $28.00 $67.95 Biologist I/II 1 to 5 $26.00 $63.09 Senior Archeologist-Principal Investigator 15+ $41.40 $100.47 Archeologist IV 10 to 15 $40.00 $97.07 Archeologist III 5 to 10 $30.00 $72.80 Archeologist I/II 1 to 5 $25.00 $60.67 Senior Field Tech (Envrionmental, Biological, Archeological) 15+ $22.00 $53.39 Field Tech (Envrionmental, Biological, Archeological) 5 to 15 $18.00 $43.68 Senior Historian 15+ $38.00 $92.21 Historian IV 10 to 15 $32.52 $78.92 Historian III 5 to 10 $31.00 $75.23 Historian I/II 1 to 5 $25.60 $62.12 Senior Architectural Historian 15+ $37.00 $89.79 Architectural Historian 5 to 15 $33.99 $82.48 Sr ROW Agent 15+ $56.00 $135.90 ROW Agent 5 to 10 $31.00 $75.23 Appraiser $48.00 $116.48 Structural Engineer $69.00 $167.44 Structural Inspector 5 to 15 $41.40 $100.47 Sr. Construction Inspector 15+ $44.00 $106.78 Construction Inspector III 10 to 15 $36.80 $89.30 Construction Inspector II 5 to 10 $32.00 $77.65 Construction Inspector I 1 to 5 $27.60 $66.98 INDIRECT COST RATE (OFFICE): 147.82% INDIRECT COST RATE (FIELD): 120.61%PROFIT RATE: 10.0%

All rates are negotiated rates and are not subject to change or adjustment.

Contract rates include labor, overhead, and profit.

Specified Rate Payment Basis - Contract rates to be billed. Documentation of hours must be maintained and is subject to audit.

Lump Sum Payment Basis - Invoice by deliverable, according to the TOD. A copy of the TOD shall be included with each Invoice Package and is payable by each deliverable and line item as identified in the TOD. Partial payments of line item are not allowed. Documentation of hours worked is not required.

Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Legacy Contract No. 12-7SDP5045PeopleSoft Contract No. 7384

Page 6 of 33 Attachment E

SUBPROVIDER NAME:

LABOR/STAFF CLASSIFICATION YEARS OF EXPERIENCE

HOURLY CONTRACT RATE

Project Manager 15+ $158.44Senior Task Manager 20+ $121.88Assistant Task Manager 15 to 20 $109.69Quality Manager 15+ $156.92Senior Advisor 25+ $178.25Senior CADD Operator 15+ $88.36CADD Operator 5 to 15 $70.08Senior Environmental / Planner 15+ $121.88Environmental / Planner IV 10 to 15 $112.74Environmental / Planner III 5 to 10 $97.50Admin/Clerical I 5 to 10 $57.89Senior Public Involvement Officer 15+ $108.96Public Involvement Officer 5 to 15 $99.88Senior Public Involvement Specialist 15+ $99.88Public Involvement Specialist 5 to 15 $82.27Junior Public Involvement Specialist 1 to 5 $65.91Supervising Senior Ecologist 15+ $118.83Senior Ecologist/Scientist 15+ $115.79Ecologist/Scientist 5 to 15 $91.38Junior Ecologist/Scientist 1 to 5 $79.22Senior Environmental Planner 15+ $121.88Environmental Planner IV 10 to 15 $112.13Senior Environmental Specialist 15+ $112.13Environmental Specialist 5 to 15 $91.41Junior Environmental Specialist 1 to 5 $78.46Senior Environmental Scientist 15+ $127.97Environmental Scientist IV 10 to 15 $109.69Environmental Scientist III 5 to 10 $94.46Environmental Scientist I/II 1 to 5 $80.56Environmental Inspector 5 to 15 $94.46Senior Biologist 15+ $94.46Biologist IV 10 to 15 $88.36Biologist III 5 to 10 $79.22Biologist I/II 1 to 5 $67.49Senior Archeologist-Principal Investigator 15+ $100.55Archeologist IV 10 to 15 $97.50Archeologist III 5 to 10 $76.18Archeologist I/II 1 to 5 $63.99Senior Field Tech (Envrionmental, Biological, Archeological) 15+ $67.03Field Tech (Envrionmental, Biological, Archeological) 5 to 15 $57.89Senior Historian 15+ $97.50Historian IV 10 to 15 $88.36Historian III 5 to 10 $76.18Historian I/II 1 to 5 $63.99Senior Architectural Historian 15+ $100.55Architectural Historian 5 to 15 $97.50Senior Environmental Inspector 15+ $97.50PROFIT RATE: 10.0%

Contract rates include labor, overhead, and profit.

All rates are negotiated rates and are not subject to change or adjustment.

Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization.

ATTACHMENT E - FEE SCHEDULESPECIFIED RATE PAYMENT BASIS

HICKS AND COMPANY ENVIRONMENTAL/ARCHEOLOGICAL

DIRECT LABOR

Specified Rate Payment Basis - Contract rates to be billed. Documentation of hours must be maintained and is subject to audit.

Lump Sum Payment Basis - Invoice by deliverable, according to the TOD. A copy of the TOD shall be included with each Invoice Package and is payable by each deliverable and line item as identified in the TOD. Partial payments of line item are not allowed. Documentation of hours worked is not required.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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LEGACY CONTRACT NO: 12-7SDP5045PEOPLESOFT CONTRACT NO: 7384

Page 7 of 33 Attachment E

SUBPROVIDER NAME:

LABOR/STAFF CLASSIFICATION YEARS OF EXPERIENCE

HOURLY BASE RATE

HOURLY CONTRACT RATE

OFFICE PERSONNEL:Project Manager 10 to 20 $68.00 $201.01 Design Engineer 10 to 20 $52.00 $153.71 Quality Manager 15+ $55.00 $162.58 Laboratory Manager 15+ $51.00 $150.76 Senior Engineer 20+ $61.80 $182.68 Project Engineer 10 to 15 $48.00 $141.89 Design Engineer 5 to 10 $41.20 $121.79 Engineer-In-Training 1 to 5 $32.00 $94.59 Senior Engineer Tech 15+ $34.00 $100.51 Engineer Tech 5 to 15 $27.50 $81.29 Junior Engineer Tech 1 to 5 $20.50 $60.60 Senior CADD Operator 15+ $30.50 $90.16 CADD Operator 5 to 15 $24.00 $70.94 Admin/Clerical I 5 to 10 $21.50 $63.55 Senior Geologist 15+ $40.00 $118.24 Geologist 5 to 15 $32.00 $94.59 Geologist-In-Training 1 to 5 $21.00 $62.08 FIELD PERSONNEL:Engineer Tech: TX APA HMA Level 1-A Cert* $26.50 $66.52 Engineer Tech: TX APA HMA Level 1-B Cert* $26.50 $66.52 Engineer Tech: TX APA HMA Level 2 Cert* $28.50 $71.54 Engineer Tech: TX APA SB 101 Cert* $24.00 $60.25 Engineer Tech: TX APA SB 102 Cert* $24.00 $60.25 Engineer Tech: TX APA SB 103 Cert* $24.00 $60.25 Engineer Tech: TX APA SB 201 Cert* $27.50 $69.03 Engineer Tech: TX APA SB 202 Cert* $27.50 $69.03 Engineer Tech: ACI Field Testing Grade 1 Cert* $24.00 $60.25 Engineer Tech: ACI Concrete Strength Testing Cert* $24.00 $60.25 Engineer Tech: ACI Concrete Lab Testing Level 1 Cert* $21.50 $53.97 Field Tech: Collect Samples at Field and TxDOT Labs $21.50 $53.97 Field Tech: Collect Haul Tickets $21.50 $53.97 INDIRECT COST RATE (OFFICE): 168.73% INDIRECT COST RATE (FIELD): 128.21%PROFIT RATE: 10.0%

*Hourly Rates Include Tests Tex-146E, Tex-115E, Tex-140E, Tex-101E, Tex-423A, Tex-415A, Tex-416A, Tex-400A, Tex-243F, Tex-207F, Tex-244F, Tex-246F and Tex-500X

All rates are negotiated rates and are not subject to change or adjustment.

ATTACHMENT E- FEE SCHEDULESPECIFIED RATE PAYMENT BASIS

HVJ ASSOCIATES, INC.

DIRECT LABOR

Contract rates include labor, overhead, and profit.

Specified Rate Payment Basis - Contract rates to be billed. Documentation of hours must be maintained and is subject to audit.

Lump Sum Payment Basis - Invoice by deliverable, according to the TOD. A copy of the TOD shall be included with each Invoice Package and is payable by each deliverable and line item as identified in the TOD. Partial payments of line item are not allowed. Documentation of hours worked is not required.

Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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LEGACY CONTRACT NO: 12-7SDP5045PEOPLESOFT CONTRACT NO: 7384

Page 8 of 33 Attachment E

SUBPROVIDER NAME:

LABOR/STAFF CLASSIFICATION YEARS OF EXPERIENCE

HOURLY BASE RATE

HOURLY CONTRACT RATE

OFFICE PERSONNEL:Project Engineer 15+ $56.00 $173.06 Design Engineer 10 to 20 $56.00 $173.06 Senior Task Manager 20+ $51.00 $157.61 Assistant Task Manager 15 to 20 $40.00 $123.61 Senior Operations & Maintenance Engineer 15+ $55.00 $169.97 Quality Manager 15+ $55.00 $169.97 Senior Advisor 25+ $67.00 $207.05 Senior Engineer 20+ $59.00 $182.33 Project Engineer 5 to 10 $45.00 $139.07 Design Engineer 5 to 10 $41.00 $126.70 Engineer-In-Training 1 to 5 $30.00 $92.71 Senior Engineer Tech 15+ $32.00 $98.89 Engineer Tech 5 to 15 $26.00 $80.35 Junior Engineer Tech 1 to 5 $23.00 $71.08 Senior CADD Operator 15+ $31.00 $95.80 CADD Operator 5 to 15 $25.00 $77.26 Admin/Clerical I 5 to 10 $20.00 $61.81 Resident Engineer 15+ $58.00 $179.24 Field Engineer 5 to 10 $39.00 $120.52 Records Keeper $29.00 $89.62 Sr. Utilities Field Inspector $35.00 $108.16 Utility Engineer $41.00 $126.70 Utility Field Inspector $36.00 $111.25 Senior Geologist 15+ $38.00 $117.43 Geologist 5 to 15 $32.00 $98.89 Supervising Senior Ecologist 15+ $43.00 $132.88 Senior Ecologist/Scientist 15+ $39.00 $120.52 Ecologist/Scientist 5 to 15 $35.00 $108.16 Junior Ecologist/Scientist 1 to 5 $25.50 $78.80 Senior Environmental Planner 15+ $53.00 $163.79 Environmental Planner IV 10 to 15 $44.00 $135.97 Senior Environmental Specialist 15+ $51.00 $157.61 Environmental Specialist 5 to 15 $39.00 $120.52 Junior Environmental Specialist 1 to 5 $25.00 $77.26 Senior Environmental Scientist 15+ $50.00 $154.52 Environmental Scientist IV 10 to 15 $41.00 $126.70 Environmental Scientist III 5 to 10 $35.60 $110.02 Environmental Scientist I/II 1 to 5 $27.00 $83.44 Environmental Inspector $28.00 $86.53 Senior Biologist 15+ $40.00 $123.61 Biologist IV 10 to 15 $31.00 $95.80 Biologist III 5 to 10 $30.00 $92.71 Biologist I/II 1 to 5 $26.00 $80.35 FIELD PERSONNEL:Sturctural Inspector 5 to 15 $44.00 $114.30 Sr. Construction Inspector 15+ $43.00 $111.70 Construction Inspector III 10 to 15 $36.00 $93.52 Construction Inspector II 5 to 10 $33.00 $85.73 Construction Inspector I 1 to 5 $29.00 $75.34 INDIRECT COST RATE (OFFICE): 180.94% INDIRECT COST RATE (FIELD): 136.16%PROFIT RATE: 10.0%

All rates are negotiated rates and are not subject to change or adjustment.

ATTACHMENT E- FEE SCHEDULESPECIFIED RATE PAYMENT BASIS

VRX INC.

DIRECT LABOR

Contract rates include labor, overhead, and profit.

Specified Rate Payment Basis - Contract rates to be billed. Documentation of hours must be maintained and is subject to audit.

Lump Sum Payment Basis - Invoice by deliverable, according to the TOD. A copy of the TOD shall be included with each Invoice Package and is payable by each deliverable and line item as identified in the TOD. Partial payments of line item are not allowed. Documentation of hours worked is not required.

Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 75: Work Authorizations Used Contract No

LEGACY CONTRACT NO: 12-7SDP5045PEOPLESOFT CONTRACT NO: 7384

Page 9 of 33 Attachment E

SUBPROVIDER NAME:

LABOR/STAFF CLASSIFICATION YEARS OF EXPERIENCE

HOURLY BASE RATE

HOURLY CONTRACT RATE

OFFICE PERSONNEL:RPLS - Project Manager 15+ $48.00 $144.99 Licensed State Land Surveyor 10+ $46.50 $140.46 RPLS - Task Leader 10 to 15 $41.00 $123.85 Senior Survey Tech (Must be Surveyor in Training (SIT), or have a minimum of five year's surveying experience) 5 to 10 $30.00 $90.62

Survey Tech 1 to 5 $26.00 $78.54 Field Coordinator $28.90 $87.30 Senior GIS Operator $28.90 $87.30 GIS Operator $26.50 $80.05 GIS Technician $24.50 $74.01 Abstractor (Property Deed Researcher, Courthouse or Internet research) $24.00 $72.50

Admin/Clerical I $20.00 $60.41 Project Coordinator - Mobile LiDAR $44.00 $132.91 Mobile LiDAR Processing Technician $32.00 $96.66 Project Coordinator - AM $45.00 $135.93 Certified Photogrammetrist $40.00 $120.83 Analytical Triangulation Specialist $32.00 $96.66 Aerial Mapping Technician $32.00 $96.66 Orthophoto Specialist $32.00 $96.66 Mapping Editor (includes QA/QC, Finishing, & Finalization) $26.50 $80.05 Aerial Office Technician $26.00 $78.54 Project Coordinator - AP $35.00 $105.72 Aerial Processing Technician $30.00 $90.62 Project Coordinator - FWAL $41.00 $123.85 Airborne LiDAR Processing Technician $31.00 $93.64 Project Coordinator - HAL $41.00 $123.85 Helicopter LiDAR Processing Technician $33.00 $99.68 LiDAR Mobile Mapping System Technician $33.00 $99.68 FIELD PERSONNEL:LiDAR Fixed Wing Aircraft Pilot $38.00 $98.64 LiDAR Fixed Wing Aircraft Camera/LiDAR Operator, $37.50 $97.34 Helicopter Flight Aircraft Pilot $38.00 $98.64 Helicopter Flight LiDAR Operator $37.00 $96.04 Party Chief $24.50 $63.60 Instrument Operator $15.00 $38.94 Rod Man $10.50 $27.26 INDIRECT COST RATE (OFFICE): 174.61% INDIRECT COST RATE (FIELD): 135.98%PROFIT RATE: 10.0%

All rates are negotiated rates and are not subject to change or adjustment.

ATTACHMENT E- FEE SCHEDULESPECIFIED RATE PAYMENT BASIS

SURVEYING AND MAPPING, LLC

DIRECT LABOR

Contract rates include labor, overhead, and profit.

Specified Rate Payment Basis - Contract rates to be billed. Documentation of hours must be maintained and is subject to audit.

Lump Sum Payment Basis - Invoice by deliverable, according to the TOD. A copy of the TOD shall be included with each Invoice Package and is payable by each deliverable and line item as identified in the TOD. Partial payments of line item are not allowed. Documentation of hours worked is not required.

Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization.

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Page 10 of 33 Attachment E

SUBPROVIDER NAME:

SERVICES TO BE PROVIDED UNIT COST

1 - Person Survey Crew (GPS and Robotic Total Stations included in indirect cost rate. Mileage not included.) hour $95.00

2 - Person Survey Crew (GPS and Robotic Total Stations included in indirect cost rate. Mileage not included.) hour $144.00

3 - Person Survey Crew (GPS and Robotic Total Stations included in indirect cost rate. Mileage not included.) hour $170.00

Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization.

ATTACHMENT E- FEE SCHEDULE

UNIT COST PAYMENT BASIS

SURVEYING AND MAPPING, LLC

The unit costs shown include labor, overhead, and profit. Payment based on units completed. No partial payments.

All unit costs are negotiated costs and are not subject to change or adjustment.

Unit Cost Payment Basis: If unit costs by year are included, unit costs billed should correspond to the fiscal or calendar year, if applicable, in which the work was done.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Page 11 of 33 Attachment E

SUBPROVIDER NAME:

SERVICES TO BE PROVIDED Test Code UNIT COST

Securing In-Place Cores

(1) Core drill operator/technician and coring equipment to drill hot mix asphaltic concrete cores (includes travel time) Tex-424-A MH (two man crew) per hr $180.00

(a) 4" Diameter Cores Per inch $10.50

(b) 6" Diameter Cores Per inch $13.00

(1) Core drill operator/technician and coring equipment to drill portland cement concrete cores (includes travel time) Tex-424-A MH (two man crew) per hr $210.00

(a) 4" Diameter Cores Per inch $13.00

(b) 6" Diameter Cores Per inch $16.00

Asphalt Concrete Mix Design and Verification tests.

