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C18-27.11St AMENDMENT TO AGREEMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF BEAUMONT AND AMER FOSTER WHEELER ENVIROMENT & INFRASTRUCTURE INC. FOR BIOLOGICAL RESOURCES ASSISTANCE THIS FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES BY INDEPENDENT CONTRACTOR is made and effective as of the 15th day of May, 2018, by and between the CITY OF BEAUMONT ("CITY") whose address is 550 E. 6th Street, Beaumont, California 92223 and Amec Foster Wheeler Environment & Infrastructure Inc. whose address is 3120 Chicago Avenue, Suite 110 Riverside, CA 92507 ("CONTRACTOR") in consideration of the mutual promises and purpose contained herein, the parties agree as follow: 1. RECITALS This First Amendment is made with respect to the following facts and purpose that the parties agree are true and correct: A. On April 11, 2018, the City and Amec Foster Wheeler Environment & Infrastructure Inc.. entered into that certain agreement entitled "Agreement for Professional Services by Independent Contractor" for biological resources assistance to perform focus surveys per Multiple Species Habitat Conservation Plan (MSHCP)requirements for the City of Beaumont wastewater treatment plant and brine pipeline project located in portions of San Bernardino and Riverside Counties. CA;" ("Agreement"). 2. AMENDMENT Section 2 Serivices to be Perfomed. The Agreement, as amended, CONTRACTOR shall provide all of the services ("Services") as follows: Performaprotocol-level survey for burrowing owl. Under this task. Amec Foster Wheeler will perform focused Burrowing Owl surveys in accordance with the methodology described in M911ti le Species Habitat Conservation Plan augmented by the Staff Report on Burrowing Owl Mitigation California De artment of Fish and Game now CDFW1, March 7 2012. The protocol focused on Burrowing Owl surveys will include a survey of Burrowing Owl burrows on the site followed by focused Burrowing Owl surveys, if necessary, as further described in the proposal dated Aril 10 2018 and added scope of in proposal dated May M 2018 1) Sensitive Plant Surveys, 2) Small Mammal Trapping, 3) Riparian bird surveys, 4 Determination of Biological Equivalent or Superior Preservation and 5) Biological Consultation and Meetings in consideration of the payment of the Compensation set forth below . All Services shall be performed in the manner and according to the timeframe set forth in the Proposal dated May 10, 2018, a copy of which is attached hereto as Exhibit "A" and made a part hereof by this reference. CONTRACTOR designates Wes J. Speake as CONTRACTOR'S professional responsible for overseeing the Services provided by CONTRACTOR. With regards to this Amendment and the Agreement any terms or provisions contained in the Proposal that are in addition to or different from the provisions of the EXHIBIT "A" ( Attach Proposal Dated Mai 10, 2018 e amec foster wheeler May 10, 2018 City of Beaumont 550 East 6th Street Beaumont, CA 92223 Attn: Aftab Hussain, City of Beaumont, Public Works and Utilities Manager Subject: Revised Proposal to Provide Biological Resources Assistance for the City of Beaumont Waste Water Treatment Plant and Brine Pipeline Project Located In portions of San Bernardino and Riverside Counties, CA Dear Aftab: Amec Foster Wheeler Environment and Infrastructure, Inc. (Amec Foster Wheeler) is pleased to provide the City of Beaumont (the City) with this letter proposal, which addresses our scope of services and estimated costs to provide biological resources assistance for the proposed "Beaumont Wastewater Treatment Plant Upgrade/Expansion and Brine Pipeline" project located in portions of San Bernardino and Riverside Counties, CA. The project begins at the Beaumont Waste Water Treatment Plant (WWTP), south of the intersection of Interstate 10 and State Route 60. A brine pipeline connects this facility with the San Bernardino WWTP located approximately 23 miles to the northwest. The pipeline will generally follow existing roads and previously disturbed areas. Our proposed services would be performed on a sub -consultant basis to the City. 1.0 PROJECT UNDERSTANDING Amec Foster Wheeler understands that the City requires Biological Resources Assistance for the installation of the proposed WWTP improvements and brine pipe. Amec Foster Wheeler's role as a sub -consultant will be to provide the biological baseline studies to support the environmental documentation to be prepared by Albert A. Webb and