· , 􀀬􀁾􀀠, , . .... z o 0:>R .o 􀀬􀁾􀀠 w Sue Ellen Fairley From: FedEx [donotreply@fedex.com] Sent: Wednesday, December 29, 2004 11 :59 AM To: Sue Ellen Fairley Subject: [Maybe SPAM] Fed Ex shipment 790379942240 Our records indicate that the shipment sent from SUE FAIRLEY/TOWN OF ADDISON to JANET PAWLUKIEWICZ/U.S.ENVIRONMENTAL PRO has been delivered. The package was delivered on 12/29/2004 at 10:25 AM and signed for or released by P.SWEENEY. The ship date of the shipment was 12/28/2004. The tracking number of this shipment was 790379942240. FedEx appreciates your business. For more information about FedEx services, please visit our web site at http://www.fedex.com To track the status of this shipment online please use the following: http://www.fedex.com/cgi-bin/tracking?tracknumbers=790379 942240 &action=track&lang'lage=english&cntry_ code=us Disclaimer FedEx has not validated the authenticity of any email address. t ". 1 November 29, 2004 Mr. James Pierce Jr. ,PE, DEE Asst. Director of Public Works Town of Addison 16801 Westgrove Dr. P.O. Box 9010 Addison, Texas 75001-9010 Subject: Proposed Revisions to Emergency Response Plan Dear Mr. Pierce: Attached are our proposed revisions to the Annexes of the Town of Addison's Emergency Response Plan (ERP) that apply to. its water system. Since we provided you with a draft of these recommendations previously, we have used red to highlight some recommendations that we have made subsequent to that draft. Please review these recommendations and inform me of their acceptability. When these proposed changes to the ERP are finalized, the actual plan will need to be revised. We did not have the electronic file of the ERP annexes, so our recommendations are not set up within the text of the ERP. You may want to have those revisions made by Town personnel; however, just let me know if you want PBS&J to do this. As in the case of the Vulnerability Assessment, only the certification, not the actually revised ERP, must be sent to EPA. There are a few recommendations that we offer to you that we believe will take further consideration by the Town and, therefore, did not include them in the attached recommendations. In "Annex L, Utilities', the designation of a lead person in charge of the Town's utilities is not clear. We suggest that one position be deSignated as the person in charge of the Town's Water System emergency activities and that an alternate also be named. It is my experience with emergency situations that the more definitely everything has been planned ahead of time, the more effectively these plans can be implemented. It is up to the Town to decide which positions these should be. If you concur and can name those positions, that information could be included in this change. Secondly, we recommend that the Town seriously consider an additional emergency connection to a water system other than the City of Dallas. The Mr. James Pierce Page 2 11/3012004 water system of the City of Dallas is the most likely target of terrorists. The attached recommendations attempt to direct quick action to separate Addison from Dallas when contamination of the Dallas water is suspected or known. In such a case, it would be best to have an emergency connection to a neighboring system that would only be used in such an extreme situation. Since this is no small undertaking, we do not expect it to be included in this change, but hopefully it can in the future. One last suggestion concerns additional preparation that can take place beyond what is printed in the ERP. An example is our recommendation that notices be prepared ahead of time about restricted use of water. Another example would be to have "action plans" prepared that are very short, but very specific, steps for various people or crews to take in an emergency. Thinking these things out ahead of time, as much as that is possible, really helps when things get "frantic". A good guide for the preparation of such items is the Emergency Response Plan Guidance for Small and Medium Community Water Systems that can be found on http://cfpub.epa.gov/safewater/watersecurity/home.cfm?program id=8, along with other helpful tools. We stand ready to adjust these recommendations according to the results of your review. We realize that time is of the essence and will make any adjustments immediately. Sincerely, Clarence Daugherty, P.E. Municipal Services Manager Encl. C:\OOcumerds and sewngs\jllieroe.AODlSONGOV\l.oca! Setflng&\TempCmry' Internet 􀁆􀁉􀁉􀁥􀁳􀁾􀁰􀁾11-29-04.doc ANNEX X, INFORMATION TECHNOLOGY IV. SITUATION & ASSUMPTIONS A. Situation Add "5. The water system is highly dependent on its 'supervisory control and data acquisition' (SCADA) system, which consists of computer and telecommunications systems that monitor and control the water pumping, storage and distribution. Natural disasters and acts of terrorism may have an adverse impact on these systems and, consequently, on the Town's ability to provide water.» V. CONCEPT OF OPERATIONS B. Protective Action Recommendations Add the following at the end ofthe existing paragraph: " ... personnel. The Town of Addison has assessed the vulnerability of the water system's SCADA system to damage and/or terrorist manipulation and will regularly update this assessment and implement measures designed to lessen the likelihood of the damage or manipulation during disasters or attack. D. Activities by Phases of Emergency Management 1. Mitigation Add "d. Implement the recommendations of the Water System Vulnerability Assessment that that apply to the SCADA system, » 3, Response b. Add the following sentence after the existing sentence. " Report immediately to the Utility Department if and when the SCADA system, or any part of it are not operational so that manual operation of the water system can be implemented.» 4. Recovery Add "e. Coordinate with the Utility Department when returning the water system to automated operation so that orderly conversion can be made." "4) Conversely, if the City of DaUas water system is not contaminated, determine if any, and which, emergency connections to the Dallas system would assist in providing water to the Addison water distribution system. In the case that the Town of Addison pumps cannot be operated, obtain permission from the City of Dallas and open the valves of the selected emergency connections." The current 2) and 3) become the new 4) and 5). Insert the following as the new 6) and re-number the last bullet: "6) Contact the contracted testing laboratory as needed to test water for contamination." VIII. READINESS LEVELS C. Readiness Level 2 -High Readiness Add the following as an introduction to this chapter: "Monitor the Homeland Security Advisory System for threat condition levels and relate those levels to this Emergency Response Plan." 1. e) Add the following to the end ofthe sentence: " ... operations, including the testing laboratory under contract for testing the water for contamination: Appendix 1 to Annex L, LOCAL UTILITY INFORMATION Update the name, etc. for the natural gas utility. for use by key personnel when emergencies occur. Place duplicate folderslfiles in a second location for access in the case that the primary location is destroyed or otherwise in accessible." "9) Establish a procedure for employees who hear of a disaster to report to a pre-determined assembly point as well as an alternative assembly point in the case that communications are limited, preventing the employee from being contacted and given instructions." "10) Establish as many levels of communications systems as possible to allow communication in the case that the primary communication systems are disabled. Make provisions for use of land-line telephones, cellular telephones, two-way radios, short-distance commercial walkie-talkies, etc." "11) Identify and make arrangements for use of an alternative water supply (ponds, lakes, other cities) for fire-fighting use in such case that water is not available from the distribution system." "12) Identify (and continually update) companies who can provide bottled water and make prior arrangements for supply of such water in the case that water from the distribution system is not available." "13) Prepare written announcements for the several levels of restriction on water so that copies can be made and distributed and the text can be read over the telephone when necessary. The levels include "Boil Water", Do not drink the water" and "Do not use the water". 3. Response b) 1) Add the following sentence after the first sentence in this paragraph: "Post representatives of the utility and of the police at all water storage tanks and establish a secure perimeter when there is a reason to suspect the possibility of someone contaminating the water supply by adding agents to the water in the storage tanks. Staff pump stations with utility personnel prepared to control the pumps manually when there is a high potential of sabotage or of power outage.· Insert the following new 2), 3) and 4) after the current 1): "2) When there is a reason to suspect that the water system has been contaminated, use whatever public communication system is available to warn the public to not use the water" "3) If there is any suspicion that the City of Dallas water system has been contaminated, turn off all valves from the City of Dallas' system and check the emergency connections to make sure that the valves are off." "4) Determine whether any, and which, emergency connections to the City of DaUas system would assist in providing water to the Addison water distribution system. Obtain permission from the City of Dallas and open the valves of the selected emergency connections. b) Electrical or Natural Gas Outage Revise #1) to read as follows: "1) Either install permanent emergency generators or establish ongoing arrangements for the immediate delivery of emergency generators to power water pumping stations, water treatment facilities, sewage lift stations, sewage treatment facilities, fueling facilities, and other critical sites. See Appendix 3 to this annex." d) General Revise #1) by adding the following sentence after the first sentence: "1) ... undamaged. In the case of the water distribution system, turn off the appropriate valves immediately upon learning of the damaged system to prevent contamination: H. Activities by Phases of Emergency Management: 1. Mitigation b) Revise # 1) to read as follows: "1 ) The Town of Addison has assessed the vulnerability of the water system to damage, destruction, contamination and loss of operation and will regularly update this assessment and implement measures designed to lessen any vulnerabilities. 2. Preparedness Section "c)" is 􀁭􀁩􀁳􀁾􀀯􀁡􀁢􀁥􀁬􀁥􀁤-it should be "b)". b) Utilities owned and operated by the Town of Addison. Utility officials should: Add: "7) Contract with a local laboratory capable of immediate response to be available to perform the necessary tests to determine whether or not the water in the water distribution system has been contaminated.» "8) Place and continually update distribution system maps, plan drawings and site plans of pump stations and storage tank sites, locations of Dallas Water Utilities emergency connectionsfmeters and operation manuals in folders or files that are readily available ANNEX L, UTILIl'IES IV. SITUATION & ASSUMPTIONS A. Situation 3. b) add ":Town of Addison" to list of utilities for water/wastewater 3. d} update the name ofthe gas company to the new provider (probably Atmos) B. Assumptions Add a new # 1 and re-number remaining bullets: "1. The Town of Addison has assessed the vulnerability of the water system to damage and/or destruction and will regularly update this assessment and implement measures designed to lessen the likelihood of damage during disasters or attack: V. CONCEPT OF OPERATIONS Section 'C", Facilitating Utility ResponseN is mis-labeled as Section "B'; and #1 under this section is mis-labeled "3". A. General Add a new #1 and re-number all the subsequent paragraphs: "1. The Town Of Addison has assessed the vulnerability of the water operations to loss of service due to disaster or attack and will regularly assess the system's vulnerability and implement changes that decrease the likelihood of loss of service as wall as improve the ease of recovery of service when service is lost.» B. Local Government Response to a Utility Outage 1. a) Water or Sewer Outage Add a new #1 and re-number subsequent bullets: "1} Immediately upon leaming of a water system failure -either loss of power or damage to system -close the valves to the elevated storage tank and the two ground storage tanks (Celestial and Surveyor) and determine whether there has been any contamination of the water in those tanks," Add a #4 with the fof/owing sentence -the current #3 will be new #5 Proposed Amendments to the Town of Addison Emergency Response Plan ANNEX K, PUBLIC WORKS AND ENGINEERING V. CONCEPT OF OPERATIONS H. Activities by Phases of Emergency Management: 2. Preparedness Add: "I. Establish a procedure for employees who hear of a disaster to report to a pre-determined assembly point as well as an alternative assembly point in the case that communications are limited, preventing the employee from being contacted and given instructions.• "m. Establish as many levels of communications systems as possible to allow communication in the case that the primary communication systems are disabled. Make provisions for use of land-line telephones, cellular telephones, two-way radios, short-distance commercial walkie-talkies, etc.' VIII. READINESS LEVELS Add the following as an introduction to this chapter: "Monitor the Homeland Security Advisory System for threat condition levels and relate those levels to this Emergency Response Plan." December 17. 2004 Project No: 520492.00 Invoice No: 0239598 Town of Addison Attn: Jim Pierce PO Box 9010 Addison TX 75001-9010 Project: 520492.00 Water System Vulnerability Assessment Professional Services: November 1. 2004 through November 30. 