(1) Asphalt Concrete Mix Design (Using 5 percentages of bitumen)(Including sampling of aggregrate to be prequalified)

(a) Test Method Tex-204-F, Pt I) (Includes all required tests); (Excludes Hamburg Test)Tex-204-F

Part I Each $875.00

(b) Test Method Tex-204-F, Pt V) (Includes all required tests); (Excludes Hamburg Test)Tex-204-F

Part V Each $875.00

(c) Test Method Tex-204-F, Pt IV) (Includes all required tests); (Excludes Hamburg Test)Tex-204-F

Part IV Each $900.00

(d) Test Method Tex-204-F, Pt VI,VII) (Includes all required tests); (Excludes Hamburg Test)Tex-204-F

Parts VI, VII Each $750.00

Aggregate

(2) Deleterious MaterialTex-217-F

Part I Each $75.00

(a) Part I Dry Sieve Analysis Tex-200-F Each $50.00

(b) Part II Wet Sieve Analysis Tex-200-F Each $54.00

(4) Flat and Elongated particles Tex-280-F Each $85.00

(5) Decantation Tex-217-F

Part II Each $70.00

(6) Los Angeles abrasion Tex-410-A Each $160.00

(7) Magnesium sulfate soundness 5 Cycle Tex-411-A Each $180.00

(8) Coarse aggregate angularity, Part I Tex-460-A Each $50.00

(9) Linear Shrinkage Tex-107-E Each $30.00

(10) Sand equivalent Tex-203-F Each $65.00

(11) Organic impurities Tex-408-A Each $52.00

(12) Flakiness index Tex-224-F Each $95.00

(13) Dry loose unit Wt. Tex-404-A Each $55.00

(14) Water absorption, 24 hrs. Tex-433-A Each $55.00

(15) Micro Deval Tex 461-A Each $300.00

(16) Unit Weight Tex-404-A Each $50.00

(18) Freeze Thaw Tex-432-A Each $280.00

(19) Fineness Modulus Tex-402A Each $55.00

(20) Acid Insoluble Residue Tex-612-J Each $55.00

(21) Deleterious Material Tex-413-A Each $75.00

(22) Decantation Tex-406-A Each $52.00

(23) Saturated Surface-Dry Specific Tex-403-A Each $50.00

(24) Sieve Analysis Fine & Coarse Tex-401-A Each $58.00

(25) PI on RAP Tex-106-E Each $55.00(26) Material finer than No. 200 in Mineral Aggregates (Decantation Test for Concrete Aggregate) Tex-406-A Each $52.00Bituminous Section Test Procedures

(1) Boil Test Tex-530-C Each $60.00

(2) Bulk Specific Gravity and Water Absorption of Aggregate Tex-201-F Each $55.00

(3) Apparent Specific Gravity of Material Finer than No. 80 Sieve Tex-202-F Each $55.00

(4) Hamburg Wheel Test Tex-242-F Per Set $400.00(5) Molding samples for lab density and stability values (3 specimens per set) Tex-206-F Per Set $50.00(6) Determination of Density of Compacted Bituminous MixturesPart I -Bulk Specific Gravity of Compacted Bituminous Mixtures(a) Laboratory molded mixtures (3 per set) Tex-207-F Per Set $60.00(b) Field Density Tests on HMAC cores(Does not include coring) Tex-207-F Each $45.00

(7) Test for Stabilometer Value of Bituminous Mixtures (3 specimens per set) Tex-208-F Per Set $90.00(8) Indirect Tensile Strength Tex-226-F Each $25.00

(9) Moisture Content of Mixture, Part II Tex-212-F Each $50.00

(11) Drain Down Test Tex-235-F Each $54.00

(13) Asphalt Content Tex-236-F Each $0.00

(18) Hydrocarbon Volatile Content Tex-213-F Each $100.00(20) Determination of Asphalt Content from Asphalt Paving Mixtures by the Ignition Oven. Tex-236-F Each $140.00

(21) Theoretical Maximum Specific Gravity of Bituminous Mixtures (Average of two) Tex-227-F Each(Two) $75.00

(22) Determination of Asphalt Content of Bituminous Mixtures by the Nuclear Method Tex-228-F Each $120.00

ATTACHMENT E- FEE SCHEDULE

UNIT COST PAYMENT BASIS

HVJ ASSOCIATES, INC.

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Page 12 of 33 Attachment E

SUBPROVIDER NAME:

SERVICES TO BE PROVIDED Test Code UNIT COST

ATTACHMENT E- FEE SCHEDULE

UNIT COST PAYMENT BASIS

HVJ ASSOCIATES, INC.

Soil and Base Section Test Procedures

(1) Determination of Soil PH Tex-128-E Each $30.00

(2) Determination of Moisture Content in Soil and base Tex-103-E Each $12.00

Determining Liquid Limits of Soils Tex-104-E each $38.50

Determining Plastic Limit of Soils Tex-105-E each $38.50

(b) Determination of Bar Linear Shrinkage for Soils Tex-107-E Each $32.00

(4) Determination of Specific Gravity of Soils Tex-108-E Each $45.00(5) Determination of Particle Size Analysis of Soils: (a) Pt. I Sieve Analysis of Material Retained +40 Tex-110-E Each $60.00

(b) Part II Hydrometer Analysis of Soils Tex-110-E Each $74.50(6) Determination of Amount of Material in Soils Finer than the No. 200 Sieve Tex-111-E Each $45.00

(7) Moisture Density Relationship of Base Materials and Cohesionless Sands. Includes: Liquid Limit and Plastic Limit Tex-113-E Each $205.00

(8) Moisture Density Relationship of Subgrade and Embankment Soil Tex-114-E Each $175.00

(9) Wet Ball Mill Method for Determination of the Disintegration of Flexible Base Material Tex-116-E Each $200.00(10) Triaxial Compression Tests for Disturbed Soils and Base Materials. Includes: LL, PL, Gradation, and MD Curve Tex-117-E Each $1,400.00(11) Resistively of Soils Tex-129-E Each $65.00

(14) Sulfate Determination in Soils Tex-145-E Each $65.00

(17) Soil-Cement Testing, Includes Part I,II Tex-120-E Each $325.00

(18) Soil-Lime Testing, Includes part I,II Tex-121-E Each $300.00

Concrete (1) P.C.C. Mix Design(Using ACI 211 & Supplements)Trial batch for one water cement ratio

Each $990.00

(2) Trial batch for each additional water cement ratio. Each $140.00

(3) Compressive Strength of Cement Mortars (3 specimens per set)Tex-307-D

ASTM C 109 Per Set $55.00

(8) Compressive Strength of Cylinder Concrete Specimens Tex-418-A Each $21.00

(9) Flexural Strength of Concrete using Simple Beam Third-Point Loading Tex-448-A Pair $32.00

(10) Obtaining and Testing Drilled Cores of Concrete(Price includes sawing ends of Concrete Cores, if required) Tex-424-A Each $100.00

(11) Compressive Strength of Concrete using portions of beams broken in flexture Tex-419-A Each $33.00(13) Concrete/Asphaltic Concrete Patch Per Patch $22.00

Geotechnical(1) Unconsolidated Undrained Triaxial Compression Test for Undisturbed Soild (UU) or ASTM D2850 Tex-118-E Each $950.00(2) Consolidated Undrained Triaxial Compression Test for Undisturbed Soils (CU) or ASTM D 4767 (multistage) (includes moisture, PI, -200 and unit weight) Tex-131-E Each-5 $1,200.00

(3) Consolidated Undrained Triaxial Compression Test for Undisturbed Soils (CU) or ASTM 4767 (singlestage) (Includes moisture, PI, -200 and unit weight) Tex-131-E Each $650.00

(4) Unconfined Compressive Strength ASTM D2166 (Soil) Each $55.00

(5) Unconfined Compressive Strength ASTM D2938 (Rock) Each $64.00

(6) One-Dimensional Consolidation Properties of Soil ASTM D2435 Each $425.00(7) Direct Shear Test of Soils under Consolidated Drained conditions, per set of 3 points ASTM D3080 Each $600.00(8) Adding lime to reduce PI of soils Tex-112-E Each $200.00

(9) Determining Modulus of Subgrade Reaction Tex-125-E Each $600.00

(10) Standard Proctor Test ASTM D698 each $180.00

(11) Modified Proctor Test ASTM D1557 each $200.00

(12) Standard Penetration Test (SPT) ASTM D1586 LF $26.00

(13) California Bearing Ratio (Single Sample without MD Curve) ASTM D1883 each $231.00

(14) Hydraulic Conductivity Permeability ASTM D2434 each $269.00

(15) One Dimensional Swell, Methods A & B ASTM D4546 each $125.00

(16) One Dimensional Swell, Method C ASTM D4546 each $200.00

(17) Casagrande Type Piezometers N/A each $750.00

(18) Casagrande Type Piezometers Installation N/A each $750.00

(19) Miscellaneous Testing N/A each $62.00

(20) Soil Boring with SPT ASTM D1586 LF $25.00(21) Soil Boring/Rock Coring with TCP ( < 60 ft.) Tex-132-E LF $35.00

(22) Soil Boring/Rock Coring with TCP ( > 60 ft.) Tex-132-E LF $39.00

(23) Soil Boring/Rock Coring without TCP ( < 60 ft.) N/A LF $29.00

(24) Soil Boring /Rock Coring without TCP ( > 60 ft.) N/A LF $29.00

(25) Soil Boring without TCP ( < 60 ft.): N/A LF $22.00

(a) Utlizing Continuous Sampler ASTM D1587 LF $30.00

(b) Shelby Push Tubes Extruded in Field ASTM D1587 LF $30.00

(c) Augering N/A LF $22.00

(26) Soil Boring without TCP ( > 60 ft.): N/A LF $0.00

(a) Utlizing Continuous Sampler ASTM D1587 LF $33.00

(b) Shelby Push Tubes Extruded in Field ASTM D1587 LF $32.00(27) Core/drill operator/technician and coring equipment used to drill flexable and rigid pavment (2-man crew) N/A Per day $195.00 (a) 4-in. diameter cores N/A Inch $10.00

(b) 6-in. diameter cores N/A Inch $20.00

(28) Borehole Grouting - Bentonite Chips feet $8.00

(a) Truck Mounted Rig each $350.00

(b) Marsh Buggy Mounted Rig each $600.00

(30) Surcharge for Drilling using Marsh Buggy feet $6.00

(31) Steel Manhole Cover for Piezometer each $110.00

(32) 3 Man Crew (Driller, Logger & helper) travel to/from Job site per dayN/A

Trip $150.00

(33) Certified Flagman hour $33.00

(34) Pinhole ASTM D 4647 each $230.00

(35) Crumb ASTM D 6572 each $32.00

Note: Any direct labor, unit cost, or other direct expense classification included in the contract, but not in a work authorization, is not eligible for payment under that work authorization.

The unit costs shown include labor, overhead, and profit. Payment based on units completed. No partial payments.

All unit costs are negotiated costs and are not subject to change or adjustment.

Unit Cost Payment Basis: If unit costs by year are included, unit costs billed should correspond to the fiscal or calendar year, if applicable, in which the work was done.

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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LEGACY CONTRACT NO: 12-7SDP5045PEOPLESOFT CONTRACT NO. 7384

Page 13 of 33 Attachment E

RATES SHOWN APPLY TO PRIME PROVIDER AND ALL SUBPROVIDERS

SERVICES TO BE PROVIDED UNIT FIXED COST MAXIMUM COST

Lodging/Hotel - Taxes and Fees day/person $30.00Lodging/Hotel (Taxes/fees not included) day/person Current State RateMeals (Excluding alcohol & tips) (Overnight stay required) Day/person Current State RateMileage mile Current State RateConstruction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed)

month $1,400.00

Construction Truck 4x4 (Includes operation and maintenance costs; Insurance costs will not be reimbursed)

month $1,800.00

Rental Car (Includes taxes and fees; Insurance costs will not be reimbursed) day $65.00Air Travel - In State - Short Notice (Coach) Rd Trip/person $557.00Air Travel - In State - 2+ Wks Notice (Coach) Rd Trip/person $400.00Rental Car Fuel gallon $4.00Toll Charges each $10.00Parking day $20.00Standard Postage letter Current State RateOvernight Mail - letter size each Current State RatePhotocopies B/W (11" X 17") each $0.20Photocopies B/W (8 1/2" X 11") Each $0.10Plots (B/W on Bond) square foot $0.75Plots (Color on Bond) square foot $1.50Plots (Color on Photographic Paper) square foot $4.75Color Graphics on Foam Board square foot $10.00Presentation Boards up to 48" X 60" Color Mounted each $95.00Report Binding and Tabbing (Includes labor and supplies) each $15.00Cardstock Color (8 1/2" x 11") each $1.50Notebooks each $9.50Traffic Control Services, Arrow Boards and Attenuator trucks - Large Project (Includes labor, equipment and fuel)

day $3,000.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Medium Project (Includes labor, equipment and fuel)

day $2,350.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Small Project (Includes labor, equipment and fuel)

Day $1,500.00

Attenuator trucks - (Lane/Shoulder Closure) (Includes labor, equipment and fuel) day $400.00Attenuator trucks - (No Lane Closure) (Includes labor, equipment and fuel) day $250.00Cellular Telephone & Data Plan each $100.00Wireless router/service each $30.00Laptop Computer/Ipad and Data each $62.50

Desktop & Microcomputer w/Plotter-each/month each/month $42.50

Boat with Motor day $275.00

Fathometer day $90.00

GPS Receiver (rates applied to actual time GPS units are in use) hour$26.00

GPS RTK (rates applied to actual time GPS units are in use) hour $25.00

GPS Static (rates applied to actual time GPS units are in use) hour $28.00

Map Records sheet $7.00

Deed Copies sheet $3.00

Certified Deed Copies sheet $3.00Type II ROW Monument - Excavated/Drilled, rocks, rocky soil. 2-4 inch depth (includes crew time, equipment, materials, rentals, & labor). Brass Marker supplied by TxDOT each $70.00

Type II ROW Monument - Poured 2-3 Feet (includes One Call, crew time, equipment, materials, rentals, labor). Brass Marker supplied by TxDOT each $200.00

Terrestrial Laser Scanner (rates applied to actual time scanner unit is in use) hour $90.00Ground Target (includes paint, panel material, etc.) each $35.00Helicopter Equipment LiDAR - Project Flight Miles (On project flight miles) per mile $60.00Helicopter Equipment LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile $15.00

Fixed Wing Airborne LiDAR - Project Flight Miles (On project flight miles) per mile $20.00Fixed Wing Airborne LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile $20.00

Aerial Photography - Airborne GPS/IMU Data collection/Processing Per Project$2,275.00

Aerial Photography - Project Flight Miles (On project flight miles) Per Mile$30.00

Aerial Photography - Transit miles (including turn, maneuver miles and local airport to project) Per Mile $25.00

LiDAR Workstation hour $25.00

Digital Image processing each $25.00SUV or ATV Rental (Includes taxes and fees; Insurance costs will not be reimbursed) day $150.00Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) day $80.00

Flashing Arrow Board day $500.00

Portable Message Board day $200.00

Law Enforcement/Uniform Officer (including vehicle) hour $75.00

Mobilization/Demobilization Non-Destructive Deflection Testing Equipment mile $4.00

Falling Weight Deflection (FWD) Testing day $2,100.00

Mobilization/Demobilization Laboratory each $2,100.00

AASHTO Accreditation Aggregates Laboratory each $6,500.00

AASHTO Accreditation Hot Mix Laboratory each $7,500.00

AASHTO Accreditation Soil Laboratory each $6,500.00

ATTACHMENT E- FEE SCHEDULE

OTHER DIRECT EXPENSES

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Page 14 of 33 Attachment E

RATES SHOWN APPLY TO PRIME PROVIDER AND ALL SUBPROVIDERS

SERVICES TO BE PROVIDED UNIT FIXED COST MAXIMUM COST

ATTACHMENT E- FEE SCHEDULE

OTHER DIRECT EXPENSES

CCRL Accreditation each $11,000.00

Equipment Calibration each $1,000.00

Office Trailer Rental each $600.00

Taxi/Cab fare each/person $30.00

Overnight Mail - oversized box each $35.00

Courier Services each $30.00

Photocopies Color (11" X 17") each $1.25

Photocopies Color (8 1/2" X 11") each $0.65

Digital Ortho Plotting sheet $1.50

Report Printing each $50.00

Railroad - Flagger (Service provided by RR) hour $60.00Railroad - Insurance in addition to STD Minimum Required (Minimum coverage of $1 Million required by RR.) each $10,000.00

Railroad - Permit [Note: Read and then delete this note. Most railroad companies charge a fee of $500 for the permit to access their property.] each $2,000.00

Railroad - Safety Training (If required - Heavy Rail Safety Training Certificate, includes classroom training and employee certification card.) Per Person $300.00

Shelby Tubes Transportation Box each $60.00

GPS Receiver (rates applied to actual time GPS units are in use) hour $26.00

Personal Protective Equipment (hat, vest, gloves, boots, hearing protection, glasses) Per Person $200.00

Office supplies (Paper, folders, small field tools, etc.) Per Month $250.00

Curator (Drawer & TX Archaeological Research Lab for artifacts & report) per project $1,000.00

Backhoe Rental Day $250.00

Drawing Binders (variable depth for 11" X 17" paper) Each $10.00

Environmental Database Search Per Project $825.00

Environmental Field Supplies (lathes, stakes, flagging, spray paint, etc.) Day $40.00

Fathometer Day $90.00

Fathometer Hour $25.00

GPS Static (rates applied to actual time GPS units are in use) Hour $25.00

Ground Penetrating Radar (equipment only) Day $250.00

Ground Target (includes paint, panel material, etc.) Each $20.00

Map Records Sheet $4.00

Map, Tapes, and Supplies each $30.00

Noise Meter Rental Per Project $250.00

Oversize, special handling or extra baggage airline fees Each $125.00

Rental Equipment - Gasoline Powered Auger Day $60.00

Required Permit Fees (non-railroad) Each $75.00

Video Conferencing Equipment for Field Office Lump sum $3,000.00

Reproduction CD/DVD each $1.50

Certified Flagman hour $30.00LiDAR Mobile Mapping System, (Includes mileage on project and fuel) (Does not include travel to project.) N/A $8,000.00

Mobilization for Aerial Photography/LiDAR Fixed Wing Aircraft (Includes fuel and transportation cost) N/A $25,000.00

Office Trailer Rental each $40,000.00Mobilization for Helicopter Airborne LiDAR (Includes helicopter, fuel and transportation cost) N/A $25,000.00

NOTE: For Cost Plus Fixed Fee, Specified Rate, and Unit Cost - Miscellaneous other direct expenses up to $100 per unit will be reimbursed atcost if approved and documented in advance by the State's Project Manager. Miscellaneous other direct expenses of $100 per unit or more will notbe reimbursed unless a supplemental agreement to the contract and work authorization (if WAs are used) has been executed in advance authorizingthe miscellaneous other direct expenses. No more than $2,500 in miscellaneous other direct expenses may be approved by the State's ProjectManager over the life of this contract including prime provider and subproviders. For Lump Sum - This statement does not apply.

Profit not allowed on Other Direct Expenses.

For Cost Plus Fixed Fee, Specified Rate, and Unit Cost - Fixed cost items to be billed at the fixed cost rate. Documentation, such as a usage log,must be maintained for audit purposes, and may be required to be submitted as a basis for reimbursement. For items with a maximum cost, actualcost to be billed not to exceed the maximum shown. Expenses shown at a Current State Rate are billed at the rates that are in effect at the time thatthe expense is incurred. Itemized receipts must be maintained for audit purposes, and may be required to be submitted as a basis forreimbursement. For Lump Sum - Documentation is not required. Invoicing is paid according to the Table of Deliverables, and it includes labor, unitcosts and other direct expenses.

