San Jacinto River Authority · 2015-07-11 · Minutes of a Regular Meeting of the GRP Review Committee January 22, 2013 A regular meeting of the San Jacinto River Authority GRP Review

San Jacinto River Authority

GRP Review Committee

Regular Meeting Tuesday, March 26, 2013

12:00 Noon 1577 Damsite Road Conroe, TX 77304

Regular Meeting GRP Review Committee

G & A Building 1577 Dam Site Road Conroe, Texas 77304

Tuesday, March 26, 2013 12:00 Noon

Agenda Call to order

1. Approval of Minutes of GRP Review Committee meeting on January 22, 2013

2. Approval of Minutes of GRP Review Committee meeting on February 25, 2013

3. GRP items for consideration by the SJRA Board on March 28, 2013.

a. Consider authorizing General Manager to execute Amendment No. 4 to Contract with Construction Manager at Risk for Work Package No. 4 and Final Guaranteed Maximum Price for the GRP Surface Water Facilities (McCarthy Contract, Contract 11-186)

b. Consider authorizing General Manager to execute Work Order No. 3 for Construction Materials Testing for the GRP Surface Water Facilities Work Package No. 4. (Geotest, Contract 12-081)

c. Consider authorizing General Manager to execute Construction Contract for Surface Water Transmission Line Segment T1 for the GRP Program. (SJ Lewis, Contract 13-067)

d. Consider authorizing General Manager to execute Work Order No. 6 for Construction Phase Services by Design Consultant during construction of Surface Water Transmission Line Segment T1 for the GRP Program. (Jones & Carter Contract 11-143 )

e. Consider authorizing General Manager to execute Construction Contract for Surface Water Transmission Line Segment T2 for the GRP Program. (Texas Sterling, Contract 13-068)

f. Consider authorizing General Manager to execute Work Order No. 6 for Construction Phase Services by Design Consultant during construction of Surface Water Transmission Line Segment T2 for the GRP Program. (Klotz, Contract 11-144 )

g. Consider authorizing General Manager to execute Professional Services Agreement and Work Order No. 1 for Construction Materials Testing during construction of Various Surface Water Transmission Line Segments for the GRP Program. (Terracon, Contract 13-089)

h. Consider authorizing General Manager to finalize and execute a New Relocation Request Regarding the Utility Relocation Agreement with Mid-South Synergy (Mid-South, Contract 13-022)

i. Clarification of Information Regarding a Utility Relocation Agreement with Consolidated Communications for the GRP Program

j. Consider authorizing General Manager to execute Option for Raw Water Supply Contract with Trinity River Authority of Texas.

4. Willis Catahoula well update

5. Presentation and discussion of a GRP construction update.

6. GRP Update

7. Future Items for Discussion

8. Future Meeting Schedule

9. Adjourn

Minutes of a Regular Meeting of the GRP Review Committee

January 22, 2013 A regular meeting of the San Jacinto River Authority GRP Review Committee was held at 12:00 P.M., January 22, 2013 at the San Jacinto River Authority G&A Building 1577 Dam Site Road, Conroe, Texas 77304. Attendees were as follows:

Troy Morris Chairman, Mid South Al Newton MUDs East Mike Mooney WJPA Arthur Faiello Cities Jackie Chance MUDs West Dean Towery City of Conroe Ron Kelling SJRA Deputy General Manager, Operations Mark Smith SJRA GRP Administrator Connie Kelly SJRA GRP Administrative Assistant Jace Houston SJRA General Manager Don Sarich SJRA Implementation Coordinator Steve Fenney SJRA Technical Services Manager Ross Sherrod SJRA GRP Compliance Technician Rhonda Trow SJRA Public Relations Manager Dave Scholler Brown & Gay Engineers Mitch Page

SP&H

Troy Morris called the meeting to order at 12:12 PM. Troy introduced the minutes of the December 10, 2012 meeting and asked for a motion to approve those minutes. A motion was made by Arthur Faiello, seconded by Al Newton and passed unanimously. Mark Smith introduced items that would be brought to the SJRA Board for approval.

a. Consider authorizing General Manager to approve additional expenditures for legal representation, including professional appraisal services for land/easement acquisition for the GRP Program 1) Andrews Kurth, LLP 2) Michael C. Beller 3) John W. Martin b. Consider authorizing General Manager, GRP Administrator, and Division Manager for Woodlands Division to execute Inter-Division Memorandum relative

to GRP Division's payment of costs for Woodlands Division System Improvements c. Consider authorizing General Manager to execute Professional Services Agreement and Work Order No. 1 for Design of 16-inch Well Collection Line from Well Nos. 9 & 10 at Elevated Storage Tank No. 3 to Kuykendahl Road Right of Way in The Woodlands d. Consider authorizing General Manager to execute Work Order No. 7 for 16-inch Well Collection Line from Kuykendahl Road Right of Way to Water Plant No. 3 in The Woodlands e. Consider authorizing General Manager to execute Amendment No. 3 to Work Order No. 3 for Final Design Modifications to Surface Water Transmission Line, Segment W2, for the GRP Program f. Consider authorizing General Manager to execute Work Order No. 2 for Construction Management and Inspection Services for the Surface Water Transmission System for the GRP Program g. Consider authorizing General Manager to execute Amendment No. 1 to Work Order No. 8 for Construction Phase Services for Raw Water Intake and Pump Station. h. Consider authorizing General Manager to execute Work Order No. 6 for Surface water Transmission System, Segment T3, Partial Realignment Design Services for the GRP Program i. Consider authorizing General Manager to finalize and execute Amendment to Supplemental Agreement with City of Conroe for System Improvements j. Consider authorizing General Manager to finalize and execute Supplemental Agreement with Mid-South for System Improvements and Receiving Facilities k. Consider approval of Resolution regarding Early Construction of Surface Water Lines Due to Developer Requests for the GRP Program. l. Consider authorizing General Manager to take all actions necessary and appropriate to transfer escrowed GRP bond proceeds from Wells Fargo Bank, N.A., to U.S. Bank, including: (a) making application for approval of transfer to the Texas Water Development Board; (b) execution of Escrow Agreement(s) with U.S. Bank; and (c) termination of Escrow Agreements with Wells Fargo Bank, N.A.

Troy Morris called for a motion to recommend items a. – h, k & l. A motion was made by Al Newton, seconded by Dean Towery and carried unanimously to recommend these items for approval by the SJRA Board of Directors.

Troy Morris called for a motion to recommend Item i. A motion was made by Arthur Faiello, seconded by Al Newton and carried to recommend these items for approval by the SJRA Board of Directors. Dean Towery abstained from voting on this item. Arthur Faiello called for a motion to recommend items j. A motion was made by Dean Towery, seconded by Jackie Chance and carried unanimously to recommend these items for approval by the SJRA Board of Directors. Troy Morris abstained from voting on this item.

Mark gave a GRP update on the following items:

· Powerpoint on SWF · Transmission line T2 out for bid. T1 to come soon · Real Estate conference calls on target

Future meeting dates: February 25, 2013 at the G&A boardroom. Troy Morris called for a motion to adjourn at 1:10 PM and such motion was made by Al Newton, seconded by Arthur Faiello and carried unanimously. Minutes recorded by: Connie Kelly GRP Administrative Assistant

Minutes of a Regular Meeting of the GRP Review Committee

February 25, 2013 A regular meeting of the San Jacinto River Authority GRP Review Committee was held at 12:00 P.M., February 25, 2013 at the San Jacinto River Authority G&A Building 1577 Dam Site Road, Conroe, Texas 77304. Attendees were as follows:

Troy Morris Chairman, Mid South Al Newton MUDs East Mike Mooney WJPA Arthur Faiello Cities Jackie Chance MUDs West Dean Towery City of Conroe Ron Kelling SJRA Deputy General Manager, Operations Mark Smith SJRA GRP Administrator Erica Buckley SJRA GRP Administrative Assistant Jace Houston SJRA General Manager Don Sarich SJRA Implementation Coordinator Steve Fenney SJRA Technical Services Manager Ross Sherrod SJRA GRP Compliance Technician Rhonda Trow SJRA Public Relations Manager Mitch Page Michelle Simpson Dr. Bob Hill

SP&H SJRA Public Relations SJRA SCADA

Troy Morris called the meeting to order at 12:00 PM. There were no minutes to approve from previous meeting. January minutes will be approved at the March meeting. All members of the committee agreed that this would be ok.

1) Mark Smith introduced items that would be brought to the SJRA Board for approval on February 28, 2012. a. Consider authorizing General Manager to execute Professional Services Agreement

and Work Order No. 1 for Preliminary and Final Design, Topographic Survey, Geotechnical Investigation, Environmental Assessment, and Construction Phase Services for a 16-inch Well Collection Line and 12-inch Loop Water Line in College Park in The Woodlands (LJA, Contract 13-048)

Mike Mooney had a correction to the board communication page. It was labeled WJPA and should have been SJRA.

Troy Morris called for a motion to recommend item a. A motion was made by Al Newton, seconded by Arthur Faiello and carried unanimously to recommend these items for approval by the SJRA Board of Directors.

2) Mark Smith gave a presentation on the development of a watershed protection plan for Lake Conroe. Ron Kelling led a discussion about the makeup of the committee and who should be represented.

3) Phil Smith gave a presentation on the GRP construction progress. 4) GRP Update was given by Mark Smith which included the GRP monthly report. 5) Closed Meeting-Executive Session regarding one or more of the topics below.

a) Consultation with attorney, pursuant to Texas Government Code 551.071 b) Deliberation regarding real property, pursuant to Texas Government Code 551.072

This item was moved to after meeting adjourned. 6) Mark Smith discussed future items, which included the T-1 and T-2 segments. These

items will be voted on at the March meeting. 7) Future meeting dates: March 26, 2013 at the G&A boardroom. 8) Troy Morris called for a motion to adjourn at 1:10 PM and such motion was made by

Dean Towery, seconded by Arthur Mike Mooney and carried unanimously. Minutes recorded by: Matt Corley GRP Customer Service & Compliance Supervisor

San Jacinto River Authority Board Communication


Item No. Agenda Item Date Consider authorizing General Manager to execute Amendment No. 4 to Contract

with Construction Manager at Risk for Work Package No. 4 and Final Guaranteed Maximum Price for the GRP Surface Water Facilities

03/28/2013

BACKGROUND INFORMATION

Firm Name: McCarthy Building Companies, Inc. (Construction Manager at Risk) Project: Surface Water Facilities - GRP Program Type of Services: Construction Manager at Risk (CMAR) Agreement

Type of Agreement: CMAR Contract Amendment No. 4 (Early Work Package No. 4) (Contract # 11-186) Proposal Date: December 06, 2012 (First Advertisement); January 26, 2013 (Received) Purpose and General Description of Services: Work Authorization Amendment No. 4 (Work Package No. 4) provides for all of the labor, material, and equipment required for the procurement and construction of Work Categories 01C, 03E, 03F, 04C, 05C, 06A, 06B, 07D, 07E, 07F, 07G, 08A, 08B, 09D, 09E, 22B, 22C, 23B, 26C-F, 28A, 31C, 32B, 32C, 32D, 33C, 40C, 40D, 41B, 43C. Work Authorization No. 4 represents the final work package under the CMAR Contract and combines all previous Work Orders into a single Guaranteed Maximum Price (GMP) contract. Original CMAR Contract Amount: $ 1,817,874.00 (Board Approved July 28, 2011) Work Authorization Amendment No. 1: $ 8,528,919.00 (Board Approved November 10, 2011) Work Authorization Amendment No 2: $ 32,528,047.00 (Board Approved July 26, 2012) Work Authorization Amendment No. 3: $ 47,456,718.00 (Board Approved November 08, 2012) Work Authorization Amendment No. 4: $100,373,182.00 (Recommended Action Requested Amount) Total Revised CMAR Contract Amount: $190,704,740.00 Construction Cost: $100,373,182.00 (Recommended Action Requested Amount) Engineer’s Estimate of Probable Cost: $100,668,442.00 Anticipated Completion Date of Services: June 01, 2015

RECOMMENDED ACTION Authorize the General Manager to execute CMAR Contract Amendment No. 4 and Final Guaranteed Maximum Price (GMP) with McCarthy Building Companies, Inc., for $100,373,182.00, for the GRP Surface Water Facilities for the GRP Program.



Item No. Agenda Item Date Consider authorizing General Manager to execute Contract for Construction of

Segment T1 of the GRP Program Surface Water Transmission System

03/28/2013


Firm Name: S.J. Louis Construction

Project: Segment T1 - GRP Program Surface Water Transmission System

Type of Services: Standard Construction Agreement

Engineer: Jones & Carter, Inc. Project Description:

The construction contract provides for all of the labor, materials, and equipment required to construct the proposed Segment T1 surface water transmission line. Segment T1 includes approximately 21,370 L.F. of 60” transmission line and 3” fiber optic conduit to be installed along the Lake Conroe Dam from the proposed SJRA Surface Water Facilities site to SH 105, along SH 105 from the western end of the dam to Sunshine Drive, along Sunshine Drive from SH 105 to Lake Business Drive, along Lake Business Drive from Sunshine Drive to McCaleb Road, and along McCaleb Road from Lake Business Drive to a point approximately 1,600 L.F. north of FM 2854. Note: The Competitive Sealed Proposal (CSP) procurement method was used for this project. A mandatory pre-proposal conference was held on January 29, 2013. Proposals were received and publicly opened on February 12, 2013. A selection committee evaluated the proposals based on criteria detailed in the associated Request for Proposals (RFP) and recommended an offeror for award of the construction contract. No. Proposals Received / Proposal Receipt Date: Ten (10) / February 12, 2013

Highest Ranked Offeror / Proposed Cost: S.J. Louis Const. / $14,521,937.14 (89.29 Pts)

Second Ranked Offeror / Proposed Cost: BRH Garver / $17,081,605.00 (84.92 Pts)

Third Ranked Offeror / Proposed Cost: Texas Sterling / $16,590,693.00 (83.16 Pts) Proposal Amount: $14,521,937.14

Engineer’s Estimate: $17,600,000.00

Contract Days: 509 calendar days

RECOMMENDED ACTION Authorize General Manager to execute Contract for Construction of Segment T1 of the GRP Program Surface Water Transmission System with S.J. Louis Construction in the amount of $14,521,937.14 and contract modifications up to $100,000.