2004 Task: 02 Ph II • Emergency Response Plan Update Professional Personnel Sr. Engineering Staff Daugherty, Clarence Totals Hours 16.50 16.50 Rate 76.92 Amount 1.269.18 1.269.18 Total Labor 2.5 times 1,269.18 3.172.95 Unit Billing In House Delivery 00-10 Miles 11/30/04 Town of Addisonlletter+attacj 10.00 Total Units 1.1 times 10.00 11.00 Billing Limits Current ...Prior_ 􀁔􀁯􀀭􀁤􀁡􀁴􀁥􀀮􀁾􀀠_ Total Billings 3.183.95 196.43 3.380.38 limit 3.500.00 Remaining 119.62 Total this task $3,183.95 Total this invoice $3,183.95 Billings to date Current Prior Total Labor 3.172.95 17,247.04 20,419.99 Consultant 0.00 8,868.61 8,868.61 Expense 0.00 548.74 548.74 Unit 11.00 213.40 224.40 Totals 3,183.95 26,877.79 30,061.74 Page 1 of 118383 Preston Rd.. Suite 500 Dallas, 1X 75252 (972)818-7275 Fax (972)380-2609 D'AOICo. 􀁾􀁁􀀢􀀬􀁩􀁴􀀠P::ntMo.t1. tn" PRA.I P n Rny R4817R 􀁄􀀻􀁊􀁉􀁉􀀻􀀺􀁊􀀢􀁾􀀠TX 75284..8176 FedEx IShip Manager ILabel 7928 1021 8066 Page 1 of I From: Origin 10: (972)450·2671 SUE FAfflLEY TOWN OF ADDISON 16801 WESTGROVE ADDISON, TX 75001 Ship Dale: 270EC04 Aclual Wgt 1LB Syslemlt: 607160011NET2000AccoUflI#: S 􀁕􀁕􀁾􀁈􀁈􀀠1111111111111111111 􀁉􀁉􀁉􀁉􀁉􀁉􀁉􀁉􀁉􀁾􀁉SHIPTO: (202)566.1729 􀁂􀁉􀁕􀀮􀁓􀁅􀁾􀀠JANET PAWLUKIEWlCZ U.S.ENVIRONMENTAL PROTECTION AGEN WATER RESOURCE CTR (WSD·RAR) ROOM 1119 EPA WBLDG, 1301 CONSTITU WASHINGTON, DC 20004 ---------------1PRIORITY OVERNIGHT TUE TRK# 7928 1021 8066 FORM 02<)1 Deliver By: 28DEC04 20004 -DC-US lAD A1 NJNHKA Shipping Label: Your shipment is complete 1. Use the 'Print' feature from your browser to send this page to your laser or Inkjet printer. 2, Fold the printed page along the horizontal line, 3, Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. Using a photocopy of this label for shipping purposes is fraudulent and could result in additional blillng charges, along with the cancellation of your FedEx account number, Use of this system constitutes your agreement to the service conditions In the current FedEx Service Guide, available on fede:Kcom. FedEx will not be responsible for any claim In excess of $1 00 per package, whether the resutt of loss, damage, delay, non..ce1ivery, misdelivery. or misinformation, unless you declare a higher value, pay an additional charge, document your actua! 105s and file a timely claim. Limitations found in the current FedEx service Guide apply. Your right 10 recover from FedEx for any loss, induding intrinsfc value of the package, loss of sales. income interest, profit. attorney's fees, costs. and other forms ofdamage whether direct, incidental, consequential. or special is limited to the greater of $100 or the authorized declared value. Recovery cannot exceed actual documented !oss. Maximum for items of extraordinary value is $500. e.g. jewelry, precious metals, negotiabre instruments and other items Ilsted in our Service Guide. Written claims must be filed withfn strict time limits, see current FedEx Service Guide. htlps:llwww.fedex.comlcgi-biniship_itlunity/OEbRy6BfYw3DgZzOHcUuO JiSt2IeZq4BiSu8BgUv4HiW", 12/27/2004 7 Easy Steps to Submitting your Emergency Response Plan (ERP) Certification v/1. Use the Standardized ERP Certification Form -Use the standardized ERP certification form found in Appendix 4 of the Inslructions to Assist Community Water Systems in Complying with the Public Health Security and Bioterrorism Preparedness and Response Act of 2002. The standardized form is easy to use end includes all the appropriate ceJtification language and blanks for required information. Note that this standardized form is a guide and is not specifically required for ERP certification but it contains everything you need to ll'ake your ERP ceJtificalion. ·Certain vulnerability assessment and emergency response plan tools generate their own ceJtification forms. These forms are accepted by EPA. ./2. Sign the ERP Certification Form -The owner, manager, CeJtified Operator, or other Authorized Representative of tihe water system must sign the ERP certification form. The signer should have responsibility over the management and daily operation of the water system as wall as knowledge of the water system's emergency response plan. Consultants or others who provided technical assistance to the water system should not sign the ERP certification form. V3. Keep a Photocopy of your ERP Certification -Keep and securely lite a copy of your ERP ceJtification for your records. 􀁾􀀺􀀠Keep your Emergency Response Plan -EPA does not require a copy of your Emergency Response Plan, only your ERP certification. Please note that you are required by federal lew to maintain a copy of your Emergency Response Plan for five years after submitting your ERP certification to EPA.7" 5. Use Two Envelopes to Maintain Security and Confidentiality when Making your Submission -Put your original signed ERP ceJtification into an envelope, seal it, and mark it "TO BE OPENED BY JANET PAWLUKIEWiCZ ONLY." Put this envelope into a larger maRing envelope (this can be the standard shipping envelopes used by express or courier services). --:7' 6. Use a Courier and Get a Receipt -Submit your ERP ceJtification using an express or courier service such as Federal Express, United Paroei Service, Airborne, e1c. which can provide traCking information and certification of delivery. Using these services will ensure that the submission is delivered to the persons authorized to receive and process your ERP certification. EPA does not recommend using regular US Postal Service delivery because the shipment cannot always be tracked during transit. Also, there can be significant delays In postal system deliveries to EPA due to decontamination ofmail that may elsa damage ordestroy the submission. -7 7. Use the Proper Courier Delivery Address -Use the following address for express or courier service deliveries of ERP certifications. This location is open for deliveries between 8:30 am and 4:30 pm Eastern TIme. Couriers should call the number under tihe address below before attempting delivery outside of these hours. U.S. EnvironmentAll Protection Agency Water Resource Center (WSD-RAR) Room 1119 1119 EPA West Building 1301 Constitution Avenue, NW Washington. DC 20004 Couriers are to use phone number 202-566-1729. ·Note: If you used National Rural Water Association's Security and Emergency Management System (SEMS) software tool, the generated form combined both VA and ERP certifications into one certification form. EPA accepts this combined ceJtification form and has credited water systems with receipt of both a VA and ERP ceJtification. You need not submH a separate ERP ceJtificalion if you originally used this SEMS software tool and submitted the combined certification form to EPA. I ADDIsoN Public Works I Engineering 16801 Wastgrove. P,O. Box 9010 Addison, Texes 75001 Telephone: 19721 450-2871 • Fax: (972) 45()'2837 TO Jl1et (fuv/ukleW'c-z.. US E pft-GENTLEMAN: WE ARE SENDING YOU o Shop Drawings o Copy of letter KAttached o Prints o Change order IDm [).-1 z -01.{, ATTENTION IRE: &l1erq.f';1c'-I 􀀻􀁻􀁾􀀵􀁐􀀧􀁴􀁔􀁊􀁊􀀵􀀴􀀾􀀠;Jlqrl .J I I , I , o Under separate cover via ______the following items: o Plans 0 Samples 0 Specifications 0 _______________ I COPIES I DATE r NO. t DESCRIPTION ! i I J i ! I i Zpr-hh etA J-WrJ Plf 􀁦􀀻􀀻􀀫􀁵􀀺􀀺􀀻􀀿􀁉􀀮􀀮􀁥􀁾􀀬􀀠//.1 u/1 .Ej-f,,.::J"-,,d'-'-!..:lS::.;:O::...;i'1-4-:_l":-'-i!.=X!. ...:..:..-'t(:..:2'----_____ State: _____'Te-..o:=:::...ie......(i....:c""'e...,I/-.-,r-,---,-__ Title: /kSI 􀁓􀁾1'\ t-Pub I, c. tubrl<:.s l>w.eJ-o r Address: --'-Cr.::....:.V,--,--.:t3=---::...o.;;,.l{_f...:...::::.-o,.:. .10=--_________ City: Mdl5cfYl State and ZIP code:-riKClc., 7s 19 19 1-'f01 0 􀀭􀀮􀀮􀀮􀀮􀀺􀀮􀀮􀀮􀀮􀀺􀁾􀁾􀀭􀁾􀁾􀀭􀁾􀁾􀀭􀁾􀀭􀁾􀁾􀁾􀀭􀀭􀀭􀀭I certifY to the Administrator ofthe U.s. Environmental Protection Agency that this community water system has completed an Emergency Response Plan that complies with Section 1433(b) ofthe Safe Drinking Water Act as amended by the Public Health Security and BioteiTOrism Preparedness and Response Act of2002 (Public Law 107-188, Title IV-Drinking Water Security and Safety). roo-!... , Appendix 4-Page 1 I further certify that this document was prepared nnder my direction or supervision. I am aware that there are significant penalties fur submitting fil.lse information (Safe Drinking Water Act (42 U.s.C. 300fet seq.». The emergency response plan that this commnnity water system completed incorporates the results of the vulnerability assessment completed for the system and includes "plans, procedures, and identification ofequipment that can be implemented or utilized in the event ofa terrorist or other intentional attack" on this commnnity water system. The emergency response plan also includes "actions, procedures, and identification ofequipment which can obviate or significantly lessen the impact ofterrorist attacks or other intentional actions on the public health and the safety and supply ofdrinking water provided to communities and individuals." This CWS has coordinated, to the extent possible, with existing Local Emergency Planning Committees established nnder the Emetgency Planuing and Commnnity Right-Right-toKnow Act (42 U.S.C. 11001 et seq) when preparing this emergency response plan. ® Signed: 􀁟􀁾􀁾􀁾􀁾􀁾􀀧􀀮=--____ Date: _I_Z_-_Z_Z_-_o_ 7 fax E-Mail: mmurph!!@CJ:addfson.tx.us 1 Analysis of SCADA Vulnerabilities 1 ID I . 2 3 -Vulnerability Service Center-Connectivity to tbe Internet -Service Center-Almn Notification I Modem Pool Service Center LAN Connectivity Description Tb.: Town of Addison Network is connected to the Internet via firewalls. While no intrusion incidents have been reported neverthe1ess, the SCADA system is vulnerable to attacks initiated over the Internet using social engineeting or other advanced hacking techniques. The Town of Addison Modem Pool is shored among seveeal systems including the SCADA system. Wbile the SCADA dial-in is sccored by callback option, the SCADA dial-out paglng represents a tingle point of failure for the entire system. A sophisticated threat source may tty to disable the SCADA single paging facility in order to cause maximum damage befOI<: being detected. The Town of Addison SCADA LAN connection is currently secured using: different techniques including subnets and phantom IP addresses. Nevertheless, 􀁾Information Teclmology Analysis and Solutionis Control systelllS may be accessed as follows: 1 Locally 2. Remotely via dial-up 3. Remotely via radio 4. Remotely via networklintemet (currently not implemented) Dial-up is vulnerable to war dialers. Radio is vulnerable tojamming. Networklintemet is vulnerable to backing. As the Town of Addison's water supply is a mission critical operation, it is essential that redundancies exist to control the SCADA system. This is to protect against failures to one of these control methods. Each redundancy has vulnerability. The I1lOst reasonable goals an: 1. Make reasonable effurts to secute each redundancy against malicious exploitation and provide alternate means of control should one method 􀁦􀁡􀁩􀁬􀁾􀀠2. Make it difficult for a saboteur to gain control of the SCADA system, even if they can disrupt authorized access. Two levels of security: Prevent disruption of authorized access, and prevent unauthorized control of tbe system. Recommendation: Ooly reason SCADA system Is connected to the network is to have the ability to backup the SCADA system unattended. We will investigate a reasonable solution that not ooly separates SCADA system from the Town's network but also satisfies the backup requirement, Redundant alarm system, ifpossible the new and existing alanns could monitor each other; ._www.sensapbone.comis a possibility? Detemtine ifextra sensors (hatdwan:) are needed or additional triggers need to be set in tbe software or both? Recommendation: We have ordered tbe latest upgrade, which address this issue tbrough reconfigoration of the system. lnvesrlgating IPSec for SCADA system. Recommendation: We will address this issue through reconfiguration of the software. Redundant communication system? Januning cannot be prevented. The existing system of radio links uses 2.4 GHz frequency-hopping wireless modems. As radio transmissions go, frequency-hopping transmissions are resistant to noise/jamming and are more difficult to intercept. Recommendation: From our point of view and operation, this item is vulnerability not a threat. No Action. Redundant communication system? Jamming cannot be. prevented. The existing system of radio links uses 2.4 GHz frequency-hopping wireless modems. As radio transmissions go, frequency-hopping transmissions are resistant to noise/jamming and are more difficult to intercept. Recommendation: From our point of view and operation, this item is vulnerability not a threat. No Action. Install local PC with WAN connectivity to other SCADA computers? Recommendation: We are entertaining the idea of adding a PC at this location. Redundant communication svstem? lamminR cannot be prevented. The existing svstem of radio links Analysis of SCADA Vulnerabilities 4 ID Vulnerabilitv . tion Info!'l'llation T eclmolomr Analysis and SoIutionl. Station -Radio link vulnerable ro electronicjamming. uses 2A GHz frequency,hopping wireless modems. As radio ttallSmissions go, frequency,hopping transmissions are resistant to noise/jamming and are more difficult to intetcept. Recommendation: From our point of view and operation, tbis item is vulnerability not a threat. No Action. .. 15 Cek:stia! Pump Station.-SCADA System 'IbeSCADA system at the Celestial Station has no limit control. As such, an attacker can activate all pumps Simultaneously and cause great damage to the Town of Addison water distribution syStenL RecolDlUendation: These are called "set points' and can be implcmcnred in the SCADA software. Jerry Davis and his team can derennine approptiate set points. 16 No Sc.recnsaver on SCADA computers (section 12 paragraph 3) For moniJ:oring reasons, SCADA computerS run without a screensaver. The SCADA systemItself requlres a separare password to change from read-only mode to full-control mode. Without a screensavcr It may be possible for someone to control thc SCADA computer, ifnot the SCADA system. In other worda, wbile an intruder would not have access to SCADAitself, the intruder would have aCCesS to the SCADA computer's as (l.'