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Prime Provider: SAM-CS, LLCHighway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE & UNIT COST

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 15 of 33 Attachment E

PRIME PROVIDER NAME: SAM-CS, LLC

Direct Labor Cost 2,196,806.84$ 1,418,315.67$ 778,491.17$ -$ -$ -$ -$ Other Direct Expense -$ Direct Labor Cost 11,725,534.17$ 5,915,846.12$ 4,107,623.12$ 201,867.59$ 812,742.95$ 132,682.80$ 554,771.59$ Unit Cost/Material Testing 144,020.00$ $144,020.00Unit Cost/Surveying 40,900.00$ $40,900.00Other Direct Expense 1,210,311.62$ $795,754.00 $161,281.00 $115,312.50 $65,526.25 $13,162.87 $59,275.00

GRAND TOTALS * SEE ASSUMPTIONS 15,317,572.63$ 8,129,915.79$ 5,047,395.29$ 317,180.09$ 1,022,289.20$ 186,745.67$ 614,046.59$

(DBE %) 12.75% 2.07% 6.67% 4.01%

FC 300 (300)

FC 145 (145)

SUMMARY

SAM-CS, LLC Atkins Hicks Environmental HVJ VRX SUBTOTALSGEC

HIGHWAY: SH 249

SAM, LLC

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Prime Provider: SAM-CS, LLCHighway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE & UNIT COST

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 16 of 33 Attachment E

TASK DESCRIPTION PROGRAM DEPUTY PROJECT PROJECT DESIGN ASSISTANT SENIOR QUALITY SENIOR SENIOR PROJECT DESIGN SENIOR TOLLS SENIOR SCHEDULER SCHEDULER SCHEDULER SENIOR COST SENIOR SR. UTILITIES

Construction Engineering Inspection Services MANAGER PROGRAM MANAGER ENGINEER ENGINEER TASK O & M MANAGER ADVISOR ENGINEER ENGINEER ENGINEER TOLLS SPECIALIST SCHEDULER IV III I / II COST ESTIMATOR ENGINEERING COORDINATORWork Authorization Termination Date: 9/30/2022 MANAGER MANAGER ENGINEER SPECIALIST II ESTIMATOR TECH

CONTRACT RATE PER HOUR - SPECIFIED RATES $ 229.11 $ 196.01 $ 127.28 $ 115.37 $ 132.37 $ 119.64 $ 140.01 $ 170.56 $ 185.83 $ 183.28 $ 127.28 $ 114.55 $ 86.53 $ 188.38 $ 147.65 $ 164.52 $ 141.59 $ 125.47 $ 117.99 $ 190.92 $ 127.28 $ 96.73 $ 131.10 CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering Services 160 160 1 1 48 1 1 176 1 1 1 1 1 1 1 1 1 1 1

Leadership & Management and the Project Implementation Plan (PIP) 250 250 100 50GEC-D/C Advisory Services relating to Design and Construction 500 500 25Master Schedule 100 100 100Project Controls to support design and construction oversight tasks in this agreement 100 100 60

Quality Management System 160 160 100 200Transition to GECM or State Operations & Maintenance (O&M) Personnel 75

DBE/SBE/HUB Compliance Monitoring

Sub-Total Labor Hours 1,270 1,270 0 1 1 348 1 160 200 1 226 0 0 1 1 1 1 1 1 1 1 1 1 1 TOTAL LABOR COST $ 290,969.70 $ 248,932.70 $ - $ 127.28 $ 115.37 $ 46,064.76 $ 119.64 $ 22,401.60 $ 34,112.00 $ 185.83 $ 41,421.28 $ - $ - $ 86.53 $ 188.38 $ 147.65 $ 164.52 $ 141.59 $ 125.47 $ 117.99 $ 190.92 $ 127.28 $ 96.73 $ 131.10

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHT

Review and Oversight of the ADP Firm's PMP 200 200Review and Oversight of ADP Firm's Project Schedules and Payments 250 250Safety Compliance 50 50Contract Management and Claims 200 200 50Design Plan Review, Oversight, Coordination & Interaction with ADP FirmReviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility RelocationsReviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and ControlDesign Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems components 100 100

Review and Oversight of Value Engineering components 100 100Constructability Reviews 100 100 100Construction Engineering Oversight 64Materials Engineering and TestingPublic Involvement Oversight 100 100Additional Duties During Construction 76Change Orders, RFI's, NDC's and Design Deviations 100 100Independent Assurance ProgramReferee Materials Testing ServicesAs-Built Documents Project Close Out and Final Acceptance 100 100 100Construction Coordination Oversight or Acceptance of Toll Integrator System 100 100

Construction Schedule Reviews and Compliance Verification of ADP Firm's Schedule 100 100

Sub-Total Labor Hours 1,500 1,500 0 0 0 100 0 100 64 0 126 0 0 0 0 0 0 0 0 0 0 0 0 0 Direct Labor Cost $ 343,665.00 $ 294,015.00 $ - $ - $ - $ 13,237.00 $ - $ 14,001.00 $ 10,915.84 $ - $ 23,093.28 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -

$7,334,161.79

$795,754.00

$8,129,915.79

SENIOR TASK MANAGER

ENGINEER IN TRAINING

OFFICE OVERHEAD RATE

TOTAL LABOR COSTS

TOTAL OTHER DIRECT EXPENSES

PRIME GRAND TOTAL

SUMMARY

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 83: Work Authorizations Used Contract No

Prime Provider: SAM-CS, LLCHighway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE & UNIT COST

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 17 of 33 Attachment E

TASK DESCRIPTIONConstruction Engineering Inspection Services

Work Authorization Termination Date: 9/30/2022CONTRACT RATE PER HOUR - SPECIFIED RATES

CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering ServicesLeadership & Management and the Project Implementation Plan (PIP)GEC-D/C Advisory Services relating to Design and ConstructionMaster ScheduleProject Controls to support design and construction oversight tasks in this agreementQuality Management SystemTransition to GECM or State Operations & Maintenance (O&M) Personnel

DBE/SBE/HUB Compliance Monitoring

Sub-Total Labor HoursTOTAL LABOR COST

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHTReview and Oversight of the ADP Firm's PMPReview and Oversight of ADP Firm's Project Schedules and PaymentsSafety ComplianceContract Management and ClaimsDesign Plan Review, Oversight, Coordination & Interaction with ADP FirmReviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility RelocationsReviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and ControlDesign Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems componentsReview and Oversight of Value Engineering componentsConstructability ReviewsConstruction Engineering OversightMaterials Engineering and TestingPublic Involvement OversightAdditional Duties During ConstructionChange Orders, RFI's, NDC's and Design DeviationsIndependent Assurance ProgramReferee Materials Testing ServicesAs-Built Documents Project Close Out and Final AcceptanceConstruction Coordination Oversight or Acceptance of Toll Integrator SystemConstruction Schedule Reviews and Compliance Verification of ADP Firm's ScheduleSub-Total Labor HoursDirect Labor Cost

ENGINEER JUNIOR SENIOR CADD JUNIOR SENIOR ENVIRONMENTAL ENVIRONMENTAL SENIOR SENIOR TRAFFIC TRAFFIC PROGRAM CONTRACT CONTRACT ADMIN RESIDENT FIELD RECORDS SENIOR UTILITIES SENIOR UTILITY UTILITY ENVIRONMENTAL STRUCTURAL

TECH ENGINEER CADD OPERATOR CADD ENVIRONMENTAL / PLANNER IV / PLANNER III T & R TASK T & R MODELER MODELER CONTROLS MANAGER MANAGER / CLERICAL ENGINEER ENGINEER KEEPER UTILITIES COORDINATOR UTILITIES ENGINEER FIELD INSPECTOR ENGINEER

TECH OPERATOR OPERATOR / PLANNER MANAGER SPECIALIST III II MANAGER III II I COORDINATOR FIELD INSP INSPECTOR

$ 78.66 $ 58.55 $ 86.30 $ 67.46 $ 58.55 $ 150.19 $ 141.59 $ 125.47 $ 185.83 $ 132.37 $ 161.65 $ 132.37 $ 183.28 $ 103.10 $ 95.46 $ 57.68 $ 169.59 $ 115.37 $ 83.90 $ 131.10 $ 104.88 $ 93.68 $ 117.10 $ 78.66 $ 85.28 $ 175.65

1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1

100100

200 9000

200 1480

200

200 100

1 1 1 1 1 1 1 1 1 1 1 1 200 800 0 10,580 0 1 1 1 1 1 1 1 1 1 $ 78.66 $ 58.55 $ 86.30 $ 67.46 $ 58.55 $ 150.19 $ 141.59 $ 125.47 $ 185.83 $ 132.37 $ 161.65 $ 132.37 $ 36,656.00 $ 82,480.00 $ - $ 610,254.40 $ - $ 115.37 $ 83.90 $ 131.10 $ 104.88 $ 93.68 $ 117.10 $ 78.66 $ 85.28 $ 175.65

300

300200

601000 100 9000

100100

64 48 500 100470 400

100100

500 500

100 100

100 100

0 0 0 0 0 0 0 0 0 0 0 0 64 1,970 148 1,500 10,660 0 0 0 0 0 0 0 0 0 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 11,729.92 $ 203,107.00 $ 14,128.08 $ 86,520.00 $ 1,807,829.40 $ - $ - $ - $ - $ - $ - $ - $ - $ -

OFFICE OVERHEAD RATE

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 84: Work Authorizations Used Contract No

Prime Provider: SAM-CS, LLCHighway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE & UNIT COST

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 18 of 33 Attachment E

TASK DESCRIPTIONConstruction Engineering Inspection Services

Work Authorization Termination Date: 9/30/2022CONTRACT RATE PER HOUR - SPECIFIED RATES

CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering ServicesLeadership & Management and the Project Implementation Plan (PIP)GEC-D/C Advisory Services relating to Design and ConstructionMaster ScheduleProject Controls to support design and construction oversight tasks in this agreementQuality Management SystemTransition to GECM or State Operations & Maintenance (O&M) Personnel

DBE/SBE/HUB Compliance Monitoring

Sub-Total Labor HoursTOTAL LABOR COST

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHTReview and Oversight of the ADP Firm's PMPReview and Oversight of ADP Firm's Project Schedules and PaymentsSafety ComplianceContract Management and ClaimsDesign Plan Review, Oversight, Coordination & Interaction with ADP FirmReviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility RelocationsReviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and ControlDesign Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems componentsReview and Oversight of Value Engineering componentsConstructability ReviewsConstruction Engineering OversightMaterials Engineering and TestingPublic Involvement OversightAdditional Duties During ConstructionChange Orders, RFI's, NDC's and Design DeviationsIndependent Assurance ProgramReferee Materials Testing ServicesAs-Built Documents Project Close Out and Final AcceptanceConstruction Coordination Oversight or Acceptance of Toll Integrator SystemConstruction Schedule Reviews and Compliance Verification of ADP Firm's ScheduleSub-Total Labor HoursDirect Labor Cost

RESIDENT CONSTRUCTION ENGINEER SENIOR UTILITY STRUCTURAL SENIOR CONSTRUCTION CONSTRUCTION CONSTRUCTION ENGR TECH ENGR TECH TOTAL TOTAL

ENGINEER MANAGER IN UTILITIES FIELD INSPECTOR CONSTRUCTION INSPECTOR INSPECTOR INSPECTOR TX APA HMA ACI FIELD TESTING HOME OFFICE FIELD OFFICE

TRAINING FIELD INSP INSPECTOR INSPECTOR III II I LEVEL I-B CERT GRADE I CERT HRS. & COSTS COSTS

$ 140.01 $ 86.53 $ 93.68 $ 78.66 $ 117.10 $ 114.55 $ 104.37 $ 86.55 $ 76.37 $ 70.00 $ 70.00

1 1 1 1 1 1 1 580 7

650 01125 0400 0

9460 0

2300 0

275 0

300 0

0 0 1 1 1 1 0 0 0 1 1 1 15,090 7 $ - $ - $ 86.53 $ 93.68 $ 78.66 $ 117.10 $ - $ - $ - $ 76.37 $ 70.00 $ 70.00 $ 1,417,723.33 $ 592.34

500 0400 0650 0

0 0

0 0

0 0

0 00 0

200 0

200 0200 360 200

2000 8000 9000 9020 10164 28020100 0300 0

300 200 788 500200 300 1070 500

100 0100 0

0 0160 1300 160

400 0

80 400 80

0 2,560 0 0 0 0 8,680 9,200 9,020 0 0 0 17,732 29,460 $ - $ 358,425.60 $ - $ - $ - $ - $ 994,294.00 $ 960,204.00 $ 780,681.00 $ - $ - $ - $ 2,822,241.52 $ 3,093,604.60

FIELD OFFICE OVERHEAD RATE

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 85: Work Authorizations Used Contract No

Prime Provider: SAM-CS, LLCHighway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: OTHER DIRECT EXPENSES

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 19 of 33 Attachment E

Other Direct Expenses Unit Negotiated Rates Quantity Extended

Lodging/Hotel - Taxes and Fees day/person 30.00 20 $600.00Lodging/Hotel (Taxes/fees not included) day/person 91.00 20 $1,820.00Meals (Excluding alcohol & tips) (Overnight stay required) Day/person 51.00 20 $1,020.00Mileage mile 0.54 $0.00Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) month 1,400.00 $0.00Construction Truck 4x4 (Includes operation and maintenance costs; Insurance costs will not be reimbursed) month 1,800.00 400 $720,000.00 Rental Car (Includes taxes and fees; Insurance costs will not be reimbursed) day 65.00 $0.00 Air Travel - In State - Short Notice (Coach) Rd Trip/person 557.00 $0.00Air Travel - In State - 2+ Wks Notice (Coach) Rd Trip/person 400.00 $0.00Rental Car Fuel gallon 4.00 $0.00Toll Charges each 10.00 $0.00Parking day 20.00 $0.00Standard Postage letter 0.49 100 $49.00

Overnight Mail - letter size each 23.75 100 $2,375.00

Photocopies B/W (11" X 17") each 0.20 $0.00

Photocopies B/W (8 1/2" X 11") Each 0.10 $0.00

Plots (B/W on Bond) square foot 0.75 $0.00

Plots (Color on Bond) square foot 1.50 $0.00

Plots (Color on Photographic Paper) square foot 4.75 $0.00

Color Graphics on Foam Board square foot 10.00 $0.00

Presentation Boards up to 48" X 60" Color Mounted each 95.00 $0.00

Report Binding and Tabbing (Includes labor and supplies) each 15.00 $0.00

Cardstock Color (8 1/2" x 11") each 1.50 $0.00

Notebooks each 9.50 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Large Project (Includes labor, equipment and fuel) day 3,000.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Medium Project (Includes labor, equipment and fuel) day 2,350.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Small Project (Includes labor, equipment and fuel) Day 1,500.00 $0.00

Attenuator trucks - (Lane/Shoulder Closure) (Includes labor, equipment and fuel) day 400.00 $0.00

Attenuator trucks - (No Lane Closure) (Includes labor, equipment and fuel) day 250.00 $0.00

Cellular Telephone & Data Plan each 100.00 400 $40,000.00

Wireless router/service each 30.00 $0.00

Laptop Computer/Ipad and Data each 62.50 400 $25,000.00

Desktop & Microcomputer w/Plotter-each/month each/month 42.50 $0.00

Boat with Motor day 275.00 $0.00

Fathometer day 90.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00

GPS RTK (rates applied to actual time GPS units are in use) hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) hour 28.00 $0.00

Map Records sheet 7.00 $0.00

Deed Copies sheet 3.00 $0.00Certified Deed Copies sheet 3.00 $0.00Type II ROW Monument - Excavated/Drilled, rocks, rocky soil. 2-4 inch depth (includes crew time, equipment, materials, rentals, & labor). Brass Marker supplied by TxDOT each 70.00 $0.00Type II ROW Monument - Poured 2-3 Feet (includes One Call, crew time, equipment, materials, rentals, labor). Brass Marker supplied by T DOT

each 200.00 $0.00Terrestrial Laser Scanner (rates applied to actual time scanner unit is in use) hour 90.00 $0.00Ground Target (includes paint, panel material, etc.) each 35.00 $0.00Helicopter Equipment LiDAR - Project Flight Miles (On project flight miles) per mile 60.00 $0.00Helicopter Equipment LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 15.00 $0.00 Fixed Wing Airborne LiDAR - Project Flight Miles (On project flight miles) per mile 20.00 $0.00 Fixed Wing Airborne LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 20.00 $0.00Aerial Photography - Airborne GPS/IMU Data collection/Processing Per Project 2,275.00 $0.00Aerial Photography - Project Flight Miles (On project flight miles) Per Mile 30.00 $0.00Aerial Photography - Transit miles (including turn, maneuver miles and local airport to project) Per Mile 25.00 $0.00LiDAR Workstation hour 25.00 $0.00Digital Image processing each 25.00 $0.00

SUV or ATV Rental (Includes taxes and fees; Insurance costs will not be reimbursed) day 150.00 $0.00

Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) day 80.00 $0.00

Flashing Arrow Board day 500.00 $0.00

Portable Message Board day 200.00 $0.00

Law Enforcement/Uniform Officer (including vehicle) hour 75.00 $0.00

Mobilization/Demobilization Non-Destructive Deflection Testing Equipment mile 4.00 $0.00

Falling Weight Deflection (FWD) Testing day 2,100.00 $0.00

Mobilization/Demobilization Laboratory each 2,100.00 $0.00

AASHTO Accreditation Aggregates Laboratory each 6,500.00 $0.00

AASHTO Accreditation Hot Mix Laboratory each 7,500.00 $0.00

AASHTO Accreditation Soil Laboratory each 6,500.00 $0.00

CCRL Accreditation each 11,000.00 $0.00

Equipment Calibration each 1,000.00 $0.00

Office Trailer Rental each 600.00 $0.00

Taxi/Cab fare each/person 30.00 $0.00

Overnight Mail - oversized box each 35.00 $0.00

Courier Services each 30.00 $0.00

Photocopies Color (11" X 17") each 1.25 $0.00

Photocopies Color (8 1/2" X 11") each 0.65 $0.00

Digital Ortho Plotting sheet 1.50 $0.00

Report Printing each 50.00 $0.00

Railroad - Flagger (Service provided by RR) hour 60.00 $0.00

Railroad - Insurance in addition to STD Minimum Required (Minimum coverage of $1 Million required by RR.) each 10,000.00 $0.00

Railroad - Permit [Note: Read and then delete this note. Most railroad companies charge a fee of $500 for the permit to access their property.] each 2,000.00 $0.00

Railroad - Safety Training (If required - Heavy Rail Safety Training Certificate, includes classroom training and employee certification card.) Per Person 300.00 $0.00

Shelby Tubes Transportation Box each 60.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00Personal Protective Equipment (hat, vest, gloves, boots, hearing protection, glasses) Per Person 200.00 15 $3,000.00Office supplies (Paper, folders, small field tools, etc.) Per Month 250.00 $0.00Curator (Drawer & TX Archaeological Research Lab for artifacts & report) per project 1,000.00 $0.00Backhoe Rental Day 250.00 $0.00Drawing Binders (variable depth for 11" X 17" paper) Each 10.00 $0.00Environmental Database Search Per Project 825.00 $0.00Environmental Field Supplies (lathes, stakes, flagging, spray paint, etc.) Day 40.00 $0.00Fathometer Day 90.00 $0.00

Fathometer Hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) Hour 25.00 $0.00

Ground Penetrating Radar (equipment only) Day 250.00 $0.00

Ground Target (includes paint, panel material, etc.) Each 30.00 60 $1,800.00

Map Records Sheet 4.00 $0.00

Map, Tapes, and Supplies each 30.00 $0.00

Noise Meter Rental Per Project 250.00 $0.00

Oversize, special handling or extra baggage airline fees Each 125.00 $0.00

Rental Equipment - Gasoline Powered Auger Day 60.00 $0.00

Reprographics Per Sq Feet 2.50 $0.00

Required Permit Fees (non-railroad) Each 75.00 $0.00

Reproduction CD/DVD each 1.50 60 $90.00

Certified Flagman hour 30.00 $0.00

LiDAR Mobile Mapping System, (Includes mileage on project and fuel) (Does not include travel to project.) N/A 8,000.00 $0.00

Mobilization for Aerial Photography/LiDAR Fixed Wing Aircraft (Includes fuel and transportation cost) N/A 25,000.00 $0.00

Office Trailer Rental Each 40,000.00 $0.00

Mobilization for Helicopter Airborne LiDAR (Includes helicopter, fuel and transportation cost) N/A 25,000.00 $0.00$795,754.00Total Other Direct Expenses

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 86: Work Authorizations Used Contract No

Sub-Provider: Atkins North America, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 20 of 33 Attachment E