Item No. Agenda Item Date Consider authorizing General Manager to execute Work Order No. 6 for

Construction Phase Services by Design Consultant during construction of Surface Water Transmission Line Segment T1 for the GRP Program

03/28/2013

BACKGROUND INFORMATION Firm Name: Jones & Carter, Inc. Project: T1 Route Water Transmission Line Type of Services: Professional Engineering Construction Phase Services Type of Agreement: Professional Services Work Order Agreement Purpose and General Description of Services: Work Order No. 6 provides for professional engineering construction phase services for the GRP Division’s proposed water transmission system segment T1. Key Deliverables: Due Dates: Site Visit Progress Reports Three (3) calendar days following visit Shop Drawing/Sample Submittals Within 14 days of receipt Requests for Information Within 3 days of receipt Crossing Permits to Contractor As required prior to Construction Record Drawings 45 calendar days after receipt Substantial and Final Inspection Punch Lists Within seven (7) days after inspection Type of Compensation – Work Order No. 6: Cost Plus Multiplier with a Not-to-Exceed Maximum Work Order No. 6 Amount: $252,899.00 Construction Cost: $14,464,262.14 Anticipated Completion Date of Services: September 6, 2015

RECOMMENDED ACTION

Authorize the General Manager to execute Work Order No. 6 with Jones & Carter, Inc., in an amount not to exceed $252,899.00, for Construction Phase Services by Design Consultant during construction of Surface Water Transmission Line Segment T1 for the GRP Program.

SJRA GROUNDWATER REDUCTION PLAN PROGRAM SURFACE WATER TRANSMISSION LINE CONSULTANT

WORK ORDER NO. 6 SCOPE OF WORK

San Jacinto River Authority Page 1 of 8 GRP Program Contract No. 11-143-6 March 2013

This Work Order is issued subject to, is governed by and incorporates by reference that certain Surface Water Transmission Line Professional Services Agreement, Contract # 11-143 between SJRA and CONSULTANT effective May 26, 2011. Work Order Date: April 1, 2013 CONSULTANT: Jones & Carter, Inc. Type of Compensation: Cost Plus Multiplier with Not-To-Exceed Maximum Compensation: $252,899.00. Location of Services: Along the Lake Conroe Dam from the proposed SJRA Surface Water Facilities site to SH 105, along SH 105 from the western end of the dam to Sunshine Drive, along Sunshine Drive from SH 105 to Lake Business Drive, along Lake Business Drive from Sunshine Drive to McCaleb Road, and along McCaleb Road from Lake Business Drive to a point approximately 1,600 feet north of FM 2854. Description of Services: Professional Engineering Construction Phase Services including: Shop Drawing Submittal, Request for Information, Contract Modification, Non-compliance, Schedule, Application for Payment and Claims review and comment transmittal; Periodic Site Visits, Owner/Owner Representative Consultation, and Record Drawings Preparation/Transmittal for Surface Water Transmission System, Segment T1 for the GRP Program. Deliverables: Shop Drawing Submittal, Request for Information, Contract Modification, Non-compliance, Schedule, Application for Payment and Claims Review/Comment Documents, Site Visit Reports, and Record Drawings. Schedule Requirements: Commence Services: April 1, 2013 Completion of Services: September 6, 2015 Submittal Dates for Each Deliverable: See Attached Agreed to by:

SJRA By: _____________________________ Name: Jace A. Houston Title: General Manager and CONSULTANT By: ________________________________ Name: ______________________________ Title: ________________________________




The San Jacinto River Authority (SJRA) is implementing a Groundwater Reduction Plan (GRP) Program in accordance with its Lone Star Groundwater Conservation District (LSGCD) approved joint GRP to obtain compliance to the LSGCD’s established District Regulatory Plan to reduce groundwater production from certain aquifers located within Montgomery County, Texas. The GRP Program includes new treated surface water transmission pipelines and modifications to certain existing water plant sites at various locations throughout Montgomery County. In accordance with this Scope of Work and subject to the referenced Professional Services Agreement, Jones & Carter, Inc. (Consultant) shall provide Professional Engineering Construction Phase Services (CPS) for the Segment T1 project, for the SJRA’s GRP Program. Deliverables shall include shop drawing submittal, request for information, contract modification, non-compliance, schedule, contractor application for payment and claims review/comment documents; site visit reports, record drawings, substantial and final completion inspection punch lists and other items as indicated herein this Scope of Work. The SJRA has established the GRP Program comprised of engineering and construction professionals for execution of its GRP. The Consultant shall communicate, coordinate and cooperate with SJRA staff as well as the members of this GRP Program Team, including the GRP Program Construction Manager, GRP Program Construction Manager and Inspection (CM&I) Consultant, GRP Program Engineering Project Manager(s) and GRP Program and Project Consultants (Survey, Geotechnical, Fiber Optic, Transient, Corrosion, Surface Water Transmission System and Surface Water Receiving Facilities). The CPS Scope of Work generally includes, but may not be limited to, the following areas of Work: Task 3101 – Construction Phase Services Consultant shall provide professional construction phase services during construction to the SJRA/GRP Program to obtain a completed Project that complies with the purpose and intent of the Construction Contract Documents. Construction Phase Services shall include, but may not be limited to, the following:

1. Participate in pre-construction conference and 16 regularly scheduled monthly construction progress/coordination meetings plus 6 additional unscheduled meetings.

2. Provide permit information to contractor prior to construction for crossing TxDOT Right-of Way

(ROW), railroad ROW and other crossings.




3. Visit the Project site once per month as construction proceeds to observe and report on the progress and the quality of the executed Work.

a. Prepare and submit site visit reports. Reports shall be in writing and shall include all

referenced supporting documents and shall advise the Owner’s Representative of deviations from the Construction Contract Documents and/or the contractor's construction schedule as observed by or brought to the attention of the Consultant.

b. Site visit reports including any photographs, shall be submitted to the GRP Program

Construction Manager not later than three (3) working days after each site visit so as not to cause delay in the progress of the Work. Report shall be signed by the Consultant personnel who performed the site visit.

c. Consultant personnel performing site visits shall be experienced in the administration of

construction contracts, have full understanding of the construction contract documents and be under the supervision of a professional Engineer registered by the State of Texas. The SJRA/GRP Program Construction Manager reserves the right to approve Consultant personnel selected to perform these duties.

d. Site visits which require specialized knowledge of the Surface Water Transmission

System Project’s design, shall be performed by a member of the Consultant’s, above referenced Surface Water Transmission System Project, design team.

4. Review and take appropriate action on received shop drawings, samples, and other submissions

furnished by the construction contractor and submitted to Consultant by the Owner’s Representative (CM&I Consultant). All shop drawing submittals shall be received and responded to by Consultant via the GRP Program SharePoint® Document Management System (DMS).

a. Consultant shall make a list of all submittals required for the project based on the

requirements in the Construction Contract Documents in order to schedule reviews and manpower. Provide the list to the Owner’s Representative prior to the Pre-construction Conference. GRP Program, Program Management Plan forms shall be utilized;

b. Consultant shall determine if the shop drawings, samples, and other submissions conform

to the requirements of the Construction Contract Documents;




c. Consultant shall notify the Owner’s Representative if the shop drawings, samples or other submissions conform or do not conform to the Construction Contract Documents;

d. Such action(s) shall be taken within fourteen (14) calendar days of receipt of the

submittal from the Owner’s Representative unless a written request for a time extension is approved in advance by the Owner’s Representative; and

e. Consultant shall maintain a log of all contractor shop drawings, samples or other

submittals. Log shall document Consultant submittal receipt date, action taken (disposition), date returned to Owner’s Representative and total review period in calendar days.

5. Review, comment and prepare and submit to Owner’s Representative all required supporting data

in connection with change orders and claims when requested by the Owner’s Representative. The same activities/data shall be performed/provided in connection with all change orders where such change orders are required for any of the following:

a. to make clarifications or to correct discrepancies, errors, or omissions in the Construction Contract Documents; or

b. to conform the Construction Contract Documents to the requirements of all applicable

laws and codes as they were in effect at the time of execution of this Work Order; or

c. to make revisions to Construction Contract Documents to: reflect Project scope modifications approved or requested by the Owner; as required to address changed conditions; as mandated by changing governmental laws; or as necessitated by Owner's acceptance of substitutions proposed by the contractor; or

d. for reasons other than listed above.

6. Review laboratory, shop, and mill tests of material and equipment for general conformance with

Construction Contract Document requirements and report to the Owner’s Representative in writing on such matters.

7. Attend factory witness testing of butterfly valves 30-inch diameter and greater as directed by the Owner’s Representative and report to the Owner’s Representative in writing on such matters.




8. Review, comment and prepare and submit to Owner’s Representative Request for Information (RFIs) for resolving Construction Contract Document and field issues relating to the construction. All RFIs will be received and responded to by Consultant via the GRP Program SharePoint® Document Management System (DMS).

Such action(s) shall be taken within three (3) calendar days of receipt of the RFI from the Owner’s Representative unless a written request for a time extension is approved in advance by the Owner’s Representative.

9. Evaluate contractor change and cost proposals and substitutions and recommend to the Owner’s

Representative to either approve or disapprove the contractor's proposal or substitution.

10. Evaluate contractor claims and recommend to the Owner’s Representative to either approve or disapprove the contractor's claims.

11. Perform, together with the Owner's Representatives, observations of the construction site to determine the dates of substantial and final completion of the Work. Within seven (7) calendar days after such observations, Consultant shall prepare and furnish the Owner’s Representative with a written punch list enumerating items which require completion, repair or replacement to achieve compliance with the Construction Contract Documents.

12. Schedule and observe the construction site no less than thirty (30) calendar days and no more than

forty-five (45) calendar days before the expiration of the correction period established by the Construction Contract Documents. Observation shall be performed in company with the Owner. Within seven (7) calendar days after such observation, Consultant shall furnish the Owner with a written report enumerating items which require repair or replacement as provided under the correction period provisions of the Construction Documents.

13. Provide counsel to the Owner’s Representative throughout the construction period on matters

concerning the Construction Contract Documents and field related issues/occurrences.

14. Consultant shall review, evaluate and approve/reject contractor proposed corrective actions or prepare and submit corrective action(s) to Owner Representative identified non-compliances (Notice of Non-compliance).




15. Consultant understands and agrees that it is not responsible for the general administration of the construction contract. Consultant shall have the authorities and responsibilities as established in the General Conditions of the Construction Contract Documents. Consultant shall not issue direct instructions to the contractor. Consultant shall not reject work or require special inspections or tests without prior written Owner approval.

16. Consultant shall review and comment on the contractor’s initial (baseline) construction schedule

and any schedules provided as part of a contractor change or claim request. Comments shall be provided to the Owner’s Representative.

17. Consultant shall review and comment on the contractor’s initial Schedule of Values for

completeness, suitability and conformance to Construction Contract Document Requirements. Review shall also ensure Schedule of Values specification method of payment intent. Comments shall be provided to the Owner’s Representative.

18. Make modifications on original Construction Contract Documents in electronic format to prepare

"Record Drawings" that shall become the property of the Owner and shall show all modifications made in the Work. Such modifications shall be based upon marked-up "red-line drawings", prints, RFIs, approved change orders, field sketches, and other data furnished to Consultant by the Owner’s Representative. Utilize the following guidelines when creating Record Drawing revisions:

a. Review and compare contractor supplied red-line drawings against Owner Representative

supplied red-line drawings to insure all modifications are incorporated into Record Drawings. Resolve any discrepancies with Owner’s Representative.

b. Do not delete original drawing (bid set) graphics, text, or other. Follow typical

drawing modification procedure by denoting modifications to original drawings with a revision number adjacent to modification and in revision block. “Cloud” modifications whenever possible, clarity permitting. Describe modifications as “RECORD DRAWING” in revision block. Place the following note on cover sheet:

NOTE: RECORD DRAWING REVISIONS REFLECT IN-FIELD CONDITIONS AS RECORDED BY CONTRACTOR.




c. Review modifications with the engineer of record who will seal Record Drawings. If the professional engineer (P.E.) who sealed the original drawings is reviewing and approving the Record Drawings (sheets), P.E. may initial revision block only. If P.E. reviewing and approving Record Drawings (sheets) did not seal original drawings, P.E. shall affix their seal and signature in the title block. Below seal, write “REVISON NO. X ONLY”.

d. Affix the following note to each Record Drawing sheet: “RECORD DRAWINGS - DO

NOT MODIFY”, and include date.

e. Deliver original electronic design documents to the SJRA either via the SharePoint® DMS or on CDs. Delivery methodology to be agreed upon by Consultant and SJRA. Scan Record Drawings into .PDF file format and upload to SharePoint® DMS. Place .PDF file on one (1) CD and deliver same to SJRA.

f. Record Drawings shall be completed and all deliverables transmitted to the SJRA within

45 calendar days of receipt of the Owner’s Representative and contractor red-line drawings from the Owner’s Representative unless a written request for a time extension is approved in advance by the Owner.