.'indowsL.... "Recnmmendation: Install Transparent Screen Lock Pro =ver(www.c-motioMl.com), which locks the computer wbile displaying running applications. The only way to remove remote access vulnerabilities is to remove remore access, Unfortunately this compromises Town of Addison's ability to respond in a timely fashion ro SCADA alarms. Sabotage is but one kind of disastet; contingencies such as multiple remore access methods are important as pan: of a larger disaster recovery plan. Degrees of security: I. Preventive (locks, passwords, VLANs) 2. Reactive (alarms, audit logs) Degrees of vulnerability I. Disruption/denial of service (jamming, war dialers) 2. Malicious control of system 3. Damage/destruction to system/water supply 􀁾􀀮􀀠􀁾􀁾􀀻􀁴􀁡PaA/i 􀁊􀁴􀁤􀁾􀀬􀂭􀁉􀁁􀁫􀁗􀀱􀁾􀁾􀀠3, 􀁲􀁮􀁾􀁣􀁐􀁴􀁻􀀻􀁲􀁾􀀠\ .: I(/,IlrWd/'􀁾􀀠fecEx. USA Airbill 􀀮􀀺􀀮􀀻􀁾􀀠8 3 311417 0745'Express N.n»< cr.y Your hrtemai Billing Reference . Try online shipping at fedex.com Syuaii!glbili Airbi'flliJ iI\ll'llt !lillie 1nM«! (j)r,d;wr401l!M bRa: titllU Airbi'J and ill out 􀁣􀁵􀁬􀀡􀀱􀁾􀁴􀁓􀁥􀁍􀁣􀀦Guidil,ilKlWing lemu:llm linitOlKliallllity. .-.-' 􀀬􀀸􀁹􀁾􀁶􀁲􀁵􀁾􀁗􀁬􀁴􀁯􀁴􀀧􀁴􀁗􀀡􀁉􀁬􀁬􀁴􀁩􀁳􀁾􀁥􀀢􀁗􀁩􀁴􀁴􀁉 􀁯􀁇􀁉􀀺􀁾􀁉􀀮􀀱􀁴􀁉􀀱􀀱􀁉􀀠' Questions? Visit ou, Web sitllatfedex.com 􀀧􀁶􀀮􀁤􀁡􀁬􀁊􀁬􀀧􀁜􀁬􀀧􀁾􀁾􀁡􀁭􀁬􀁬􀁬􀀧􀁬􀁬􀁬􀁬􀀺􀀢􀀢􀁾􀁬􀀧􀀡􀁭􀀡􀁴􀀡􀁔􀁴􀁾􀁤􀁡􀁾,or cali 1.800.GofedetV 800A6333:3a. l!.,tllla 􀁬􀁍􀀱􀀡􀀧􀁾,lml'o¢ll!G;-1WI fNb.-mmto1ll u.!'>A, GBI'E W::! 1 Appendix 1 VULNERABILITY ASSESSMENT CERTIFICATION ® Public Water System ID number: n f!):;70031 System Name: 􀁟􀀮􀁌􀁔􀁃􀀭􀀽􀁯􀁣􀀮􀀺􀀮􀁃􀁕􀀢􀀭􀁌􀀮􀀨􀀷􀀬􀀭􀀭􀀬􀁯􀀢􀀭􀀫􀀭􀀬􀀭􀀮􀀮􀀺􀀮􀁁􀀮􀀺􀀮􀀺􀁤􀀢􀀬􀀭􀀢 􀀬􀁾􀀬􀀭􀀬􀀭􀀱􀀢􀀬􀀬􀀵􀀮􀁊􀀮􀀼􀀨􀁊􀀿􀁝􀀧􀀭􀀧􀀭􀁌________ City where system is 􀁬􀁯􀁣􀁡􀁴􀁥􀁤􀀺􀁟􀀭􀁌􀀮􀁁􀀮􀀮􀀡􀀺􀁾􀀮􀀡􀀮􀀡􀀧􀁤􀀮􀀺􀀮􀀺􀀮􀀡􀀮􀀯􀁾􀁚􀀺􀀮􀁌􀀨􀁪􀀬􀀭􀀢􀀯􀁙􀁬􀀮􀀻􀀮􀁌􀀭􀁲􀀭􀀷􀀭􀁴􀀭􀀺􀀭􀁾􀀽� �􀁤􀁺􀁘􀁾􀀴􀀺􀀮􀀡􀀺􀀮􀀮􀀲􀁌􀀭______.-/State : 􀁟􀀭􀀭􀁉􀁫􀀽􀁾􀀩􀁻􀀧􀀢􀀢􀁴􀁌􀀽􀀭􀀽􀀵􀀬􀀬􀀭􀀭____________ Printed Name of Person Authorized to Sign j/yJ I, U1 Ii this Certification on behalf of the System: /If/ICe //It:lrp 1'( Title: ])Irec!-or ef f4bl,cWtfrl<..s Address: _L..:8;:.:o,,-,-,---.J:::.t3"-"(!Jc::::..J.X=---..L9..::::o:.....:/....::O"'-----________ City: flddl 5('/YJ -State and ZIP Code: 􀁟􀀭􀀭􀀧􀀯􀁣􀀮􀀮􀀺􀀮􀀭􀁥􀀮􀀮􀀽􀀭􀀼􀀮􀁘􀀭􀀽􀁱􀁾􀀵􀀬􀀯􀀭􀀭􀀭􀀭􀀷􀀺􀀺􀀮􀀮􀀮􀀮􀀮􀀮􀀮􀀮􀀻􀀧􀁊􀀽􀀭􀀭􀀭􀀨􀀧􀁊􀀭􀁃􀁊􀀧􀀭􀀧􀀭􀁉􀀭􀀭􀀭􀀭􀀭􀁟􀀠 I certifY to the Administrator of the U.S. Environmental Protection Agency that this community water system has conducted a vulnembility assessment that complies with Section 1433(a)(I) of the Safe Drinking Water Act, as amended by the Public Health Security and Bioterrorism Preparedness and Response Act of2002 (Public Law 107-188, Title IV-Drinking Water Security and Safety). I further certifY that this document and all attachments were prepared under my direction or supervision. I am aware that there are significant penalties for submitting false information (Safe Drinking Water Act (42 U.S.C. 300fet seq.)). The vulnerability assessment this community water system conducted addresses the following components ofmy system (Check YES if the CWS has the element in its system; check N/A if the element is not applicable to the system.): YES N/A ~g pipes and constructed conveyances physical barriers Appendixl Certification of Conduct of a VA--Page I of2 ~ water collection pretreatment 􀁾􀀠treatment o storage o distribution facilities o electronic, computer or other automated systems which are utilized by the public water system 􀁾􀀠the use, storage, or handling ofvarious chemicals o the operation and maintenance of such system Other compouents in the CWS that were evaluated under this VA (list those applicable): ® Signed:.,d;!f. # Primary contact person that EPA can call if there are questions about this Certification and VA submission: J /J Name: /111 ,Ierce.. Address (ifdifferent than that ofthe Authorized Representative):,__________ Phone: Cf17 -'-/'70-J. K-71 Email Address: (OtetY @a,aid;jt:lY7, h, J$ :]1 Alternate CoJ.itact Person( Name: Je.I'r: 41/1,5 Address (ifdiffere than that ofthe Authorized 􀁒􀁥􀁰􀁲􀁥􀁳􀁥􀁮􀁴􀁡􀁴􀁩􀁶􀁥􀀩􀀺􀀬􀁾􀁾________ Phone: ttl;;. -t,(p, -I(, 􀁾􀀠 Email Address:lrlqlll:1.a.ad:::I.sm.ir-.uS .....J Appendixl Certificatiou ofConduct ofa VA.·Page 2 of2 Page 1 ofl JimPierce From: Daugherty, Clarence [CDaugherty@pbsj.com] Sent: Monday, June 28,2004 8:47 AM To: Jim Pierce Subject: FW: Addison Importance; High Jim, I have the final report and will bring them over to you (I'll cell you in a minute to see when I can come). Please read Trent's email below about what has to be done now. The main thing is filling in the certification form and sending it and a copy of the VA to EPA I will bring a copy of the certification form, but if you wantto be looking at it and get started on filling it in, this is the link to gel H. -----Orlglnal Message----From: Slovak, Trent J Sent: Thursday, June 24, 2004 9:47 AM To: Daugherty, Oarence SUbject: Addison Importance: High Clarence. correction on my last emaiL...We will need to send one copy of the VA to EPA I will make the revisions today and overnight to you. I will also include a copy of the certification form that the town must complete. I have a call into Jim to answer a question that he had, Make sure that whoever sends this includes the phone number and gets a verification of delivery and a tracking number. Please let me know that you received this email. Send the certificate and VA via Federal Express to: U.S. Environmental Protection Agency Water Resource Center (WSO-RAR) Room 1119 EPA West Building 1301 Constitution Avenue N.W. Washington. DC 20004 Telephone: 202566-1729 Attention: Janet Pawlukiewicz 6/28/2004 Public Works I Engineering 16801 Weslgrove' P.O. Box 9010 Addi,on, Texa, 75001 Telephone: 1972)450·2871 • Fox: (972) 450·2837 DATE 7-2..-0'1 ATTENTION iRE:: IJOBNO I GENTLEMAN: WE ARE SENDING YOU 􀁾􀁃􀁨􀁥􀁤􀀠o Under separate cover via ______the following items: o Shop Drawings o Copy of letter 0 Prints 0 Change order o Plans 0 Samples 0 Specifications 0 ________________________ COPIES DATE NO. i DESCRIPTION 7 '70CUt7 of-. lid,;,.. ·....... fA Jahv 􀀮􀂣􀀣􀁾􀁦􀀭􀁾􀀿􀀱􀀱􀀠U"J1 LlY12 􀁨􀀬􀁬􀀬􀁾􀀠ASs:fi.£'i:'.kt2rif I : I i THESE ARE TRANSMITTED as checked below: o For approval 0 Approved as submitted o Resubmit ______ copies for approval fforyour use 0 Approved as noted o Submit copies for distribution o As requested 0 Returned for corrections o Return corrected prints i i ! i I I o For review and comment 0 __________________________ o FOR BIDS DUE __________ 19,____ o PRINTS RETURNED AFTER LOAN TO US I REMARKS ____________________________ _______ I I 􀁾􀀠.. I. COPYTO __________________ SIGNED: 􀁾􀀮􀁁􀀧􀀮􀀮􀁁􀀮􀀠􀀠If enclosures are not as noted, please 􀁮􀁾:..::::.-"'! i J'RSI TRANSMITTAL DATE: July 1, 2004􀁲􀁯􀁬􀁾􀁟􀀠I JOB NO.: ..::52:::04"-9:::2'--_________ Phone: 1(972) 450-2879 From: IClarence Daugherty Address/Office' 16801 Westgrove Dr. • Addison, Texas 􀀷􀀵􀀰􀀰􀀱􀁾􀀹􀀰􀀱􀀰􀀠WE ARE SENDING YOU IiZIAttached 0 Under separate cover via __________ the following items: oShop Drawings o Prints o Plans o Samples o Copy of Letter o Change Order o Specifications IiZI COPIES DATE NO. DESCRIPTION : 1 711/04 Fourth Copy of Water System VA THESE ARE TRANSMITTED As Checked Below: o For approval o Reviewed as submitted o Resubmit ___ copies for approval !ill For your use o Reviewed as noted o Submit ___ copies for distribution o As requested o Returned for corrections o Return corrected plin!s 0 ______ 0 _________D For review and comment o Forbidsdue ____,"__ o Prints returned after loan to us REMARKS: Here is the fourth copy of the VA as you requested. Let me know if there is something else we can do for this part of the project 􀁓􀁉􀁇􀁎􀁅􀁄􀁾􀁾􀁾􀁾􀀤􀁾􀁾􀁾􀀧􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭DISTRIBUTION _________________________ lr enclosures are not as noted, kindly notify us at once PBSJ An employee-owned company 􀁾􀁾􀁾􀀠June 16,2004 􀁾􀁾􀀮􀁾Mr. James Pierce, Jr., P.E., D.E.E. Assistant Director of Public Works 16801 Westgrove Dr. P.O. Box 9010 􀀨􀁐􀀱􀀱􀁾Addison, Texas 75001-9010 􀁾􀁾􀁉RE: Draft Water System Vulnerability Analysis Dear Mr. Pierce: Enclosed are four copies of a draft of the Vulnerability Analysis for the Ii. water system for distribution and review. Both Trent Slovak and I are available to discuss any revisions or corrections that you determine need to be made. We are happy to be able to assist you with this project and will respond to your comments in a timely fashion in respect to your deadline. Sincerely, 􀁾􀁾􀁾􀀠Clarence Daugherty, P.E. Municipal Services Manager P:152049200ladminlcorrespondence\Trans Itr. Pierce. 6-16-04.doc 18383 Preston Road, Suite 500, Dallas. Texas 75252. Telephone: 972.818.7275 • Fax; 972.380.2609 • www.pbsj.com July 19, 2004 Project No: 520492.00 Invoice No: 0225217 Town of Addison Attn: Jim Pierce PO Box 9010 Addison TX 75001-9010 Project: 520492.00 Water System Vulnerability Assessment Professional Services: June 1, 2004 through June 30, 2004 Task: 01 Phase I -Vulnerability Assessment Professional Personnel Hours Rate Amount Sr. Engineering Staff Daugherty, Clarence 1.00 76.92 76.92 Slovak, Trent 15.00 79.38 1,190.70 Clerical Anderson,Lisa 16.50 24.43 403.10 Totals 32.50 1,670.72 Total Labor 2.5 times 1,670.72 4,176.80 Unit Billing Color copies -8 112 x 11 6/18/04 46 Cotor CClpies 368.00 copies. @O.§O 184.00 In House Delivery 00-10 Miles 10.00 Total Units 1,1 times 194,00 213.40 Consultants ASSOCIATE FEES 7/1/04 Ross & Baruzzini, Inc. 44-Sub services 5/30-6126/04 3,412.37 Tolal Consultants 1,1 times 3,412,37 3,753,61 Reimbursable Expense TRAVEL/OUT OF TOWNITRANS 195.20 COURIER SERVICE EXPENSE 26.60 Tolal Reimbursables 1,1 times 221,80 243,98 Billing Limits Current Prior To-date Total Billings 8,387.79 9,881.95 18,269.74 Limit 27,500.00 Page 1 of2 18383 Preston Rd., SuHe 500 Dallas, 1X 75252 (9n)81 a-n75 Fax (9n)380-2609 Please Remit Payment to: PBSJ P.O. Box 848176 Dallas, 1X 75284-8176 PBSJ Town of Addison Attn: Jim Pierce PO Box 9010 Addison TX 75001-9010 June 16, 2004 Project No: 520492.00 Invoice No: 0222415 Project: 520492.00 Water System Vulnerability Assessment Professional Services: May 1.2004 through May 31. 2004 Task: 01 Phase I -Vulnerability Assessment Professional Personnel Sr. Engineering staff Forbes, William Slovak, Trent Totals Total Labor Hours 33.00 3.00 36.00 Rate 60.61 79.38 2.5 times Amount 2,000.13 238.14 2,238.27 2,238.27 5,595.68 Reimbursable Expense TRANSPORTATION -LOCAL BLUEPRINTS/REPRODUCTIONS Total Reimbursables 1.1 times 22.50 9.76 32.26 35.49 BIlling Limits Totel Billings Limit Remaining Current 5,631.17 Prior 4,250.78 TO-date 9,881.95 27,500.00 17,618.05 Total this task $5,631.17 Task: 02 Ph 11-Emergency Response Plan Update Professional Personnel Sr. Engineering Staff Daugherty, Clarence Totals Hours 1.00 1.00 Rate 76.92 Amount 76.92 76.92 Total Labor 2.5 times 76.92 192.30 Page 1 of218383 Preston Rd., Suite 500 Dallas. TX 75252 (972)818-7275 Fax (972)380-26 09 PBSI An employee-owned company May 24, 2004 Mr. James Pierce, Jr. PE DEE Assistant Director ofPublic Works Town ofAddison P.O. Box 9010 Addison, TX 75001-9010 Dear Mr. Pierce: PBS&J values our client relationships, and continually works to improve them. For that reason, we need to advise you of an unforeseen change in our staff as well as present our proposed response to that change. Scott Forbes has served as the project manager on Addison-Vulnerability Assessment. He has voluntarily terminated his employment with PBS&J, necessitating an assumption ofhis project manager duties. To assure continuity and quality, I will assume that role, to assure you ofthe quality of product and service that you should expect from your consultant. I will contact you to schedule a transition meeting as soon as your schedule has an appropriate opening. In the interim, I can be contacted at Office phone: 972-88-7272, extension 3150 Cell phone 972-816-7486 e-Mail: cdaugherty@pbsLcom Thank you for your understanding ofthis situation. You will continue to receive a timely, quality project, with no long-term negative impacts because ofthis change. Sincerely, 􀁾􀁾􀀠 Clarence Daugherty, PE l\1unicipal Services Manager CC:. Treni Slovak, Division Manager .. John Schenck, Regional Service Manager 18383 Prnston Road, Suite 500. Dallas, Texas 75252 • Telephone: 972.818.7275 • Fax: 972.380.2609 • www.pbsj.com ---__________________________ _ IJOB NO.ADDisoN Public: Works I Engineering 16801 We.lgfove • P.O. Box 9010 Addison, Texa. 75001·9010 Telephone: (9721 450·2871 • Fax: 19721 450-2837 OATE /-).. d--"-0 if ATTENTION I RE: LJcd=tr j"tfsl-l'm Iiunl'rlf./Jlit4 Ms;"5<',rn (?/J-t-I GENTLEMAN: WE ARE SENDING YOU pt'Attached o Under separate cover via ______the following items: o Shop Drawings o Copy of letter o Prints o Change order o Plans 0 Samples 0 Specifications 0 _______________ COPIES DATE NO. /l DESCRIPTION /.1/_ I. 'Ifm«-l SPri/t C.-l' fiq re.pm..../JT-(wff. f/!3.5.IJ, , • £ .. 􀁾􀀭£J ,kJI/{' J THESE ARE TRANSMITTED as checked below: 􀁾􀁯􀁲approval 0 Approved as submitted o Resubmit ____copies for approval ;1 􀁾􀁯􀁲􀀠your use 0 Approved as noted o Submit copies for distribution o As requested 0 Retumed for corrections o Return corrected prints o For review and comment 0 o FOR BIDS DUE __________ 1"'___ o PRINTS RETURNED AFTER LOAN TO US REMARKS __________________________________ COPY TO __________________ "SM2SIGNED: 􀁾􀀠! I "f If enclosures are not as noted, please n6tit/us at once. _______________________ _ Public Works! Engineering 16801 Weslgrov •• P.O. Box 9010 Addison, Texas 75001-9010 Telephone: (972) 450-2871 • Fax: (972)450.2837 GENTLEMAN: WE ARE SENDING YOU KAttached o Shop Drawings o Prints o Copy of letter o Change order DATE IJOBNO/-).k-O,!ATTENTION RE: /l.kft1,pYtChJ/H I45.f:eSSmf'r1! I • o Under separate cover via _____the following items: o Plans 0 Samples 0 Specifications 0 ________________________ COPIES DATE NO_ /l DESCRIPTION /, 􀁟􀀯􀀭􀀭􀀭􀀮􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁾􀀠THESE ARE TRANSMITTED a8 checked below: PI-(d.fe UllStt:&r -/4;s 􀁾􀁲I1fJhc.e. 􀀻􀁐􀁭􀁣􀀮􀁾􀀠o For approval 0 Approved as submitted o Resubmit ____copies for approval 􀁾For your use 0 Approved as noted o Submit ____copies for distribution 6'As requested 0 Returned for corrections o Retum ____corrected prints o For review and comment 0 o FOR BIDS DUE 19 0 PRINTS RETURNED AFTER LOAN TO US 􀁾REMARKS 􀁃􀁏􀁐􀁙􀁔􀂷􀁉􀁩􀁾􀀵� �SIGNED: 􀀭􀀯􀀭􀁾􀀧􀀺􀀺􀁪􀁊􀁾􀁾􀁾􀀠If enclosures are not as noted, please ali PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT, made and entered into , by and between Post, Buckley, Schuh & Jemigan, Inc. (PBS&J) and the Client identified herein, provides for the Professional SerVices described under Item 2 of this Agreement. 