Associates. Specifically, the first part of the project includes upgrades to the Beaumont WWTP. The second part of the project is the 23 -mile brine pipeline from the Beaumont WWTP to the San Bernardino WWTP. The new pipeline will dispose of the brine waste generated by the upgraded Beaumont WWTP. The proposed pipeline will extend approximately 23.3 miles, 12.8 miles of which will be in Riverside County, much of the Riverside County segment extends along the bottom of San Timoteo Canyon. A majority of the pipeline will be installed using an open trench method. Trenches will be 2.5 feet wide and generally six feet deep. Trenchless methods will be used at the majority of drainage features and where required by the local jurisdiction. Trenchless installations can be as deep as 25 feet. The "jack and bore" method and or Hydraulic Directional Drilling (HDD), could be used for trenchless installation. Both methods are used when trenching This data, fumtshedin connscfion with Propose/ No. 2018-W-0046 shall notbe disdased out ofthe City of Beautnontandshallnoi be duplicated, osed ordiscdosedm who% ortnpanfaranyot/rerputpose than to evaluate thepropose/,•provided, thatifa oontractis ewam'ed to this off&nr as a MM# of orin caonnWOn with the submission of &W data, the 0Yy ofBeaumont, shelf have iia right to duplicate; use, ordisdose the data to the extentprow"in the conhad This testmt1m does not 11M the caty ofBeaumonPs right to use fnfarmation cwtafnad in the data ifitie obtained frnvn anotharsourca witiioutresftYion. The data subject to this restnction rs containedin 1wSProposai- Amec Faster Wheeler Environment & Infrastructure, Inc. 3120 Chicago Avenue, Suite 110 Riverside, Ca 82507 Tel: (951) 369-8060 Fax: (951) 369-8035 amec faster ' wheeter or excavating is not practical, and can be suitable for varied situations, including river and road crossings. The project site is situated within portions of the City of San Bernardino, Loma Linda, Redlands, Calimesa, and Beaumont, as well as unincorporated Riverside and San Bernardino Counties. The cities of Beaumont and Calimesa and Riverside County are signatories of the Western Riverside County Multiple Species Habitat Conservation Plan (MSHCP) Area and therefore the portion of the project within Riverside County has separate survey requirements than the portion of the project located in San Bernardino County. Amec Foster Wheeler prepared this scope of work based on the comment letter received from USFWS/CDFW on March 30, 2018 and a Memo from Autumn DeWoody with Albert. A. Webb Associates, and an email from USFWS dated April 30, 2018. 2.0 SCOPE OF SERVICES Based upon our current understanding of the Project, Amec Foster Wheeler proposes to perform a scope of services which includes five fixed tasks. 1) Sensitive Plant Surveys, 2) Small Mammal Trapping, 3) Riparian bird surveys, 4) Determination of -Biologically Equivalent or Superior Preservation, and 5) Biological Consultation and Meetings. Based on the current site plan, suitable habitat for California Coastal Gnatcatcher, may be impacted, but is covered under the MSHCP. 2.1 Task I — Sensitive Plant Surveys Surveys for smooth tarplant will be performed in all potentially suitable habitat areas within areas specifically associated with Chino and Grangeville soil series. Surreys will be conducted during the appropriate flowering period; early May to late June. Surveys will be conducted in accordance with the guidelines established by the California Native Plant Society and California Department of Fish and Wildlife (CDFW). Construction activities may occur within the Santa Ana River Channel (San Bernardino County), therefore, focused surveys will also include surveys for Santa Ana River woolly star and slender -horned spineflower. Amec Foster Wheeler estimates a maximum of two field days with two biologists will be necessary to complete the required surveys. The first site visit will be conducted in early May to account for the early -season blooming period and again in June to account for the late blooming period. Since these plants are easily identifiable, visiting a known population of these plants prior to conducting the surveys is not necessary. Fallowing the field surveys, Amec Foster Wheeler will prepare a letter report of findings that will document the findings of the focused survey and, if applicable, will include a map of any observed sensitive plant species. Although resource agencies do not have a standard requirement for written reports