19. Consultant shall comply with GRP Program PMP standards, policies and procedures. Utilize

GRP Program PMP forms whenever possible or receive prior GRP Program Construction Manager approval to utilize Consultant forms.

20. Consultant shall utilize the GRP Program’s SharePoint® DMS for transmittal of all project related

correspondence. Appropriate e-mails shall also be upload to the SharePoint® DMS. Compliance is considered part of the Consultant’s contract management/administration duties. (No additional compensation)

21. Consultant shall cooperate with GRP Program Representatives performing Quality Audit(s).

Compliance is considered part of the Consultant’s contract management/administration duties. (No additional compensation)




Deliverables: Due Dates: a. Site Visit Progress Reports Three (3) calendar days following visit b. Shop Drawing/Sample Submittals Within 14 days of receipt c. Requests for Information Within 3 days of receipt d. Crossing Permits to Contractor As required prior to Construction d. Record Drawings 45 calendar days after receipt e. Substantial and Final Inspection Punch Lists Within seven (7) days after inspection



Item No. Agenda Item Date Consider authorizing General Manager to execute Contract for Construction of

Segment T2 of the GRP Program Surface Water Transmission System

03/28/2013


Firm Name: Texas Sterling Construction

Project: Segment T2 - GRP Program Surface Water Transmission System

Type of Services: Standard Construction Agreement

Engineer: Klotz Associates, Inc. Project Description:

The construction contract provides for all of the labor, materials, and equipment required to construct the proposed Segment T2 surface water transmission line. Segment T2 includes approximately 23,250 L.F. of 54” and 60” transmission line and 3” fiber optic conduit to be installed along McCaleb Road from a point approximately 1,600 feet north of FM 2854, across FM 2854 and along Fish Creek Thoroughfare to a point approximately 650 feet south of the Woodforest Golf Club entrance. Segment T2 also ties into MSEC Water Plant along Fish Creek Thoroughfare near Forest Wind Circle. Note: The Competitive Sealed Proposal (CSP) procurement method was used for this project. A mandatory pre-proposal conference was held on February 5, 2013. Proposals were received and publicly opened on February 19, 2013. A selection committee evaluated the proposals based on criteria detailed in the associated Request for Proposals (RFP) and recommended an offeror for award of the construction contract. No. Proposals Received / Proposal Receipt Date: Seven (7) / February 19, 2013

Highest Ranked Offeror / Proposed Cost: Texas Sterling Const. / $13,383,928.25 (90.81 Pts)

Second Ranked Offeror / Proposed Cost: BRH-Garver Const. / $13,510,902.55 (88.18 Pts)

Third Ranked Offeror / Proposed Cost: Garney Const. / $12,896,495.25 (86.81 Pts) Proposal Amount: $13,383,928.25

Engineer’s Estimate: $19,360,000.00

Contract Days: 500 calendar days

RECOMMENDED ACTION Authorize General Manager to execute Contract for Construction of Segment T2 of the GRP Program Surface Water Transmission System with Texas Sterling Construction in the amount of $13,383,928.25 and contract modifications up to $100,000.



Item No. Agenda Item Date Consider authorizing General Manager to execute Work Order No. 6 for

Construction Phase Services by Design Consultant during construction of Surface Water Transmission Line Segment T2 for the GRP Program

03/28/2013

BACKGROUND INFORMATION Firm Name: Klotz Associates, Inc. Project: T2 Route Water Transmission Line Type of Services: Professional Engineering Construction Phase Services Type of Agreement: Professional Services Work Order Agreement Purpose and General Description of Services: Work Order No. 6 provides for professional engineering construction phase services for the GRP Division’s proposed water transmission system segment T2. Key Deliverables: Due Dates: Site Visit Progress Reports Three (3) calendar days following visit Shop Drawing/Sample Submittals Within 14 days of receipt Requests for Information Within 3 days of receipt Crossing Permits to Contractor As required prior to Construction Record Drawings 45 calendar days after receipt Substantial and Final Inspection Punch Lists Within seven (7) days after inspection Type of Compensation – Work Order No. 6: Cost Plus Multiplier with a Not-to-Exceed Maximum Work Order No. 6 Amount: $260,445.00 Construction Cost: $13,383,928.25 Anticipated Completion Date of Services: September 25, 2015

RECOMMENDED ACTION

Authorize the General Manager to execute Work Order No. 6 with Klotz Associates, Inc., in an amount not to exceed $260,445.00, for Construction Phase Services by Design Consultant during construction of Surface Water Transmission Line Segment T2 for the GRP Program.




This Work Order is issued subject to, is governed by and incorporates by reference that certain Surface Water Transmission Line Professional Services Agreement, Contract # 11-144 between SJRA and CONSULTANT effective May 26, 2011. Work Order Date: May 1, 2013 CONSULTANT: Klotz Associates, Inc. Type of Compensation: Cost Plus Multiplier with Not-To-Exceed Maximum Compensation: $260,445.00 Location of Services: Along McCaleb Road from a point approximately 1,600 feet north of FM 2854, across FM 2854 and along Fish Creek Thoroughfare to a point approximately 650 feet south of Woodforest Golf Club entrance. Description of Services: Professional Engineering Construction Phase Services including: Shop Drawing Submittal, Request for Information, Contract Modification, Non-compliance, Schedule, Application for Payment and Claims review and comment transmittal; Periodic Site Visits, Owner/Owner Representative Consultation, and Record Drawings Preparation/Transmittal for Surface Water Transmission System, Segment T2 for the GRP Program. Deliverables: Shop Drawing Submittal, Request for Information, Contract Modification, Non-compliance, Schedule, Application for Payment and Claims Review/Comment Documents, Site Visit Reports, and Record Drawings. Schedule Requirements: Commence Services: May 1, 2013 Completion of Services: September 25, 2015 Submittal Dates for Each Deliverable: See Attached Agreed to by: SJRA By: _____________________________ Name: Jace A. Houston Title: General Manager and CONSULTANT By: ________________________________ Name: ______________________________ Title: ________________________________




The San Jacinto River Authority (SJRA) is implementing a Groundwater Reduction Plan (GRP) Program in accordance with its Lone Star Groundwater Conservation District (LSGCD) approved joint GRP to obtain compliance to the LSGCD’s established District Regulatory Plan to reduce groundwater production from certain aquifers located within Montgomery County, Texas. The GRP Program includes new treated surface water transmission pipelines and modifications to certain existing water plant sites at various locations throughout Montgomery County. In accordance with this Scope of Work and subject to the referenced Professional Services Agreement, Klotz Associates, Inc. (Consultant) shall provide Professional Engineering Construction Phase Services (CPS) for the Segment T2 project, for the SJRA’s GRP Program. Deliverables shall include shop drawing submittal, request for information, contract modification, non-compliance, schedule, contractor application for payment and claims review/comment documents; site visit reports, record drawings, substantial and final completion inspection punch lists and other items as indicated herein this Scope of Work. The SJRA has established the GRP Program comprised of engineering and construction professionals for execution of its GRP. The Consultant shall communicate, coordinate and cooperate with SJRA staff as well as the members of this GRP Program Team, including the GRP Program Construction Manager, GRP Program Construction Manager and Inspection (CM&I) Consultant, GRP Program Engineering Project Manager(s) and GRP Program and Project Consultants (Survey, Geotechnical, Fiber Optic, Transient, Corrosion, Surface Water Transmission System and Surface Water Receiving Facilities). The CPS Scope of Work generally includes, but may not be limited to, the following areas of Work: Task 3101 – Construction Phase Services Consultant shall provide professional construction phase services during construction to the SJRA/GRP Program to obtain a completed Project that complies with the purpose and intent of the Construction Contract Documents. Construction Phase Services shall include, but may not be limited to, the following:

1. Participate in pre-construction conference and 16 regularly schedule monthly construction progress/coordination meetings plus 6 additional unscheduled meetings.

2. Provide permit information to contractor prior to construction for crossing TxDOT Right-of Way

(ROW), railroad ROW and other crossings. 3. Visit the Project site once per month as construction proceeds to observe and report on the

progress and the quality of the executed Work.




a. Prepare and submit site visit reports. Reports shall be in writing and shall include all

referenced supporting documents and shall advise the Owner’s Representative of deviations from the Construction Contract Documents and/or the contractor's construction schedule as observed by or brought to the attention of the Consultant.

b. Site visit reports including any photographs, shall be submitted to the GRP Program

Construction Manager not later than three (3) working days after each site visit so as not to cause delay in the progress of the Work. Report shall be signed by the Consultant personnel who performed the site visit.

c. Consultant personnel performing site visits shall be experienced in the administration of

construction contracts, have full understanding of the construction contract documents and be under the supervision of a professional Engineer registered by the State of Texas. The SJRA/GRP Program Construction Manager reserves the right to approve Consultant personnel selected to perform these duties.

d. Site visits which require specialized knowledge of the Surface Water Transmission

System Project’s design, shall be performed by a member of the Consultant’s, above referenced Surface Water Transmission System Project, design team.

4. Review and take appropriate action on received shop drawings, samples, and other submissions

furnished by the construction contractor and submitted to Consultant by the Owner’s Representative (CM&I Consultant). All shop drawing submittals shall be received and responded to by Consultant via the GRP Program SharePoint® Document Management System (DMS).

a. Consultant shall make a list of all submittals required for the project based on the

requirements in the Construction Contract Documents in order to schedule reviews and manpower. Provide the list to the Owner’s Representative prior to the Pre-construction Conference. GRP Program, Program Management Plan forms shall be utilized;

b. Consultant shall determine if the shop drawings, samples, and other submissions conform

to the requirements of the Construction Contract Documents;

c. Consultant shall notify the Owner’s Representative if the shop drawings, samples or other submissions conform or do not conform to the Construction Contract Documents;




d. Such action(s) shall be taken within fourteen (14) calendar days of receipt of the submittal from the Owner’s Representative unless a written request for a time extension is approved in advance by the Owner’s Representative; and

e. Consultant shall maintain a log of all contractor shop drawings, samples or other

submittals. Log shall document Consultant submittal receipt date, action taken (disposition), date returned to Owner’s Representative and total review period in calendar days.

5. Review, comment and prepare and submit to Owner’s Representative all required supporting data

in connection with change orders and claims when requested by the Owner’s Representative. The same activities/data shall be performed/provided in connection with all change orders where such change orders are required for any of the following:

a. to make clarifications or to correct discrepancies, errors, or omissions in the Construction Contract Documents; or

b. to conform the Construction Contract Documents to the requirements of all applicable

laws and codes as they were in effect at the time of execution of this Work Order; or

c. to make revisions to Construction Contract Documents to: reflect Project scope modifications approved or requested by the Owner; as required to address changed conditions; as mandated by changing governmental laws; or as necessitated by Owner's acceptance of substitutions proposed by the contractor; or

d. for reasons other than listed above.

6. Review laboratory, shop, and mill tests of material and equipment for general conformance with

Construction Contract Document requirements and report to the Owner’s Representative in writing on such matters.

7. Attend factory witness testing of butterfly valves 30-inch diameter and greater as directed by the Owner’s Representative and report to the Owner’s Representative in writing on such matters.

8. Review, comment and prepare and submit to Owner’s Representative Request for Information (RFIs) for resolving Construction Contract Document and field issues relating to the construction.




All RFIs will be received and responded to by Consultant via the GRP Program SharePoint® Document Management System (DMS).

Such action(s) shall be taken within three (3) calendar days of receipt of the RFI from the Owner’s Representative unless a written request for a time extension is approved in advance by the Owner’s Representative.

9. Evaluate contractor change and cost proposals and substitutions and recommend to the Owner’s

Representative to either approve or disapprove the contractor's proposal or substitution.

10. Evaluate contractor claims and recommend to the Owner’s Representative to either approve or disapprove the contractor's claims.

11. Perform, together with the Owner's Representatives, observations of the construction site to determine the dates of substantial and final completion of the Work. Within seven (7) calendar days after such observations, Consultant shall prepare and furnish the Owner’s Representative with a written punch list enumerating items which require completion, repair or replacement to achieve compliance with the Construction Contract Documents.

12. Schedule and observe the construction site no less than thirty (30) calendar days and no more than

forty-five (45) calendar days before the expiration of the correction period established by the Construction Contract Documents. Observation shall be performed in company with the Owner. Within seven (7) calendar days after such observation, Consultant shall furnish the Owner with a written report enumerating items which require repair or replacement as provided under the correction period provisions of the Construction Documents.

13. Provide counsel to the Owner’s Representative throughout the construction period on matters

concerning the Construction Contract Documents and field related issues/occurrences.

14. Consultant shall review, evaluate and approve/reject contractor proposed corrective actions or prepare and submit corrective action(s) to Owner Representative identified non-compliances (Notice of Non-compliance).

15. Consultant understands and agrees that it is not responsible for the general administration of the

construction contract. Consultant shall have the authorities and responsibilities as established in the General Conditions of the Construction Contract Documents. Consultant shall not issue direct




instructions to the contractor. Consultant shall not reject work or require special inspections or tests without prior written Owner approval.