􀁐􀁈􀁏􀁎􀁅􀁎􀁕􀁍􀁂􀁅􀁒􀀺􀁾􀀨􀁾􀀹􀀷􀁾􀀲􀁾􀀩􀁾􀀴􀀵􀁾􀀰􀁾􀀭􀀲􀁾􀀸􀁾􀀷􀀹􀁌􀀭______ CLIENT: 􀁟􀀬􀀭􀀭􀁟􀁔􀁬􀀡􀁯􀀼􀁬􀁷􀁮􀀡􀀡􀁌􀁯􀁾􀁦􀁬􀀮􀀡􀀮􀁁 􀀺􀁬􀀻􀁤􀀡􀀮􀀡􀀡􀁤􀀡􀀡􀀡􀀻􀁩􀁳􀁯􀀡􀀲􀀡􀁬􀁮􀀬􀁾􀁔􀀡􀀮􀀡􀁩􀁥􀀱􀀡􀀡􀁸􀁾􀁡􀁳􀀡􀀡􀀭____ FAX NUMBER: 􀁾􀀨􀁾􀀹􀀷􀁾􀀲􀁾􀀱􀁾􀀴􀀵􀁾􀀰􀁾􀁾􀁾􀀸􀁾􀀳􀀴􀁌􀀭______ ADDRESS: P.O. Box 9010 􀁃􀁏􀁎􀁔􀁁􀁃􀁔􀁐􀁅􀁒􀁓􀁏􀁎􀀺 􀀭􀁅􀁊􀁾􀁡􀁭􀁾􀁥􀁳􀁾􀁐􀁷􀁩􀀲􀁥􀁲􀁾􀁲􀁥􀁾􀀧__________ Addison, Texas 75001-9010 PROJECTNUMBER: ________________ SHORT TITLE: Water System Vulnerability Assessment 1, DESCRIPTION OF PROJECT SITE: Town of Addison 2. SCOPE OF SERVICES TO BE PROVIDED BY PBS&J (If additional pages are necessary, they are identified as Attachment A): See Attachment A 3. THE COMPENSATION TO BE PAID PBS&J for providing the requested services shall be (If additional pages are necessary, they are identified as Attachment B): o Direct personnel expense plus a surcharge of ____%, plus reimbursable costs" o A Lump..sum charge of $ ____ , plus out-of-pocket expenses.. o Unit CostlTime Charges identified in Attachment B, plus reimbursable costs.' X Other -See Attachment B. • See explanation under Item 5 below, 4. IF PBS&J's SERVICES UNDER THIS AGREEMENT ARE DELAYED for reasons beyond PBS&J's control, the time of performance shall be adjusted appropriately. Except where the services provided are under a continuous service contract for more than one year, ifthe services under this Agreement are delayed for a period of more than one (1) year from the beginning date (as above provided), the fees shall be subject to renegotiation; any change in such fees shall apply only to the unfinished services as of the effective date of such change. IN WITNESS WHEREOF, this Agreement is accepted on the date written above and subject to the terms and conditions set forth above. (SIGN WITH BALL POINT PEN) CLIENT: Town of Addison POST,BU SIGNED:=+< Q.....". l0􀁾􀁑􀀠SIGNED: 􀁾􀁾􀁾􀀺􀀺􀁢􀀮􀀮􀁾􀀺􀀺􀀽􀁓􀀺􀁩􀀺􀀺􀀺􀀡􀀺􀀺􀁾􀁌_______ \ TYPED NAME: Ron Whitehead TYPED NAME: 􀁾􀀽􀀾􀀭􀀢􀀢􀀭􀁾􀀡􀁅􀀱􀀡􀀢􀀢􀀭􀀭_____-:TITLE: City Manager TITLE: 􀀭􀀭􀀢􀀬􀀡􀁓􀀢􀀬􀁥􀁮􀁊􀀮􀀡􀁩􀁯􀁬􀀼􀁊􀁲􀀬􀀭􀁖􀁬􀁃􀀡􀁩􀀢􀁬􀁣􀁥􀁩􀀧􀀭􀁌􀀮􀁐􀀡􀀮􀁓􀁲􀁥􀀺􀁰􀀮􀁳􀁾􀁩􀁤􀀲􀁥􀀡􀀮􀀡􀁮􀁴􀀬􀀭_______ DATE: __--":-..􀀭􀀭􀀽􀀮􀀲􀀽􀀮􀀺􀀸􀁾􀀭􀀮􀀺􀀺􀀺􀀮􀀨􀀩􀀮􀀮􀀮 􀀮􀀮􀁉􀀮􀀧􀁦______ DATE: __--'-I+-1􀁴􀀻􀁾􀀺􀀩􀀡􀀮􀀡􀁉􀁾􀁢􀀭􀀫􀁦___--,___ ,INC, 5. COMPENSA TlON: Direct personnel expense shall be defined as: the cost of salaries and fringe benefit coots related to vacation. holiday, and sick leave pay; contributions for Social Security, Workers' Compensation Insurance. relirernant benefits. and medical and Insurance benefits; unemployment and payroll taxes; and other allowed benefits 􀁾those employees dlrecily 􀁥􀁮􀁧􀁡􀁾􀁥􀁤􀀠in the performance of the requested service. Reimbursable costs include: fees of Professional Associates {whose expertise Is requlrea to complefe the project) and oul-of-PQ:Cket expenses, the cost of whlch shalt 􀁾􀀠 charged at actual costs and shan be Itemized and !ncluded in the invoice. Typical out-of-pocket expenses shall include. but not be limited 10, trayel expenses (lodging. meals. etc.). job-related mileage at the preyaning Company rate, long distance terephone calls, courier, printing and reproduclion costs, and survey supplies and malerials. In the event the requested service involves the use of e!ectronle measur1ng measur1ng equipment, computers. plotters, and other special equlpment such as boats, swamp buggies, elc., an additional direct charge shall be made for'the use of this equipment. 6. INVOiCe PROCSOURSS AND PAYMENT: PSS&J shall submit invoices 10 the 'CHent for work accomplished during each celendar month. For services provlded on a Lump Sum basis, the amounl 01 each monthly invoice shall be determined on the 􀁾􀁰􀁥􀁲􀁣􀁥􀁮􀁴􀁡􀁧􀁥􀀠of completion method'" whereby PBS&J will estimate the percentage of the total work (proylded on a Lump Sum basis) accomplished during the inVOicing period. Monthly invoices shall include, separately listed, any charges for servIces for Which time charges and/or unit costs shall apply. Such invoices shall also include, separately listed, any charges for Professlonal Associates and reimbursable costs. Such invoices shall be submitted by PBS&J as soon as possible after the end of the month in which the worn: was accomplished and shall be due and payable by the client upon receipt . . The Client, as owner' Of authorized agent for the owner, hereby agrees 􀁴􀁨􀁾􀀠payment as proVIded herein will be made for said work Withln 30 days from the date the Invoice for same Is mailed to the Client at the address set out herein or flO otherwise delivered. and, in default of such payment. hereby agrees to pay all costs of celleC1ion, including reasonable attomey's tees, regardless of whelher legal acllon is initiated. The Client hereby acknowledges that unpaid invok.:es shall accrue interest at the maximum retailed by law after they have Wen oUlstanding for over 30 days. PSS&J reserves the right to suspend all services on the Client's project without notice If an invoice remains unpaid 45 days after dale of Invoice. This suspension shall remain in effe<:t until all unpaid fnyoices are paid in fulL It is understood and agreed that PBS&J's services under this Agreement do not include participation. whatsoever, in any ·litigation. Should such services be required. a supplemental Agreement may be negotiated be1ween the Client and F'BS&J describing the services deSired and providing a basis for compensation to PSS&J. 7. COST ESTIMATES: Clienl hereb'y acknowledges that PBS&J cannot warranl that any cost estimates provided by ?BS&J will not vary from actus! costs' incurred by the Client 8. INSURANCE, INDEMNITY: PBS&J shall procure and continuously maintain during the term of th!sAgreemenl insurence as follows: (0) Workers' Compensation j"nsurance at statutory limits, Including Employers' Uability coverage at minimum limits of $1,000,000 each occurrence each accidentl$1 ,000,000 by disease each accurrence/$1,OOO,OOOO by disease ·aggregate • (b) .Commerdal Genersl Liability at combined single limits or at least $1,000.000 per occurrence and $1,000,000 general aggregate for tiodily injury and property damage, which coverage shall include pl'Oducts!completed operallons ($1,000,000 products! completed operations 9ggregate), and XCU (Explosion, Collapse, Underground) hazards. and contraclualllabUity. Coverage for products!compleled operations must be maintained for at least two (2) years 'after the constructiOn WOJ'k has been completed. Owner will be named as an additional insUred with respect to the PBS&J's services perfot!Tled under this Agreement. (c) Commercial Automobile liability Insurance at minimum combined single limits of S1 ,000,000 perwOCcurrence for bodily injury and property l1amaga, including coverage for owned, non-owned and hired vehicles. (d) Professional Uability (Errors & Omission Insurance) with a limit of at feast $1,000,000 par occurrence and annual agg.egate on a c1alms-made basis. This coverage must be mainta.!ned ror at least two (2) years after the Project is completed. 'A policy retroactive dale equivalent to the inception date of this Agreement {or earlier) must be malntained during the full t81Tl"i of this Agreement . Wilh reference to the foregoing insurance requirements, PSS&J's insurance policies shall comply with the following: .1 The Town of Addison, Texas shall be 􀁮􀁾􀁭􀁥􀁤􀀠as an an additional insured on Ihe auto and commercial liability 􀁰􀁏􀁉􀀡􀁾􀁥􀁳􀀠only, .2 AlIljabilily policies shall contain no cross Jiabllity exclusions or insured versus insured .estrietlons . . 3 Such insurance shall be maintained in full force and effect and shall not be canceled, altered or amended without thirty (30) days prior written nollce having first been furnished to the Town of Addison • .4 All Insurance poliCies, which name The Town of Addison as an additional insured, snail be primary and non-conlribulory.. •5 Required limits may be satisfied by any combination of primary and umbrella liability insurances . . 6 PB$&J may maintain reasonable and customary deductibles, subject to reasonable approval by Owner . . 7 Insurance must be purchased from insurers that are finandal1y acceplable to Owner, All insurance must be written on forms filed wllh and approved by the Texas Department of Insurance. Certificates of Insurance snail be prepared and executed by the insurance company or il.S authorized agent and shall contain provisions representing and warranting the folla'Mng: (i) sets forth aU endorsements and insurance coverages accOrding to requirements and instructions contained herein. and (ii) shall specifically set forth the notice-of-cancellation or lerminatlon provisions to the Jown ofAddison. PBS&J agrees 10 indemnify and hokI harmless the Town of Addison, Texas, ils officials, officem, and emp!oyees (rom and against any and all damages, causes of action, liabilities. !awsuijs, demands. judgments, penalties, fines. harm, loss, cost or expense fo. any property damage or destruction and/or bodily injury, sickness, disease, or ; . death, breach of contract, or other hann for wnich recovery of damages or any other form of relief (whether at law, in equity, or otherwise) is sought. to the extent caused by any error, omission, negligence. gross negligence, or willrul mIsconduct of P6S&J. it agenl$., directors, officel'$, employees, contractors. subcontractors, representatives, consultanls. or affiliates. affiliates. anyone direclly or indirectly employed by any of them or anyone for whose acts any of them may be liable, In connection with Of in the performance of the services under 1his Agreement. The proyiSlons of this paragraph shall survive the explration or termination of 1his Agreement. 9. CONSTRUCTION SERVICES; If, under this Agreement, professional services are provided during the construction phase of the project. P6S&J shall not be responsible for or have control over means, methods, techniques, sequences, or procedures. or for safety precautions and programs in connection w11h the Worn:; nor shall PBS&J be 'responsible for the Contraclor's falluce to carry oul the Work In accordance with the Con1ract Documents or for the Conlractor's failure to comply with applicable laws, ominanc·e"s, rules or regulations, 10. INSURANCE: PBS&J shall at alll1mes canyWorkers' Compensation insurance as required by statute; commercial general liability insurance induding bodi1y injury and properly damage; aulomoblle liability coverage; and professionalliabililycoyerage, Insurance certificates will be provided to the CHent upon request. Client agrees to require that PBS&J be named as an additional insured on inSUrance coverages provided by contractors on the project. . 11. ASSIGNMENT: Neither the Olenl nor PBS&J will assign or transfer its interest in this Agreement without the prior written consent of the other. PBS&J will not subcontract any of ilS, fights duties or obligations hereUnder wilhout Client's prior written consent. 12, SUSPENSION, TERMINATION. CANCELLATION OR ABANDONMENT: Clienl has the right, in its sole discretion, with or without cause, to suspend, cancet," terminate or abandon the project described tn Attachment A or services of PBS&J "hereunder, In lhe event !he project described in Attachment A, or the servioos of PBS&J called for under this Agreement, is/are suspended, cancelled, tenninated or abandoned by the Clien!. PBS&.J shall be glven at least seven (1) days prior written noUce of such action and shall be compensated for the professional services 􀁰􀁲􀁯􀁾􀁲􀁴􀁹􀀠provided up to the date .of suspension, termination. cancellation Of"abandonment in accordance with the provisions of Ihls Agreement for all such work perfotmed up to the date of suspension. termlnatlon. cancellation or abandonment. Including reImbursable expenses. 13, ENTIRETY OF AGREEMENT: This wnting, Jnctuding attachments and addenda. if any (which attachments and addenda are Incorporated herein and made a part hereof). emboc!ies the entire agreement and understanding between the parties hereto, and there are no olher agreements ana understandings, oral or written, with reference to lhe subject matter hereof that are not merged herein and superseded hereby. No alteration, change or modification of the terms of this Agreeme·nt shall be valid unless made in writing slgned by both parties hereto, 14. DOCUMENTS: My reuse by the client or othel'S of documents and plans that result from PBS&J's services under this agreement. for the purposes otherlhan in connection with the purpose for whlch PBS&J's work is being performed hereunder, shall be at the Client's or others' sole risk Without Uabil1ty to PBS&J. 15. WAIVER: Any failure by PBS&J or clientto require strict compliance with 'any provision of this contract shall not be construed as a waiver of such provision. and PBS&J or client (as the case mey be) may subsequently require strict c-ompliance at any lime, notwithstanding any prior failure to do so, 16, OISPUTE RESOLUTION: If a dlilipule arises out of or relales to nUili Agreement or lhe breach thereof, the parties will attempt to selt!e the matter between 'themselves. if no agreement can be reached the parties agree to use mediation with a mutually agreed upon mediator before resorting to a Judicial fOr\lm, The cost of a third party madiator wit1 be shared equally by the parties, In the event of litigation, the prevailing party will be eniiUed to reimbursement or all reasonable costs and attorneys' fees. The parties mutually agree that a similar dispute resolulion clause omll be contaIned 1n all other contracts executed by CUent concerning or related to this contract and all subcontracts 􀁥􀁾􀁣􀁵􀁴􀁥􀁤􀀠by PBS&J. " , 17. HAZARDOUS WASTE, MATERIALS OR SUBSTANCES: Unless otherwise specifically provtded In ttusAgreement, PBS&J shall not be responsible for or have control over the discovery, presence. handling, removal, transport Of 􀁤􀁩􀁾􀁰􀁯􀁳􀁡􀁪􀀠of hazardous waste. materials or substances in any form on the project site. 18. GOVERNING LAW: This Agreement shal[ be govemed by and construed according to the laws of the State (Texas) where the situs ofthe wor.<. is located (and. with . respect to any conflid of law provisions. Ihe partles agree that such conflict of law provisions shall not affect the application of the law of Texas, without reference to its conflict of law provisions, to the governing "and constr\lclion of thls Agreement). !n the event of any action under this Agreement. venue tor ell causes of acllon shall be instituted and maintained In Dallas County. Texas. 