for sensitive plants, a letter report of findings will be prepared and submitted to the client and regulatory agencies as appropriate. Amec Foster Wheeler will also conduct a recent search of the California Native Plant Species Electronic Inventory (CNPSEI) and California Natural Diversity Database (CNDDB). In addition to the site description, methodology, and findings, the report will describe the areas of the site that are occupied by any sensitive plants and provide an estimate of the number of occupied acres. Mitigation recommendations for potential impacts to sensitive plant species observed on the project site will also be included in the report, if necessary. If smooth tarplant is observed within the portion of the project site located within Riverside -County and will be impacted by project construction, a Determination of Biological Equivalent or "Use or disclosure of proposal data is subject to the restriction In the cover letter of this Proposal No. 2018-W-oo46 "5110/18 amec foster wheeler Superior Preservation (DBESP) will be required under the MSHCP guidelines. This effort is included under Task 4. If sensitive plants are only found in San Bernardino County, a DBESP will not be required for sensitive plants. 2.2 Taste 2 — Focused Surveys for Small Mammals A permitted Amec Foster Wheeler biologist will perform United States Fish and Wildlife Service (USFWS) approved protocol surveys to determine presence/absence of the federally endangered San Bernardino kangaroo rat and the California species of concern Los Angeles pocket mouse. Surveys will be conducted within suitable habitat for these species within the San Bernardino County portion of the project site. The suitable habitat area for SBKR and Los Angeles Pocket Mouse was mapped during the general reconnaissance -level surveys associated with Task 1. In accordance with USFWS survey protocol, each trapping effort will be conducted for 5 consecutive evenings. Traps will be checked and animals released at 12:00 midnight to reduce impacts. This scope of work includes a single week of trapping. If additional area is required, additional costs will be necessary to complete the surveys. As a requirement of the permit to trap for the San Bernardino kangaroo rat, permitted individuals must notify the USFWS within 15 working days prior to the anticipated start date of survey work. This notification should include precise mapping of the project site clearly delineated on a 7.5 - minute United States Geological Survey (USGS) topographic quadrangle map. The surveys will begin immediately following the 15 -day USFWS notification. A draft report of findings will be submitted to you for review. Based on one set of review comments from the client, a final report will be prepared and submitted electronically. Our cost estimate assumes that one round of trapping will be required throughout the entire project site. If LAPM is observed within the portion of the project site located within Riverside County and will be impacted by project construction, a DBESP will be required under the MSHCP guidelines. This effort is included under Task 4. If LAPM are only found in San Bernardino County, a DBESP will not be required for sensitive plants. 2.3 Task 3 — Riparian Bird Surveys A qualified Amec Foster Wheeler biologist(s) will perform approved Untied States Fish and Wildlife Service (USFWS) protocol surveys to determine presence/absence of the federally endangered least Bell's vireo (1%reo beiiiipcusiifus) and federally endangered Southwestern Willow Flycatcher (Empidonaxtraiiifiextimus) and western yellow -billed cuckoo (Cocojezus americanus) within suitable riparian habitat within and immediately adjacent to the project site. Although the suitable habitat may not be directly impacted, construction activities will occur within the vicinity of the suitable habitat. In accordance with USFWS survey protocol for least Bell's vireo, surveys will be conducted between April 10 and July 31, a minimum of eight site visits will be conducted at least 10 days apart. Southwestern willow flycatcher surveys can be completed on the same day as LBV surveys, but only five surveys are required: one between May 15 and May 31, one between June 1 and June 22, and three between June 22 and July 17. In accordance with USFWS survey protocol for western yellow -billed cuckoo, surveys will be conducted between mid-June and mid-August. A line transect will be placed within or adjacent to suitable habitat. A series of broad -cast points will be established along the transect. Each transect will be visited four times during the survey period, a minimum of 12 days apart. Based on the estimated survey area, this task includes two people to cover about 100 acres of suitable habitat for all three species. Due to some overlap in the survey protocols, an additional Vh day of surveys will be required to cover the last Cuckoo survey. MSHCP requires protocol surveys "Use or disclosure of proposal data is subject to the restriction in the cover letter of this Proposal No. 2018-W-0048."5/10/18 amec foster wheeler for all three riparian bird surveys, if suitable habitat occurs. Since suitable habitat occurs within portions of the pipeline alignment, protocol surveys are required for all three species. As a requirement of the permit to survey for southwestern willow flycatcher, permitted field investigators must notify the USFWS within 15 days prior to the anticipated start date of survey work. This notification will include precise mapping of the project site clearly delineated on a USGS 7.5 -minute topographic map. The surveys will begin immediately following the 15 -day USFWS notification. The USFWS requires that a report of findings submitted to them upon completion of the surveys. Based on one set of review comments from the client, a final report will be prepared and submitted electronically. If least Bell's vireo, southwestern willow flycatcher, or yellow -billed cuckoo are observed within the portion of the project site located within Riverside County and will be impacted by project construction, a DBESP.will be required under the MSHCP guidelines. This effort is included under Task 6. If sensitive riparian birds are only found in San Bernardino County, a DBESP will not be required for sensitive plants. 2.4 Task 4 — Determination of Biological Equivalent or Superior Preservation Since the proposed project may result in impacts sensitive resources covered under the WRMSHCP, a DetWmination ofBio/ogica/Equivalent or SilperiorPreseivation (DSESP) Report may be required. Projects that prepare a DBESP are still subject to all other State and Federal regulations related to wetland habitats, streambeds and "waters". Amec Foster Wheeler will prepare the report in accordance with Determination of Biologically Equivalent or Superior Preservation Report Guidelines as defined in MSHCP Section 6.1.2. A draft report will be submitted to the City of Beaumont for review. Upon completion of the review, Amec Foster Wheeler will discuss any comments and provide electronic copies of the final report (by e-mail) to the City. One revision to the draft report is included in this scope of services. 2.5 Task 5 — Biological Consulledon Due to the complexity of this project and the number of tasks that are required, Amec Foster Wheeler has Included this Biological Consultation task to coordinate project related tasks and informal consultation with the resource agencies, regulatory permitting staff, RCA staff, and City and County representatives. The purpose of this task is to streamline the biological evaluation process, while trying to reduce the regulatory burden that comes with this type of project Amec Foster Wheeler will work closely with RCA, USFWS, CDFW, and SWRCB staff to ensure that the requested presence -absence survey efforts are necessary and completed according to the standard protocols and requirements. Biological consultation will likely be required to establish seasonal avoidance measures or establish occupied habitat in older to reduce or eliminate biological monitoring efforts. Each of the previous task items mentioned above, are standalone task items requested by RCA, USFWS, CDFW, and SWRCB staff or inferred as part of the biological resource assessment. Amec Foster Wheeler will work closely with the City and Webb to facilitate a smooth transfer of information and to assist in any project design discussion, which will minimize project related impacts to the extent feasible. This task includes additional meetings (up to four meetings) and consultation efforts necessary to coordinate the survey efforts and incorporate the findings into the CEOA document. After completion of the focused surveys, the Biological Resources Assessment Report and MSHCP Consistency Analysis will require updating to include the results 'Use or disclosure of proposal data is subject to the restriction in the cover letter of this Proposal No. 2018-W0046.'5110l18 amec foster wheeler of the focused surveys. A revised copy of each report will be submitted to the City of Beaumont for review. Upon completion of the review, Amec Foster Wheeler will discuss any comments and provide electronic copies of the final report (by e-mail) to the City. One revision to the draft report is included in this scope of services. 