16. Consultant shall review and comment on the contractor’s initial (baseline) construction schedule

and any schedules provided as part of a contractor change or claim request. Comments shall be provided to the Owner’s Representative.

17. Consultant shall review and comment on the contractor’s initial Schedule of Values for

completeness, suitability and conformance to Construction Contract Document Requirements. Review shall also ensure Schedule of Values specification method of payment intent. Comments shall be provided to the Owner’s Representative.

18. Make modifications on original Construction Contract Documents in electronic format to prepare

"Record Drawings" that shall become the property of the Owner and shall show all modifications made in the Work. Such modifications shall be based upon marked-up "red-line drawings", prints, RFIs, approved change orders, field sketches, and other data furnished to Consultant by the Owner’s Representative. Utilize the following guidelines when creating Record Drawing revisions:

a. Review and compare contractor supplied red-line drawings against Owner Representative

supplied red-line drawings to insure all modifications are incorporated into Record Drawings. Resolve any discrepancies with Owner’s Representative.

b. Do not delete original drawing (bid set) graphics, text, or other. Follow typical

drawing modification procedure by denoting modifications to original drawings with a revision number adjacent to modification and in revision block. “Cloud” modifications whenever possible, clarity permitting. Describe modifications as “RECORD DRAWING” in revision block. Place the following note on cover sheet:

NOTE: RECORD DRAWING REVISIONS REFLECT IN-FIELD CONDITIONS AS RECORDED BY CONTRACTOR.

c. Review modifications with the engineer of record who will seal Record Drawings. If the

professional engineer (P.E.) who sealed the original drawings is reviewing and approving the Record Drawings (sheets), P.E. may initial revision block only. If P.E. reviewing and




approving Record Drawings (sheets) did not seal original drawings, P.E. shall affix their seal and signature in the title block. Below seal, write “REVISON NO. X ONLY”.

d. Affix the following note to each Record Drawing sheet: “RECORD DRAWINGS - DO

NOT MODIFY”, and include date.

e. Deliver original electronic design documents to the SJRA either via the SharePoint® DMS or on CDs. Delivery methodology to be agreed upon by Consultant and SJRA. Scan Record Drawings into .PDF file format and upload to SharePoint® DMS. Place .PDF file on one (1) CD and deliver same to SJRA.

f. Record Drawings shall be completed and all deliverables transmitted to the SJRA within

45 calendar days of receipt of the Owner’s Representative and contractor red-line drawings from the Owner’s Representative unless a written request for a time extension is approved in advance by the Owner.

19. Consultant shall comply with GRP Program PMP standards, policies and procedures. Utilize

GRP Program PMP forms whenever possible or receive prior GRP Program Construction Manager approval to utilize Consultant forms.

20. Consultant shall utilize the GRP Program’s SharePoint® DMS for transmittal of all project related

correspondence. Appropriate e-mails shall also be upload to the SharePoint® DMS. Compliance is considered part of the Consultant’s contract management/administration duties. (No additional compensation)

21. Consultant shall cooperate with GRP Program Representatives performing Quality Audit(s).

Compliance is considered part of the Consultant’s contract management/administration duties. (No additional compensation)

Deliverables: Due Dates: a. Site Visit Progress Reports Three (3) calendar days following visit b. Shop Drawing/Sample Submittals Within 14 days of receipt c. Requests for Information Within 3 days of receipt d. Crossing Permits to Contractor As required prior to Construction d. Record Drawings 45 calendar days after receipt e. Substantial and Final Inspection Punch Lists Within seven (7) days after inspection



Item No. Agenda Item Date Consider authorizing General Manager to execute Professional Services

Agreement Work Order No. 1 for Construction Materials Testing during construction of Various Surface Water Transmission Line Segments for the GRP Program

03/28/2013

BACKGROUND INFORMATION Firm Name: Terracon Consultants, Inc. Project: Surface Water Transmission System for GRP Program Type of Services: Construction Materials Testing Services Type of Agreement: Professional Services Work Order Agreement (Contract No. 13-089) Purpose and General Description of Services: Work Order No. 1 provides for all of the labor, materials and equipment required to provide independent third party observation, sampling, testing equipment and testing of the materials incorporated into the construction work. Work Order No. 1 also provides for immediate reporting required for independent sampling and testing of the materials incorporated into the construction of approximately 24.6 mile surface water transmission system Segments T1, T2, C1, C2, C3, and C4, surge tank (standpipe), and the transmission system’s northern water receiving facilities. Construction material testing is required to ensure construction that the materials incorporated into the work are in compliance with each project’s contract document requirements. Deliverable(s): Date(s): Test Reports Immediately to 7 Days Post Sampling/Testing Type of Compensation (WO 1): Unit Price with Not-to-Exceed Maximum Total Not-to-Exceed Limit (WO1): $ 1,006,711.25 Construction Cost: $57,000,000.00 (Est.) Anticipated Completion Date of Services: June 28, 2015

RECOMMENDED ACTION Authorize the General Manager to execute Professional Services Agreement Work Order No. 1 for Construction Materials Sampling and Testing Services with Terracon Consultants, Inc., in an amount not to exceed $ 1,006,711.25, during construction of various surface water transmission line segments for the GRP Program.

GRP Surface Water Transmission System Construction Materials Testing

San Jacinto River Authority Page 1 of 12 Contract # 13-089 Ver. Feb. 11, 2013

PROFESSIONAL SERVICES AGREEMENT CONTRACT NO. 13-089

This Professional Services Agreement (the “Agreement”) is made and entered into effective as of the 28th day of March, 2013, by and between the San Jacinto River Authority, a conservation and reclamation district of the State of Texas, (“SJRA”) with general and administration offices located at 1577 Dam Site Road, Conroe, Texas 77305 and Terracon Consultants, Inc. , a [corporation, LP, LLC, partnership] organized under the laws of the State of Texas , (“CONSULTANT”) with principal offices located at 11133 I-45 South, Building T, Conroe, Texas 77302 . SJRA and CONSULTANT are sometimes referred to herein collectively as the “Parties” or individually as a “Party.” The Parties hereby agree as follows: ARTICLE 1 – SCOPE OF SERVICES 1.1 CONSULTANT agrees to perform professional services (the “Services”) related to Construction Materials Testing during construction of Various Surface Water Transmission Line Segments for the GRP Program as are requested from time to time by SJRA, which Services shall be set forth more particularly in Work Orders, the form of which is attached hereto as Attachment B, issued from time to time by SJRA and accepted by CONSULTANT. Each Work Order shall constitute a separate and independent agreement between CONSULTANT and SJRA. 1.2 Work Orders shall contain the schedule, price, and payment terms applicable to the Services within the scope of such orders. Time is of the essence to this Professional Services Agreement and all Work Orders will incorporate and be governed by and subject to the terms, conditions, and other provisions of this Agreement. Work Orders shall become effective when an acknowledged copy thereof is signed by a duly authorized officer of CONSULTANT, returned to the SJRA and countersigned by the SJRA. The specific terms of a Work Order may not be modified unless such modifications are agreed to in writing by the SJRA and CONSULTANT. 1.3 Unless the Work Order specifically states the term, condition, or other provision of this Agreement that is being modified, terms, conditions, or other provisions contained in any Work Order or any proposal attached to or incorporated in to a Work Order that conflict with any terms, conditions, or other provisions of this Agreement shall have no effect and shall be deemed stricken and severed from such Work Orders, and the balance of the terms, conditions, and other provisions contained in such Work Orders shall remain in full force and effect. Modifications of the terms, conditions, or other provisions of this Agreement with respect to a particular Work Order shall not modify the terms, conditions or other provisions of this Agreement with respect to any other Work Order. 1.4 Nothing herein shall obligate SJRA to issue, or CONSULTANT to accept, any Work Orders. Further, the Parties agree that nothing in this Agreement shall prohibit the Parties, or either of them, from entering into agreements other than this Agreement for professional services or other work. ARTICLE 2 – TERM OF AGREEMENT 2.1 This Agreement shall be effective for a term of one (1) year from the date first set forth above and shall be automatically renewed without action by either Party for subsequent terms of one year unless terminated earlier in writing in accordance with Article 12.


2.2 Notwithstanding the foregoing, this Agreement shall apply to and remain in effect for Work Orders issued and accepted during the term of this Agreement until such time as the Services under such Work Orders have been completed; provided however, that, pursuant to Article 12, either Party shall have the right to terminate any Work Order for cause and SJRA shall have the right to terminate any Work Order for convenience. 2.3 Consultant’s obligations under Articles 5, 6, 8, 9, 10, 11, 18, 19 and 20 shall survive the expiration of termination of this Agreement or any Work Order. ARTICLE 3 – COMPENSATION AND PAYMENT 3.1 SJRA agrees to pay CONSULTANT, and CONSULTANT agrees to accept, as full and complete compensation for Services properly performed by CONSULTANT in accordance with this Agreement and applicable Work Order, the rates and charges agreed upon for a specific Work Order. Paragraphs A.1 or A.2 of Attachment A, which is attached hereto and incorporated herein by reference, shall be used to negotiate the compensation payable for each Work Order issued hereunder. 3.2 On or before the tenth day of each calendar month, CONSULTANT shall submit an invoice to SJRA, together with backup documentation required by the SJRA and releases and waivers in forms acceptable to SJRA, covering all Services performed under any Work Order by CONSULTANT and its subconsultants, subcontractors and suppliers during the preceding calendar month. CONSULTANT shall separately itemize on each invoice: (i) each Work Order for which payment is sought, (ii) the amount budgeted for each such Work Order, (iii) the amount of payment requested for each such Work Order, (iv) the amount previously paid for each such Work Order, (v) descriptions of Services performed during the prior month for each such Work Order, and (vi) the total payment requested by such invoice. SJRA shall pay the amount it agrees to be due within thirty (30) days after receipt of such complete invoice and backup documentation. 3.3 SJRA shall have the right but not the obligation to withhold all or any part of payment requested in any invoice to protect SJRA from loss or expected loss because of:

(a) Services that are not in compliance with this Agreement or the applicable Work Order or any failure of CONSULTANT to perform Services in accordance with the provisions of this Agreement or the applicable Work Order; (b) third party suits, stop notices, claims or liens arising out of Services performed for which CONSULTANT is responsible pursuant to this Agreement and asserted or filed against SJRA or any of their respective property or portion thereof or improvements thereon provided that CONSULTANT fails to provide SJRA with sufficient evidence that CONSULTANT’s insurance is adequate or shall cover the claim(s); (c) uninsured damage to any Indemnified Party which results from CONSULTANT’s failure to obtain or maintain the insurance required by this Agreement or from any action or inaction by CONSULTANT or any of its subcontractors, subconsultants, or suppliers which excuses any insurer from liability for any loss or claim which would, but for such action or inaction, be covered by insurance; or (d) any failure of CONSULTANT to pay any subcontractor, subconsultant, or supplier of CONSULTANT the correct, undisputed, and contractually obligated amount for acceptable services received and for acceptable supplies received. CONSULTANT will not include in its billings to SJRA any amount in a subcontractor or supplier invoice which it has not paid or does not intend to pay within the terms and conditions of the applicable subcontract agreement or supplier purchase order.

3.4 CONSULTANT agrees to pay in full (less any applicable retainage) as soon as reasonably practicable, but in no event later than thirty (30) days following payment from SJRA, all subcontractors,


subconsultants, and any other persons or entities supplying labor, supplies, materials, or equipment in connection with Services that are owed payment by CONSULTANT out of such payment made to CONSULTANT by SJRA. Further, provided that SJRA paid CONSULTANT in accordance with the terms of this Agreement and any particular Work Order, CONSULTANT shall defend and indemnify SJRA against any claims for payment asserted or filed by any such person or entity against SJRA, its project or property or CONSULTANT. ARTICLE 4 – STANDARD OF CARE; COORDINATION OF SERVICES; SAFETY; COST ESTIMATES; EQUAL EMPLOYMENT OPPORTUNITY; THIRD PARTY REVIEW 4.1 CONSULTANT shall: (a) perform, supervise and direct the Services, using reasonable skill and attention, in a good, workmanlike and timely manner and in a similar reasonable and expeditious and economical manner consistent with the interests of SJRA; (b) exercise the degree of care, skill, and diligence in the performance of the Services in accordance with and consistent with the professional skill, care and diligence ordinarily provided by professional consultants of the same discipline practicing in major metropolitan areas under the same or similar circumstances; (c) utilize reasonable skill, efforts, and judgment in furthering the interests of SJRA; (d) furnish efficient administration and supervision in connection with Services and this Agreement; and (e) perform its Services in accordance with all applicable laws, codes, ordinances and regulations (collectively, the CONSULTANT’s “Standard of Care”). 4.2 Consistent with its Standard of Care, CONSULTANT shall keep SJRA apprised of the status of Services, will coordinate its activities with SJRA, and accommodate other activities of SJRA at sites that Services impact. CONSULTANT shall designate an authorized representative to be available for consultation, assistance, and coordination of activities. 4.3 CONSULTANT shall be responsible for its own activities at sites including the safety of its employees, and that of its subconsultants, subcontractors and suppliers but shall not assume control of or responsibility for the site. Construction contractors of SJRA shall have sole responsibility for providing materials, means, and methods of construction, for controlling their individual work areas and safety of said areas for all parties, and for taking all appropriate steps to ensure the quality of their work and the safety of their employees and of the public in connection with their performance of work or services provided under contracts with SJRA. However, CONSULTANT shall notify SJRA if it observes violations of safety regulations or ordinances or quality of work deficiencies by SJRA’s construction contractors. CONSULTANT shall comply with the site safety program and rules established by the construction contractors. 4.4 To the extent that CONSULTANT provides to SJRA any estimate of costs associated with construction, it is recognized by the Parties that neither CONSULTANT nor SJRA has control over the cost of the labor, materials, or equipment, over a construction contractor’s methods of determining bid prices, or over competitive bidding, market, or negotiating conditions. Accordingly, CONSULTANT cannot and does not warrant or represent that bids or negotiated prices will not vary from SJRA’s budget for the project or from any estimate of the cost of work or evaluation prepared or agreed to by CONSULTANT. 4.5 With respect to providing Services hereunder, CONSULTANT agrees to meet at the time applicable (i) Equal Employment Opportunity ordinances, rules and regulations, and (ii) Affirmative Action ordinances, rules and regulations. 4.6 CONSULTANT acknowledges and agrees that projects of SJRA may be subject to review and approval by other third parties. Accordingly, as and when requested by SJRA, CONSULTANT shall submit such information and cooperate with the other third parties to the extent necessary to undergo any such review or obtain any such approval. 4.7 CONSULTANT does not represent Work Product to be suitable for reuse on any other project or for any other purpose(s). If SJRA reuses any Work Product without CONSULTANT’s specific written verification or adaptation, such reuse will be at the risk of SJRA, without liability to CONSULTANT.