TASK DESCRIPTION DEPUTY DEPUTY PROJECT DESIGN SENIOR QUALITY SENIOR SENIOR TOLLS SCHEDULER SENIOR PROGRAM CONTRACT UTILITIES STRUCTURAL

Construction Engineering Inspection Services PROGRAM PM ENGINEER ENGINEER ROW MANAGER PUBLIC INVOL ENGINEER SPECIALIST IV ENVIRONMENTAL CONTROLS MANAGER COORDINATOR ENGINEERWork Authorization Termination Date: 9/30/2022 MANAGER AGENT OFFICER II SPECIALIST MANAGER II

CONTRACT RATE PER HOUR - SPECIFIED RATES $ 196.01 $ 212.63 $ 136.30 $ 107.68 $ 152.66 $ 179.92 $ 141.75 $ 169.01 $ 87.23 $ 138.32 $ 147.21 $ 136.30 $ 199.00 $ 92.68 $ 103.59 $ 188.10 CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering Services 100

Leadership & Management and the Project Implementation Plan (PIP) 200GEC-D/C Advisory Services relating to Design and Construction 430 543 681 1 1 965 1 1 1 1 1 1 1Master Schedule 100 200Project Controls to support design and construction oversight tasks in this agreement 200 400

Quality Management System 100 200 320

Transition to GECM or State Operations & Maintenance (O&M) Personnel 300

DBE/SBE/HUB Compliance Monitoring 50Sub-Total Labor Hours 0 980 743 881 1 320 1 1,865 1 1 1 1 1 1 1 0 TOTAL LABOR COST $ - $ 208,377.40 $ 101,270.90 $ 94,866.08 $ 152.66 $ 57,574.40 $ 141.75 $ 315,203.65 $ 87.23 $ 138.32 $ 147.21 $ 136.30 $ 199.00 $ 92.68 $ 103.59 $ -

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHTReview and Oversight of the ADP Firm's PMP 500 100 250Review and Oversight of ADP Firm's Project Schedules and Payments 500 100 250Safety ComplianceContract Management and Claims 500 100

Design Plan Review, Oversight, Coordination & Interaction with ADP Firm 6000 600 2000 8000 2360

Reviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office 200 200

Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility Relocations 200 200

Reviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and ControlDesign Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems components 200 200

Review and Oversight of Value Engineering components 250Constructability Reviews 200Construction Engineering OversightMaterials Engineering and TestingPublic Involvement OversightAdditional Duties During ConstructionChange Orders, RFI's, NDC's and Design DeviationsIndependent Assurance ProgramReferee Materials Testing ServicesAs-Built Documents 200Project Close Out and Final AcceptanceConstruction Coordination Oversight or Acceptance of Toll Integrator SystemConstruction Schedule Reviews and Compliance Verification of ADP Firm's ScheduleSub-Total Labor Hours 0 8,350 1,100 2,800 0 0 0 8,500 0 0 0 0 0 0 0 2,360 Direct Labor Cost $ - $ 1,775,460.50 $ 149,930.00 $ 301,504.00 $ - $ - $ - $ 1,436,585.00 $ - $ - $ - $ - $ - $ - $ - $ 443,916.00

$4,886,114.29

$161,281.00

$5,047,395.29

TOTAL LABOR COSTS

ENGINEER IN TRAINING

OFFICE OVERHEAD RATE

SUMMARY

TOTAL OTHER DIRECT EXPENSES

PRIME GRAND TOTAL

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 87: Work Authorizations Used Contract No

Sub-Provider: Atkins North America, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 21 of 33 Attachment E

TASK DESCRIPTIONConstruction Engineering Inspection Services

Work Authorization Termination Date: 9/30/2022CONTRACT RATE PER HOUR - SPECIFIED RATES

CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering Services

Leadership & Management and the Project Implementation Plan (PIP)GEC-D/C Advisory Services relating to Design and ConstructionMaster Schedule

Project Controls to support design and construction oversight tasks in this agreement

Quality Management System

Transition to GECM or State Operations & Maintenance (O&M) Personnel

DBE/SBE/HUB Compliance MonitoringSub-Total Labor HoursTOTAL LABOR COST

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHTReview and Oversight of the ADP Firm's PMPReview and Oversight of ADP Firm's Project Schedules and PaymentsSafety ComplianceContract Management and Claims

Design Plan Review, Oversight, Coordination & Interaction with ADP Firm

Reviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office

Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility Relocations

Reviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and ControlDesign Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems componentsReview and Oversight of Value Engineering componentsConstructability ReviewsConstruction Engineering OversightMaterials Engineering and TestingPublic Involvement OversightAdditional Duties During ConstructionChange Orders, RFI's, NDC's and Design DeviationsIndependent Assurance ProgramReferee Materials Testing ServicesAs-Built Documents Project Close Out and Final AcceptanceConstruction Coordination Oversight or Acceptance of Toll Integrator SystemConstruction Schedule Reviews and Compliance Verification of ADP Firm's ScheduleSub-Total Labor HoursDirect Labor Cost

CONSTRUCTION TOLLS TOTAL TOTAL

INSPECTOR SPECIALIST HOME OFFICE FIELD OFFICE

III II HRS. & COSTS COSTS

$ 89.30 $ 138.32

100 0

200 02628 0300 0

600 0

620 0

300 0

50 00 0 4,798 0

$ - $ - $ 778,491.17 $ -

850 00 0

600 0

400 0

400 0

0 0

400 0

250 0

1 1 0 20 00 0

0 00 00 0

0 0

0 0

0 0

1 1 23,110 2 $ 89.30 $ 138.32 $ 4,107,395.50 $ 227.62

FIELD OFFICE OVERHEAD RATE

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 88: Work Authorizations Used Contract No

Sub: Atkins North America, IncHighway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: OTHER DIRECT EXPENSES

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 22 of 33 Attachment E

Other Direct Expenses Unit Negotiated Rates Quantity Extended

Lodging/Hotel - Taxes and Fees day/person 30.00 460 $13,800.00Lodging/Hotel (Taxes/fees not included) day/person 91.00 460.00 $41,860.00Meals (Excluding alcohol & tips) (Overnight stay required) Day/person 51.00 460.00 $23,460.00Mileage mile 0.54 1200.00 $642.00Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) month 1,400.00 $0.00Construction Truck 4x4 (Includes operation and maintenance costs; Insurance costs will not be reimbursed) month 1,800.00 24.00 $43,200.00 Rental Car (Includes taxes and fees; Insurance costs will not be reimbursed) day 65.00 $0.00 Air Travel - In State - Short Notice (Coach) Rd Trip/person 557.00 $0.00Air Travel - In State - 2+ Wks Notice (Coach) Rd Trip/person 400.00 $0.00Rental Car Fuel gallon 4.00 $0.00Toll Charges each 10.00 50.00 $500.00Parking day 20.00 $0.00Standard Postage letter 0.49 600.00 $294.00

Overnight Mail - letter size each 23.75 100.00 $2,375.00

Photocopies B/W (11" X 17") each 0.20 12000.00 $2,400.00

Photocopies B/W (8 1/2" X 11") Each 0.10 60000.00 $6,000.00

Plots (B/W on Bond) square foot 0.75 6000.00 $4,500.00

Plots (Color on Bond) square foot 1.50 5000.00 $7,500.00

Plots (Color on Photographic Paper) square foot 4.75 1200.00 $5,700.00

Color Graphics on Foam Board square foot 10.00 $0.00

Presentation Boards up to 48" X 60" Color Mounted each 95.00 60.00 $5,700.00

Report Binding and Tabbing (Includes labor and supplies) each 15.00 100.00 $1,500.00

Cardstock Color (8 1/2" x 11") each 1.50 600.00 $900.00

Notebooks each 9.50 100.00 $950.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Large Project (Includes labor, equipment and fuel) day 3,000.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Medium Project (Includes labor, equipment and fuel) day 2,350.00 $0.00

Ass Traffic Control Services, Arrow Boards and Attenuator trucks - Small Project (Includes labor, equipment and fuel) Day 1,500.00 $0.00

Attenuator trucks - (Lane/Shoulder Closure) (Includes labor, equipment and fuel) day 400.00 $0.00

Attenuator trucks - (No Lane Closure) (Includes labor, equipment and fuel) day 250.00 $0.00

Cellular Telephone & Data Plan each 100.00 $0.00

Wireless router/service each 30.00 $0.00

Laptop Computer/Ipad and Data each 62.50 $0.00

Desktop & Microcomputer w/Plotter-each/month each/month 42.50 $0.00

Boat with Motor day 275.00 $0.00

Fathometer day 90.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00

GPS RTK (rates applied to actual time GPS units are in use) hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) hour 28.00 $0.00

Map Records sheet 7.00 $0.00

Deed Copies sheet 3.00 $0.00Certified Deed Copies sheet 3.00 $0.00Type II ROW Monument - Excavated/Drilled, rocks, rocky soil. 2-4 inch depth (includes crew time, equipment, materials, rentals, & labor). Brass Marker supplied by TxDOT each 70.00 $0.00Type II ROW Monument - Poured 2-3 Feet (includes One Call, crew time, equipment, materials, rentals, labor). Brass Marker supplied by TxDOT each

200.00 $0.00Terrestrial Laser Scanner (rates applied to actual time scanner unit is in use) hour 90.00 $0.00Ground Target (includes paint, panel material, etc.) each 35.00 $0.00Helicopter Equipment LiDAR - Project Flight Miles (On project flight miles) per mile 60.00 $0.00Helicopter Equipment LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 15.00 $0.00 Fixed Wing Airborne LiDAR - Project Flight Miles (On project flight miles) per mile 20.00 $0.00 Fixed Wing Airborne LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 20.00 $0.00Aerial Photography - Airborne GPS/IMU Data collection/Processing Per Project 2,275.00 $0.00Aerial Photography - Project Flight Miles (On project flight miles) Per Mile 30.00 $0.00Aerial Photography - Transit miles (including turn, maneuver miles and local airport to project) Per Mile 25.00 $0.00LiDAR Workstation hour 25.00 $0.00Digital Image processing each 25.00 $0.00

SUV or ATV Rental (Includes taxes and fees; Insurance costs will not be reimbursed) day 150.00 $0.00

Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) day 80.00 $0.00

Flashing Arrow Board day 500.00 $0.00

Portable Message Board day 200.00 $0.00

Law Enforcement/Uniform Officer (including vehicle) hour 75.00 $0.00

Mobilization/Demobilization Non-Destructive Deflection Testing Equipment mile 4.00 $0.00

Falling Weight Deflection (FWD) Testing day 2,100.00 $0.00

Mobilization/Demobilization Laboratory each 2,100.00 $0.00

AASHTO Accreditation Aggregates Laboratory each 6,500.00 $0.00

AASHTO Accreditation Hot Mix Laboratory each 7,500.00 $0.00

AASHTO Accreditation Soil Laboratory each 6,500.00 $0.00

CCRL Accreditation each 11,000.00 $0.00

Equipment Calibration each 1,000.00 $0.00

Ass Office Trailer Rental each 600.00 $0.00

Taxi/Cab fare each/person 30.00 $0.00

Overnight Mail - oversized box each 35.00 $0.00

Courier Services each 30.00 $0.00

Photocopies Color (11" X 17") each 1.25 $0.00

Photocopies Color (8 1/2" X 11") each 0.65 $0.00

Digital Ortho Plotting sheet 1.50 $0.00

Report Printing each 50.00 $0.00

Railroad - Flagger (Service provided by RR) hour 60.00 $0.00

Railroad - Insurance in addition to STD Minimum Required (Minimum coverage of $1 Million required by RR.) each 10,000.00 $0.00

Railroad - Permit [Note: Read and then delete this note. Most railroad companies charge a fee of $500 for the permit to access their property.] each 2,000.00 $0.00

Railroad - Safety Training (If required - Heavy Rail Safety Training Certificate, includes classroom training and employee certification card.) Per Person 300.00 $0.00

Shelby Tubes Transportation Box each 60.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00Personal Protective Equipment (hat, vest, gloves, boots, hearing protection, glasses) Per Person 200.00 $0.00Office supplies (Paper, folders, small field tools, etc.) Per Month 250.00 $0.00Curator (Drawer & TX Archaeological Research Lab for artifacts & report) per project 1,000.00 $0.00Backhoe Rental Day 250.00 $0.00Drawing Binders (variable depth for 11" X 17" paper) Each 10.00 $0.00Environmental Database Search Per Project 825.00 $0.00Environmental Field Supplies (lathes, stakes, flagging, spray paint, etc.) Day 40.00 $0.00Fathometer Day 90.00 $0.00

Fathometer Hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) Hour 25.00 $0.00

Ground Penetrating Radar (equipment only) Day 250.00 $0.00

Ground Target (includes paint, panel material, etc.) Each 30.00 $0.00

Map Records Sheet 4.00 $0.00

Map, Tapes, and Supplies each 30.00 $0.00

Noise Meter Rental Per Project 250.00 $0.00

Oversize, special handling or extra baggage airline fees Each 125.00 $0.00

Rental Equipment - Gasoline Powered Auger Day 60.00 $0.00

Reprographics Per Sq Feet 2.50 $0.00

Required Permit Fees (non-railroad) Each 75.00 $0.00

Reproduction CD/DVD each 1.50 $0.00

Certified Flagman hour 30.00 $0.00

LiDAR Mobile Mapping System, (Includes mileage on project and fuel) (Does not include travel to project.) N/A 8,000.00 $0.00

Mobilization for Aerial Photography/LiDAR Fixed Wing Aircraft (Includes fuel and transportation cost) N/A 25,000.00 $0.00

Office Trailer Rental Each 40,000.00 $0.00

Mobilization for Helicopter Airborne LiDAR (Includes helicopter, fuel and transportation cost) N/A 25,000.00 $0.00$161,281.00Total Other Direct Expenses

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 89: Work Authorizations Used Contract No

Sub-Provider: Hicks Company Environmental/ArcheologicalHighway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE

Legacy Contract No. 12-7SDP5045 PS No. 7384

Page 23 of 33 Attachment E

TASK DESCRIPTION DEPUTY PROJECT PROJECT DESIGN SENIOR QUALITY ARCHEOLOGIST SENIOR SENIOR SENIOR ENVIRONMENTAL ENVIRONMENTAL ENVIRONMENTAL ADMIN SENIOR TOTAL TOTAL

Construction Engineering Inspection Services PROGRAM MANAGER ENGINEER ENGINEER ADVISOR MANAGER I / II ARCHITECTUAL ARCH-PRINCIPLE ENVIRONMENTAL / PLANNER IV SCIENTIST SPECIALIST / CLERICAL ENVIRONMENTAL HOME OFFICE FIELD OFFICE

Work Authorization Termination Date: 9/30/2022 MANAGER I HISTORIAN INVESTIGATOR SCIENTIST III I INSPECTOR HRS. & COSTS COSTS

CONTRACT RATE PER HOUR - SPECIFIED RATES $ 158.44 $ 178.25 $ 156.92 $ 63.99 $ 100.55 $ 100.55 $ 127.97 $ 112.74 $ 94.46 $ 91.41 $ 57.89 $ 84.52

CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering Services 0 0

Leadership & Management and the Project Implementation Plan (PIP) 0 0GEC-D/C Advisory Services relating to Design and Construction 0 0Master Schedule 0 0Project Controls to support design and construction oversight tasks in this agreement 0 0

Quality Management System 0 0

Transition to GECM or State Operations & Maintenance (O&M) Personnel 0 0

DBE/SBE/HUB Compliance Monitoring 0 0Sub-Total Labor Hours 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0TOTAL LABOR COST $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHTReview and Oversight of the ADP Firm's PMPReview and Oversight of ADP Firm's Project Schedules and Payments 0 0Safety Compliance 0 0Contract Management and Claims 0 0

Design Plan Review, Oversight, Coordination & Interaction with ADP Firm

Reviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office 0 0

Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility Relocations 0 0

Reviews and Oversight relating to environmental compliance 1 80 1 1 1 1 1 1 1 1 236 2048 325 2048Reviews and Oversight of Survey Management and ControlDesign Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems components 0 0

Review and Oversight of Value Engineering components 0 0Constructability Reviews 0 0Construction Engineering OversightMaterials Engineering and Testing 0 0Public Involvement Oversight 0 0Additional Duties During ConstructionChange Orders, RFI's, NDC's and Design Deviations 0 0Independent Assurance Program 0 0Referee Materials Testing Services 0 0As-Built Documents Project Close Out and Final Acceptance 0 0Construction Coordination Oversight or Acceptance of Toll Integrator System 0 0

Construction Schedule Reviews and Compliance Verification of ADP Firm's Schedule 0 0

Sub-Total Labor Hours 0 0 1 0 80 1 1 1 1 1 1 1 1 236 2,048 325 2,048Direct Labor Cost $ - $ - $ - $ - $ 14,260.00 $ 156.92 $ 63.99 $ 100.55 $ 100.55 $ 127.97 $ 112.74 $ 94.46 $ 91.41 $ 13,662.04 $ 173,096.96 $ 28,770.63 $ 173,096.96

$201,867.59

$115,312.50

$317,180.09

TOTAL LABOR COSTS

OFFICE OVERHEAD RATEFIELD OFFICE

OVERHEAD RATE

SUMMARY

TOTAL OTHER DIRECT EXPENSES

PRIME GRAND TOTAL

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 90: Work Authorizations Used Contract No

Sub: Hicks Company Environmental/ArcheologicalHighway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: OTHER DIRECT EXPENSES

Legacy Contract No. 12-7SDP5045 PS No. 7384

Page 24 of 33 Attachment E

Other Direct Expenses Unit Negotiated Rates Quantity Extended

Lodging/Hotel - Taxes and Fees day/person 30.00 $0.00Lodging/Hotel (Taxes/fees not included) day/person 91.00 $0.00Meals (Excluding alcohol & tips) (Overnight stay required) Day/person 51.00 $0.00Mileage mile 0.535 10,000 $5,350.00Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) month 1,400.00 $0.00Construction Truck 4x4 (Includes operation and maintenance costs; Insurance costs will not be reimbursed) month 1,800.00 55 $99,000.00 Rental Car (Includes taxes and fees; Insurance costs will not be reimbursed) day 65.00 $0.00 Air Travel - In State - Short Notice (Coach) Rd Trip/person 557.00 $0.00Air Travel - In State - 2+ Wks Notice (Coach) Rd Trip/person 400.00 $0.00Rental Car Fuel gallon 4.00 $0.00Toll Charges each 10.00 50 $500.00Parking day 20.00 $0.00Standard Postage letter 0.49 $0.00

Overnight Mail - letter size each 23.75 20 $475.00

Photocopies B/W (11" X 17") each 0.20 $0.00

Photocopies B/W (8 1/2" X 11") Each 0.10 $0.00

Plots (B/W on Bond) square foot 0.75 $0.00

Plots (Color on Bond) square foot 1.50 $0.00

Plots (Color on Photographic Paper) square foot 4.75 $0.00

Color Graphics on Foam Board square foot 10.00 $0.00

Presentation Boards up to 48" X 60" Color Mounted each 95.00 $0.00

Report Binding and Tabbing (Includes labor and supplies) each 15.00 $0.00

Cardstock Color (8 1/2" x 11") each 1.50 $0.00

Notebooks each 9.50 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Large Project (Includes labor, equipment and fuel) day 3,000.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Medium Project (Includes labor, equipment and fuel) day 2,350.00 $0.00