19. liMITED COPYRIGHT 􀁬􀁩􀁃􀁅􀁎􀁓􀁾􀀺􀀠PBS&J grants 􀁃􀁬􀁩􀁾􀁮􀁬􀀠a 'paid-up. non«l1ansrerable, 􀁮􀁾􀁣􀁬􀁵􀁳􀀱􀁶􀁥􀀠􀁬􀁩􀁣􀁥􀁾􀁳􀁥􀀠to make or have 􀁾􀁡􀁤􀁥􀀠copies of any copyrightable materials detivered under thls Agreement and spedflcally marked by PBS&J as "Reproduction Authorized'". 20, INTELLECTUAL PROPERTY: with the sole exception of specifically marked reproducible materials subject 10 the Umlted Copyright License herein, all worldwide right. tllle and interest in and to any and all Intellectual Propertyconce!ved, invented, authored or olherwise made by or on this Agreement shall remain"the sate a.nd exclusive property of PBS&J. ils succ.essors and assigns unless licensed or assigned by PBS&J pursuant to a separate written instrument The term "Intellectual Property shall be construed broadly to include aU forms of intellectual property including without limitatIon all inventions, discoveries, designs, plans, lmprovements, trademarks. service marks and copyrighlsln drawings. Computet programs, an:;hitectural works and in all other original works 01 authorship. 21. PBS&J shall perform the services hereunder and use its professional skU!. jUdgment, and abmue's as an Independent conlractor in accordance with its own methods, thIS· Agreement, and lhe generally accepted stafidaJ"ds of ordinarY and reasonable skill and care usually exercised by reputable members of lis profession performing the same or similar services at the time and locality PBS&'J 's services are performed hereunder. PB$&J shall perform all work hereunder in a manner satisfactory and acceptable to Client in accordance with such slandaJ"d of care, PBS&J services consist of those"services performed by 1he PBS&J, and its directors, officers"; employees. agenls, contractors, subcontractors. representatives, and consultants. Nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a partne!'$hip. a joint venlure, or a joint enterprise relationship, or to allow the Town 10 exercise discretion or control over the professionSl manner or method In which the paS&J pertorms the services which ate the subject matler of this Agreement; provided always however that the services fo be provided by PBS&J shall be provided in a manner consistent with all applicable standards and regulations governing such services and with this Agreement. The employees and agents of, and the methods, equtpment and facilities used by, PBS&J shall at all times be lIDder PBS&J's s exclusive direction and control. 22. For purposes of this Agreement. notices and alt other communications provided for herein shall be in writing, addressed as provlded hereinafter 10 the party to whom 1he notice or request is given. and shan be either (i) delivered personaUy, (ii) sent by United States certified mall. postage prepaid, return receipt requested. or (iii) placed In the custody of Federal Express Corporation or other nationally recognized cartier 10 be dertvered ovemight. Notice shall be deemed given: when received I' delivered personally; forty-eight (48) hours after deposit If senl by mall; and twenly-tour (24) hours after deposit if ilianl overnight by Federal Express or othet nationally reCognIzed carrier, For purposes of any notice 10 be given hereunder, the addresses of 1he tespective parnes are as follows: IoPBS&J: To Client: PBS&J Town of Addison, Texas 183a3 Preston Road. Suite 500 5300 Belt Une Road Dallas, TexeS 75252 DaJlas. Texas 75254 Atln: Clarence Daugherty, P.E. Attn: City Manager· 23. AI obligations arising prior to the tenninalion or expiration of this Agreemen! and all proviSions of this Agreement allocating responsibility or liability between PBS&'J and Client shall survive the <:ancelfation, expiration or termination of this Agreement. Any rights and remedies ellher party may have with respect to the other arisirig out of the , performance of servlces during the lenn or thIs Agreement shall survive the cancellation. expiration or termInation of thls Agreement. 24. If any proviSion of this Agreement is held to'be illegal. invalid Or unenforceable under present or future laws, such provlsIDn shall be fully severable and this Agreement shall be construed and enforced as If such Hlegal. invalid or unenforceable· provision is not a part hereof, and the remaining provlsions hereof shall remain In full force and effect. In lieu of any illegal. invalid or unenforCeable proviSion herein, there shall be added automatically as a part of thls Agreement a provision as similar in its terms 10 such illegal, invalid invalid or unenforceable provision as may be possible and be legal. vand and enforceable. 25. The rights and remedies provided by this Agreement are cumulative and the use of anyone right or remedy by either party shan not preclude or waIve lis right to use any or all other :emedies. Said rights and remedies are given in addition to any other lights the parties may have by law. statute, ordinance. or otherwise. 26, This Agreement and each of its proVi$!OO$ are solety for the benefit of the parties hereto and are nol inlended 10 create or grant any fights, coolractua! or otherwise. to any third person or entity, ' 27, The offICers and/or agents of the parties hereto signing this Agreement are the properly authorized officials and have the necessary aulhority to execute this Agreement on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or olher act extending such authority have been duly passed and are now in full force and effect " . ATTACHMENT A-Scope Scope of Services ATTACHMENT 6«Compensation ADDENDAA {if required} ATTACHMENT A SCOPE OF SERVICES TOWN OF ADDISON WATER SYSTEM VULI\'ERABILITY ASSESSMENT AND EMERGENCY RESPONSE PLAN UPDATE Phase 1-Vul!lerabUity Assessment PBS&J proposes to utilize a cost effective process to complete the VA for the Town ofAddison that will satisfyEP A requirements. The VA will be performance based, meaning that it will evaluate the risk to the utility system based on the effectiveness (performance) of existing and planned measures to counteract potential adversarial situations. The project approach will address the elements recommended in EPA guidelines including: (1) Characterization ofthe utility system, including its mission and objectives,.· (2) . IdentificatiOn and prioiitization ofadverse consequences to avoid, (3) Detennination ofcritical assets that might be subject to malevolent acts that cQuld result in negative consequences, (4) Assessment 6fthe likelihood of identified malevolent acts from adverSaries, .. (5) . Evaluation ofexisting countermeasures, including operational procedures and . security policies, (6) Analysis ofcurrent risk and development ofa prioritized plan for risk reduction. Prior to commencing work on-site, the PBS&! team will review available utility system maps, drawings,and !lata, in an effort to formulate an efficient project plan and. schedule. This will include collecting information on existing infrastrccture and systems, operational data, policies and procedures, and staffing. The assessment team will consist ofthe PBS&J personnel, as well as individuals from the Town ofAddison, such as the City Manager, the Director ofPublic Works, and representatives from the police and fire department, who are familiar with the facilities and existing emergency response plans. The project will begin with a team meeting and discussion with rePresentatives ofthi: periinent departments, to develop an understanding .. ofsystem operations and policies, and to gather information from law .enforcement . representatives and other first-responders. Missions, criteria, and priorities ofthe utility. system will be established as a basis for development ofthe VA. Information obtained· . will be used to develop the Design Basis Threat, which will serve as a benchmark that. will be used throughout the evaluation process. Site visits of all water utility facilities and systems will be conducted, during which time any potential risks and hazards will be noted.· Existing security features will be identified . and reviewed for effectiveness. Following the compilation and review ofthe field data, the team will again assemble and be briefed. A comprehensive final VA report will be prepared in writing. The report will provide background information on the V A process and explain its purpose, describe the various water utility facilities, address the threat assessment evaluation and site characterization methods and results, and describe existing security systems effectiveness·. ·It will make general recommendations for security, consequence mitigation, and security recommendations for specific sites, systems, etc. Also included will be a prioritized plan of action with milestones, based upon recommended actions. As required, the report will recommend physical, operational, and procedural upgradeS, and provide prelimiri.:iry cost estimates: Because many water utilities are operated or administered by local govermnents, such as the Town of Addison, they are subject to state disclosure laws. Infonmition concerning the security ofwater utility systems is sensitive, and must be treated as confidential and stored in a secure place. Recommendations for the development of appropriate methods to protect security information and the results ofV A will be provided. Phase II -Emergency Response Plan Update It is our understanding that the Town ofAddison has an ERP that addIesses water utility system situations. PBS&J proposes to assist in the updating ofthe existing plan to incorporate the results of the V A; specifically plans, procedures, and the identificatiori of equipment that can be implemented or utilized in the event ofa terrorist or other intentional attack. This task will also include providing information concerning actions, procedures, and identification of equipment which can lessen the impact of terrorist attacks or other intentional actions on public health and safety and the supply of drinking water. Any and all reports, materials, data, surveys, information, or other work (together, 'Information') . collected, prepared or produced by or for PBS&J pursuant to this· Agreement is confidential and shall be held in strict confidence by PBS&J. PBS&J shall not, without the Client's written consent, disclose any such Information to any person or entity other than to PBS&J's employees legally bound to 􀁡􀁢􀁩􀁤􀁥􀁾􀁹􀀠the terms hereof and having a need to know such information in connection with PBS&J's performarice of services hereunder, or" use such information other than in· conriection with the performance of the services hereunder. I:iJ. the event of PBS&J's breach or thfeatened· breach of this provision, Client shall be entitled to an injunction or restraining order obtained from any court having appropriate jurisdiction restraining PBS&J from any . unauthorized use qr disclosure of such Information, but such injunCtion or restraining order shall not limit the Client's right to seek any other remedy available to Client, whether at law or in equity or otherwise, in connection with such breach or t!ITeatened breach. The obligations set forth in this paragraph shall survive the expiration or termination of this Agreement. ATTACHMENT 1 STANDARD RATE SCHEDULE· PERSONNEL: Personnel cost is reimbursed based on a multiplier of 2.5 applied to direct personnel expense. Direct personnel expense for each employee is based on the cost of salaries and fringe benefit costs related to vacation, holiday, and sick leave pay; contributions for Social Security, Workers' Compensation Insurance,. retirement benefits, and medical . and insurance benefits; unemployment and payroll taxes; and other allowed benefits of those employees directly engaged in the performance of the requested service. Ranges of hourly direct personnel expense by personnel classification are as follows: .. Principal I Director $ 50.00 to $ 100.00 Senior Engineering Staff $ 29.00 to $ 85.00 Engineering Staff $19.00 to $ 55.00 Senior Scientist $ 23..00 to $ 70.00 Scientist $ 13.00 to $ 40.00 Senior Survey Staff $ 28.00 to $ 55.00 Survey Staff $ 15.00 to $ 31.00 Senior Technical Support $ 20.00 to $ 48.00 Technical Support $ 11.00. to $ 28.00 Lab Technicians $ 8.00 to $ 30.00 Senior Clerical I Administration $ 24.00 to $·45:00 Clerical I Administration $ 9.00 to $ 32.00 SURVEY FIELD CREWS: Survey field crews and equipment will be provided at the following fixed hourly rates: Two-man Field Crew $95.00 per hour Three-man Field Crew . $ 120.00 per hour Four-man Field Crew $ 145.00 per hour Additional Rodman, Chainman, or Flagman . $ 25.00 per !:Iour G.P.S. Static Receivers $ 160.00 per day per receiver G.P.S. RTK System $ 400.00 per day There is no mileage charge when the· job site is within '50 miles of the office from·which the survey crew. originates. OSHA 29 CFR 1910.120 certified field and office personnel are available upon request at an additional cost. REIMBURSABLE COSTS: Reimbursable costs include: fees .of Professional Associates (whose expertise is required to complete the project) and Ou1-of-pocket expenses, the cost of which shall be charged at actual costs plus an administrative charge as described in the contract and shall be itemized and included in the invoice. Typical outcof-pocket expenses shall include, but not be limited to, travel expenses (lodging, meals, eiic.), job-related mileage at the prevailing Company rate, long distance telephone calls, courier, printing and reproduction costs, and survey supplies and materials. In the event the requested service involves the use of electronic measuring equipment, computers, plotters, and other special equipment such as boats, swamp buggies, etc., an additional direct charge shall be made for the use of this equipment. PROCEDURES AND PAYMENTS: PBS&J shall submit invoices to·the Client for work accomplished during each calendar month. For services provided on a Lump Sum basis, the amount of each monthly invoice shall be determined on the 'percentage of completion method' whereby PBS&J will estimate the percentage of the total work (provided on a Lump