ARTICLE 5 – COST RECORDS 5.1 CONSULTANT shall maintain records and books in accordance with generally accepted accounting principles and practices. For Services provided by CONSULTANT under cost reimbursable, time and material or unit price Work Orders, during the period of this Agreement and for five (5) years thereafter, CONSULTANT shall maintain records of direct costs for which SJRA is charged. SJRA shall at all reasonable times have access to such records for the purpose of inspecting, auditing, verifying, or copying the same, or making extracts therefrom. SJRA’s audit rights for fixed unit rate or time and materials Work Orders shall extend to review of records for the purpose of substantiating man-hours worked, units employed, and third party charges only. Except to the extent audit rights are granted to SJRA by applicable law, SJRA shall have no audit rights with respect to the portion of Work Orders compensated on a lump sum basis. ARTICLE 6 – OWNERSHIP OF WORK PRODUCT AND TECHNOLOGY 6.1 All studies, plans, reports, drawings, specifications, cost estimates, software, computations, and other information and documents prepared by CONSULTANT, its subconsultants, subcontractors, and/or suppliers, in connection with Services or any project of SJRA are and shall remain SJRA’s property upon creation (collectively, “Work Product”) provided, however, that Work Product shall not include pre-existing proprietary information of CONSULTANT, its subconsultants, subcontractors, and/or suppliers (“CONSULTANT Proprietary Information”). To this end, CONSULTANT agrees and does hereby assign, grant, transfer, and convey to SJRA, its successors and assigns, CONSULTANT’s entire right, title, interest and ownership in and to such Work Product, including, without limitation, the right to secure copyright registration. CONSULTANT confirms that SJRA and its successors and assigns shall own CONSULTANT’s right, title, interest in and to, including without limitation the right to use, reproduce, distribute (whether by sale, rental, lease or lending, or by other transfer of ownership), to perform publicly, and to display, all such Work Product, whether or not such Work Product constitutes a “work made for hire” as defined in 17 U.S.C. Section 201(b). In addition, CONSULTANT hereby grants SJRA a fully paid-up, royalty free, perpetual, assignable, non-exclusive license to use, copy, modify, create derivative works from and distribute to third parties CONSULTANT Proprietary Information in connection with SJRA’s exercise of its rights in the Work Product, operation, maintenance, repair, renovation, expansion, replacement, and modification of projects of SJRA or otherwise in connection with property or projects in which SJRA has an interest (whether by SJRA or a third party). CONSULTANT shall obtain other assignments, confirmations, and licenses substantially similar to the provisions of this paragraph from all of its subconsultants, subcontractors, and suppliers. Work Product is to be used by CONSULTANT only with respect to the project in connection with which such Work Product was created and is not to be used on any other project. CONSULTANT and its subconsultants, subcontractors, and suppliers are granted a limited, nonexclusive, non-transferable, revocable license during the term of their respective agreements under which each is obligated to perform Services to use and reproduce applicable portions of the Work Product appropriate to and for use in the execution of Services. Submission or distribution to comply with official regulatory requirements for other purposes in connection with Services is not to be construed as publication in derogation of SJRA’s copyright or other reserved rights. CONSULTANT shall deliver all copies of the Work Product to SJRA upon the earliest to occur of SJRA’s request, completion of Services in connection with which Work Product was created, or termination of this Agreement. CONSULTANT is entitled to retain copies of its Work Product for its permanent project records. 6.2 CONSULTANT agrees that all information provided by SJRA in connection with Services shall be considered and kept confidential (“Confidential Information”), and shall not be reproduced, transmitted, used, or disclosed by CONSULTANT without the prior written consent of SJRA, except as may be necessary for CONSULTANT to fulfill its obligations hereunder; provided, however, that such obligation to keep confidential such Confidential Information shall not apply to any information, or portion thereof, that:


(a) was at the time of receipt by CONSULTANT otherwise known by CONSULTANT by proper means; (b) has been published or is otherwise within the public domain, or is generally known to the public at the time of its disclosure to CONSULTANT; (c) subsequently is developed independently by CONSULTANT, by a person having nothing to do with the performance of this Agreement and who did not learn about any such information as a result of CONSULTANT’s being a party to this Agreement; (d) becomes known or available to CONSULTANT from a source other than SJRA and without breach of this Agreement by CONSULTANT or any other impropriety of CONSULTANT;

(e) enters the public domain without breach of the Agreement by or other impropriety of CONSULTANT;

(f) becomes available to CONSULTANT by inspection or analysis of products available in the market;

(g) is disclosed with the prior written approval of SJRA; (h) was exchanged between SJRA and CONSULTANT and ten (10) years have subsequently elapsed since such exchange; or

(i) is disclosed to comply with the Texas Open Records Act or in response to a court order to comply with the requirement of a government agency.

6.3 CONSULTANT shall not be liable for the inadvertent or accidental disclosure of Confidential Information, if such disclosure occurs despite the exercise of at least the same degree of care as CONSULTANT normally takes to preserve and safeguard its own proprietary or confidential information. 6.4 CONSULTANT will advise SJRA of any patents or proprietary rights and any royalties, licenses, or other charges which CONSULTANT knows or should know in the exercise of its Standard of Care impacts any design provided by CONSULTANT in connection with any Services, and obtain SJRA’s prior written approval before proceeding with such Services. CONSULTANT shall not perform patent searches or evaluation of claims, but will assist SJRA in this regard if requested, on the basis set forth herein. There will be no charge for CONSULTANT’s existing patents. ARTICLE 7 – INDEPENDENT CONTRACTOR RELATIONSHIP 7.1 In the performance of Services hereunder, CONSULTANT shall be an independent contractor with the authority to control and direct the performance of the details of Services and its own means and methods. CONSULTANT shall not be considered a partner, affiliate, agent, or employee of SJRA and shall in no way have any authority to bind SJRA to any obligation. ARTICLE 8 – WARRANTY PERIOD; GUARANTEES 8.1 If within a period of one (1) year following completion of Services under a Work Order, it is discovered that such Services were not performed in accordance with CONSULTANT’s Standard of Care, CONSULTANT shall be obligated to re-perform such Services at its own expense. If CONSULTANT is unable to re-perform such Services as expediently or in the manner required for SJRA’s needs, CONSULTANT agrees to pay SJRA’s reasonable costs associated with having another consultant perform such corrective services. The obligations of CONSULTANT under this Paragraph 8.1 are in addition to other rights and remedies of SJRA available to it pursuant to this Agreement or applicable law.


8.2 CONSULTANT agrees to assign SJRA the warranty or guarantee of any subconsultant, subcontractor, supplier or manufacturer of items of services, supplies, machinery, equipment, materials, or products provided by CONSULTANT hereunder and cooperate and assist SJRA in SJRA’s enforcement thereof. CONSULTANT's responsibility with respect thereto is limited to such assignment, cooperation, and alliance. The representations and warranties of CONSULTANT under this Agreement and Work Orders are made in lieu of any other warranties or guarantees and CONSULTANT makes no other warranties whether expressed or implied, including any warranty of merchantability or fitness for a particular purpose, and CONSULTANT shall have no liability to SJRA based upon any theory of liability that any such other warranty was made or breached. ARTICLE 9 – INDEMNIFICATION 9.1 TO THE FULLEST EXTENT PERMITTED BY LAW, CONSULTANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS SJRA AND ITS BOARD, DIRECTORS, OFFICERS, AND EMPLOYEES, (COLLECTIVELY, THE “INDEMNITEES”), FROM AND AGAINST CLAIMS, LOSSES, DAMAGES, DEMANDS, SUITS, CAUSES OF ACTION, SETTLEMENTS, LIABILITIES, COSTS, FINES, JUDGMENTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE AND NECESSARY COURT COSTS, EXPERTS’ FEES AND ATTORNEY’S FEES) (COLLECTIVELY, “LOSSES”), ARISING IN FAVOR OF OR BROUGHT BY ANY THIRD PARTY, BASED UPON, IN CONNECTION WITH, RELATING TO, OR ARISING OUT OF CONSULTANT’S WILLFUL OR NEGLIGENT ACTS, ERRORS OR OMISSIONS (OR THOSE OF ANY OF ITS SUBCONTRACTORS, SUBCONSULTANTS, OR SUPPLIERS OR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES OR ANY PARTY FOR WHOM ANY MAY BE LEGALLY LIABLE), UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY WORK ORDER SAVE AND EXCEPT THAT CONSULTANT’S OBLIGATION TO DEFEND, INDEMNIFY AND HOLD HARMLESS SHALL NOT APPLY TO THE EXTENT SUCH LOSSES ARE CAUSED BY NEGLIGENCE OR FAULT, BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD OR RULE OR BREACH OF CONTRACT OF AN INDEMNITEE OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF AN INDEMNITEE OTHER THAN CONSULTANT OR ITS AGENT OR EMPLOYEE OR SUBCONTRACTORS OF ANY TIER. ARTICLE 10 – LIMITATION OF LIABILITY 10.1 Neither Party hereto shall be liable to the other Party or its affiliates for any loss of profit, loss of revenue, loss of use or any other indirect, consequential or special damages excluding fines and penalties levied by a regulatory agency, even if caused by the sole or concurrent negligence of a party, whether active or passive, and even if advised of the possibility thereof.

10.2 Nothing herein shall be construed as creating any personal liability on the part of any board member, any officer, employee, or agent of the SJRA. ARTICLE 11 – INSURANCE 11.1 General Requirements. CONSULTANT shall, at all times during the performance of Services pursuant to Work Orders issued under this Agreement and for not less than two years after the completion of any Services, provide and require all subconsultants and subcontractors to provide insurance coverage with companies lawfully authorized to do business in Texas and acceptable to SJRA and with forms acceptable to the SJRA, which coverage will protect CONSULTANT from claims set forth below which may arise out of or result from CONSULTANT’s Services and operations under this Agreement and any Work Order for which CONSULTANT may be legally liable, whether such Services or operations are by CONSULTANT or a subconsultant or subcontractor of CONSULTANT or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and meeting not less than the minimum requirements set forth in this Article 11. Such insurance is to be provided at the sole cost of CONSULTANT and all subconsultants and subcontractors. The terms “subconsultant” and “subcontractor” for the purposes of this Article 11 shall include subconsultants and subcontractors of any tier.


(a) Kinds of Claims

(1) claims under workers’ and workmen’s compensation, disability benefit and other similar employee benefit acts which are applicable to CONSULTANT’s Services to be performed;

(2) claims for damages because of bodily injury, occupational sickness or disease, or death of CONSULTANT’s employees;

(3) claims for damages because of bodily injury, sickness or disease, or death of any person other than CONSULTANT’s employees; (4) claims for damages insured by usual personal injury liability coverage which are sustained (i) by a person as a result of an offense directly or indirectly related to employment of such person by CONSULTANT, or (ii) by another person;

(5) claims for damages other than to CONSULTANT’s work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom;

(6) claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle;

(7) claims involving contractual liability insurance applicable to CONSULTANT’s indemnification obligations under this Agreement; and

(8) claims for errors and omissions in the provision of professional consulting services of the kind rendered by CONSULTANT pursuant to this Agreement.

(b) Policies and Minimum Limits of Liability

Kinds of Insurance: Limits of Liability*:

A. Workers’ Compensation Texas Operations Employer’s Liability

$500,000 Bodily Injury by Accident $1,000,000 Each Accident Bodily Injury by Disease $1,000,000 Each Employee Bodily Injury by Disease $1,000,000 Policy Limit

B. Commercial General Liability Including but not limited to: 1. premises/operations 2. independent contractor 3. products and completed operations 4. personal injury liability with

employment exclusion deleted 5. contractual

$2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate $1,000,000 Each Occurrence $2,000,000 Personal and Advertising Injury $300,000 Fire Damage Liability

C. Professional Liability

$1,000,000 per claim $3,000,000 Aggregate

D. Business Automobile Liability Including all Owned, Hired, and Non-owned Automobiles

$1,000,000 Combined Single Limit Per Occurrence

E. Umbrella Liability

$1,000,000 Per Occurrence $1,000,000 Aggregate Bodily Injury and Property Damage

* Aggregate limits are per 12-month policy period unless otherwise indicated; defense costs shall be excluded from limits of liability of each policy other than Professional Liability Insurance.