3.0 ASSUMPTIONS The following general assumptions are made relative to this scope and cost: • Albert A. Webb and Associates will provide defined maps depicting the most up-to-date and preferred project alignment and any alternatives that require assessments. • No additional special status species surveys are anticipated at this time, other than what has been detailed above. • The cost assumes that electronic copies of the draft and final reports will be provided following one round of review comments. • This scope obw notlAcAmb submittal of any regulatory agency permits. These task items do include efforts to coordinate permits, regulatory correspondence, and/or meetings with regulatory staff with regard to regulatory permitting necessary for impacts to drainage features. • This proposal a/bwmthi Ym*any project related fees, such as regulatory permitting fees, MSHCP fees, Stephens' kangaroo rat HCP fees, or other required fees. • At this point, no revisions or updates to the Jurisdictional Delineation will be required. 4.0 ESTIMATED COSTS As summarized in Table 1, estimated cost to perform the standard tasks (Task No. 1 through 5) is $52,600.00. Billing shall be on a Firm Fixed -Fee basis and shall not exceed the stated cost estimate. If additional scopele fort is required cost could increase. If specific tasks are eliminated due to project avoidance, agency discussion, and/or minimization measures, then the total cost will be adjusted accordingly. TABLE 1 Estimated Costs (By Task) TASK TASK DESCRIPTION COST (s) NO. Task 1 Focused Surveys for Sensitive Plants $7,250.00 Task 2 Focused Surveys for Small Mammals $12,500.00 Task 3 Focused Surveys for Riparian Birds $15,500.00 Task 4 Determination of Biological Equivalent or Sup2rior Preservation $3,500.00 Task 5 Biolo ical Consultation $13,850.00 TOTAL $52,600.00 'Use or disclosure of proposal data is subject to the restriction In the cover letter of this Proposal No. 2018-W-0048."511011$ amec foster wheeler 5A AGRESIVIENT If this proposal is acceptable please sign the Professional Services Agreement (dated May 8, 2018) or submit a City of Beaumont contract for signature. If additional effort above and beyond the current scope of work is required, cost could increase. If you have any questions or comments regarding this proposal and would like to discuss them in detail, please do not hesitate to contact me at (951) 369-8060. Thank you and we look forward to continuing our work with you on this project. Sincerely, r Scott A. Crawford Biology Group Manager Amec Foster Wheeler Environment & Intrastructtms, Inc. "Use or disclosure of proposal data is subject to the restriction In the cover letter of this Proposal No. 2018-W-0046.'5110118 amec foster wheeler Professional Services Agreement PARTIES This Agreement made this 10th day of May 2018, between: Citvof Beaumont and Amee Foster Wheeler Environment & Infrastructure Inc. Attn.: Aftab_Hussain, Public Works 3120 Chicago Avenue, Suite 110 and Utilities Manager Riverside, CA 92507 .1210 Beaumont Avenue Attn: Wes J. Speake Beaumont CA: 92223 hereinafter called "Amer Foster Wheeler" hereinafter called "Client" PROJECT Client engages Ames Foster Wheeler to provide services in connection with: Proposal dated May 10, 2018 SCOPE OF SERVICES Amec Foster Wheeler agrees to perform services as follows: Proposal dated May 10, 2018 Client agrees that all services not expressly included are excluded from Amec Foster Wheeler's Scope of services. COMPENSATION Firm -fixed price: Client agrees to compensate Amec Foster Wheeler on a firm -fixed price basis in the amount of. - $52,600.00. £$52,600.00. TASK NO. TASK DESCRIPTION COSTS) Task 1 Focused Surveys for Sensitive Plants $7,250.00 Task 2 Focused Surveys for Small Mammals $12,500.00 Task 3 Focused Surv2n for Pi arian Birds $15,500.00 Task 4 Determination of Biologically Equivalent or Superior Preservation $3,500.00 Task 5 1 Biological Consultation $13,850.00 - TOTAL t—$52,600.001 In addition to the Agreement amount, Client assumes full responsibility for the payment of any applicable sales, use, or value-added taxes under this Agreement, except as otherwise specified. ATTACHMENTS The listed