Sum basis) accomplished during the invoicing period. Monthly invoices shall include, separately listed, any charges for services for which time charges and/or unit costs shall apply. Such invoices shall also Include, separately listed, any charges for Professional Associates and reimbursable costs. Such invoices shall be submitted by PBS&J as soon as possible after the end of the month in which the work was accomplished and shall be due and payable by the Client upon receipt. The Client agrees that the monthly invoice from PBS&J is correct, conclusive, and binding on the Client unless the Client within twenty (20) working days from the date of receipt of such invoice, notifies PBS&J in writing of alleged inaccuracies, discrepancies, errors in the invoice, or the need for additional backup. The Client, as owner or authorized agent for the owner, hereby agrees that payment as provided herein will be made for said work within 30 days from the date the invoice for same is mailed to the Client at the address set out herein or is otherwise delivered, and, in default of such payment, hereby agrees to pay all costs of collection, including reasonable attorney's fees, regardless of whether legal action is initiated. The Client hereby acknowledges that unpaid invoices shall accrue interest at the maximum rate allowed by law after they have been outstanding for over 3d 'days. PBS&J reserves the right to suspend all services on the Client's project without notice if an invoice remains unpaid 45 days after date of invoice. This suspension shall remain in effect until all unpaid invoic'es are paid in full. C.entral Region I 􀁕􀁾􀁤􀁡􀁴􀁥􀁤􀀠for 􀁁􀁤􀁾􀁩􀁳􀁯􀁮􀀠1121/04 PBSI An employee-owned company January 27,2004 Mr. James Pierce, Ir., P.E., DEE Assistant Director of Public Works Town of Addison 16801 Westgrove Drive Addison, Texas 75001 RE: Town of Addison Revised Professional Service Agreement Water System Vulnerability Assessment Dear Mr. Pierce: Enclosed are two signed copies of our revised standard Professional Service Agreement to provide Professional Engineering Services for the Water System Vulnerability Assessment for the Town of Addison. The revised Professional Service Agreement has been updated and includes comments we received from the legal staff of the Town of Addison and PBS&I. After approval and execution of the agreement by the Town of Addison, please return one copy of the Professional Service Agreement to our office for our files. If you have any questions, please call me at 972-818-7275. Sincerely, Clarence T. Daugherty, P.E. Director ofMunicipal Services Enclosures K:\JI1\ProposaJs\Addison VA\Ltr to Jim Pieree 􀀱􀀭􀀲􀀷􀁾􀀰􀀴􀀮􀁤􀁯􀁣􀀠18383 Preston Road, Suite 500, Dallas, Texas 75252 • Telephone: 972.818.7275 • Fax: 972.380.2609 • www.pbsj.com Jim Pierce From: Daugherty, Clarence (CDaugherty@pbsj.comJ Sent: Wednesday, January 07, 2004 4:24 PM To: Jim Pierce Cc: Forbes, Scott Subject: FW: Water System Vulnerability Contract CentralRegion psa Addison VA VA Att A, Scope 1-5-04.doc 1-5·04.doc 1-5-04.doc Jim, just to add a comment. Slade Strickland and I have an appointment this week to talk about us helping him with a failing screening wall. So it really would be good to get this ironed out as soon as possible, so the next one is easy -as you suggested before. > -----Original Message----> From: Forbes, Scott > Sent: Wednesday, January 07, 2004 2:54 PM > To: James Pierce, Jr., PE, DEE (E-mail) > Cc: Daugherty, Clarence > Subject: l-later System Vulnerability Contract > > Jim, > > I hope the holidays treated you well. I have used time over the holidays > to incorporate the comments you provided to Clarence and comments from our > attorneys to develop the enclosed Professional Service Agreement that we > can hopefully use on this project and future projects with the Town. > > In reviewing the comments from Mr_ John Hill on reimbursable costs I > wanted to indicate that we will have subcontractor work and other expenses > on this project and will be requesting reimbursement from the Town. We > will not be adding an administrative charge to the reimbursable services > or expenses_ The cost of those reimbursable items are a part of the > not-to-exceed fee that we have shown in the agreement. As they occur the > reimbursable items will show up on our invoices in addition to the time > charges by our employees. Please keep in mind that the total charges to > the Town will not exceed the amounts shown in the agreement as long as the > scope of work does not change. > > I have highlighted some language changes in Item 8 on the second page of > the agreement that I would ask you to review with your legal staff: > > Under (d) _1 -We will only list the Town as an additional insured on our > auto and commercial liability policies and I have shown language to take > that into account. > > Under (d) .3 -We would request that this be removed from the agreement. > For example, if we grant a waiver on worker's compensation coverage we > will not be able to recover against the Town in the event the Town has > been negligent or otherwise at fault in causing injury to one of our > employees. This doesn't seem like a big issue for this project but it > could be on future projects and we would like see if we can get the > language removed if that is acceptable to the Town. > > Under the indemnity paragraph we are suggesting some language changes that > we would like for you to review. > > Please provide me with any comments you may have so that we can get the > agreement in its final form, signed and forwarded to you for execution by 1 > the Town. If you have any questions t please send me an e-mail or give me > a call at 972-588-3144. > > Thanks, > > Scott Forbes, P.E. > Senior Project Manager > PBS&J > 18383 Preston Road, Suite 500 > Dallas, Texas 75252 > 972-818-PBSJ (Main) > 972-588-3144 (Direct) > 972-380-2609 (Fax) > wsforbes@pbsj.com > www.pbsj.com > > «CentralRegion 1-5-04.doc» «psa Addison VA 1-5-04.doc» < Scope 1-5-04.doc» 2 PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT, made and entered into , by and between Post, Buckley, Schuh & Jernigan, Inc, (PBS&J) and the Client identified herein, provides for the Professional Services described under Item 2 of this Agreement. 􀁐􀁈􀁏􀁎􀁅􀁎􀁕􀁍􀁂􀁅􀁒􀀺􀁾􀀨􀁾􀀹􀀷􀁾􀀲􀁾􀀩􀁾􀀴􀀵􀁾􀀰􀁾􀀭􀀲􀁾􀁓􀁾􀀷􀀹􀁌􀀭_________ CLIENT: Town of Addison, Texas􀁁􀁄􀁄􀁒􀁅􀁓􀁾􀁓􀀭􀀺􀀭� �􀁾􀁐􀁾􀀬􀁏􀁾􀀬􀁾􀁂􀁾􀁏􀁘􀁾􀀹􀁾􀀰􀁾􀀱􀁾􀀰􀁾􀁾􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭FAX NUMBER: .,.,r"'9!.-"72""1.:!4"'50""-2."S"'34:!...._________ 􀁃􀁏􀁎􀁔􀁁􀁃􀁔􀁐􀁅􀁒􀁓􀁏􀁎􀀺􀁾􀁊􀁡􀁾􀁭􀁾􀁥􀁾􀁳􀁾􀁐􀁾􀁩􀁥􀁾􀁲􀁣􀁥􀁾________ __ Addison, Texas 75001-9010 􀁐􀁒􀁏􀁊􀁅􀁃􀁔􀁎􀁕􀁍􀁂􀁅􀁒􀀺􀁾__􀁾􀁾􀁾􀁾􀁾___ SHORT TITLE: Water System VulnerabililyAssessmenl 1. DESCRIPTION OF PROJECT SITE: Town of Addison 2, SCOPE OF SERVICES TO BE PROVIDED BY PBS&J (If additional pages are necessary, they are identified as Attachment A): See Attachment A 3. THE COMPENSATION TO BE PAID PBS&J for providing the requested services shall be (If additional pages are necessary, they are identified as Attachment B): a Direct personnel expense plus a surcharge of ____ %, plus reimbursable costs.· a A Lump·Sum charge of $ _____ , plus out-of-pocket expenses.o Unit CostlTime Charges identified in Attachment B, plus reimbursable costs,· o Other· See Attachment B. -See explanation under Item 5 below. 4. IF PBS&J's SERVICES UNDER THIS AGREEMENT ARE DELAYED for reasons beyond PBS&J's control, the time of performance shall be adjusted appropriately. Except where the services provided are under a continuous service contract for more than one year, if the services under this Agreement are delayed for a period of more than one (1) year from the beginning date (as above provided), the fees shall be subject to renegotiation; any change in such fees shall apply only to the unfinished services as of the effective date of such change. IN WITNESS WHEREOF, this Agreement is accepted on the date written above and subjecl to the terms and conditions sel forth above, (SIGN WITH BALL POINT PEN) CLIENT: Town ofAddison ofAddison POST, BUCKLEY, SCHUH & JERNIGAN, INC, SIGNED: ________________ SIGNED: _______________________ TYPED NAME: Ron Whitehead TYPED NAME: 􀁾􀀡􀁨􀀡􀀡􀀮􀀮􀀦􀁊􀁾􀁩􀁬􀁬􀁜􀀡􀀡􀁌􀀭_____ TITLE: 􀁾􀁴􀁶􀀮􀀮􀁍􀁬􀂧􀀡􀁬􀁬􀁬􀀡􀀹􀁬􀀲􀀮􀀨_______________________ TITLE: Senior Vice President DATE: ________________________ DATE: _____________________________ 5, COMPENSATION: Direct personnel eJi "undersigned" and adding the words "signing this Agreement.") In addition, please note a couple of other minor changes to the Professional Service Agreement. After your review, please let me know if you have any questions/comments or would like to discuss any of these items. John 1 -----Original Message----From: Jim Pierce [mailto:jpierce@ci.addison.tx.us] Sent: Wednesday, January 07, 2004 4:39 PM To: John Hill (E-mail) Cc: Mike Murphy Subject: FW: Water System Vulnerability Contract John: Please see attached and lets discuss. Jim Pierce, P.E. Assistant Public Works Director P.o. Box 9010 Addison, TX 75001-9010 972-450-2879 -----Original Message----From: Daugherty, Clarence [mailto:CDaugherty@pbsj.com] Sent: Wednesday, January 07, 2004 4:24 PM To: Jim Pierce Cc: Forbes, Scott Subject: FW: Water System Vulnerability Contract Jim, just to add a comment. Slade Strickland and I have an appointment this week to talk about us helping him with a failing screening wall. So it really would be good to get this ironed out as soon as possible, so the next one is easy -as you suggested before. > -----Original Message----> From: Forbes, Scott > Sent: Wednesday, January 07, 2004 2:54 PM > To: James Pierce, Jr., PE, DEE (E-mail) > Cc: Daugherty, Clarence > Subject: Water System Vulnerability Contract Contract > > Jim, > > I hope the holidays treated you well. I have used time over the holidays > to incorporate the comments you provided to Clarence and comments from our > attorneys to develop the enclosed Professional Service Agreement that we > can hopefully use on this project and future projects with the Town. > > In reviewing the comments from Mr. John Hill on reimbursable costs I > wanted to indicate that we will have subcontractor work and other expenses > on this project and will be requesting reimbursement from the Town. We > will not be adding an administrative charge to the reimbursable services > or expenses. The cost of those reimbursable items are a part of the > not-to-exceed fee that we have shown in the agreement. As they occur the > reimbursable items will show up on our invoices in addition to the time > charges by our employees. Please keep in mind that the total charges to > the Town will not exceed the amounts shown in the agreement as long as the > scope of work does not change. > > > I have highlighted some language changes in Item 8 on the second page of > the agreement that I would ask you to review with your legal staff: > > Under (d) .1 -We will only list the Town as an additional insured on our > auto and commercial liability policies and I have shown language to take > that into account. > > Under (d) .3 -We would request that this be removed from the agreement. > For example, if we grant a waiver on worker's compensation coverage we > will not be able to recover against the Town in the event the Town has > been negligent or otherwise at fault in causing injury to one of our 2 > employees. This doesn't seem like a big issue for this project but it > could be on future projects and we would like See if we can get the > language removed if that is acceptable to the Town. > > Under the indemnity paragraph we are suggesting some language changes that > we would like for you to review. > > Please provide me with any comments you may have so that we can get the > agreement in its final form, signed and forwarded to you for execution by > the Town. If you have any questions, please send me an e-mail or give me > a call at 972-588-3144. > > Thanks, > > Scott Forbes, P.E. > Senior Project Manager > PBS&J > 18383 Preston Road, Suite 500 > Dallas, Texas 75252 > 972-818-PBSJ (Main) > 972-588-3144 (Direct) > 972-380-2609 (Fax) > wsforbes@pbsj.com > 􀁷􀁷􀁷􀁾􀁰􀁢􀁳􀁪􀀮􀁣􀁯􀁭􀀠> > «CentralRegion 1-5-04.doc» «psa Addison VA 1-5-04.doc» «VA Att A, > Scope 1-5-04.doc» This e-mail and any files or attachments transmitted with it contains Information that is confidential and privileged. This document document may contain Protected Health Information (PHI) or other information that is intended only for the use of the individual(s) and entity(ies) to whom it is addressed. If you are the intended recipient, further disclosures are prohibited without proper authorization. If you are not the intended reCipient, any disclosure, copying, printing, or use of this information is strictly prohibited and possibly a violation of federal or state law and regulations. If you have received this information in error, please delete it and notify Hamid Khaleghipour at 972-450-2868 immediately. Thank you. 3 PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT, made and entered into , by and between Post, Buckley, Schuh & Jernigan, Inc. (PBS&J) and the Client identified herein, provides for the Professional Services described under Item 2 of this Agreement. 􀁐􀁈􀁏􀁎􀁅􀁎􀁕􀁍􀁂􀁅􀁒􀀺􀁾􀀨􀁾􀀹􀀷􀁾􀀲􀁾􀀩􀁾􀀴􀀵􀁾􀀰􀁾􀁾􀁾􀀸􀁾􀀷􀀹􀁾_________ 􀁃􀁕􀁅􀁎􀁔􀀺􀁾___􀁔􀁵􀁯􀁷􀁾􀁮􀁵􀁯􀁾􀁦􀂣􀁁􀁾􀁤􀁾􀁤􀁩􀁾􀁳􀁯 􀁾􀁮􀁾􀀬􀁾􀁔􀁾􀁥􀁾􀁸􀁡􀁾􀁳􀁌􀀭________ FAX NUMBER: 􀀮􀁾􀀨􀀹􀁾􀀷􀀲􀁾􀁽􀁾􀀴􀁃􀀾􀁩􀀮􀀵􀀰􀁾􀀭􀀽􀀺􀀲􀀸􀀺􀀡􀀮􀀾􀀳􀁩􀀮􀀺􀀺􀀡􀀴_________ ADDRESS: P.O, Box 9010 􀁃􀁏􀁎􀁔􀁁􀁃􀁔􀁐􀁅􀁒􀁓􀁏􀁎􀀺􀁾􀁊􀁾􀁡􀁭􀁬􀁩􀁥􀁾� �􀁾􀁐􀁾􀁩􀁅􀁥􀁲􀁾􀁣􀁥􀁾_________ Addison, Texas 75001-9010 PROJECTNUMBER: ____􀁾􀁾􀀭􀀭__-----SHORT TITLE: Water SYStem Vulnerability Assessment 1, DESCRIPTION OF PROJECT SITE: Town of Addison 2. SCOPE OF SERVICES TO BE PROVIDED BY PBS&J (If additional pages are necessary, they are identified as Attachment A): See Attachment A 3. THE COMPENSATION TO BE PAID PBS&J for providing the requested services shall be (If additional pages are necessary, they are identified as Attachment B): o Direct personnel expense plus a surcharge of ______ %, plus reimbursable costs." o A Lump-Sum charge of $ ______ , plus out-of-pocket expenses." o Unit CostlTime Charges identified in Attachment B, plus reimbursable costs: o Other -See Attachment B. " See explanation under Item 5 below. 