(c) All required insurance shall be maintained with responsible insurance carriers acceptable to SJRA and lawfully authorized to issue insurance of the types and amounts set forth in this Article 11. Carriers should have a Best’s Financial Strength Rating of at least “A-“and a Best’s Financial Size Category of Class VIII or better, according to the most current edition of Best’s Key Rating Guide, Property-Casualty United States or be of sufficient size and financial strength as adjudged by the SJRA to meet the financial obligations evidenced in the certificate of insurance. (d) All certificates shall be in a form reasonably acceptable to SJRA and each certificate must state to the extent permitted by Texas Insurance Code Chapter 1811 that the policy may not expire or be cancelled, materially modified, or nonrenewed unless the carrier and/or CONSULTANT gives SJRA thirty (30) days advance written notice. When any required insurance, due to the attainment of a normal expiration date or renewal date, shall expire, CONSULTANT shall, prior to such expiration, supply SJRA with certificates of insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage as is required by this Agreement. Any renewal or replacement policies shall be in form and substance satisfactory to SJRA and written by carriers acceptable to SJRA and meeting the requirements of this Article 11. CONSULTANT shall or shall cause the applicable carrier or carriers to give written notice to SJRA within thirty (30) days of the date on which total claims by any party against insurance provided pursuant to this Article 11 reduce the aggregate amount of coverage below the amounts required by this Article 11

(e) With respect to all policies required in this Article 11, as soon as practicable prior to execution of this Agreement, CONSULTANT shall deposit with SJRA true and correct original certificates thereof, bearing notations or accompanied by other evidence satisfactory to SJRA that the requirements of this Article 11 are being met. If requested to do so by SJRA, CONSULTANT shall also furnish the originals or certified copies of the insurance policies for inspection including but not limited to copies of endorsements.

(f) All policies of insurance and certificates, with the exception of Professional Liability and Workers’ Compensation Insurance, shall name the SJRA and its representatives, officers, directors, agents and employees as additional insureds pursuant to ISO Additional Insured Endorsements CG 20-10-10-01 and CG 20-33-10-01 or their combined equivalents.

(g) CONSULTANT hereby waives all rights of recovery and damages against SJRA and its representatives, officers, directors, agents and employees to the extent such damages are covered or should have been covered by the insurance obtained or required to be obtained by CONSULTANT under this Agreement. All of CONSULTANT’s policies of insurance, with the exception of Professional Liability Insurance, shall include a waiver of subrogation in favor of the SJRA, its representatives, officers, directors, agents and employees.

(h) The Parties intend that the CONSULTANT’S insurance shall be primary and non-contributing with respect to any other insurance maintained by the SJRA and all policies of insurance obtained by CONSULTANT shall be endorsed to be primary and non-contributing with respect to any other insurance maintained by the SJRA.

(i) If any policy required to be purchased pursuant to this Article 11 is subject to a deductible, self-insured retention or similar self-insurance mechanism which limits or otherwise reduces coverage, the deductible, self-insured retention, or similar self-insurance mechanism shall be the sole responsibility of CONSULTANT in the event of any loss and CONSULTANT hereby waives any claim therefore against any Indemnified Party.

(j) CONSULTANT shall require and cause its subconsultants and subcontractors to purchase and maintain the insurance policies set forth in Paragraph 11.1(b) above with limits of liability commensurate with the amount of each subconsulting or subcontract agreement, but in no case less than $500,000 per occurrence. CONSULTANT shall provide copies of insurance


certificates for all such insurance to SJRA prior to any subconsultant’s or subcontractor’s performance of any Services.

(k) If CONSULTANT fails to procure or to maintain in force the insurance required by this Article 11, SJRA may secure such insurance and the costs thereof shall be borne by CONSULTANT. CONSULTANT shall reimburse SJRA the cost of such insurance plus ten percent (10%) administrative charge within ten (10) days after billing by SJRA. Any sum remaining unpaid fifteen (15) days after billing by SJRA shall bear interest at the rate of twelve percent (12%) per annum until paid by CONSULTANT. Except to the extent prohibited by Subchapter C of Chapter 151 of the Texas Insurance Code, CONSULTANT shall defend, indemnify, and hold harmless the Indemnitees from and against any and all losses, claims, damages, and expenses (including, without limitations, court costs, costs of defense, and attorney fees), that any Indemnified Party may incur as a result of CONSULTANT’s failure to obtain or cause to be obtained the specific endorsements or insurance required pursuant to this Agreement. Failure of any Indemnified Party to identify any deficiency in the insurance forms provided shall not be construed as a waiver of CONSULTANT’s obligation to maintain such insurance and to cause such insurance to be maintained.

(l) CONSULTANT’s compliance with the provisions of this Article 11 shall not be deemed to constitute a limitation of CONSULTANT’s liability with respect to claims covered by insurance provided or required pursuant to this Article 11 or in any way limit, modify, or otherwise affect CONSULTANT’s obligation under this Agreement or otherwise. The insolvency, bankruptcy, or failure of any insurance company carrying insurance for CONSULTANT or any subcontractor, or the failure or any insurance company to pay claims accruing shall not be held to waive any of the provisions of this Agreement.

(m) If requested by SJRA, CONSULTANT shall furnish or shall cause to be furnished any such other insurance or limits as SJRA may reasonably deem necessary for any Work Order or Orders and the cost thereof shall be charged to SJRA by appropriate modification of any such Order(s).

ARTICLE 12 – CHANGES; TERMINATION FOR CONVENIENCE; TERMINATION FOR CAUSE 12.1 SJRA may, at any time and from time to time, make written changes to Work Orders in the form of modifications, additions, or omissions. In the event that any such change, through no fault of CONSULTANT, shall impact CONSULTANT’s compensation or schedule, then (a) such changes shall be authorized by written change order issued by SJRA and accepted by CONSULTANT, and (b) an equitable adjustment shall be made to the Work Order in writing duly executed by both Parties, to reflect the change in compensation and schedule. 12.2 SJRA may for convenience terminate this Agreement, any Work Order issued under this Agreement, or CONSULTANT’s right to perform Services under this Agreement or any Work Order by at any time giving seven (7) days written notice of such termination. In such event, SJRA shall have the right but not the obligation to assume all obligations and commitments that CONSULTANT may have in good faith undertaken or incurred in connection with the Services terminated, and SJRA shall pay CONSULTANT, as its sole and exclusive remedy, for Services properly performed to date of termination and for reasonable costs of closing out such Services provided the SJRA has pre-approved such costs. CONSULTANT shall not be entitled to lost profit on unperformed Services or any consequential damages of any kind. Upon termination, CONSULTANT shall invoice SJRA for all services performed by CONSULTANT prior to the time of termination which have not previously been compensated. Payment of undisputed amounts in the final invoice shall be due and payable within thirty (30) days after receipt by SJRA and SJRA’s receipt of all Work Product. 12.3 This Agreement or any Work Order may be terminated by either Party in the event that the other Party fails to perform in accordance with its requirements and such Party does not cure such failure within ten (10) days after receipt of written notice describing such failure. In the event that SJRA terminates this Agreement or any Work Order for cause, CONSULTANT shall not be entitled to any compensation until


final completion of the then ongoing Services and any such entitlement shall be subject to SJRA’s right to offset and/or recoup all damages and costs associated with finally completing such Services. If for any reason, CONSULTANT is declared in default and/or terminated by SJRA under any Work Order with SJRA, SJRA shall have the right to offset and apply any amounts which might be owed to SJRA by CONSULTANT against any earned but unpaid amounts owed to CONSULTANT by SJRA under any Work Order. In the event any Work Order is terminated by SJRA, CONSULTANT shall promptly deliver to SJRA all Work Product with respect to such terminated Work Order. ARTICLE 13 – FORCE MAJEURE 13.1 Any delay in performance or non-performance of any obligation other than an obligation to make a payment as required under this Agreement or any Work Order, of CONSULTANT contained herein shall be excused to the extent such failure of non-performance is caused by Force Majeure. “Force Majeure” shall mean fire, flood, act of God, earthquakes, extreme weather conditions, epidemic, war, riot, civil disturbance or unrest, imposition of martial law, restrictions imposed by civil authority, loss of control of civil authority, illegal activity, extreme unreliability or failure of the utility infrastructure, failure of the US banking system, loss of access to communication systems, sabotage, terrorism, or judicial restraint, but only to the extent that such event (i) is beyond the control of and cannot be reasonably anticipated by or the effects alleviated by CONSULTANT and (ii) prevents the performance of Services. 13.2 If CONSULTANT is affected by Force Majeure, CONSULTANT shall promptly provide notice to SJRA, explaining in detail the full particulars and the expected duration thereof. Notice will be considered prompt if delivered within five days after CONSULTANT first becomes aware that the event of Force Majeure will affect the performance of Services and the end of the restrictions, if any, on CONSULTANT’s ability to communicate with SJRA. CONSULTANT shall use its commercially reasonable efforts to mitigate the interruption or delay if it is reasonably capable of being mitigated. ARTICLE 14 – SUCCESSORS, ASSIGNMENT AND SUBCONTRACTING 14.1 The SJRA and CONSULTANT bind themselves and their successors, executors, administrators and permitted assigns to the other party of this Agreement and to the successors, executors, administrators and permitted assigns of such other party, in respect to all covenants of this Agreement. 14.2 No right or interest in this Agreement or any Work Order shall be assigned by CONSULTANT or SJRA without the prior written consent of the other Party. 14.3 Prior to commencement of any part of the Services to be provided under any Work Order with respect to which CONSULTANT has elected to subcontract, CONSULTANT will notify SJRA in writing of the identity of the particular subcontractor, subconsultant or supplier CONSULTANT intends to employ for the performance of such part of the Services and the scope of Services it will perform. SJRA shall have the right within twenty-one (21) calendar days of such written notice to disallow CONSULTANT’s employment of any particular subcontractor, subconsultant or supplier, provided that any reasonable additional costs incurred by CONSULTANT as a result of such disallowance shall be borne by SJRA. ARTICLE 15 - SEVERABILITY 15.1 If any provision or portion thereof of this Agreement or any Work Order is deemed unenforceable or void, then such provision or portion thereof shall be deemed severed from the Agreement or such Work Order and the balance of the Agreement or Work Order shall remain in full force and effect. ARTICLE 16 – LICENSE REQUIREMENTS 16.1 The CONSULTANT and any subconsultant shall have and maintain any licenses, registrations and certifications required by the State of Texas or recognized professional organizations governing the Services performed under this Agreement and any Work Order.


ARTICLE 17 – ENTIRE AGREEMENT 17.1 This Agreement and all Work Orders issued under it contain the full and complete understanding of the Parties pertaining to their subject matter and supersede any and all prior and contemporaneous representations, negotiations, agreements or understandings between the Parties, whether written or oral. The Agreement and Work Orders may be modified only in writing, signed by both Parties. Venue shall lie in Montgomery County, Texas. ARTICLE 18 – GOVERNING LAW 18.1 This Agreement and Work Orders, and its and their construction and any disputes arising out of, connected with, or relating to this Agreement or Work Orders shall be governed by the laws of the State of Texas, without regard to its conflicts of law principles. ARTICLE 19 – DISPUTE RESOLUTION 19.1 In the event of any dispute arising out of or relating to this Agreement, any Work Order or any Services which SJRA and CONSULTANT have been unable to resolve within thirty (30) days after such dispute arises, a senior representative of CONSULTANT shall meet with the General Manager of SJRA at a mutually agreed upon time a place not later than forty-five (45) days after such dispute arises to attempt to resolve such dispute. In the event such representatives are unable to resolve any such dispute within fifteen (15) days after such meeting, either Party may, by written notice to the other, submit such dispute to non-binding mediation before a mutually agreeable mediator. If the Parties are unable to agree upon a mediator within twenty (20) days after such written notice of submission to mediation, the American Arbitration Association shall be empowered to appoint a qualified mediator pursuant to the American Arbitration Association Construction Industry Mediation Rules. If the dispute is technical in nature, the mediator appointed by the American Arbitration Association shall be qualified by at least ten (10) years’ experience in construction, engineering, and/or public works operations. The mediation shall be conducted within thirty (30) days of the selection or appointment of the mediator, as applicable. The mediation shall be held at a mutually agreeable location in Montgomery County, Texas. If the Parties are unable to agree on a location, the mediation shall be held at the offices of the American Arbitration Association closest to Conroe, Texas. 19.2 Any dispute arising out of or relating to this Agreement or any Work Order or any Services not resolved pursuant to Article 19.1, shall be resolved, by litigation or mutual agreement of the Parties, binding arbitration conducted pursuant to the Construction Industry Rules of the American Arbitration Association then in effect. Any arbitration shall be final and binding upon the parties and any award rendered therein shall be enforceable by any court of competent jurisdiction ARTICLE 20 – CONFIDENTIALITY 20.1 Neither CONSULTANT nor any of its subconsultants shall publish or release any publicity or public relations materials of any kind concerning or relating to this Agreement, the Services or the activities of the SJRA, unless such materials have first been reviewed and approved in writing by the SJRA. This provision shall not apply to mandatory reports which CONSULTANT or its subconsultants are required by law to file with governmental authorities.


IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and year herein above first written. CONSULTANT: SJRA: Terracon Consultants, Inc. San Jacinto River Authority By: ____________________________ By: ____________________________ Jace A. Houston General Manager ____________________________ ____________________________ Date Date ATTEST: ATTEST: _______________________________ _______________________________ Secretary

San Jacinto River Authority Attachment A – Page 1 of 1 Contract # 13-089 March 28, 2013

ATTACHMENT A Compensation shall be on a unit price basis in accordance with the Schedule of Services and Fees attached to each Work Order:

San Jacinto River Authority Attachment B – Page 1 of 1 Contract # 13-089 March 28, 2013

WORK ORDER NO. 1

This Work Order is issued subject to, is governed by and incorporates by reference that certain Professional Services Agreement, Contract # 13-089, between the SJRA and CONSULTANT effective March 28, 2013, 2013. Work Order Date: March 28, 2013 CONSULTANT: Terracon Consultants Inc. Type of Compensation: Unit Price with a Not-To-Exceed Maximum Compensation: $1,006,711.25 Location of Services: Montgomery County, Texas Description of Services: Construction Materials Sampling and Testing Deliverables: Materials Testing Reports Schedule Requirements: Commence Services: March 28, 2013 Completion of Services: June 2015 Submittal Dates for Each Deliverable: 3 – 5 working days after testing Agreed to by: SJRA By: ________________________________ Name: ______________________________ Title: ________________________________ and CONSULTANT By: ________________________________ Name: ______________________________ Title: ________________________________ 4831-0904-9617, v. 5

13-022-AM1

AMENDMENT 1 CONTRACT # 13-022-AM1

This Amendment modifies the existing “Master Relocation Agreement by and between Mid-South Synergy and San Jacinto River Authority to include work needed for the SJRA GRP Program Segment T2. Please sign and return 2 originals to the SJRA Purchasing Department, 1577 Dam Site Road, Conroe, TX 77304. This Work Order Amendment is issued subject to and is governed by that certain Professional Services Agreement between DISTRICT (San Jacinto River Authority, or SJRA) and COOPERATIVE (Mid-South Electric Cooperative Association, dba Mid-South Synergy) effective October 19, 2012. Agreement Date: October 19, 2012 Work Order Date: March 26, 2013 COOPERATIVE: Mid-South Synergy The Proposed SJRA GRP Program Segment T2 alignment, which is within the McCaleb Rd and Fish Creek Th. Right of Way, will conflict with existing Mid-South Synergy Facilities. Pursuant to the Master Relocation Agreement, which outlines the mechanism for which utilities will be relocated and paid for, Mid-South Synergy will be supporting, relocating, and protecting their existing facilities for the T2 project to avoid potential conflicts during construction of the T2 segment. The total estimated cost for relocation of existing Mid-South Facilities of which SJRA is responsible for is $213,913.00 Agreed to by: DISTRICT By: ________________________________ Name: Jace Houston Title: General Manager and COOPERATIVE By: ________________________________ Name: ________________________________ Title: ________________________________

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3/18/2013

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SJRA GRP Program Segment T2

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9/25/2014

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5/13/2013

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X

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Mark Smith, P.E.

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P.O. Box 329 Conroe, TX 77305

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Montgomery County: Along McCaleb Rd./Fish Creek Th. from just north of

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the intersection of McCaleb Rd. and F.M. 2854 to just north of the intersection of Fish Creek Th. and Mulligan Dr.

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Support/Relocation/Protection of existing Mid South Synergy Facilities along the proposed SJRA T2 alignment in conflict as shown attached and as discussed during Mid South Synergy Meetings.

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X

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SJRA GRP Program Segment T2

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3/18/2013

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P.O. Box 970 Navasota, Texas 77868

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Modifications and Changes will be as per Mid-South construction drawings by McCord Engineering (dated 12/13/12) and as modified and discussed during meetings between SJRA and Mid South Synergy.

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Troy Morris

McCord Engineering, Inc. 02/13/13

Total Project Cost Estimate = $245,663.00

Mid-South Synergy Responsibility = $31,750.00

SJRA Responsibility = $213,913.00

Unit Quantity Cost ($) Extended Cost ($)GUTS (To Protect OH Conductor) 11 360.00 3,960.00HOLD POLE (During Trenching) 14 1,200.00 16,800.00OVERHEAD POLE LINE UNITS 1 57,656.58 57,657.00UNDERGROUND LINE UNITS 1 167,245.51 167,246.00

245,663.00

Note: Unit costs listed above include a 10% Engineering Adder and a 10% Contingency Adder.

Estimated Cost for Relocation of Existing Mid-South Synergy FacilitiesSJRA T2

Mid-South Synergy Cost Breakdown



Item No. Agenda Item Date Clarification of Information Regarding a Utility Relocation Agreement with

Consolidated Communications for the GRP Program 03/28/2013

BACKGROUND INFORMATION Company Name: Consolidated Communications Project: Utilities Relocation related to the Surface Water

Transmission System Segment T2 for GRP Program Type of Services: Utility Relocation Services Type of Agreement: Utility Relocation Agreement ( Contract No 13-037) Purpose and General Description of Services: In December, the SJRA staff asked the Board to authorize approval of a Utility Relocation Agreement with Consolidated Communications to provide for the relocation of approximately 6,800 linear feet of communication cable along McCaleb Road. The cost and line segment designation of the utility relocation was incorrectly given in the agenda cover memo as $45,139.00 and line Segment T1. The actual cost of the utility relocation is $62,118.14 with the line Segment being T2. The correct amount and location is shown in the Agreement so it does not need to be amended. The purpose of this agenda item is to acknowledge this error and to inform the Board of the actual amount contained in the Agreement.

RECOMMENDED ACTION

No action is required on this item.



Item No. Agenda Item Date 6 Consider authorizing General Manager to execute Option for Raw Water Supply

Contract with Trinity River Authority of Texas 03/28/2013


The leadership of SJRA and TRA have engaged in ongoing discussions for many years regarding the purchase by SJRA of raw water from TRA’s water rights in Lake Livingston in order for SJRA to plan for growth in Montgomery County beyond the year 2060. The two key issues in finalizing an agreement were: (i) deciding on how to address the interbasin transfer from the Trinity River basin into the San Jacinto River basin, and (ii) acknowledging that the actual date of delivery of the water might be many years in the future due to the availability of existing water rights in Lake Conroe. The proposed agreement being recommended by staff is a 15-year option agreement for 50,000 acre-feet per year of water (the "option quantity"). The agreement gives SJRA a first right of refusal with respect to the option quantity, and a right to contract with TRA for all or part of the option quantity. The option quantity can be increased or decreased by mutual agreement of the parties. The annual fee payable to TRA under the agreement is equal to five percent of TRA’s approved raw water rate. At TRA’s current raw water rate of $95 per acre-foot, the annual option fee is $237,500. As required in the GRP Contract between SJRA and its GRP Participants, SJRA staff presented the proposal to the GRP Review Committee. SJRA staff will present the decisions of the GRP Review Committee. If approved by the GRP Review Committee, all or part of the option quantity will be reserved for the GRP and the associated fees under the agreement would be payable by the GRP Division. Any water under the agreement that is not so reserved to the GRP may be reserved to SJRA’s Raw Water Enterprise and the Raw Water Enterprise would be responsible for payment of associated fees out of general raw water revenues. With respect to obtaining the necessary interbasin transfer rights, the agreement contemplates that SJRA and TRA will enter into a separate agreement to address the matter on or before December 31, 2021, otherwise the term of the agreement will be reduced from 15 years to 10 years.

RECOMMENDED ACTION

Authorize the General Manager to execute Option for Raw Water Supply Contract with the Trinity River Authority of Texas.

OPTION FOR RAW WATER SUPPLY CONTRACT BETWEEN THE TRINITY RIVER AUTHORITY OF TEXAS

AND THE SAN JACINTO RIVER AUTHORITY STATE OF TEXAS § § COUNTY OF TARRANT § THIS OPTION FOR RAW WATER SUPPLY CONTRACT (herein called "Option Contract") is made and entered into by and between the TRINITY RIVER AUTHORITY OF TEXAS, a conservation and reclamation district created by Chapter 518, Acts of the Regular Session of the 54th Legislature, pursuant to Article XVI, Section 59 of the Texas Constitution (herein called "TRA"), and the SAN JACINTO RIVER AUTHORITY, a conservation and reclamation district created by Chapter 426, Acts of the Regular Session of the 45th Legislature, pursuant to Article XVI, Section 59 of the Texas Constitution (herein called "SJRA"). TRA and SJRA are called each a “Party” and jointly the "Parties" to this Option Contract. WHEREAS, TRA holds Certificate of Adjudication No. 08-4248, as amended (herein "COA 08-4248"), which authorizes TRA to both impound and divert raw water from Lake Livingston as specified therein; and WHEREAS, TRA is not presently authorized under COA 08-4248 to deliver water for use in SJRA’s service area in the San Jacinto River Basin; and WHEREAS, SJRA desires to contract for the purchase of 50,000 acre-feet per year of raw water from TRA, upon receipt of authority to deliver that water for use in portions of SJRA’s service area in the San Jacinto River Basin; and WHEREAS, SJRA desires to first acquire an option to contract for the purchase of 50,000 acre-feet per year of raw water from TRA. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, TRA grants to SJRA an option to contract for the purchase of raw water from Lake Livingston for all purposes authorized under COA 08-4248, and SJRA agrees to pay TRA annual option fees upon terms and conditions hereinafter set forth, to-wit:

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ARTICLE 1

OPTION QUANTITY OF RAW WATER SJRA is hereby granted an option to contract for the purchase of 50,000 acre-feet per year of raw water (the “Option Quantity”) from TRA’s right to divert and use raw water from Lake Livingston, pursuant to COA 08-4248. During the term of this Option Contract, the Parties may agree to increase or decrease the Option Quantity. In that event, the Option Quantity shall be deemed increased or decreased for all purposes as of the first (1st) day of the month following the Parties’ agreement to such an amendment, including future payments of the Annual Option Fee.

Notwithstanding the Option Quantity specified herein, SJRA agrees and acknowledges

that the rights relative to the Option Quantity are subject to and conditioned upon TRA’s rights under COA 08-4248 and the 1964 “Agreement Between the City of Houston, Texas and the Trinity River Authority of Texas”, and that the use by SJRA of water in service areas not presently authorized under COA 08-4248 will require an amendment to that certificate. SJRA and TRA hereby agree to cooperate in determining a method to effectuate the service area amendment to COA 08-4248 by separate agreement, and in accordance with Article 5 of this Option Contract.

SJRA agrees and acknowledges that its use of raw water under any contract entered

into with TRA must conform to the service area requirements of TRA’s 1964 Agreement with the City of Houston, the requirements of which are herein incorporated by reference. In particular, SJRA’s use of raw water must comply with the requirements of Section 14.1 of the 1964 Agreement related to TRA’s and the City of Houston’s respective service areas. In the event that SJRA desires to use raw water it obtains from TRA in a location deemed the service area of the City of Houston by the 1964 Agreement, SJRA shall be responsible for securing permission therefor from the City of Houston. TRA shall cooperate with SJRA should it seek permission from the City of Houston as provided herein.

If TRA’s rights under COA 08-4248 are changed by any action beyond the control of

TRA, and any such change reduces, or has the effect of reducing, the amount of raw water TRA has the right to use or sell from Lake Livingston, then, in that event, the Option Quantity of water shall be reduced proportionately by the percentage of the decrease in TRA’s rights under COA 08-4248 for all purposes hereof, and the fees due hereunder shall be adjusted as provided by Article 3.

ARTICLE 2

NATURE OF OPTION

During the term of this Option Contract, SJRA shall have the right to contract with TRA to divert and use the Option Quantity of raw water, such right being in the nature of a right of first refusal and a right to contract with TRA for all or part of the Option Quantity, independent of any Outside Offer (as defined in this Article) for such water, and in consideration of its payment of annual fees as described herein. If during the term of this Option Contract TRA receives a

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bona fide offer from a third party (an “Outside Offer”) to contract to purchase raw water subject to COA 08-4248 for a period of more than one (1) year, and such offer could not be satisfied out of TRA's rights under COA 08-4248 without impact on the Option Quantity, then TRA will promptly give written notice to SJRA of the terms of the offer received and TRA's willingness to enter into a contract on the terms presented. Such notice shall specify the amount of the Option Quantity needed to satisfy such offer (the "Noticed Quantity"). Upon receiving the notice, SJRA may exercise the option, in the manner specified in Article 4 below, to enter into a water supply contract with TRA for the right to divert and use the Noticed Quantity.

SJRA may also exercise its option under this Option Contract for all or part of the Option Quantity independent of any Outside Offer for such water, at any time during the term of this Option Contract or extensions thereof. If SJRA exercises its option in this manner, it shall enter into a water supply contract with TRA for any or all of the Option Quantity, in the manner set forth in Article 4 below.