attachments form part of this Agreement: 1. Proposal to Provide Biological Resources Assistance for the City of Beaumont Waste Water Treatment Plant and Brine Pipeline Project Located in portions of San Bernardino and Riverside Counties, CA 'Use or disclosure of proposal data Is subject to the restriction in the cover letter of this Proposal No. 2018-W-0046.'5110/18 amen foster wheeler TERMS AND CONDITIONS 1. AUTHORIZATION TO PROCEED. The signing of this Agreement by the Client and Amec Foster Wheeler will serve as written authorization for Amec Foster Wheeler to proceed with the services called for in this Agreement. L ENTIRE AGREEMENT. This Agreement, including attachments incorporated herein by reference, represents the entire agreement between Amec Foster Wheeler and Client and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be altered only by written instrument signed by authorized representatives of both Client and Amec Foster Wheeler, 3. CHANGES AND DELAYS. CLIENT acknowledges that Amec Foster Wheeler's services do not include the review of public disclosure documents or preparing consents for regulatory filing purposes. If CLIENT requests such consents from Amen Foster Wheeler, CLIENT acknowledges that it will be at CLIENTs cost, and CLIENT shall allow sufficient time for Amec Foster Wheeler to perform the necessary review required for completing the consents. Work beyond the scope of services or redoing any part of the project through no fault of Amec Foster Wheeler, shall constitute extra work and shall be paid for on a time -and -materials basis in addition to any other payment provided for in this Agreement. In the event Ames Foster Wheeter's work is interrupted due to delays other than delays caused by Amec Foster Wheeler, Amec Foster Wheeler shall be compensated equitably (based on Amec Foster Wheeler's current Fee Schedule) for the additional labor or other charges associated with maintaining its work force for Client's benefit during the delay, or at the option of the Client, for charges incurred by Amec Foster W heelerfor demobilization and subsequent remobilization. If, during the course of performance of this Agreement, conditions or circumstances are discovered which were not contemplated by Amec Foster Wheeler at the commencement of this Agreement, Amec Foster Wheeler shall notify Oient in writing of the newly discovered conditions or circumstances and the impact on the Agreement. Client and Amec Foster Wheeler agree to negotiate in good faith any changes to the price, terms and conditions or schedule of this Agreement. Client acknowledges and agrees that its use of any purchase order or other form to procure services is solely for administrative purposes and in no event shall Amec Foster Wheeler be bound to any terms and conditions on such form regardless of reference to or signature. Client shall endeavor to reference this Agreement on any purchase order (or any other form), but Client's failure to do so shall not operate to modify this Agreement. 4t. PAYMENT AND SUSPENSION. Unless otherwise stated in the Proposal, invoices will be submitted by Amec Foster Wheeler either at the completion of the work or on a monthly basis and will be due and payable on the invoice date. Invoices not paid within thirty (30) days of the Invoice date shall be subject to a late fee of one and one-half percent (1.5%) per month computed at 31 days from the date of invoice. In addition, any collection fees, legal fees, court costs, and other related expenses incurred by Amec. Foster Wheeler in the collection of delinquent invoice amounts shall be paid by CLIENT. IN THE EVENT CLIENT DISPUTES ALL OR PART OF AN INVOICE, CLIENT MUST ADVISE Ames Fosbr Wheabr IN WRITING WITHIN FIFTEEN (15) DAYS FROM INVOICE DATE. UNDISPUTED PORTIONS ARE SUBJECT TO PAYMENT WITHIN THIRTY (30) DAYS. Amec Foster Wheeler may suspend performanceof services under this Agreement f:1) CLIENTfails to make payment in accordance with the terms hereof, 2) CLIENT becomes insolvent, enters bankruptcy, receivership, or other like proceeding (voluntary or involuntary) or makes an assignment for the benefit of creditors, or 3) Amec Foster Wheeler reasonably believes that CLIENT will be unable to pay Amer Foster Wheeler in accordance with the terms hereof and notifies CLIENT in writing prior to such suspension of services. If any such suspension causes an increase in the time required for Amec Foster Wheeler's performance, the performance schedule and/or period for performance