4. IF PBS&J's SERVICES UNDER THIS AGREEMENT ARE DELAYED for reasons beyond PBS&J's control, the time of performance shall be adjusted appropriately. Except where the services provided are under a continuous service contract for more than one year, if the services under this Agreement are delayed for a period of more than one (1) year from the beginning date (as above provided), the fees shall be subject to renegotiation; any change in such fees shall apply only to the unfinished services as of the effective date of such change. IN WITNESS WHEREOF, this Agreement is accepted on the date written above and subject to the terms and conditions set forth above, (SIGN WITH BALL POINT PEN) CLIENT: Town of Addison POST, BUCKLEY, SCHUH & JERNIGAN, INC, SIGNED: _______________________ SIGNED: _______________ TYPED NAME: Ron Whitehead TYPED NAME: John R. Schenck TITLE: City Manager TITLE: Senior Vice President DATE: ____________________ DATE: _____________________ 5. COMPENSATION; Direct personnel expense shall be defined as: the cost or salaries and fringe benefit costs relatEi(f to vacation, holiday, and sick: leave pay; contributions for Sodal Security, Workers' Compensation Insurance, retirement benefits:, and medical and insurance benefits; unemployment and payroll taxes: and other allowed benefits of those employees directly engaged in the performance of the tequested service. Reimbursabfe costs include: fees of Professional Associates {whose expertise is required to complete the project) and 􀁯􀁵􀁴􀁾􀁯􀁦􀀭􀁰􀁯􀁣􀁫􀁥􀁴􀀠 expenses, the cost of which shall be charged 􀁡􀁾􀀠actual costs and shall be itemized and: Included In the invoice. Typical out-Of-POCket expenses shall include, but not be limited to, travel expenses (lodging, meals, etc.), job-related mileage at the prevailing Company rate, long distance telephone cans, courter, printing and reproouctlon costs. and survey supplieS and matenals. In the event the requested service involves the use of electronic measuring equipmenl, computers, plotters. and other special equipment such as boats, swamp buggies, etc., an additional dIrect charge shall be made for the use of this equipment 6. INVOICE PROCEDURES AND PAYMENT: PBS&) shall submit invoices to the Client for work accomplished during each calendar month. For services provided on a Lump Sum baSi$, the amount of eaCh monthly invoice shall be determined on the "percentage ofcompletion method" whereby PBS&J will estimate the percentage of the total work (provided on a Lump Sum basis) accomplished durtng the invoicing period. Monthly invoices shall include, separately listed, any charges for services forwhic:h time charges and/or unit costs shall apply. Such invoices shall also include, separately listed, any Charges for Professional Associates and reimbursable cosls. SUCh invoices shall be submitted by PBS&J as soon as possible after the end of the month in which the work was accomplished and shall be due and payabfe by the client upon receipt The Client, as owner Of authOrized agent for the owner, hereby agrees that payment as provided herein will be made (or said work; wilhin 30 days from the date the invoice fOr same is mailed to the Client at the address set out herein or is otherwise deliVered, and, jn default of such payment, hereby agrees to pay air costs of collection, including reasonable attomey's fees, regardless of whether legal action is initiated. The Client hereby acknowledges that unpaid invoices shall accrue interest at the maximum retailed by law after they have been outstanding for over 30 days. PBS&J reserves the right to suspend all services on the Client's project without notice if an invoice remains unpaid 45 days after date of invoice. This suspension shall remain in effect until all unpaid invoices are paid in fut!. It is understood and agreed that PBS&J'S services under this Agreement do not include participation, whatsoever, In any litigation. Should such services be required, a supplemental Agreement may be negotiated between 1he Client and PBS&J describing the sefVk:es desired and providing a basis for compensation to PBS&J. 7. COST ESTIMATES; Client hereby acknowledges that PBS&J cannot warrant that any cost estimates provided by PBS&J will not vary from actual costs incurred by the Client. B. INSURANCE' INOEMNlTYblMl+ Ot>' U"BIU+¥: PBS&J shall procure and continuously maintain during the term of this Agreement insurence as follows: (a) Workers' compensation jnsunmce at statutory limits, including Employers' Liability coverage at mJnimum limits of $1 ,000,000 each occurrence each accident/51 ,000,000 by disease each occurrencel$1,000,OOOO by disease aggregate. (b) Commercial General Uability at comblned single limits of at least $1 ,000,000 per occurrence and $1.000,000 general aggregate tor bodily injury and property damage, whIch coverage shaJllnclude products/completed operations ($1,000,000 productsl com'p/eted operations aggregate), and XCU (ExplOSion. Collapse, Underground) hazards, and contractualliabllity. Coverage for products/compieted operations must be maintained for at least two (2) years after the construction work has been compteted. Owner will be named as an additional Insured with respect to the PBS&J's selVlcee performed under this Agreement. (c) Commercial Automobile liability insurance at minjmum combined single limits of $1,000,000 per-occurrence for bodily injury and property damage, including coverage for owned. non-owoed and hired vehicles. (d) Professional liability (Errors & Omission Insurance) with a limit of at least 51,000,000 per occurrence and annual aggregate on a claims-made basfs, This ·coverage must be maintained for at least two (2) years after the Project fs completed. A POliCY retroactive date equivalent to the incePtion date 01 this Agreement (or earlier) must be maintained during the fullterm of this Agreement. With reference to the foregoing insurance requirements, PBS&J's insurance policies shall comply with the following: .1 The Town of Addison, Texas shall be named as an additional insured 􀁾􀁴􀁻􀀱􀀮􀀮􀁆􀀶􀁳􀁰􀁥􀁾􀀠tG all on the· auto and commercla! liability poflCies only, .2 AU llabiljty poliCIes shall contain no cross liability exclusions or insured versus insured re:slricuons. . 3 . 􀁾􀀠"'ai"SF 􀀸􀁦􀀮􀁳􀁜􀀺􀁬􀁂􀁆􀀹􀀸􀁡􀁴􀁩􀀮􀀹􀁆􀀱􀁉􀁁􀁊􀁡􀁩􀂷􀁑􀁲􀀧􀁏􀁦􀁕􀀱􀁓􀀮􀀻􀁲􀁾􀂷􀀬􀁴􀁒􀂷􀁑􀂷􀁦􀀠A€ldiGcm; Taxas·sRall 􀁴􀀧􀁥􀀮􀁳􀁑􀁾􀁾􀀻􀁲􀀻􀀮􀁥􀁧􀀠,iii the "'Qf'1i8F:.1 'eem:paRsdeR:i:lmfaIUlafalllt'j pQliGies. .4 Such insurance shall be maintained in full force and effect and shall not be canceled, altered or amended without thirty (30) days prior written notice having first been furnished to the Town of Addison . . 5 All insurance poljCjes, which name The Town 0' Addison as an additional insured, shall be primary and non..;:;onlribvtory, .6 Required limils may be satisfied by any eomblnati'on of primary and umbrella liability insurances, ,7 PBS&; may maintain reasonable and customary deductibles, subject to reasonable approval by Owner . . 8 Insurance must be 'pufChased from insurers that are financially acceptable to Owner. All insurance must be written on forms filed with and approved by lhe Texas Department of Insurance. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall oontain provisions representing and warranting the following: (i) sets forth all endorsements and insurance coverages accorOing to requirements and instructions contained herein, a!'id (ji) shall specifically set forth the nolke-ot-cancellation or termination provisions to the Town of Addison. 􀁾􀁩􀀿􀁾􀁾􀀠agrees to indemnify and hold harmless the Town of Addison, Texas, ils officials, officers, and. 􀁥􀁭􀁰􀁬􀁯􀁹􀁥􀁥􀁳􀁬􀀺􀁪􀁾􀁦..􀀨􀁲􀁡􀁧􀁾􀁩􀀠from and against any and all damages, :..: 􀁾􀁩􀁪􀀻􀁬􀁩􀀠causes of action, rtabllities, lawsWts, demandS, judgments, peoalties, flnes, harm. loss, cost or expense for any property damage or destruction and/or bodily :.,. injury. sickness, disease, or death, breaCh of contract, or other harm for which recovery of damages or any other form Of relief (Whether at Jaw, in equity, or otherwise) is sought. to the extent caused by 􀀿􀀧􀀡􀁪􀁾􀁊􀁩􀁗􀁒􀁩􀁊� �􀁾􀁽􀀺􀁡􀀠any error, omission, negllgence, gross negligence, or willful miSCOnduct of PBS&J, it agents, directors. officers. employees, contractors, subcontractors, representatives. consultants, or affi1iates, anyone directly or indirectly employed by any of them or anyone fOr whose acts any of them may be liable, in oonnection with or in the performance of the services under this Agreement. The provisions of this paragraph shall survive the expiration or termination of this Agreement. 9, CONSTRUCTION SERVICES: If, under this Agreement, profeSSional seJVices are provided during the construction phase of the project, PSS&J shall not be responsible tor or have control over means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work:; nor shall PBS&.! be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents or for the Contractor's failure to comply with applicable taws, ordinances, rules or regulations. 10. INSURANCE: PBS&J shall at all limes carry Workers' Compensation insurance as required by statute; commercial general liability insurance indudlng booily Injury and property damage; automobile liability coverage; and professional liability coverage. Insurance certificales will be provided to the Client upon request Client agrees to require that PBS&J be named as an additional insured on insuraoce covetages provided 'by contractors on the project 11, ASSIGNMENT: Neither the Client nor PBS&J will assign or transfer lis interest In this Agreement withoul the prior wntten consent of the other, PBS&J will not subcontract any of its, rights duties Of obligations hereunder without Client's prior written consent. 12. SUSPENS10N. TERMINATION, CANCELLATION OR ABANDONMENT: Client has the right, in ils sole discretion, with or withoul cause, to suspend, cancel, terminate or abandon the project descnbed in Attachment A or seNices of PBS&J hereunder. In the event the project descrtbed in Attachment A, or the serviCeS Of PBS&J calJed for under this Agreement, is/are suspended, cancelled, terminated or abandoned by the Client, PBS&J shall be: given alleast seven (7) days prior written notice of such action and shall be compensated for the professional seNices property provided up to the date at suspension. termination. cancellation or abandonment in accordance with the provisions of this Agreement for aU such work performed up to the date of suspension, termination, cancellation or abandonment. including teimbursabte expenses. 13. ENTIRETY OF 􀁁􀁇􀁒􀁅􀁅􀁍􀁅􀁎􀁔 􀁾􀀠This 'NIiting, indudfng attachments and addenda, if any (which attachments and addenda are incoroorated herein and made a part hereon, embodies Ihe entire agreement and understanding between the parties hereto. and there are no other agreements and unden>tandings. oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change or modification of the terms of this Agreement shall be valid unless made in writing signed by beth parties hereto. 14. DOCUMENTS: Any reuse by the alent or others of documents and plans that result ftom PBS&J's services under this agreement, for the purposes other than in connection with the purpose for which PBS&J's work is being performed hereunder, shall be at the Client's or others' sole risk without liability to PBS&J. 15. WAIVER: Any failure by PBS&J Of client to require stnct compliance with any provision of this contract shaH not be: construed as a waiver of such provision. and PBS&J or client (as the case may be) may subsequently require stilct compliance at any time, notwithstanding any prior failure to do so. 16, DISPUTE RESOLUTION: If a cfispute arises out of or relates to this Agreement or the breach thereof, the parties will attempt to settle the matter between themselves. If no agreement can be reached the parties agree to use mediation with a mutually agreed upon mediator befere resorting to a Judicial forum. The cost of a third party mediator will be shared equally by the parties. 1n the event of litigation, the prevailing party will be entitled 10 reimbursement of all reasenable costs and attorneys' fees. The parties mutually agree that a similar dispute resolution clause will be contained In all other contracts executed by Client concerning er related to this contract and all subcontracts executed by PBS&J, 17. HAZARDOUS WASTE, MATERIALS OR SUBSTANCES: Unless otherwise specifically prOVided In this Agreement, PBS&J shall not be responsible for or have control over the discovery, presence, handting, removal, transport or disposal of hazardouS waste, materials or substances in any 10nn on the project sUe. 1S. GOVERNING LAW: This Agreement shall be governed by and construed according to the laws ot the State (Texas) where the situs of the work is localed (and. with respect to any conflict of law provisions, the parties agree that such conflict ef law provisions shall not affect the application of the law of Texas, without reference to its conflict of law proVisions, to the governing and constructien of this Agreement). In the event of any action under this Agreement. venue for all causes ef action shall be instituted and maintained in Dallas County, Texas. 19. UMITED COPYRIGHT LICENSE: PBS&J grants Client a 􀁰􀁡􀁩􀁤􀁾􀁵􀁰􀀬􀀠non"transferable , non·exclUSiVe license to make or have made copies of any copyrightable materials delivered under this Agreement and specifically marked by PBS&J as "Reproduction Authorized". 20. INTELLECTUAL PROPERTY: With the sole exception of specifically marked reproducible materials subject to the Umiled Copyright Ucense: herein. all worldwide right, title and interest in and to any and alllnteUedual Property conceived. invented, authored or otherwise made by or on this Agreement shall remain the sole and exclusive property 01 PBS&J, its successors and assigns unless licensed or assigned by PBS&J pursuant to a separate written instrument. The tenn "Intellectual Property shall be construed broadly to include all forms of intellectual property including wfthout limitation alllnventions, discoveries, designs, plans, improvements, trademarks. service marks and copyrights in drawings, computer programs, architectural works and in all other original wooo; of authOfShip. 