Ass Traffic Control Services, Arrow Boards and Attenuator trucks - Small Project (Includes labor, equipment and fuel) Day 1,500.00 $0.00

Attenuator trucks - (Lane/Shoulder Closure) (Includes labor, equipment and fuel) day 400.00 $0.00

Attenuator trucks - (No Lane Closure) (Includes labor, equipment and fuel) day 250.00 $0.00

Cellular Telephone & Data Plan each 100.00 55 $5,500.00

Wireless router/service each 30.00 $0.00

Laptop Computer/Ipad and Data each 62.50 55 $3,437.50

Desktop & Microcomputer w/Plotter-each/month each/month 42.50 $0.00

Boat with Motor day 275.00 $0.00

Fathometer day 90.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00

GPS RTK (rates applied to actual time GPS units are in use) hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) hour 28.00 $0.00

Map Records sheet 7.00 $0.00

Deed Copies sheet 3.00 $0.00Certified Deed Copies sheet 3.00 $0.00Type II ROW Monument - Excavated/Drilled, rocks, rocky soil. 2-4 inch depth (includes crew time, equipment, materials, rentals, & labor). Brass Marker supplied by TxDOT each 70.00 $0.00Type II ROW Monument - Poured 2-3 Feet (includes One Call, crew time, equipment, materials, rentals, labor). Brass Marker supplied by TxDOT

each200.00 $0.00

Terrestrial Laser Scanner (rates applied to actual time scanner unit is in use) hour 90.00 $0.00Ground Target (includes paint, panel material, etc.) each 35.00 $0.00Helicopter Equipment LiDAR - Project Flight Miles (On project flight miles) per mile 60.00 $0.00Helicopter Equipment LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 15.00 $0.00 Fixed Wing Airborne LiDAR - Project Flight Miles (On project flight miles) per mile 20.00 $0.00 Fixed Wing Airborne LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 20.00 $0.00Aerial Photography - Airborne GPS/IMU Data collection/Processing Per Project 2,275.00 $0.00Aerial Photography - Project Flight Miles (On project flight miles) Per Mile 30.00 $0.00Aerial Photography - Transit miles (including turn, maneuver miles and local airport to project) Per Mile 25.00 $0.00LiDAR Workstation hour 25.00 $0.00Digital Image processing each 25.00 $0.00

SUV or ATV Rental (Includes taxes and fees; Insurance costs will not be reimbursed) day 150.00 $0.00

Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) day 80.00 $0.00

Flashing Arrow Board day 500.00 $0.00

Portable Message Board day 200.00 $0.00

Law Enforcement/Uniform Officer (including vehicle) hour 75.00 $0.00

Mobilization/Demobilization Non-Destructive Deflection Testing Equipment mile 4.00 $0.00

Falling Weight Deflection (FWD) Testing day 2,100.00 $0.00

Mobilization/Demobilization Laboratory each 2,100.00 $0.00

AASHTO Accreditation Aggregates Laboratory each 6,500.00 $0.00

AASHTO Accreditation Hot Mix Laboratory each 7,500.00 $0.00

AASHTO Accreditation Soil Laboratory each 6,500.00 $0.00

CCRL Accreditation each 11,000.00 $0.00

Equipment Calibration each 1,000.00 $0.00

Office Trailer Rental each 600.00 $0.00

Taxi/Cab fare each/person 30.00 $0.00

Overnight Mail - oversized box each 35.00 $0.00

Courier Services each 30.00 15 $450.00

Photocopies Color (11" X 17") each 1.25 $0.00

Photocopies Color (8 1/2" X 11") each 0.65 $0.00

Digital Ortho Plotting sheet 1.50 $0.00

Report Printing each 50.00 $0.00

Railroad - Flagger (Service provided by RR) hour 60.00 $0.00

Railroad - Insurance in addition to STD Minimum Required (Minimum coverage of $1 Million required by RR.) each 10,000.00 $0.00

Railroad - Permit [Note: Read and then delete this note. Most railroad companies charge a fee of $500 for the permit to access their property.] each 2,000.00 $0.00

Railroad - Safety Training (If required - Heavy Rail Safety Training Certificate, includes classroom training and employee certification card.) Per Person 300.00 $0.00

Shelby Tubes Transportation Box each 60.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00Personal Protective Equipment (hat, vest, gloves, boots, hearing protection, glasses) Per Person 200.00 3 $600.00Office supplies (Paper, folders, small field tools, etc.) Per Month 250.00 $0.00Curator (Drawer & TX Archaeological Research Lab for artifacts & report) per project 1,000.00 $0.00Backhoe Rental Day 250.00 $0.00Drawing Binders (variable depth for 11" X 17" paper) Each 10.00 $0.00Environmental Database Search Per Project 825.00 $0.00Environmental Field Supplies (lathes, stakes, flagging, spray paint, etc.) Day 40.00 $0.00Fathometer Day 90.00 $0.00

Fathometer Hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) Hour 25.00 $0.00

Ground Penetrating Radar (equipment only) Day 250.00 $0.00

Ground Target (includes paint, panel material, etc.) Each 30.00 $0.00

Map Records Sheet 4.00 $0.00

Map, Tapes, and Supplies each 30.00 $0.00

Noise Meter Rental Per Project 250.00 $0.00

Oversize, special handling or extra baggage airline fees Each 125.00 $0.00

Rental Equipment - Gasoline Powered Auger Day 60.00 $0.00

Reprographics Per Sq Feet 2.50 $0.00

Required Permit Fees (non-railroad) Each 75.00 $0.00

Reproduction CD/DVD each 1.50 $0.00

Certified Flagman hour 30.00 $0.00

LiDAR Mobile Mapping System, (Includes mileage on project and fuel) (Does not include travel to project.) N/A 8,000.00 $0.00

Mobilization for Aerial Photography/LiDAR Fixed Wing Aircraft (Includes fuel and transportation cost) N/A 25,000.00 $0.00

Office Trailer Rental Each 40,000.00 $0.00

Mobilization for Helicopter Airborne LiDAR (Includes helicopter, fuel and transportation cost) N/A 25,000.00 $0.00

$0.00$115,312.50Total Other Direct Expenses

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 91: Work Authorizations Used Contract No

Sub-Provider: VRX, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 25 of 33 Attachment E

TASK DESCRIPTION DEPUTY PROJECT PROJECT DESIGN SENIOR ADMIN STRUCTURAL SENIOR CONSTRUCTION CONSTRUCTION CONSTRUCTION TOTAL TOTAL

Construction Engineering Inspection Services PROGRAM MANAGER ENGINEER ENGINEER ENGINEER / CLERICAL INSPECTOR CONSTRUCTION INSPECTOR INSPECTOR INSPECTOR HOME OFFICE FIELD OFFICE

Work Authorization Termination Date: 9/30/2022 MANAGER I I INSPECTOR III II I HRS. & COSTS COSTS

CONTRACT RATE PER HOUR - SPECIFIED RATES $ 182.33 $ 61.81 $ 114.30 $ 111.70 $ 93.52 $ 85.73 $ 75.34 CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering Services 0 0

Leadership & Management and the Project Implementation Plan (PIP) 0 0GEC-D/C Advisory Services relating to Design and Construction 0 0Master Schedule 0 0Project Controls to support design and construction oversight tasks in this agreement 0 0

Quality Management System 0 0

Transition to GECM or State Operations & Maintenance (O&M) Personnel 0 0

DBE/SBE/HUB Compliance Monitoring 0 0Sub-Total Labor Hours 0 0 0 0 0 0 0 0 0 0 0 0 0TOTAL LABOR COST $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHTReview and Oversight of the ADP Firm's PMPReview and Oversight of ADP Firm's Project Schedules and Payments 0 0Safety Compliance 0 0Contract Management and Claims 0 0

Design Plan Review, Oversight, Coordination & Interaction with ADP Firm

Reviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office 0 0

Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility Relocations 0 0

Reviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and Control 0 0Design Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems components 0 0

Review and Oversight of Value Engineering components 0 0Constructability ReviewsConstruction Engineering Oversight 20 120 4200 1 1 1 140 4203Materials Engineering and Testing 0 0Public Involvement Oversight 0 0Additional Duties During Construction 20 600Change Orders, RFI's, NDC's and Design Deviations 0 0Independent Assurance Program 20 20 0Referee Materials Testing Services 0 0As-Built Documents Project Close Out and Final Acceptance 0 0Construction Coordination Oversight or Acceptance of Toll Integrator System 0 0

Construction Schedule Reviews and Compliance Verification of ADP Firm's Schedule 0 0

Sub-Total Labor Hours 0 0 0 0 60 120 0 4,800 1 1 1 180 4,803Direct Labor Cost $ - $ - $ - $ - $ 10,939.80 $ 7,417.20 $ - $ 536,160.00 $ 93.52 $ 85.73 $ 75.34 $ 18,357.00 $ 536,414.59

$554,771.59$59,275.00

$614,046.59

TOTAL LABOR COSTS

OFFICE OVERHEAD RATE FIELD OFFICE OVERHEAD RATE

SUMMARY

TOTAL OTHER DIRECT EXPENSESPRIME GRAND TOTAL

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

Page 92: Work Authorizations Used Contract No

Sub-Provider: VRX, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: OTHER DIRECT EXPENSES

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 26 of 33 Attachment E

Other Direct Expenses Unit Negotiated Rates Quantity Extended

Lodging/Hotel - Taxes and Fees day/person 30.00 $0.00Lodging/Hotel (Taxes/fees not included) day/person 91.00 $0.00Meals (Excluding alcohol & tips) (Overnight stay required) Day/person 51.00 $0.00Mileage mile 0.54 $0.00Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) month 1,400.00 $0.00Construction Truck 4x4 (Includes operation and maintenance costs; Insurance costs will not be reimbursed) month 1,800.00 30 $54,000.00 Rental Car (Includes taxes and fees; Insurance costs will not be reimbursed) day 65.00 $0.00 Air Travel - In State - Short Notice (Coach) Rd Trip/person 557.00 $0.00Air Travel - In State - 2+ Wks Notice (Coach) Rd Trip/person 400.00 $0.00Rental Car Fuel gallon 4.00 $0.00Toll Charges each 10.00 $0.00Parking day 20.00 $0.00Standard Postage letter 0.49 $0.00

Overnight Mail - letter size each 23.75 $0.00

Photocopies B/W (11" X 17") each 0.20 $0.00

Photocopies B/W (8 1/2" X 11") Each 0.10 $0.00

Plots (B/W on Bond) square foot 0.75 $0.00

Plots (Color on Bond) square foot 1.50 $0.00

Plots (Color on Photographic Paper) square foot 4.75 $0.00

Color Graphics on Foam Board square foot 10.00 $0.00

Presentation Boards up to 48" X 60" Color Mounted each 95.00 $0.00

Report Binding and Tabbing (Includes labor and supplies) each 15.00 $0.00

Cardstock Color (8 1/2" x 11") each 1.50 $0.00

Notebooks each 9.50 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Large Project (Includes labor, equipment and fuel) day 3,000.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Medium Project (Includes labor, equipment and fuel) day 2,350.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Small Project (Includes labor, equipment and fuel) Day 1,500.00 $0.00

Attenuator trucks - (Lane/Shoulder Closure) (Includes labor, equipment and fuel) day 400.00 $0.00

Attenuator trucks - (No Lane Closure) (Includes labor, equipment and fuel) day 250.00 $0.00

Cellular Telephone & Data Plan each 100.00 30 $3,000.00

Wireless router/service each 30.00 $0.00

Laptop Computer/Ipad and Data each 62.50 30 $1,875.00

Desktop & Microcomputer w/Plotter-each/month each/month 42.50 $0.00

Boat with Motor day 275.00 $0.00

Fathometer day 90.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00

GPS RTK (rates applied to actual time GPS units are in use) hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) hour 28.00 $0.00

Map Records sheet 7.00 $0.00

Deed Copies sheet 3.00 $0.00Certified Deed Copies sheet 3.00 $0.00Type II ROW Monument - Excavated/Drilled, rocks, rocky soil. 2-4 inch depth (includes crew time, equipment, materials, rentals, & labor). Brass Marker supplied by TxDOT each 70.00 $0.00Type II ROW Monument - Poured 2-3 Feet (includes One Call, crew time, equipment, materials, rentals, labor). Brass Marker supplied by TxDOT

each200.00 $0.00

Terrestrial Laser Scanner (rates applied to actual time scanner unit is in use) hour 90.00 $0.00Ground Target (includes paint, panel material, etc.) each 35.00 $0.00Helicopter Equipment LiDAR - Project Flight Miles (On project flight miles) per mile 60.00 $0.00Helicopter Equipment LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 15.00 $0.00 Fixed Wing Airborne LiDAR - Project Flight Miles (On project flight miles) per mile 20.00 $0.00 Fixed Wing Airborne LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 20.00 $0.00Aerial Photography - Airborne GPS/IMU Data collection/Processing Per Project 2,275.00 $0.00Aerial Photography - Project Flight Miles (On project flight miles) Per Mile 30.00 $0.00Aerial Photography - Transit miles (including turn, maneuver miles and local airport to project) Per Mile 25.00 $0.00LiDAR Workstation hour 25.00 $0.00Digital Image processing each 25.00 $0.00

SUV or ATV Rental (Includes taxes and fees; Insurance costs will not be reimbursed) day 150.00 $0.00

Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) day 80.00 $0.00

Flashing Arrow Board day 500.00 $0.00

Portable Message Board day 200.00 $0.00

Law Enforcement/Uniform Officer (including vehicle) hour 75.00 $0.00

Mobilization/Demobilization Non-Destructive Deflection Testing Equipment mile 4.00 $0.00

Falling Weight Deflection (FWD) Testing day 2,100.00 $0.00

Mobilization/Demobilization Laboratory each 2,100.00 $0.00

AASHTO Accreditation Aggregates Laboratory each 6,500.00 $0.00

AASHTO Accreditation Hot Mix Laboratory each 7,500.00 $0.00

AASHTO Accreditation Soil Laboratory each 6,500.00 $0.00

CCRL Accreditation each 11,000.00 $0.00

Equipment Calibration each 1,000.00 $0.00

Office Trailer Rental each 600.00 $0.00

Taxi/Cab fare each/person 30.00 $0.00

Overnight Mail - oversized box each 35.00 $0.00

Courier Services each 30.00 $0.00

Photocopies Color (11" X 17") each 1.25 $0.00

Photocopies Color (8 1/2" X 11") each 0.65 $0.00

Digital Ortho Plotting sheet 1.50 $0.00

Report Printing each 50.00 $0.00

Railroad - Flagger (Service provided by RR) hour 60.00 $0.00

Railroad - Insurance in addition to STD Minimum Required (Minimum coverage of $1 Million required by RR.) each 10,000.00 $0.00

Railroad - Permit [Note: Read and then delete this note. Most railroad companies charge a fee of $500 for the permit to access their propert each 2,000.00 $0.00

Railroad - Safety Training (If required - Heavy Rail Safety Training Certificate, includes classroom training and employee certification card.) Per Person 300.00 $0.00

Shelby Tubes Transportation Box each 60.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00Personal Protective Equipment (hat, vest, gloves, boots, hearing protection, glasses) Per Person 200.00 2 $400.00Office supplies (Paper, folders, small field tools, etc.) Per Month 250.00 $0.00Curator (Drawer & TX Archaeological Research Lab for artifacts & report) per project 1,000.00 $0.00Backhoe Rental Day 250.00 $0.00Drawing Binders (variable depth for 11" X 17" paper) Each 10.00 $0.00Environmental Database Search Per Project 825.00 $0.00Environmental Field Supplies (lathes, stakes, flagging, spray paint, etc.) Day 40.00 $0.00Fathometer Day 90.00 $0.00

Fathometer Hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) Hour 25.00 $0.00

Ground Penetrating Radar (equipment only) Day 250.00 $0.00

Ground Target (includes paint, panel material, etc.) Each 30.00 $0.00

Map Records Sheet 4.00 $0.00

Map, Tapes, and Supplies each 30.00 $0.00

Noise Meter Rental Per Project 250.00 $0.00

Oversize, special handling or extra baggage airline fees Each 125.00 $0.00

Rental Equipment - Gasoline Powered Auger Day 60.00 $0.00

Reprographics Per Sq Feet 2.50 $0.00

Required Permit Fees (non-railroad) Each 75.00 $0.00

Reproduction CD/DVD each 1.50 $0.00

Certified Flagman hour 30.00 $0.00

LiDAR Mobile Mapping System, (Includes mileage on project and fuel) (Does not include travel to project.) N/A 8,000.00 $0.00

Mobilization for Aerial Photography/LiDAR Fixed Wing Aircraft (Includes fuel and transportation cost) N/A 25,000.00 $0.00

Office Trailer Rental Each 40,000.00 $0.00

Mobilization for Helicopter Airborne LiDAR (Includes helicopter, fuel and transportation cost) N/A 25,000.00 $0.00$59,275.00Total Other Direct Expenses

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Sub-Provider: Surveying and Mapping, LLC.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 27 of 33 Attachment E

TASK DESCRIPTION PROJECT PROJECT DESIGN ADMIN FIELD SENIOR SURVEY INSTRUMENT PARTY ROD MAN TOTAL TOTAL

Construction Engineering Inspection Services PROJECT ENGINEER ENGINEER / CLERICAL COORDINATOR SURVEY TECH OPERATOR CHIEF HOME OFFICE FIELD OFFICE

Work Authorization Termination Date: 9/30/2022 MANAGER I I TECH HRS. & COSTS COSTS

CONTRACT RATE PER HOUR - SPECIFIED RATES $ 144.99 $ 123.85 $ 60.41 $ 87.30 $ 90.62 $ 78.54 $ 45.31 $ 74.01 $ 31.72 CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering Services 0 0

Leadership & Management and the Project Implementation Plan (PIP) 0 0GEC-D/C Advisory Services relating to Design and Construction 0 0Master Schedule 0 0Project Controls to support design and construction oversight tasks in this agreement 0 0

Quality Management System 0 0Transition to GECM or State Operations & Maintenance (O&M) Personnel 0 0

DBE/SBE/HUB Compliance Monitoring 0 0Sub-Total Labor Hours 0 0 0 0 0 0 0 0 0 0 0 0 0TOTAL LABOR COST $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHTReview and Oversight of the ADP Firm's PMPReview and Oversight of ADP Firm's Project Schedules and Payments 0 0Safety Compliance 0 0Contract Management and Claims 0 0Design Plan Review, Oversight, Coordination & Interaction with ADP FirmReviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office 100 100 0

Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility Relocations 100 100 0

Reviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and Control 128 76 228 152 152 152 152 152 152 888 456Design Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems components 0 0

Review and Oversight of Value Engineering components 0 0Constructability ReviewsConstruction Engineering Oversight 0 0Materials Engineering and Testing 0 0Public Involvement Oversight 0 0Additional Duties During ConstructionChange Orders, RFI's, NDC's and Design Deviations 0 0Independent Assurance Program 0 0Referee Materials Testing Services 0 0As-Built Documents Project Close Out and Final Acceptance 0 0Construction Coordination Oversight or Acceptance of Toll Integrator System 0 0

Construction Schedule Reviews and Compliance Verification of ADP Firm's Schedule 0 0

Sub-Total Labor Hours 328 0 0 76 228 152 152 152 152 152 152 1,088 456Direct Labor Cost $ 47,556.72 $ - $ - $ 9,412.60 $ 13,773.48 $ 13,269.60 $ 13,774.24 $ 11,938.08 $ 6,887.12 $ 11,249.52 $ 4,821.44 $ 109,724.72 $ 22,958.08

$132,682.80

$13,162.87

$145,845.67TOTAL OTHER DIRECT EXPENSES

GRAND TOTAL

TOTAL LABOR COSTS

RPLS TASK LEADER

FIELD OFFICE OVERHEAD RATE

SUMMARY

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Sub-Provider: Surveying and Mapping, LLCHighway: SH 249CSJ:

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: OTHER DIRECT EXPENSES

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No.