shall be extended for a period of time equal to the suspension period. S. PERMITS, UTILITIES AND ACCESS. Unless otherwise agreed in writing, the Client shall: 1) apply for and obtain all required permits and licenses; 2) make all necessary arrangements for right of entry to provide Ameo Foster Wheeler access to the site for all equipment and personnel at no charge to Amec Foster Wheeler, 3) make available to Amec Foster Wheeler all relevant information and documents under its control regarding past, present and proposed conditions of the site, including but not limited to plot plans, topographic studies, hydrologic data and previous soil and geologic data including borings, field or laboratory tests and written reports and shall immediately transmit to Amec Foster Wheeler any new information that becomes available or any changes in plans; and 4) provide AMEC with the location of all underground utilities and structures in the exploration area. While Ames Foster Wheeler will take all reasonable precautions to minimize any damage to the property, the Client agrees to hold Amec Foster Wheeler harmless for any damages to any subterranean structures or any damage required for right of entry. 6. PROBABLE COSTS. Arnec Foster Wheeler does not guarantee the accuracy of probable costs for providing services hereunder. Such probable costs represent only AMEC's judgment as a professional and are supplied only for the general guidance of the Client. T. DISPUTES. Any dispute arising hereunder shall first be resolved by taking the following steps, where a successive step is taken if the issue is not resolved at the preceding step: 1) by the technical and contractual personnel for each party performing this Agreement, 2) by executive management of each party, 3) by mediation, or 4) through the court "Use or disclosure of proposal data is subject to the restriction in the cover letter of this Proposal No. 2018-W-oo45."5110/18 amec faster wheeler system of the jurisdiction of the Amec Foster Wheeler office that is entering Into this Agreement. Client hereby waives -the right to trial by jury for any disputes arising out of this Agreement. Except as otherwise provided herein, each party shall be responsible for Its own legal costs and attomeys' fees. 8. STANDARD OF CARE. In the performance of professional services, Amec Foster Wheeler will use that level of can: and skill ordinarily exercised by reputable members of AMEC's profession currently practicing in the same locality under similar conditions. NO OTHER REPRESENTATION, GUARANTEE, OR WARRANTY, EXPRESS OR IMPLIED, IS INCLUDED OR INTENDED IN THIS AGREEMENT, OR IN ANY COMMUNICATION (ORAL OR WRITTEN), REPORT, OPINION, DOCUMENT, OR INSTRUMENT OF SERVICE. 9. INDEMNITY. Client agrees to defend, indemnify, protect and hold harmless Amec Foster Wheeler and its officers, employees and agents from any and all claims, liabilities, damages or expenses, including but not limited to delay of the project, reduction of property value, fear of or actual exposure to or release of toxic or hazardous substances, and any consequential damages of whatever nature, which may arise directly or Indirectly, to any party, as a result of the services provided by Amec Foster Wheeler under this Agreement, unless such injury or loss is caused by the sole negligence of Amec Foster Wheeler. 10. LIMITATION OF LIABILITY. 1Vb1 thstandfinganyotherprorrisiorn of this Agreement, the total liabilifyofAmec Foster Wheeler, its offers, orrectors and employees forGabilibbs, damns, judgments, demands and causes ofachon arising underorie/afed to thisAgneement, whetherhasedirr confract arfat, she/1be limitedto the tofalcbmpensahon acfua//y paid to Ames Foster HfA9e&r for &a services or $5004V, ,, whfchewrIs fess All claims by went shall be deemed r *Wiltshed unfss bled w#yn one (1) year after srrbstanha( completron of the selMes In addVon, Amec Foster Wheeler shall not be liable forMwegz enfial, hvIdental or indirect damages as a resu/f of drre performance ofjoAq Agreement 11. INSURANCE. Amec Foster Wheeler will maintain insurance for this Agreement in the following types: 1) worker's compensation insurance at statutorily required levels, 2) comprehensive general liability insurance and 3) automobile liability insurance for bodily injury and property damage. 12. RESPONSIBILITY. Ames Foster Wheeler is not responsible for the completion or quality of work that is dependent upon or performed by the Client or third parties not under the direct control of Amec Foster W heeler, nor is Amec Foster Wheeler responsible for their acts or omissions or for any damages resulting therefrom. 