ARTICLE 3

OPTION FEES TRA’s annual charge to SJRA for the option rights granted hereunder shall consist of an annual option fee (the "Annual Option Fee"). The Annual Option Fee shall be calculated by multiplying the Option Quantity in acre-feet by five percent of the Resolution No. R-1053 (R-1053) Raw Water Rate, or any subsequent revision of that rate as approved by TRA’s Board of Directors. This calculation is as follows:

Option Quantity in AF x R-1053 Raw Water Rate x 5% = Annual Option Fee

SJRA agrees that on or before the first (1st) day of each November following the Effective Date, as set forth in Article 21 of this Option Contract, it will pay to TRA an amount equal to the Annual Option Fee as calculated above for the then-current fiscal year. If this Option Contract is effective for a portion of the fiscal year prior to the first (1st) payment date set forth herein, the Annual Option Fee shall be calculated as a prorata portion of that first (1st) year for which this Option Contract is effective. Adjustments to the Option Quantity, whether an increase or a decrease as provided herein, shall be accounted for as of the next succeeding Annual Option Fee payment following the effective date of any such adjustment. The current R-1053 Raw Water Rate for water sales that is incorporated by reference in this Option Contract is $95 per acre-foot. TRA will advise SJRA in writing of any changes in that rate. In the event of any revisions to R-1053, SJRA’s future payments hereunder shall be calculated as provided above, but using the newly established rate structure. All sums of the Annual Option Fees paid by SJRA pursuant to this Option Contract shall be retained by TRA in consideration of the granting of the option created by this Option Contract, and shall not constitute a credit towards future purchases of raw water by SJRA from TRA. SJRA stipulates and agrees that the charges and policies specified in this Option Contract are just, reasonable, and without discrimination, and constitute option fees and are not rates charged for the sale of water controlled by TRA under COA 08-4248.

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ARTICLE 4

EXERCISE OF OPTION

If SJRA receives a notice from TRA pursuant to Article 2, then SJRA shall respond to

same within ninety (90) days of the date of receipt by delivering written notice to TRA by certified United States mail, return receipt requested, as set forth in Articles 8 and 9 below, specifying whether SJRA elects to exercise its option to contract for the amount of the Noticed Quantity. If SJRA fails to respond within such time period, SJRA shall be deemed to have not elected to exercise its option rights under this Option Contract.

If SJRA elects not to exercise its rights under this Option Agreement or is deemed not to

have exercised its rights under this Option Agreement, then TRA shall provide written notice to SJRA by certified United States mail, return receipt requested, as set forth in Articles 8 and 9 below, within ninety (90) days of the date that TRA enters into a binding contract with the third-party purchaser, which notice shall confirm the final Noticed Quantity. As of the first (1st) day of the month following SJRA’s receipt of such notice from TRA, the Option Quantity shall be reduced by the Noticed Quantity for all purposes hereof (including future payments of the Annual Option Fee) and this Option Contract shall continue in force and effect; provided, however, that if TRA enters into such a contract that reduces TRA’s uncommitted water under COA 08-4248 to an amount less than the Option Quantity (i.e., the Noticed Quantity exceeds the Option Quantity), then this Option Contract shall automatically terminate. In the event the Noticed Quantity is less than the Option Quantity, SJRA shall retain its rights hereunder for the portion of the Option Quantity that is greater than the Noticed Quantity, and for the remainder of the term of this Option Contract and any extensions thereto.

If SJRA elects to exercise its rights under this Option Agreement independent of any

Outside Offer, for all or a portion of the Option Quantity, it shall notify TRA of its election by delivering written notice to TRA by certified United States mail, return receipt requested, as set forth in Articles 8 and 9 below, specifying the amount of the Option Quantity desired. If SJRA exercises its rights in such a manner, SJRA shall retain its rights hereunder for the portion of the Option Quantity that is greater than the quantity SJRA seeks in the exercise of the option, and the Option Quantity shall be reduced as a result for all purposes hereof, including calculation of any subsequent Annual Option Payments.

If SJRA exercises its option right hereunder, SJRA and TRA agree to cooperate so as to

enter into a water supply contract to purchase and sell all or part of the Option Quantity of raw water at a price per acre-foot as established at that time by TRA Resolution No. R-1053 (the “R-1053 Raw Water Rate”), or any subsequent revision thereof or substitute therefor. In light of the capital investment in conveyance infrastructure required for SJRA to make use of the Option Quantity, the timeframe for the permitting, design and construction of such infrastructure, the anticipated reliance upon the Option Quantity as a long-term source of raw water supply to SJRA, and as an inducement for SJRA to enter into this Option Contract, TRA agrees and acknowledges that, unless otherwise approved by SJRA in writing, any contract entered into hereunder shall include (i) provisions for an initial term of not less than fifty (50) years; (ii) provisions for the deferral of any requirement to take or pay for raw water for not less than the first (1st) five (5) years under the contract, provided that TRA may require then-standard

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reservation fees prior to any take-or-pay date and provided SJRA does not deliver water to SJRA’s service area during that five (5)-year period; (iii) no requirement that SJRA pay for the full amount of water contracted for on a take-or-pay basis until twenty (20) years have elapsed from the effective date of such water supply contract; and (iv) provisions that infrastructure necessary to transport water from TRA’s service area, including intake facilities, shall be designed, constructed, and operated by SJRA pursuant to SJRA’s plans and specifications, as such plans shall be approved by TRA, which approval shall not be unreasonably withheld or delayed. Except as specified in the immediately preceding sentence, the terms of such contract shall include the then-standard terms and conditions of similar contracts entered into by TRA for the sale of raw water from Lake Livingston and under similar terms and conditions as described above. SJRA agrees and acknowledges that any water contracted by SJRA in the event it exercises its option hereunder will be for purposes authorized under COA 08-4248.

ARTICLE 5

SERVICE AREA AUTHORIZATION

Contemporaneous with, or prior to the execution of the water supply contract under Article 4, TRA and SJRA shall enter into a separate agreement (herein called the “Service Area Agreement”) to address the manner in which the Parties will seek the appropriate authorizations to transport Option Quantity water to SJRA’s service area. The Service Area Agreement shall include a method by which TRA and SJRA will secure an amendment to the TRA service area authorized under COA 08-4248 and set forth applicable costs and responsibilities of the Parties.

ARTICLE 6

TERM OF OPTION CONTRACT This Option Contract shall be effective upon the Effective Date as set forth in Article 21 hereof, and shall continue in force and effect for fifteen (15) years; provided, however, that (i) the term of the Option Contract shall automatically be reduced such that this Option Contract shall terminate as of the tenth (10th) anniversary of the Effective Date, as set forth in Article 21 hereof, if the Parties have not entered into the Service Area Agreement referred to in Article 5 hereof on or before December 31, 2021; and (ii) SJRA may terminate this Option Contract by providing written notice to TRA by certified United States mail, return receipt requested, as set forth in Articles 8 and 9 below, at least one (1) year in advance of any Annual Option Fee payment date hereunder, of its election to terminate this Option Contract and whereupon the next succeeding Annual Option Fee shall remain payable to TRA but this Option Contract shall terminate on October 31 thereafter. In the event that SJRA has not contracted for all or part of the Option Quantity upon the expiration of fifteen (15) years from the Effective Date as set forth in Article 21 of this Option Contract, SJRA shall have one (1) year from the date of such expiration to enter into a contract for all or such part of the Option Contract as it has not already done so as set forth herein.

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The Parties agree that the term of this Option Contract may be extended upon mutual agreement of the Parties.

ARTICLE 7

RESERVATION OF RIGHTS BY TRA TRA reserves the right to grant additional option contracts on terms similar to those contained herein. In the event it does so, options shall be accorded an order of priority based on such option contracts’ effective dates.

ARTICLE 8

ADDRESSES AND NOTICE All notices, payments and communications required herein shall be sent, respectively, to the Southern Region Manager of TRA of Texas at P.O. Box 1554, Huntsville, Texas 77340 and to the General Manager of SJRA at 1577 Dam Site Road, Conroe, Texas 77304.

ARTICLE 9

CERTIFIED NOTICE Any notice of breach of this Option Contract, notice of forfeit, or notice of force majeure by either Party shall be sent by certified mail with return receipt requested to the addresses stated above. The Parties shall have the right from time to time and at any time to change their respective addresses and both will have the right to specify as its address any other address by giving at least fifteen (15) days' written notice to the other Party.

ARTICLE 10

DEFAULT In the event that either TRA or SJRA shall breach or fail to perform any of the provisions of this Option Contract, the aggrieved Party shall promptly notify the other Party of the breach or failure to perform. In the event such breach or failure to perform is not cured within thirty (30) days after the receipt of such notice, the Party sending the notice, at its discretion, may notify the other Party of its intention to declare this Option Contract forfeited and null and void. Upon receipt of such notice, the violating Party shall have thirty (30) days to cure such violation prior to final action by the other Party declaring this Option Contract forfeited and null and void. Any notice requirement under the terms of this Article shall be in writing and shall be delivered by certified mail in accordance with Articles 8 and 9 above. No failure on the part of either Party to this Option Contract to require the performance

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by the other Party of any provision of this Option Contract shall in any way affect either Party's right to enforce such provision, nor shall any waiver by either Party be held to be a waiver of any other provision. No rights under this Option Contract may be waived and no modification or amendment to this Option Contract may be made except by written amendment executed by the Parties.

ARTICLE 11

SEVERABILITY The Parties hereto agree that if any of the provisions of this Option Contract should be or be held to be invalid or to contravene Texas law, or the laws of the United States, such fact shall not invalidate the entire Option Contract, but it shall be construed as though not containing that particular provision, and the rights and obligations of the Parties shall be construed and remain in force accordingly.

ARTICLE 12

CONTRACT ASSIGNMENT SJRA shall not assign the rights granted hereunder. In the event an assignment is attempted in violation of this Article, then SJRA’s rights under this Option Contract shall automatically and immediately terminate without notice.

ARTICLE 13

TERMINATION Except as provided herein, this Option Contract may only be terminated upon mutual written consent of the Parties hereto.

ARTICLE 14

VENUE The place of performance as agreed to by the Parties to this Option Contract shall be Tarrant County, Texas. In the event any legal proceeding is brought to enforce this Option Contract or any provision hereof the same shall be brought in said Tarrant County, Texas.

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ARTICLE 15

DEFAULT IN PAYMENTS All Annual Option Fee amounts due and owing to TRA by SJRA shall, if not paid when due, bear interest at the Texas post-judgment interest rate set out in TEX. FIN. CODE ANN. § 304.003, or any successor statute, from the date when due until paid, provided that such rate shall never be usurious or exceed the maximum rate permitted by law. If any amount due and owing by SJRA to TRA is placed with an attorney for collection, SJRA shall pay to TRA, in addition to all other payments provided for by this Option Contract, including interest, the SJRA’s collection expenses, including court costs and attorneys’ fees. TRA shall, to the extent permitted by law, suspend delivery of water to SJRA if SJRA remains delinquent in any payments due hereunder for a period of sixty (60) days and shall not resume delivery of water while SJRA is so delinquent and may, at its option, terminate this Option Contract without further liability to SJRA. TRA shall pursue all legal remedies against SJRA to enforce and protect the rights of TRA, TRA’s customers, and the holders of TRA’s bonds. It is understood that the foregoing provisions are for the benefit of the holders of TRA’s bonds.

ARTICLE 16

FORCE MAJEURE In the event that the performance by the Parties hereto of any of the Parties' obligations or undertaking hereunder shall be interrupted or delayed by an occurrence and not occasioned by the conduct of either Party hereto, whether such occurrence be an act of God or the common enemy or the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person or persons not party or privy hereto, then the Parties shall be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof. No damages shall be recoverable from TRA by SJRA by reason of the suspension of the rights granted hereunder due to any of the causes above mentioned, and no failure of TRA to meet any obligations by reason of force majeure shall relieve SJRA from its obligations to make payments required under the terms of this Option Contract.

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ARTICLE 17

STATE OR FEDERAL LAWS, RULES, ORDERS OR REGULATIONS This Option Contract is subject to all applicable federal, state and local laws and any applicable ordinances, rules, orders and regulations of any local, state or federal governmental authority having or asserting jurisdiction. Nothing contained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule or regulation in any forum having jurisdiction, and each Party agrees to make a good faith effort to support such proposed laws and regulations which would be consonant with the performance of this Option Contract in accordance with its terms.

ARTICLE 18

REGULATORY AUTHORITY The effectiveness of this Option Contract is dependent upon TRA and SJRA complying with the rules and regulations of TCEQ or any agency succeeding to its jurisdiction, and any contract entered into upon the exercise of the option created by this Option Contract must comply with such rules and regulations, and the terms and conditions of COA 08-4248.

ARTICLE 19

INDEMNITY

To the extent it legally may, SJRA hereby agrees to indemnify TRA and provide a legal defense for and/or hold TRA harmless from and defend TRA against any claim that may arise in connection with or that arises as a result of this Option Contract.

ARTICLE 20

ENTIRE AGREEMENT This Option Contract contains the entire agreement between the Parties relating to the option herein granted. Any oral representations or modifications concerning this Option Contract shall be of no force and effect, excepting a subsequent modification in writing, signed by the Party to be charged and supported by consideration.

ARTICLE 21

EFFECTIVE DATE This Option Contract shall be effective the ________ day of ________________, 2013.

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IN WITNESS WHEREOF, the Parties hereto acting under authority of their respective governing bodies have caused this Option Contract to be duly executed in several counterparts, each of which is deemed to be an original and as of the day and date written above. TRINITY RIVER AUTHORITY OF TEXAS SAN JACINTO RIVER AUTHORITY __________________________________ __________________________________ J. KEVIN WARD JACE HOUSTON General Manager General Manager ATTEST: ATTEST: __________________________________ __________________________________ HOWARD S. SLOBODIN, Secretary MARY L. RUMMELL, Secretary Board of Directors Board of Directors (SEAL) (SEAL)