Page 28 of 33 Attachment E

Other Direct Expenses Unit Negotiated Rates Quantity Extended

Lodging/Hotel - Taxes and Fees day/person 30.00 $0.00Lodging/Hotel (Taxes/fees not included) day/person 91.00 $0.00Meals (Excluding alcohol & tips) (Overnight stay required) Day/person 51.00 $0.00Mileage mile 0.535 1,239 $662.87Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) month 1,400.00 $0.00Construction Truck 4x4 (Includes operation and maintenance costs; Insurance costs will not be reimbursed) month 1,800.00 $0.00 Rental Car (Includes taxes and fees; Insurance costs will not be reimbursed) day 65.00 $0.00 Air Travel - In State - Short Notice (Coach) Rd Trip/person 557.00 $0.00Air Travel - In State - 2+ Wks Notice (Coach) Rd Trip/person 400.00 $0.00Rental Car Fuel gallon 4.00 $0.00Toll Charges each 10.00 $0.00Parking day 20.00 $0.00Standard Postage letter 0.49 $0.00

Overnight Mail - letter size each 23.75 $0.00

Photocopies B/W (11" X 17") each 0.20 $0.00

Photocopies B/W (8 1/2" X 11") Each 0.10 $0.00

Plots (B/W on Bond) square foot 0.75 $0.00

Plots (Color on Bond) square foot 1.50 $0.00

Plots (Color on Photographic Paper) square foot 4.75 $0.00

Color Graphics on Foam Board square foot 10.00 $0.00

Presentation Boards up to 48" X 60" Color Mounted each 95.00 $0.00

Report Binding and Tabbing (Includes labor and supplies) each 15.00 $0.00

Cardstock Color (8 1/2" x 11") each 1.50 $0.00

Notebooks each 9.50 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Large Project (Includes labor, equipment and fuel) day 3,000.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Medium Project (Includes labor, equipment and fuel) day 2,350.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Small Project (Includes labor, equipment and fuel) Day 1,500.00 $0.00

Attenuator trucks - (Lane/Shoulder Closure) (Includes labor, equipment and fuel) day 400.00 $0.00

Attenuator trucks - (No Lane Closure) (Includes labor, equipment and fuel) day 250.00 $0.00

Cellular Telephone & Data Plan each 100.00 $0.00

Wireless router/service each 30.00 $0.00

Laptop Computer/Ipad and Data each 62.50 $0.00

Desktop & Microcomputer w/Plotter-each/month each/month 42.50 $0.00

Boat with Motor day 275.00 $0.00

Fathometer day 90.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00

GPS RTK (rates applied to actual time GPS units are in use) hour 25.00 500 $12,500.00

GPS Static (rates applied to actual time GPS units are in use) hour 28.00 $0.00

Map Records sheet 7.00 $0.00

Deed Copies sheet 3.00 $0.00Certified Deed Copies sheet 3.00 $0.00Type II ROW Monument - Excavated/Drilled, rocks, rocky soil. 2-4 inch depth (includes crew time, equipment, materials, rentals, & labor). Brass Marker supplied by TxDOT each 70.00 $0.00Type II ROW Monument - Poured 2-3 Feet (includes One Call, crew time, equipment, materials, rentals, labor). Brass Marker supplied by TxDOT

each200.00 $0.00

Terrestrial Laser Scanner (rates applied to actual time scanner unit is in use) hour 90.00 $0.00Ground Target (includes paint, panel material, etc.) each 35.00 $0.00Helicopter Equipment LiDAR - Project Flight Miles (On project flight miles) per mile 60.00 $0.00Helicopter Equipment LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 15.00 $0.00 Fixed Wing Airborne LiDAR - Project Flight Miles (On project flight miles) per mile 20.00 $0.00 Fixed Wing Airborne LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 20.00 $0.00Aerial Photography - Airborne GPS/IMU Data collection/Processing Per Project 2,275.00 $0.00Aerial Photography - Project Flight Miles (On project flight miles) Per Mile 30.00 $0.00Aerial Photography - Transit miles (including turn, maneuver miles and local airport to project) Per Mile 25.00 $0.00LiDAR Workstation hour 25.00 $0.00Digital Image processing each 25.00 $0.00

SUV or ATV Rental (Includes taxes and fees; Insurance costs will not be reimbursed) day 150.00 $0.00

Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) day 80.00 $0.00

Flashing Arrow Board day 500.00 $0.00

Portable Message Board day 200.00 $0.00

Law Enforcement/Uniform Officer (including vehicle) hour 75.00 $0.00

Mobilization/Demobilization Non-Destructive Deflection Testing Equipment mile 4.00 $0.00

Falling Weight Deflection (FWD) Testing day 2,100.00 $0.00

Mobilization/Demobilization Laboratory each 2,100.00 $0.00

AASHTO Accreditation Aggregates Laboratory each 6,500.00 $0.00

AASHTO Accreditation Hot Mix Laboratory each 7,500.00 $0.00

AASHTO Accreditation Soil Laboratory each 6,500.00 $0.00

CCRL Accreditation each 11,000.00 $0.00

Equipment Calibration each 1,000.00 $0.00

Office Trailer Rental each 600.00 $0.00

Taxi/Cab fare each/person 30.00 $0.00

Overnight Mail - oversized box each 35.00 $0.00

Courier Services each 30.00 $0.00

Photocopies Color (11" X 17") each 1.25 $0.00

Photocopies Color (8 1/2" X 11") each 0.65 $0.00

Digital Ortho Plotting sheet 1.50 $0.00

Report Printing each 50.00 $0.00

Railroad - Flagger (Service provided by RR) hour 60.00 $0.00

Railroad - Insurance in addition to STD Minimum Required (Minimum coverage of $1 Million required by RR.) each 10,000.00 $0.00

Railroad - Permit [Note: Read and then delete this note. Most railroad companies charge a fee of $500 for the permit to access their property.] each 2,000.00 $0.00

Railroad - Safety Training (If required - Heavy Rail Safety Training Certificate, includes classroom training and employee certification card.) Per Person 300.00 $0.00

Shelby Tubes Transportation Box each 60.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00Personal Protective Equipment (hat, vest, gloves, boots, hearing protection, glasses) Per Person 200.00 $0.00Office supplies (Paper, folders, small field tools, etc.) Per Month 250.00 $0.00Curator (Drawer & TX Archaeological Research Lab for artifacts & report) per project 1,000.00 $0.00Backhoe Rental Day 250.00 $0.00Drawing Binders (variable depth for 11" X 17" paper) Each 10.00 $0.00Environmental Database Search Per Project 825.00 $0.00Environmental Field Supplies (lathes, stakes, flagging, spray paint, etc.) Day 40.00 $0.00Fathometer Day 90.00 $0.00

Fathometer Hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) Hour 25.00 $0.00

Ground Penetrating Radar (equipment only) Day 250.00 $0.00

Ground Target (includes paint, panel material, etc.) Each 30.00 $0.00

Map Records Sheet 4.00 $0.00

Map, Tapes, and Supplies each 30.00 $0.00

Noise Meter Rental Per Project 250.00 $0.00

Oversize, special handling or extra baggage airline fees Each 125.00 $0.00

Rental Equipment - Gasoline Powered Auger Day 60.00 $0.00

Reprographics Per Sq Feet 2.50 $0.00

Required Permit Fees (non-railroad) Each 75.00 $0.00

Reproduction CD/DVD each 1.50 $0.00

Certified Flagman hour 30.00 $0.00

LiDAR Mobile Mapping System, (Includes mileage on project and fuel) (Does not include travel to project.) N/A 8,000.00 $0.00

Mobilization for Aerial Photography/LiDAR Fixed Wing Aircraft (Includes fuel and transportation cost) N/A 25,000.00 $0.00

Office Trailer Rental Each 40,000.00 $0.00

Mobilization for Helicopter Airborne LiDAR (Includes helicopter, fuel and transportation cost) N/A 25,000.00 $0.00$13,162.87Total Other Direct Expenses

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Sub-Provider: HVJ Associates, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT:

UNIT COST

Legacy Contract No. 12-7SDP5045 PS Contract No. 7384

Page 29 of 33 Attachment E

UNIT COST EXPENSES TEST CODE # OF UNITS RATE UNIT Amount

1 - Person Survey Crew (GPS and Robotic Total Stations included in indirect cost rate. Mileage not included.) N/A 100 $95.00 Hour $9,500.002 - Person Survey Crew (GPS and Robotic Total Stations included in indirect cost rate. Mileage not included.) N/A 100 $144.00 Hour $14,400.003 - Person Survey Crew (GPS and Robotic Total Stations included in indirect cost rate. Mileage not included.) N/A 100 $170.00 Hour $17,000.00

$40,900.00TOTAL UNIT COST $40,900.00

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Sub-Provider: HVJ Associates, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 30 of 33 Attachment E

TASK DESCRIPTION DEPUTY PROJECT PROJECT DESIGN LABORATORY QUALITY SENIOR SENIOR ENGINEER JUNIOR ADMIN ENGR TECH ENGR TECH ENGR TECH

Construction Engineering Inspection Services PROGRAM MANAGER ENGINEER ENGINEER MANAGER MANAGER ENGINEER ENGINEERING TECH ENGINEER / CLERICAL TX APA TX APA TX APAWork Authorization Termination Date: 9/30/2022 MANAGER I TECH TECH I SB101 SB201 SB202

CONTRACT RATE PER HOUR - SPECIFIED RATES $ 201.01 $ 141.89 $ 121.79 $ 150.76 $ 162.58 $ 182.68 $ 94.59 $ 100.51 $ 81.29 $ 60.60 $ 63.55 $ 70.94 $ 81.29 $ 81.29 CSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering Services

Leadership & Management and the Project Implementation Plan (PIP)

GEC-D/C Advisory Services relating to Design and ConstructionMaster ScheduleProject Controls to support design and construction oversight tasks in this agreementQuality Management System

Transition to GECM or State Operations & Maintenance (O&M) Personnel

DBE/SBE/HUB Compliance MonitoringSub-Total Labor Hours 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 TOTAL LABOR COST $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHT

Review and Oversight of the ADP Firm's PMPReview and Oversight of ADP Firm's Project Schedules and PaymentsSafety ComplianceContract Management and Claims

Design Plan Review, Oversight, Coordination & Interaction with ADP Firm

Reviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office

Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility Relocations

Reviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and ControlDesign Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems componentsReview and Oversight of Value Engineering componentsConstructability ReviewsConstruction Engineering OversightMaterials Engineering and Testing 120 100 49 80 154 80 120 200 80 1 110 1 1 1Public Involvement OversightAdditional Duties During Construction 40 71Change Orders, RFI's, NDC's and Design DeviationsIndependent Assurance ProgramReferee Materials Testing Services 43 15As-Built Documents Project Close Out and Final AcceptanceConstruction Coordination Oversight or Acceptance of Toll Integrator SystemConstruction Schedule Reviews and Compliance Verification of ADP Firm's ScheduleSub-Total Labor Hours 0 203 115 49 80 154 80 120 271 80 1 110 1 1 1 Direct Labor Cost $ - $ 40,805.03 $ 16,317.35 $ 5,967.71 $ 12,060.80 $ 25,037.32 $ 14,614.40 $ 11,350.80 $ 27,238.21 $ 6,503.20 $ 60.60 $ 6,990.50 $ 70.94 $ 81.29 $ 81.29

$812,742.95

$65,526.25

$878,269.20

TOTAL LABOR COSTS

ENGINEER IN TRAINING

OFFICE OVERHEAD RATE

SUMMARY

TOTAL OTHER DIRECT EXPENSES

PRIME GRAND TOTAL

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Sub-Provider: HVJ Associates, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: SPECIFIED RATE

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 31 of 33 Attachment E

TASK DESCRIPTIONConstruction Engineering Inspection Services

Work Authorization Termination Date: 9/30/2022

CONTRACT RATE PER HOUR - SPECIFIED RATESCSJ: 0027-12-097

FC 145 (145) - MANAGING CONTRACTED ADVANCE PE SERVICES

Mobilization and Demobilization of the GEC-D/C for Engineering Services

Leadership & Management and the Project Implementation Plan (PIP)

GEC-D/C Advisory Services relating to Design and ConstructionMaster ScheduleProject Controls to support design and construction oversight tasks in this agreementQuality Management System

Transition to GECM or State Operations & Maintenance (O&M) Personnel

DBE/SBE/HUB Compliance MonitoringSub-Total Labor HoursTOTAL LABOR COST

FC 300 (300) - DESIGN AND CONSTRUCTION MANAGEMENT OVERSIGHTReview and Oversight of the ADP Firm's PMPReview and Oversight of ADP Firm's Project Schedules and PaymentsSafety ComplianceContract Management and Claims

Design Plan Review, Oversight, Coordination & Interaction with ADP Firm

Reviews, Oversight, Coordination and Interaction with STATE's Right-of-Way (ROW) Office

Reviews, Oversight, Coordination & Interaction with STATE's ROW's Office for Utility Relocations

Reviews and Oversight relating to environmental complianceReviews and Oversight of Survey Management and ControlDesign Review, Oversight, Coordination & Interaction with Toll Systems Integrator for Toll Systems componentsReview and Oversight of Value Engineering componentsConstructability ReviewsConstruction Engineering OversightMaterials Engineering and TestingPublic Involvement OversightAdditional Duties During ConstructionChange Orders, RFI's, NDC's and Design DeviationsIndependent Assurance ProgramReferee Materials Testing ServicesAs-Built Documents Project Close Out and Final AcceptanceConstruction Coordination Oversight or Acceptance of Toll Integrator SystemConstruction Schedule Reviews and Compliance Verification of ADP Firm's ScheduleSub-Total Labor HoursDirect Labor Cost

SENIOR PROJECT DESIGN ENGINEER SENIOR FIELD TECH: COLLECT ENGR TECH ACI ENGR TECH ENGR TECH ENGR TECH ENGR TECH ENGR TECH ENGR TECH TOTAL TOTAL

ENGINEER ENGINEER ENGINEER IN ENGINEERING SAMPLES AT FIELD CONCRETE STRENGTH TX APA TX APA TX APA HMA TX APA HMA TX APA HMA ACI FIELD TESTING HOME OFFICE FIELD OFFICE

TRAINING TECH AND TXDOT LABS TESTING CERT SB 103 SB 102 LEVEL 2 LEVEL I-A CERT LEVEL I-B CERT GRADE I CERT HRS. & COSTS COSTS

$ 155.14 $ 120.49 $ 103.42 $ 80.33 $ 85.35 $ 53.97 $ 60.25 $ 60.25 $ 60.25 $ 71.54 $ 66.52 $ 66.52 $ 60.25

0 0

0 0

0 00 0

0 0

0 0

0 0

0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0

$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -

0 00 00 0

0 0

0 0

0 0

0 0

0 0

0 01 1 1 1 1 1 1 1 5400 1 1 4800 1 1097 10211

0 0

0 00 0

58 0

0 0

0 0

0 0

1 1 1 1 1 1 1 1 5,400 1 1 4,800 1 1,266 10,211 $ 155.14 $ 120.49 $ 103.42 $ 80.33 $ 85.35 $ 53.97 $ 60.25 $ 60.25 $ 325,350.00 $ 71.54 $ 66.52 $ 319,296.00 $ 60.25 $ 167,179.44 $ 645,563.51

FIELD OFFICE OVERHEAD RATE

DocuSign Envelope ID: 386B9B1D-63CF-491E-B54A-20232C7C3499DocuSign Envelope ID: FC2530CA-5D24-450D-B995-B2CD28F1EDA6

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Sub-Provider: HVJ Associates, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E METHOD OF PAYMENT: OTHER DIRECT EXPENSES

Legacy Contract No. 12-7SDP5045 PS Contract No. 7384

Page 32 of 33 Attachment E

Other Direct Expenses Unit Negotiated Rates Quantity Extended

Lodging/Hotel - Taxes and Fees day/person 30.00 $0.00Lodging/Hotel (Taxes/fees not included) day/person 91.00 $0.00Meals (Excluding alcohol & tips) (Overnight stay required) Day/person 51.00 $0.00Mileage mile 0.54 5,000 $2,675.00Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) month 1,400.00 $0.00Construction Truck 4x4 (Includes operation and maintenance costs; Insurance costs will not be reimbursed) month 1,800.00 16 $28,800.00 Rental Car (Includes taxes and fees; Insurance costs will not be reimbursed) day 65.00 $0.00 Air Travel - In State - Short Notice (Coach) Rd Trip/person 557.00 $0.00Air Travel - In State - 2+ Wks Notice (Coach) Rd Trip/person 400.00 $0.00Rental Car Fuel gallon 4.00 $0.00Toll Charges each 10.00 500 $5,000.00Parking day 20.00 $0.00Standard Postage letter 0.49 $0.00

Overnight Mail - letter size each 23.75 5 $118.75

Photocopies B/W (11" X 17") each 0.20 500 $100.00

Photocopies B/W (8 1/2" X 11") Each 0.10 500 $50.00

Plots (B/W on Bond) square foot 0.75 $0.00

Plots (Color on Bond) square foot 1.50 $0.00

Plots (Color on Photographic Paper) square foot 4.75 $0.00

Color Graphics on Foam Board square foot 10.00 $0.00

Presentation Boards up to 48" X 60" Color Mounted each 95.00 $0.00

Report Binding and Tabbing (Includes labor and supplies) each 15.00 $0.00

Cardstock Color (8 1/2" x 11") each 1.50 $0.00

Notebooks each 9.50 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Large Project (Includes labor, equipment and fuel) day 3,000.00 2 $6,000.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Medium Project (Includes labor, equipment and fuel) day 2,350.00 $0.00

Traffic Control Services, Arrow Boards and Attenuator trucks - Small Project (Includes labor, equipment and fuel) Day 1,500.00 $0.00

Attenuator trucks - (Lane/Shoulder Closure) (Includes labor, equipment and fuel) day 400.00 2 $800.00

Attenuator trucks - (No Lane Closure) (Includes labor, equipment and fuel) day 250.00 2 $500.00

Cellular Telephone & Data Plan each 100.00 75 $7,500.00

Wireless router/service each 30.00 $0.00

Laptop Computer/Ipad and Data each 62.50 75 $4,687.50

Desktop & Microcomputer w/Plotter-each/month each/month 42.50 $0.00

Boat with Motor day 275.00 $0.00

Fathometer day 90.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00

GPS RTK (rates applied to actual time GPS units are in use) hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) hour 28.00 $0.00

Map Records sheet 7.00 $0.00

Deed Copies sheet 3.00 $0.00Certified Deed Copies sheet 3.00 $0.00Type II ROW Monument - Excavated/Drilled, rocks, rocky soil. 2-4 inch depth (includes crew time, equipment, materials, rentals, & labor). Brass Marker supplied by TxDOT each 70.00 $0.00Type II ROW Monument - Poured 2-3 Feet (includes One Call, crew time, equipment, materials, rentals, labor). Brass Marker supplied by TxDOT each