13. EXCLUSIVE USE. Services provided under this Agreement, including all reports, information or recommendations prepared or issued by Amec Foster Wheeler, are for the exclusive use of the Client for the project specified. No other use is authorized under this Agreement Client will not distribute or convey Amec Foster Wheeler's reports or recommendations to any person or organization other than those identified in the project description without Ameo Foster Wheeler's written authorization. Client releases Amec Foster Wheeler from liability and agrees to defend, indemnify, protect and hold harmless Amec Foster Wheeler from any and all Bairns, liabilities, damages or expenses arising, in whole or in part, from such unauthorized distribution. 14. FIELD REPRESENTATION. Unless otherwise expressly agreed in writing, Ames Foster Wheeler shall not be responsible for the safety or direction of the means and methods at the Client's site of contractors or their employees or agents that are not hired by Amec Foster W heeler, and the presence of Amec Foster Wheeler at the Client's site will not relieve the contractor of its responsibilities for performing the Work in accordance with applicable regulations, or in accordance with project plans and specifications. If necessary, Client will advise any contractors that Amec Foster Wheeler's services are so limited. Amec Foster Wheeler will not assume the role of "prime contractor", "principal contractor", "constructor", 'controlling employer", or their equivalents unless the scope of such services are expressly agreed in writing. 16. ENVIRONMENTAL LIABILITY. Client has and shall retain all responsibility and liabilityforthe environmental conditions on the site. All non -consumed samples shall remain the property of the Client, and Client shall be responsible for and promptly pay for the removal and lawful disposal of samples, cuttings and hazardous materials, unless otherwise agreed in writing. If appropriate, Amec Foster Wheeler shall preserve samples obtained for the project for not longer than 30 days after the issuance of any document that includes the data obtained from those samples. 16. TERMINATION. This Agreement may be terminated by either party upon ten (10) days written notice to the other. In the event of a termination, Client shall pay for all reasonable charges for work performed and demobilization by Amec Foster Wheeler to date of notice of termination. The limitation of liability and indemnity obligations of this Agreement shall be binding notwithstanding any termination of this Agreement 17. ASSIGNMENT. Neither party shall assign its interest in this Agreement without the written consent of the other. 18. GOVERNING LAW. This Agreement is governed by the laws of the state of the Amec Foster Wheeler office that is entering into this Agreement. "Use or disclosure of proposal data is subject to the restriction in the cover letter of this Proposal No. 2018-W-0046.'5110118 amec foster " wheeler 19. ANTI -BRIBERY. The Parties undertake to protect the standards of business practice of the other Patty at all times and to act in such a way as to uphold the good name and reputation of the other Party and not to do or attempt to do any act or thing which is intended to and/or which in fact causes any damage to or brings discredit upon the other Party and, in particular, the Parties will not: (a) Offer or give or agree to give b any director, officer, employee or agent of the other Party or any other entity any gift or consideration of any Idnd as an inducement or reward for doing or for forbearing to do or for having hone or forbome to do any action in relation to the obtaining or execution of any contract or for showing or forbearing to show any favor or disfavor to any person in relation to any contract .Induce or attempt to induce any officer, servant or agent of any private or public body to depart from his duties to his employer nor be involved with any such arrangement Client and Amec Foster Wheeler acknowledge that each has read and agrees to these Terms and Conditions, which are incorporated herein and made a part of this Agreement. CLIENT By: --- Title: Date: —By: — Title: Date: AMEC FOSTER WHEELER ENVIRONMENT & INFRASTRUCTURE, INC. "Use or disclosure of proposal data is subject to the restriction in the cover fetter of this Proposal No. 2018-W-0046.'5/10/18 10