200.00 $0.00Terrestrial Laser Scanner (rates applied to actual time scanner unit is in use) hour 90.00 $0.00Ground Target (includes paint, panel material, etc.) each 35.00 $0.00Helicopter Equipment LiDAR - Project Flight Miles (On project flight miles) per mile 60.00 $0.00Helicopter Equipment LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 15.00 $0.00 Fixed Wing Airborne LiDAR - Project Flight Miles (On project flight miles) per mile 20.00 $0.00 Fixed Wing Airborne LiDAR - Transit Miles (including turn, maneuver miles and local airport to project) per mile 20.00 $0.00Aerial Photography - Airborne GPS/IMU Data collection/Processing Per Project 2,275.00 $0.00Aerial Photography - Project Flight Miles (On project flight miles) Per Mile 30.00 $0.00Aerial Photography - Transit miles (including turn, maneuver miles and local airport to project) Per Mile 25.00 $0.00LiDAR Workstation hour 25.00 $0.00Digital Image processing each 25.00 $0.00

SUV or ATV Rental (Includes taxes and fees; Insurance costs will not be reimbursed) day 150.00 $0.00

Construction Truck (Includes operation, and maintenance costs; Insurance costs will not be reimbursed) day 80.00 45 $3,600.00

Flashing Arrow Board day 500.00 $0.00

Portable Message Board day 200.00 $0.00

Law Enforcement/Uniform Officer (including vehicle) hour 75.00 $0.00

Mobilization/Demobilization Non-Destructive Deflection Testing Equipment mile 4.00 $0.00

Falling Weight Deflection (FWD) Testing day 2,100.00 $0.00

Mobilization/Demobilization Laboratory each 2,100.00 2 $4,200.00

AASHTO Accreditation Aggregates Laboratory each 6,500.00 $0.00

AASHTO Accreditation Hot Mix Laboratory each 7,500.00 $0.00

AASHTO Accreditation Soil Laboratory each 6,500.00 $0.00

CCRL Accreditation each 11,000.00 $0.00

Equipment Calibration each 1,000.00 $0.00

Office Trailer Rental each 600.00 $0.00

Taxi/Cab fare each/person 30.00 $0.00

Overnight Mail - oversized box each 35.00 10 $350.00

Courier Services each 30.00 15 $450.00

Photocopies Color (11" X 17") each 1.25 50 $62.50

Photocopies Color (8 1/2" X 11") each 0.65 50 $32.50

Digital Ortho Plotting sheet 1.50 $0.00

Report Printing each 50.00 $0.00

Railroad - Flagger (Service provided by RR) hour 60.00 $0.00

Railroad - Insurance in addition to STD Minimum Required (Minimum coverage of $1 Million required by RR.) each 10,000.00 $0.00

Railroad - Permit [Note: Read and then delete this note. Most railroad companies charge a fee of $500 for the permit to access their property.] each 2,000.00 $0.00

Railroad - Safety Training (If required - Heavy Rail Safety Training Certificate, includes classroom training and employee certification card.) Per Person 300.00 $0.00

Shelby Tubes Transportation Box each 60.00 $0.00

GPS Receiver (rates applied to actual time GPS units are in use) hour 26.00 $0.00Personal Protective Equipment (hat, vest, gloves, boots, hearing protection, glasses) Per Person 200.00 3 $600.00Office supplies (Paper, folders, small field tools, etc.) Per Month 250.00 $0.00Curator (Drawer & TX Archaeological Research Lab for artifacts & report) per project 1,000.00 $0.00Backhoe Rental Day 250.00 $0.00Drawing Binders (variable depth for 11" X 17" paper) Each 10.00 $0.00Environmental Database Search Per Project 825.00 $0.00Environmental Field Supplies (lathes, stakes, flagging, spray paint, etc.) Day 40.00 $0.00Fathometer Day 90.00 $0.00

Fathometer Hour 25.00 $0.00

GPS Static (rates applied to actual time GPS units are in use) Hour 25.00 $0.00

Ground Penetrating Radar (equipment only) Day 250.00 $0.00

Ground Target (includes paint, panel material, etc.) Each 30.00 $0.00

Map Records Sheet 4.00 $0.00

Map, Tapes, and Supplies each 30.00 $0.00

Noise Meter Rental Per Project 250.00 $0.00

Oversize, special handling or extra baggage airline fees Each 125.00 $0.00

Rental Equipment - Gasoline Powered Auger Day 60.00 $0.00

Reprographics Per Sq Feet 2.50 $0.00

Required Permit Fees (non-railroad) Each 75.00 $0.00

Reproduction CD/DVD each 1.50 $0.00

Certified Flagman hour 30.00 $0.00

LiDAR Mobile Mapping System, (Includes mileage on project and fuel) (Does not include travel to project.) N/A 8,000.00 $0.00

Mobilization for Aerial Photography/LiDAR Fixed Wing Aircraft (Includes fuel and transportation cost) N/A 25,000.00 $0.00

Office Trailer Rental Each 40,000.00 $0.00

Mobilization for Helicopter Airborne LiDAR (Includes helicopter, fuel and transportation cost) N/A 25,000.00 $0.00$65,526.25Total Other Direct Expenses

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Sub-Provider: HVJ Associates, Inc.Highway: SH 249CSJ: 0027-12-097

ATTACHMENT E - FEE SCHEDULE METHOD OF PAYMENT: UNIT COST

Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Page 33 of 33 Attachment E

UNIT COST EXPENSES TEST CODE # OF UNITS RATE UNIT AmountSecuring In-Place Cores (1) Core drill operator/technician and coring equipment to drill hot mix asphaltic concrete cores (includes travel time) Tex-424-A MH (two man crew) per hr $180.00 40 $7,200.00 (a) 4" Diameter Cores Per inch $10.50 48 $504.00 (b) 6" Diameter Cores Per inch $13.00 36 $468.00(1) Core drill operator/technician and coring equipment to drill portland cement concrete cores (includes travel time) Tex-424-A MH (two man crew) per hr $210.00 40 $8,400.00 (a) 4" Diameter Cores Per inch $13.00 120 $1,560.00 (b) 6" Diameter Cores Per inch $16.00 80 $1,280.00Asphalt Concrete Mix Design and Verification tests. (1) Asphalt Concrete Mix Design (Using 5 percentages of bitumen)(Including sampling of aggregrate to be prequalified) $0.00 $0.00 (a) Test Method Tex-204-F, Pt I) (Includes all required tests); (Excludes Hamburg Test) Each $875.00 $0.00 (b) Test Method Tex-204-F, Pt V) (Includes all required tests); (Excludes Hamburg Test) Tex-204-FPart I Each $875.00 $0.00 (c) Test Method Tex-204-F, Pt IV) (Includes all required tests); (Excludes Hamburg Test) Each $900.00 $0.00 (d) Test Method Tex-204-F, Pt VI, VII) (Includes all required tests); (Excludes Hamburg Test) Each $750.00 $0.00Aggregate(2) Deleterious Material Tex-217-F Part I Each $75.00 30 $2,250.00(3) Sieve Analysis of Fine & Coarse Aggregates: NA $0.00 $0.00 (a) Part I Dry Sieve Analysis Tex-200-F Each $50.00 $0.00 (b) Part II Wet Sieve Analysis Tex-200-F Each $54.00 60 $3,240.00(4) Flat and Elongated particles Tex-280-F Each $85.00 $0.00(5) Decantation Tex-217-F Part II Each $70.00 20 $1,400.00(6) Los Angeles abrasion Tex-410-A Each $160.00 $0.00(7) Magnesium sulfate soundness 5 Cycle Tex-411-A Each $180.00 $0.00(8) Coarse aggregate angularity, Part I Tex-460-A Each $50.00 $0.00(9) Linear Shrinkage Tex-107-E Each $30.00 60 $1,800.00(10) Sand equivalent Tex-203-F Each $65.00 30 $1,950.00(11) Organic impurities Tex-408-A Each $52.00 28 $1,456.00(12) Flakiness index Tex-224-F Each $95.00 $0.00(13) Dry loose unit Wt. (Dry rodded condition) Tex-404-A Each $55.00 $0.00(14) Water absorption, 24 hrs. Tex-433-A Each $55.00 $0.00(15) Micro Deval Tex 461-A Each $300.00 $0.00(16) Unit Weight (SSD Condition) Tex-404-A Each $50.00 $0.00(18) Freeze Thaw Tex-432-A Each $280.00 $0.00(19) Fineness Modulus Tex-402A Each $55.00 27 $1,485.00(20) Acid Insoluble Residue Tex-612-J Each $55.00 $0.00(21) Deleterious Material Tex-413-A Each $75.00 30 $2,250.00(22) Decantation Tex-406-A Each $52.00 20 $1,040.00(23) Saturated Surface-Dry Specific Tex-403-A Each $50.00 $0.00(24) Sieve Analysis Fine & Coarse Tex-401-A Each $58.00 63 $3,654.00(25) PI on RAP Tex-106-E Each $55.00 $0.00(26) Material finer than No. 200 in Mineral Aggregates (Decantation Test for Concrete Aggregate) Tex-406-A Each $52.00 $0.00Bituminous Section Test Procedures(1) Boil Test Tex-530-C Each $60.00 $0.00(2) Bulk Specific Gravity and Water Absorption of Aggregate Tex-201-F Each $55.00 $0.00(3) Apparent Specific Gravity of Material Finer than No. 80 Sieve Tex-202-F Each $55.00 $0.00(4) Hamburg Wheel Test Tex-242-F Per Set $400.00 $0.00(5) Molding samples for lab density and stability values (3 specimens per set) Tex-206-F Per Set $50.00 $0.00(6) Determination of Density of Compacted Bituminous MixturesPart I -Bulk Specific Gravity of Compacted Bituminous Mixtures $0.00 $0.00 (a) Laboratory molded mixtures (3 per set) Tex-207-F Per Set $60.00 40 $2,400.00 (b) Field Density Tests on HMAC cores (Does not include coring) Tex-207-F Each $45.00 80 $3,600.00(7) Test for Stabilometer Value of Bituminous Mixtures (3 specimens per set) Tex-208-F Per Set $90.00 $0.00(8) Indirect Tensile Strength Tex-226-F Each $25.00 $0.00(9) Moisture Content of Mixture, Part II Tex-212-F Each $50.00 $0.00(11) Drain Down Test Tex-235-F Each $54.00 $0.00(13) Asphalt Content Tex-236-F Each $0.00 $0.00(18) Hydrocarbon Volatile Content Tex-213-F Each $100.00 $0.00(20) Determination of Asphalt Content from Asphalt Paving Mixtures by the Ignition Oven. Tex-236-F Each $140.00 40 $5,600.00(21) Theoretical Maximum Specific Gravity of Bituminous Mixtures (Average of two) Tex-227-F Each (Two) $75.00 40 $3,000.00(22) Determination of Asphalt Content of Bituminous Mixtures by the Nuclear Method Tex-228-F Each $120.00 1 $120.00(23) Compacting Bituminous Specimens Using the Superpave Gyratory Compactor Tex-241-F Each $200.00 40 $8,000.00(24) Superpave Gyratory compacting of Test Specimens of Bituminous Mixtures Tex-241-F Each $210.00 $0.00(25) Molding, Testing and Evaluating Asphalt Black Base Materials TEX 126-E Each $800.00 $0.00(26) Determining Deleterious Materials in Recycled Asphalt Shingles (RAS) TEX 217-F, Part III Each $175.00 $0.00(27) CANTABRO Loss Test TEX 245-F Each $250.00Soil and Base Section Test Procedures(1) Determination of Soil PH Tex-128-E Each $30.00 110 $3,300.00(2) Determination of Moisture Content in Soil and base Tex-103-E Each $12.00 110 $1,320.00(3) Determination of Soil Constants including: $0.00 $0.00Determining Liquid Limits of Soils Tex-104-E each $38.50 140 $5,390.00Determining Plastic Limit of Soils Tex-105-E each $38.50 140 $5,390.00 (b) Determination of Bar Linear Shrinkage for Soils Tex-107-E Each $32.00 64 $2,048.00(4) Determination of Specific Gravity of Soils Tex-108-E Each $45.00 $0.00(5) Determination of Particle Size Analysis of Soils: (a) Pt. I Sieve Analysis of Material Retained +40 Tex-110-E Each $60.00 144 $8,640.00 (b) Part II Hydrometer Analysis of Soils Tex-110-E Each $74.50 $0.00(6) Determination of Amount of Material in Soils Finer than the No. 200 Sieve Tex-111-E Each $45.00 $0.00(7) Moisture Density Relationship of Base Materials and Cohesionless Sands. Includes: Liquid Limit and Plastic Limit Tex-113-E Each $205.00 10 $2,050.00(8) Moisture Density Relationship of Subgrade and Embankment Soil Tex-114-E Each $175.00 10 $1,750.00(9) Wet Ball Mill Method for Determination of the Disintegration of Flexible Base Material Tex-116-E Each $200.00 $0.00(10) Triaxial Compression Tests for Disturbed Soils and Base Materials. Includes: LL, PL, Gradation, and MD Curve Tex-117-E Each $1,400.00 $0.00(11) Resistively of Soils Tex-129-E Each $65.00 55 $3,575.00(14) Sulfate Determination in Soils Tex-145-E Each $65.00 $0.00(17) Soil-Cement Testing, Includes Part I,II Tex-120-E Each $325.00 $0.00(18) Soil-Lime Testing, Includes part I,II Tex-121-E Each $300.00 $0.00Concrete (1) P.C.C. Mix Design(Using ACI 211 & Supplements)Trial batch for one water cement ratio

Each $990.00$0.00

(2) Trial batch for each additional water cement ratio. Each $140.00 $0.00(3) Compressive Strength of Cement Mortars (3 specimens per set) Tex-307-D

ASTM C 109 Per Set $55.00 $0.00(8) Compressive Strength of Cylinder Concrete Specimens Tex-418-A Each $21.00 2150 $45,150.00(9) Flexural Strength of Concrete using Simple Beam Third-Point Loading Tex-448-A Pair $32.00 $0.00(10) Obtaining and Testing Drilled Cores of Concrete(Price includes sawing ends of Concrete Cores, if required) Tex-424-A Each $100.00 $0.00(11) Compressive Strength of Concrete using portions of beams broken in flexture Tex-419-A Each $33.00 $0.00(12) Miscellaneous Testing** Per hr $55.00 50 $2,750.00(13) Concrete/Asphaltic Concrete Patch Per Patch $22.00 $0.00Geotechnical(1) Unconsolidated Undrained Triaxial Compression Test for Undisturbed Soild (UU) or ASTM D2850 Tex-118-E Each $950.00 $0.00(2) Consolidated Undrained Triaxial Compression Test for Undisturbed Soils (CU) or ASTM D 4767 (multistage) (includes moisture, PI, -200 and unit weight) Tex-131-E Each-5 $1,200.00 $0.00(3) Consolidated Undrained Triaxial Compression Test for Undisturbed Soils (CU) or ASTM 4767 (singlestage) (Includes moisture, PI, -200 and unit weight) Tex-131-E Each $650.00 $0.00(4) Unconfined Compressive Strength ASTM D2166 (Soil) Each $55.00 $0.00(5) Unconfined Compressive Strength ASTM D2938 (Rock) Each $64.00 $0.00(6) One-Dimensional Consolidation Properties of Soil ASTM D2435 Each $425.00 $0.00(7) Direct Shear Test of Soils under Consolidated Drained conditions, per set of 3 points ASTM D3080 Each $600.00 $0.00(8) Adding lime to reduce PI of soils Tex-112-E Each $200.00 $0.00(9) Determining Modulus of Subgrade Reaction Tex-125-E Each $600.00 $0.00(10) Shelby Push Tubes extruded in the field ASTM D1587 LF $30.00 $0.00(10) Standard Proctor Test ASTM D698 each $180.00 $0.00(11) Modified Proctor Test ASTM D1557 each $200.00 $0.00(12) Standard Penetration Test (SPT) ASTM D1586 LF $26.00 $0.00(13) California Bearing Ratio (Single Sample without MD Curve) ASTM D1883 each $231.00 $0.00(14) Hydraulic Conductivity Permeability ASTM D2434 each $269.00 $0.00(15) One Dimensional Swell, Methods A & B ASTM D4546 each $125.00 $0.00(16) One Dimensional Swell, Method C ASTM D4546 each $200.00 $0.00(17) Casagrande Type Piezometers N/A each $750.00 $0.00(18) Casagrande Type Piezometers Installation N/A each $750.00 $0.00(19) Miscellaneous Testing N/A each $62.00 $0.00(20) Soil Boring with SPT ASTM D1586 LF $25.00 $0.00(21) Soil Boring/Rock Coring with TCP ( < 60 ft.) Tex-132-E LF $35.00 $0.00(22) Soil Boring/Rock Coring with TCP ( > 60 ft.) Tex-132-E LF $39.00 $0.00(23) Soil Boring/Rock Coring without TCP ( < 60 ft.) N/A LF $29.00 $0.00(24) Soil Boring /Rock Coring without TCP ( > 60 ft.) N/A LF $29.00 $0.00(25) Soil Boring without TCP ( < 60 ft.): N/A LF $22.00 $0.00 (a) Utlizing Continuous Sampler ASTM D1587 LF $30.00 $0.00 (b) Shelby Push Tubes Extruded in Field ASTM D1587 LF $30.00 $0.00 (c) Augering N/A LF $22.00 $0.00(26) Soil Boring without TCP ( > 60 ft.): N/A LF $0.00 $0.00 (a) Utlizing Continuous Sampler ASTM D1587 LF $33.00 $0.00 (b) Shelby Push Tubes Extruded in Field ASTM D1587 LF $32.00 $0.00(27) Core/drill operator/technician and coring equipment used to drill flexable and rigid pavment (2-man crew) N/A Per day $195.00 $0.00 (a) 4-in. diameter cores N/A Inch $10.00 $0.00 (b) 6-in. diameter cores N/A Inch $20.00 $0.00(28) Borehole Grouting - Bentonite Chips feet $8.00 $0.00 (a) Truck Mounted Rig each $350.00 $0.00 (b) Marsh Buggy Mounted Rig each $600.00 $0.00(30) Surcharge for Drilling using Marsh Buggy feet $6.00 $0.00(31) Steel Manhole Cover for Piezometer each $110.00 $0.00(32) 3 Man Crew (Driller, Logger & helper) travel to/from Job site per day N/A Trip $150.00 $0.00(33) Certified Flagman hour $33.00 $0.00(34) Pinhole ASTM D 4647 each $230.00 $0.00Overlay Test for HMA TEX-248-F each $32.00 $0.00

Rolling Thin Film Oven for Asphalt Binders (RTFO) Tex-541-C AASHTO T240 each

$32.00 $0.00Flexular Creep Stifness Using the Bensing Beam Rheometer AASHTO T313 each $32.00 $0.00Determining Rheological Properties of Asphalt Binder Using a Dynamic Shear Rheometer AASHTO T315 each $32.00 $0.00Grand Total Unit Cost $144,020.00

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SAM-Construction Services, LLC Legacy Contract No. 12-7SDP5045

Highway: SH 249 Attachment F – Work Schedule PeopleSoft Contract No. 7384 CSJ: 0027-12-097

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WAs Used Legacy Contract No. 12-7SDP5045 PeopleSoft Contract No. 7384

Engineering–Engineering__SpecDelwWA.doc Page 1 of 1 Attachment G

ATTACHMENT G

Computer Graphics Files for Document and Information Exchange

Not Applicable

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Page 1 of 4 Attachment H-FG

ATTACHMENT H-FG

Disadvantaged Business Enterprise (DBE) for Federal-Aid Professional or Technical Services Contracts

1) PURPOSE. The purpose of this attachment is to carry out the U.S. Department of Transportation’s (DOT)

policy of ensuring nondiscrimination in the award and administration of DOT assisted contracts and creating a level playing field on which firms owned and controlled by minority or socially and economically disadvantaged individuals can compete fairly for DOT assisted contracts.

2) POLICY. It is the policy of the DOT and the Texas Department of Transportation (henceforth the “Department”) that Disadvantaged Business Enterprises (DBEs) as defined in 49 CFR Part 26, Subpart A and the Department’s Disadvantaged Business Enterprise Program, shall have the opportunity to participate in the performance of contracts financed in whole or in part with Federal funds. Consequently, the Disadvantaged Business Enterprise requirements of 49 CFR Part 26, and the Department’s Disadvantaged Business Enterprise Program, apply to this contract as follows. a. The Provider will offer Disadvantaged Business Enterprises, as defined in 49 CFR Part 26, Subpart A and

the Department’s Disadvantaged Business Enterprise Program, the opportunity to compete fairly for contracts and subcontracts financed in whole or in part with Federal funds. In this regard, the Provider shall make a good faith effort to meet the Disadvantaged Business Enterprise goal for this contract.

b. The Provider and any subprovider(s) shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Provider shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. The requirements of this Special Provision shall be physically included in any subcontract.

c. When submitting the contract for execution by the Department, the Provider must complete and furnish Exhibit H-1 which lists the commitments made to certified DBE subprovider(s) that are to meet the contract goal and Exhibit H-2 which is a commitment agreement(s) containing the original signatures of the Provider and the proposed DBE(s). For Work Authorization Contracts, Exhibit H-1 is required at the time of submitting the contract for execution by the Department. Exhibit H-2 will be required to be completed and attached with each work authorization number that is submitted for execution, if the DBE will be performing work. Any substitutions or changes to the DBE subcontract amount shall be subject to prior written approval by the Department. If non-DBE subprovider is performing work, insert N/A (not applicable) on the line provided.

d. Failure to carry out the requirements set forth above shall constitute a material breach of this contract and may result; in termination of the contract by the Department; in a deduction of the amount of DBE goal not accomplished by DBEs from the money due or to become due to the Provider, not as a penalty but as liquidated damages to the Department; or such other remedy or remedies as the Department deems appropriate.

3) DEFINITIONS. a. “Department” means the Texas Department of Transportation (TxDOT). b. “Federal-Aid Contract” is any contract between the Texas Department of Transportation and a Provider

which is paid for in whole or in part with U. S. Department of Transportation (DOT) financial assistance. c. “Provider” is any individual or company that provides professional or technical services. d. “DBE Joint Venture” means an association a DBE firm and one (1) or more other firm(s) to carry out a

single business enterprise for profit for which purpose they combine their property, capital, efforts, skills and knowledge, and in which the DBE is responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital contribution, control, management, risks and profits of the joint venture are commensurate with its ownership interest.

e. “Disadvantaged Business Enterprise (DBE)” means a firm certified as such by the Department in accordance with 49 CFR Part 26.

f. “Good Faith Effort” means efforts to achieve a DBE goal or other requirement of this Special Provision which, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program requirement.

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Page 2 of 4 Attachment H-FG

g. “Race-neutral DBE Participation” means any participation by a DBE through customary competitive

procurement procedures. 4) PERCENTAGE GOAL. The goal for Disadvantaged Business Enterprise (DBE) participation in the work to

be performed under this contract is 12.00% of the contract amount. 5) PROVIDER’S RESPONSIBILITIES. A DBE prime may receive credit toward the DBE goal for work

performed by his-her own forces and work subcontracted to DBEs. A DBE prime must make a good faith effort to meet the goals. In the event a DBE prime subcontracts to a non-DBE, that information must be reported to the Department. a. A Provider who cannot meet the contract goal, in whole or in part, shall document the “Good Faith Efforts”

taken to obtain DBE participation. The following is a list of the types of actions that may be considered as good faith efforts. It is not intended to be a mandatory checklist, nor is it intended to be exclusive or exhaustive. Other factors or types of efforts may be relevant in appropriate cases.

(1) Soliciting through all reasonable and available means the interest of all certified DBEs who have the capability to perform the work of the contract. The solicitation must be done within sufficient time to allow the DBEs to respond to it. Appropriate steps must be taken to follow up initial solicitations to determine, with certainty, if the DBEs are interested.

(2) Selecting portions of the work to be performed by DBEs in order to increase the likelihood that the DBE goals will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate DBE participation, even when the Provider might otherwise prefer to perform the work items with its own forces.

(3) Providing interested DBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation.

(4) Negotiating in good faith with interested DBEs by making a portion of the work available to DBE subproviders and suppliers and selecting those portions of the work or material needs consistent with the available DBE subproviders and suppliers.

(5) The ability or desire of the Provider to perform the work of a contract with its own organization does not relieve the Provider’s responsibility to make a good faith effort. Additional costs involved in finding and using DBEs is not in itself sufficient reason for a Provider’s failure to meet the contract DBE goal, as long as such costs are reasonable. Providers are not, however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable.

(6) Not rejecting DBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities.

(7) Making efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or Provider.

(8) Making efforts to assist interested DBEs in obtaining necessary equipment, supplies, materials or related assistance or services.

(9) Effectively using the services of available minority/women community organizations; minority/women contractors’ groups; local, state, and Federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of DBEs.

(10) If the Department’s Director of the Business Opportunity Programs Office determines that the Provider has failed to meet the good faith effort requirements, the Provider will be given an opportunity for reconsideration by the Director of the appropriate Division.

NOTE: The Provider must not cause or allow subproviders to bid their services. b. The preceding information shall be submitted directly to the Chair of the Consultant Selection Team

responsible for the project. c. The Provider shall make all reasonable efforts to honor commitments to DBE subproviders named in the

commitment submitted under Section 2.c. of this attachment. Where the Provider terminates or removes a DBE subprovider named in the initial commitment, the Provider must demonstrate on a case-by-case basis to the satisfaction of the department that the originally designated DBE was not able or willing to perform.

d. The Provider shall make a good faith effort to replace a DBE subprovider that is unable or unwilling to perform successfully with another DBE, to the extent needed to meet the contract goal. The Provider shall

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submit a completed Exhibit H-2 Form for the substitute firm(s). Any substitution of DBEs shall be subject to prior written approval by the Department. The Department may request a statement from the firm being replaced concerning its replacement prior to approving the substitution.

e. The Provider shall designate a DBE liaison officer who will administer the DBE program and who will be responsible for maintenance of records of efforts and contacts made to subcontract with DBEs.

f. Providers are encouraged to investigate the services offered by banks owned and controlled by disadvantaged individuals and to make use of these banks where feasible.

6) ELIGIBILITY OF DBEs. a. The Department certifies the eligibility of DBEs, DBE joint ventures and DBE truck-owner operators to

perform DBE subcontract work on DOT financially assisted contracts. b. This certification will be accomplished through the use of the appropriate certification schedule contained in

this Department’s DBE program. c. The Department publishes a Directory of Disadvantaged Business Enterprises containing the names of firms

that have been certified to be eligible to participate as DBEs on DOT financially assisted contracts. The directory is available from the Department’s Business Opportunity Programs Office. The Texas Unified Certification Program DBE Directory can be found on the Internet at: http://www.dot.state.tx.us/services/business_opportunity_programs/tucp_dbe_directory.htm .

d. Only DBE firms certified at the time the contract is signed or at the time the commitments are submitted are eligible to be used in the information furnished by the Provider as required under Section 2.c. and 5.d. above. For purposes of the DBE goal on this contract, DBEs will only be allowed to perform work in the categories of work for which they were certified.

7) DETERMINATION OF DBE PARTICIPATION. A firm must be an eligible DBE and perform a professional or technical function relating to the project. Once a firm is determined to be an eligible DBE, the total amount paid to the DBE for work performed with his/her own forces is counted toward the DBE goal. When a DBE subcontracts part of the work of its contract to another firm, the value of the subcontracted work may be counted toward DBE goals only if the subprovider is itself a DBE. Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals. A DBE subprovider may subcontract no more than 70% of a federal aid contract. The DBE subprovider shall perform not less than 30% of the value of the contract work with assistance of employees employed and paid directly by the DBE; and equipment owned or rented directly by the DBE. DBE subproviders must perform a commercially useful function required in the contract in order for payments to be credited toward meeting the contract goal. A DBE performs a commercially useful function when it is responsible for executing the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible, with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself . When a DBE is presumed not to be performing a commercially useful function, the DBE may present evidence to rebut this presumption. A Provider may count toward its DBE goal a portion of the total value of the contract amount paid to a DBE joint venture equal to the distinct, clearly defined portion of the work of the contract performed by the DBE. Proof of payment, such as copies of canceled checks, properly identifying the Department’s contract number or project number may be required to substantiate the payment, as deemed necessary by the Department.

8) RECORDS AND REPORTS. a. After submission of the initial commitment reported (Exhibit H-1), required by Section 2.c. of this

attachment, the Provider shall submit Monthly Progress Assessment Reports (Exhibit H-3), after contract work begins, on DBE involvement to meet the goal and for race-neutral participation. One copy of each report is to be sent to the Department’s Business Opportunity Programs Office monthly, in addition one copy is to be submitted with the Provider’s invoice. Only actual payments made to subproviders are to be reported. These reports will be required until all subprovider activity is completed. The Department may verify the amounts being reported as paid to DBEs by requesting copies of canceled checks paid to DBEs on a random basis.

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Page 4 of 4 Attachment H-FG

b. DBE subproviders should be identified on the report by name, type of work being performed, the amount of actual payment made to each during the billing period, cumulative payment amount and percentage of the total contract amount. These reports will be due within fifteen (15) days after the end of a calendar month. Reports are required even when no DBE activity has occurred in a billing period.

c. All such records must be retained for a period of seven (7) years following final payment or until any investigation, audit, examination, or other review undertaken during the seven (7) years is completed, and shall be available at reasonable times and places for inspection by authorized representatives of the Department or the DOT.

d. Prior to receiving final payment, the Provider shall submit a Final Report (Exhibit H-4), detailing the DBE payments. The Final Report is to be sent to the Department’s Business Opportunity Programs Office and one (1) copy to be submitted with the Provider’s final invoice. If the DBE goal requirement is not met, documentation of the good faith efforts made to meet the goal must be submitted with the Final Report.

9) COMPLIANCE OF PROVIDER. To ensure that DBE requirements of this DOT-assisted contract are complied with, the Department will monitor the Provider’s efforts to involve DBEs during the performance of this contract. This will be accomplished by a review of Monthly Progress Assessment Reports (Exhibit H-3), submitted to the Department’s Business Opportunity Programs Office by the Provider indicating his progress in achieving the DBE contract goal, and by compliance reviews conducted by the Department. The Monthly Progress Assessment Report (Exhibit H-3) must be submitted at a minimum monthly to the Business Opportunity Programs Office, in addition to with each invoice to the appropriate agency contact.

The Provider shall receive credit toward the DBE goal based on actual payments to the DBE subproviders with the following exceptions and only if the arrangement is consistent with standard industry practice. The Provider shall contact the Department if he/she withholds or reduces payment to any DBE subprovider.

(1) A DBE firm is paid but does not assume contractual responsibility for performing the service; (2) A DBE firm does not perform a commercially useful function; (3) Payment is made to a DBE that cannot be linked by an invoice or canceled check to the contract under

which credit is claimed; (4) Payment is made to a broker or a firm with a brokering-type operation; (5) Partial credit is allowed, in the amount of the fee or commission provided the fee or commission does not

exceed that customarily allowed for similar services, for a bona fide service, such as professional, technical, consultant, or managerial services, and assistance in the procurement of essential personnel, facilities, equipment, materials, or supplies required for performance of the contract.

A Provider’s failure to comply with the requirements of this Special Provision shall constitute a material breach of this contract. In such a case, the Department reserves the right to terminate the contract; to deduct the amount of DBE goal not accomplished by DBEs from the money due or to become due the Provider, not as a penalty but as liquidated damages to the Department; or such other remedy or remedies as the Department deems appropriate.

12/06 DBE-FED.ATT

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Page 1 of 1 Exhibit H-1

EXHIBIT H-1

Texas Department of Transportation Subprovider Monitoring System

Commitment Worksheet Contract #:12-7SDP5045 Assigned Goal: 12.00% Federally Funded X State Funded

Prime Provider: SAM-Construction Services, LLC Total Contract Amount: $15,317,572.63

Prime Provider Info: DBE ___ HUB ___ Both ___

Vendor ID #: 14536907067 DBE/HUB Expiration Date: N/A (First 11 Digits Only) If no subproviders are used on this contract, please indicate by placing “N/A” on the 1st line under Subproviders.

Subprovider(s)

(List All)

Type

of Work

Vendor ID #

(First 11 Digits Only)

D=DBE

H=HUB

Expiration Date

$ Amount or

% of Work * Atkins North America, Inc. Design, ITS, Signing,

Pavement Marking & Channelization, Illumination, Signalization, Facility Development, Cost Estimating, Verification & Validation of Highway Design

15908961384 N/A N/A 32.95%

Hicks & Company Environmental/ Archeological

Environmental Inspections

17425321209 D H

05/12/2020 01/07/2018

2.07%

HVJ Associates, Inc. Material/ Geotechnical Testing and OVTI

17601464104 D H

02/28/2018 07/17/2017

6.67%

Surveying And Mapping, LLC Surveying 17427049741 N/A N/A 1.22%

VRX, Inc. Roadway Inspection

12002168537 D H

04/30/2018 03/28/2018

4.01%

Subprovider(s) Contract or % of Work* Totals 46.92%

*For Work Authorization Contracts, indicate the % of work to be performed by each subprovider. Total DBE or HUB Commitment Dollars $1,953,515.88

Total DBE or HUB Commitment Percentages of Contract 12.75 % (Commitment Dollars and Percentages are for Subproviders only)

12/06 DBEH1.AT

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EXHIBIT H-2 Texas Department of Transportation

Subprovider Monitoring System Commitment Agreement This commitment agreement is subject to the award and receipt of a signed contract from the Texas Department of Transportation (TxDOT). NOTE: Exhibit H-2 is required to be attached to each contract that does not include work authorizations. Exhibit H-2 is required to be attached with each work authorization. Exhibit H-2 is also required to be attached to each supplemental work authorization. If DBE/HUB Subproviders are used, the form must be completed and signed. If no DBE/HUB Subproviders are used, indicate with “N/A” on this line: __________ and attach with the work authorization or supplemental work authorization.

Contract #: Assigned Goal: % Prime Provider: Work Authorization (WA)#: __________ WA Amount: _____________________ Date: ___________ Supplemental Work Authorization (SWA) #: _____ to WA #: _________ SWA Amount:_______________ Revised WA Amount: ________________

Description of Work (List by category of work or task description. Attach additional pages, if

necessary.)

Dollar Amount (For each category of work or task description

shown.)

Total Commitment Amount (Including all additional pages.) $ IMPORTANT: The signatures of the prime and the DBE/HUB and Second Tier Subprovider, if any (both DBE and Non-DBE) and the total commitment amount must always be on the same page. Provider Name:

Address:

Phone # & Fax #:

Email:

Name:

(Please Print) Title:

Signature Date

DBE/HUB Sub Provider

Subprovider Name:

VID Number:

Address:

Phone # & Fax #:

Email:

Name:

(Please Print)

Title:

Signature Date

Second Tier Sub Provider

Subprovider Name:

VID Number:

Address:

Phone #& Fax #:

Email:

Name:

(Please Print)

Title:

Signature Date

VID Number is the Vendor Identification Number issued by the Comptroller. If a firm does not have a VID Number, please enter the owner’s Social Security or their Federal Employee Identification Number (if incorporated).

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EXHIBIT H-3 Texas Department of Transportation Subprovider Monitoring System for Federally Funded Contracts

Progress Assessment Report for month of (Mo./Yr.) _____________/________

Contract #: Original Contract Amount:

Date of Execution: Approved Supplemental Agreements:

Prime Provider: Total Contract Amount:

Work Authorization No. Work Authorization Amount: If no subproviders are used on this contract, please indicate by placing “N/A” on the 1st line under Subproviders.

DBE

All Subproviders

Category of Work Total Subprovider Amount

% Total Contract Amount

Amount Paid This Period

Amount Paid To Date

Subcontract Balance Remaining

Fill out Progress Assessment Report with each estimate/invoice submitted, for all subcontracts, and forward as follows: 1 Copy with Invoice - Contract Manager/Managing Office 1 Copy – TxDOT, BOP Office, 125 E. 11th, Austin, TX 78701, 512-486-5500, toll free 866-480-2518, or Fax to 512-486-5519

I hereby certify that the above is a true and correct statement of the amounts paid to the firms listed above.

Print Name - Company Official /DBE Liaison Officer Signature Phone Date Email Fax

12/06 DBE-H3.ATT

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Page 1 of 1 Exhibit H-4

EXHIBIT H-4

Texas Department of Transportation Subprovider Monitoring System

Final Report

The Final Report Form should be filled out by the Prime Provider and submitted to the Contract Manager and the Business Opportunity Programs Office for review upon completion of the contract. The report should reflect all subcontract activity on the project. The report will aid in expediting the final estimate for payment. If the HUB or DBE goal requirements were not met, documentation supporting good faith efforts must be submitted.

DBE Goal: % OR HUB Goal: % Total Contract Amount: $ Total Contract Amount: $ Contract Number:

Vendor ID # Subprovider Total $ Amt Paid to Date

TOTAL

This is to certify that % of the work was completed by the HUB or DBE subproviders as stated above. By: Prime Provider Per: Signature Subscribed and sworn to before me, this day of , 20 __ ____________________Notary Public County My Commission expires:

12/06 DBE-H4.A

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Page 1 of 1 Exhibit H-5

EXHIBIT H-5

Federal Subprovider and Supplier Information

The Provider shall indicate below the name, address and phone number of all successful and unsuccessful subproviders and/or suppliers that provided proposals/quotes for this contract prior to execution. You may reproduce this form if additional space is needed.

Name Address Phone Number Atkins North America, Inc. 17220 Katy Freeway, Suite 200,

Houston, Texas 77094 512-342-3275

Hicks & company Environmental/ Archeological

1504 W. 5TH Street, Austin, Texas 78703

512-478-0858

HVJ Associates, Inc. 6120 S. Dairy Ashford, Houston, Texas 77072

281-933-7388

Surveying And Mapping, LLC 11111 Katy Freeway, Suite 200, Houston, Texas 77079

281-481-9300

VRX, Inc. 2500 N. Dallas Parkway, Suite 450, Plano, Texas 75093

972-309-9700

The information must be provided and returned with the contract. __________________________________ __________________ Signature Date ________________________ Printed Name Email Phone #

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