22. For purposes of this Agreement notices and all other communications provided for herein shall be in writing addressed as provided hereinafter to the party to whom the 􀁉􀀱􀁑􀁬􀁩􀁑􀀺􀁾􀁈􀁾􀁦􀀠request Is given and shall be either (i) delivered personal/'j 1m sent by United States certified mail. postage prepaid retum receipt requested or (iii) placed in the custody of Federal Express Corporation gr other nationally recognized carrier to be delivered ovemight. Notice shalt be deemed given: when received if delivered personally; forty«eight (48) hQurs arterdeooslt if sent by mail; and b.\-entv"four (24) hours after deposit if sent oyernlght by Federal Exoress Qr other nal1ona!1y recognized carner. For ptlfIlOSes of 􀁡􀁾􀁹􀀠nolice to be given hereonder !he addresses of Ihe resoective parties afe as follows: TOPBS&J: PBS&J Town of Addison Texas 18383 Preston Roast SuIte SOO 5300 􀁂􀁟􀁾􀁬􀁴􀀠Une Road 􀁾􀁔􀁾􀁡􀁳􀀷􀀵􀀲􀀵􀀮􀁾􀀠 Dallas TexaS 75254 Attn: Clarence Daugherty. P E. Attn: City Manaoer 23, All obligalions ariSing pMr to the termination or expiralion of this Agreement and all provisions of this Agreement allOcating responsibility or liability between PBW and Client shall survive the cancellation expIration or term!nat[Qxu?f this Agreement. Any rights and remedies ei1her party may have WIth reSDect to the other arising out ofIDe performance of services dyring the term of this Agreement shan survive the cancellation expiration or tennlnation of this Agreement. 24. If any provision of this Agreement is held to be ruegal inyalid or unenforceable under present or future laws suCh provision shall be fulll' severable and !his Agreement shall be construed and enforced as if such megal invalid or unenforceable provision is not a oart hereof and the !'OO\ainjng provisi0IlS hereof shall remain in full force and effect. In lieu of any iIIega! invalid or unenforceable provision herein there shall be added aulomaticaHy as a part of this Aareement a provision as simi!ar in its terms to such illegal inyalid or ynenforceable provision as may be poSSible and be legal valid and enforceab!e. 25. The n'ghts and remedies orovrded bv Ihis Agreement are cumu!atlve and the use Of any one right Of femedv hy either party shall not preclude or waive its its right to use any or all other remedies, Said rights and remedies are given In additJon to any other rights the parties may have by law s!a1tJte ordinance or otherwise. 26. This Agreement and each Of Its provisions are solely for the benefit of the parties hereto and are not intended to create Of OGilnt any riohts contractual or otherwise to any third pers.on or entjty. ?L..Jhe officers andfo( agents of the garties hereto signing this Agreement are the properly authorized officials and have the necessary authority to execute thjs Agreement on behaff of the parties hereto. and eaCh oartl' hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full (orce and effect ATTACHMENTA-Scope of Services ATTACHMENT a·Compensation ADDENDA A (if required) ATTACHMENT A SCOPE OF SERVICES TOWN OF ADDISON WATER SYSTEM VULNERABIIJTY ASSESSMENT AND EMERGENCY RESPONSE PLAN UPDATE Phase I -Vulnerability Assessmeut PBS&J proposes to utilize a cost effective process to complete the VA for the Town ofAddison that will satisfy EPA requirements. The VA will be performance based, meaning that it will evaluate the risk to the utility system based on the effectiveness (performance) ofexisting and planned measures to counteract potential adversarial situations. The project approach will address the elements recommended in EPA guidelines including: (1) Characterization ofthe utility system, including its mission and objectives, (2) Identification and prioritization ofadverse consequences to avoid, (3) Determination ofcritical assets that might be subject to malevolent acts that could result in negative consequences, (4) Assessment of the likelihood of identified malevolent acts from adversaries, (5) Evaluation of existing countermeasures, including operational procedures and security policies, (6) Analysis ofcurrent risk and development ofa prioritized plan for risk reduction, Prior to commencing work on-site, the PBS&J team will review available utility system maps, drawings, and data, in an effort to formulate an efficient project plan and schedule. This will include collecting information on existing infrastructure and systems, operational data, policies and procedures, and staffing. The assessment team will consist ofthe PBS&J personnel, as well as individuals from the Town of Addison, such as the City Manager, the Director of Public Works, and representatives from the police and fire department, who are familiar with the facilities and existing emergency response plans. The project will begin with a team meeting and discussion with representatives ofthe pertinent departments, to develop an understanding ofsystem operations and policies, and to gather information from law enforcement representatives and other first-responders. Missions, criteria, and priorities ofthe utility utility system will be established as a basis for development ofthe V A. Information obtained will be used to develop the Design Basis Threat, which will serve as a benchmark that will be used throughout the evaluation process. Site visits of all water utility facilities and systems will be conducted, during which time any potential risks and hazards will be noted. Existing security features will be identified and reviewed for effectiveness. Following the compilation and review ofthe field data, the team will again assemble and be briefed. A comprehensive fmal V A report will be prepared in writing. The report will provide background information on the V A process and explain its purpose, describe the various water utility facilities, address the threat assessment evaluation and site characterization methods and results, and describe existing security systems effectiveness. It will make general recommendations for security, consequence mitigation, and security recommendations for specific sites, systems, etc. Also included will be a prioritized plan ofaction with milestones, based upon recommended actions. As required, the report will recommend physical, operational, and procedural upgrades, and provide preliminary cost estimates. estimates. Because many water utilities are operated or administered by local govemments, such as the Town ofAddison, they are subject to state disclosure laws. Information concerning the security ofwater utility systems is sensitive, and must be treated as confidential and stored in a secure place. Recommendations for the development of appropriate methods to protect security information and the results of V A will be provided. Phase II -Emergency Response Plan Update It is our understanding that the Town ofAddison has an ERP that addresses water utility system situations. PBS&J proposes to assist in the updating ofthe existing plan to incorporate the results ofthe V A; specifically plans, procedures, and the identification of equipment that can be implemented or utilized in the event ofa terrorist or other intentional attack. This task will also include providing information concerning actions, procedures, and identification ofequipment which can lessen the impact ofterrorist attacks or other intentional actions on public health and safety and the supply ofdrinking water. Any and all reports, materials, data, surveys, information, or other work (together, 'Information,) collected, prepared or produced by or for PBS&J pursuant to this Agreement is confidential and shall be held in strict confidence by PBS&J. PBS&J shall not, without the Client's written consent, disclose any such Information to any person or entity other than to PBS&J's employees legally bound to abide by the terms hereof and having a need to know such information in connection with PBS&J's performance of services hereunder, or use such information other than in connection with the performance of the services hereunder. In the event of PBS&J's breach or threatened breach of this provision, Client shall be entitled to an injunction or restraining order obtained from any court having appropriate jurisdiction restraining PBS&J from any unauthorized use or disclosure of such Information, but such injunction or restraining order shall not limit the Client's right to seek any other remedy available to Client, whether at law or in equity or otherwise, in connection with such breach or threatened breach. The obligations set forth in this paragraph shall survive the expiration or termination ofthis Agreement. ATTACHMENT B COMPENSATION TOWN OF ADDISON WATER SYSTEM VULNERABILITY ASSESSMENT AND EMERGENCY RESPONSE PLAN UPDATE Phase I and Phase II Services. PBS&J proposes to perform Phase I and II ofthe project on a time and materials basis (including reimbursable costs), with not to exceed fees of$27,500 and $3,500, respectively. The compensation to be paid PBS&J for providing Phase I and Phase II services shall be direct personnel expense, equipment expense and reimbursable costs as defined on the attached Standard Rate Schedule (Attachment 1). The Town will be invoiced monthly according to the hours spent by the personnel or equipment and reimbursable costs, although the total amount ofthe contract will not exceed the amounts described above without approval ofthe Town of Addison. Additional Services. Compensation for any additional services requested by the Town of Addison not covered by Attachment A will be on the same time and material basis as described above. ATTACHMENT 1 STANDARD RATE SCHEDULE PERSONNEL: Personnel cost is reimbursed based on a multiplier of 2.5 applied to direct personnel expense. Direct personnel expense for each employee is based on the cost of salaries and fringe benefit costs related to vacation, holiday, and sick leave pay; contributions for Social Security, Workers' Compensation Insurance, retirement benefits, and medical and insurance benefits; unemployment and payroll taxes; and other allowed benefits of those employees directly engaged in the performance of the requested service. Ranges of hourly direct personnel expense by personnel classification are as follows: Principal! Director $ 50.00 to $ 100.00 Senior Engineering Staff $ 29.00 to $ 85.00 Engineering Staff $ 19.00 to $ 55.00 Senior Scientist $ 23.00 to $ 70.00 Scientist $ 13.00 to $ 40.00 Senior Survey Staff $ 28.00 to $ 55.00 Survey Staff $ 15.00 to $ 31.00 Senior Technical Support $ 20.00 to $ 48.00 Technical Support $ 11.00 to $ 28.00 Lab Technicians $ 8.00 to $ 30.00 Senior Senior Clerical! Administration $ 24.00 to $ 45.00 Clerical! Administration $ 9.00 to $ 32.00 SURVEY FIELD CREWS: Survey field crews and equipment will be provided at the following fixed hourly rates: Two-man Field Crew $ 95.00 per hour Three-man Field Crew $ 120.00 per hour Four-man Field Crew $ 145.00 per hour Additional Rodman, Chainman, or Flagman $ 25.00 per hour G.P.S. Static Receivers $ 160.00 per day per receiver G.P.S. RTK System $ 400.00 per day There is no mileage charge when the job site is within 50 miles of the office from which the survey crew originates. OSHA 29 CFR 1910.120 certified field and office personnel are available upon request at an additional cost. REIMBURSABLE COSTS: Reimbursable costs include: fees of Professional Associates (whose expertise is required to complete the project) and out-of-pocket expenses, the cost of which shall be charged at actual costs plus an administrative charge as described in the contract and shall be itemized and included in the invoice. Typical out-of-of-pocket expenses shall include, but not be limited to, travel expenses (lodging, meals, etc.), job-related mileage at the prevailing Company rate, long distance telephone calls, courier, printing and reproduction costs, and survey supplies and materials. In the event the requested service involves the use of electronic measuring equipment, computers, plotters, and other special equipment such as boats, swamp buggies, etc., an additional direct charge shall be made for the use of this equipment. PROCEDURES AND PAYMENTS: PBS&J shall submit invoices to the Client for work accomplished during each calendar month. For services provided on a Lump Sum basis, the amount of each monthly invoice shall be determined on the "percentage of completion method" whereby PBS&J will estimate the percentage of the total work (provided on a Lump Sum basis) accomplished during the invoicing period. Monthly invoices shall include, separately listed, any charges for services for which time charges and!or unit costs shall apply. Such invoices shall also include, separately listed, any charges for Professional Associates and reimbursable costs. Such invoices shall be submitted by PBS&J as soon as possible after the end of the month in which the work was accomplished and shall be due and payable by the Client upon receipt. The Client agrees that the monthly invoice from PBS&J is correct, conclusive, and binding on the Client unless the Client wHhin twenty (20) working days from the date of receipt of such invoice. notifies PBS&J in writing of alleged inaccuracies, discrepancies. errors in the invoice. or the need for additional backup. The Client. as owner or aulhorized agent for the owner. hereby agrees that payment as provided herein will be made for said work within 30 days from the date the invoice for same is mailed to the Client at the address set out herein or is otherwise delivered. and. in default of such payment. hereby agrees to pay all costs of collection. including reasonable allorney's fees. regardless of whether legal action is initiated. The Client hereby acknowledges that unpaid invoices shall accrue inleresl at the maximum rate allowed by law after they have been outstanding for over 30 days. PBS&J reserves the right to suspend all services on Ihe Clienl's project without notice if an invoice remains unpaid 45 days after dale ofInvoice. This suspension shall remain in effect until all unpaid invoices are paid In full. PBS&J shall perform the services 􀁁􀁥􀀧􀁥􀁾􀁮􀁧􀁥􀁲􀀠anEl 􀁾􀁳􀁥􀀠its professional Skill. juggment. ang atJilities as aA ineleponElenl sOA!raGtor in aSGoFflanse 􀁷􀁩􀁴􀁁􀁾􀁴􀀶􀀠own methods. this 􀁉􀁜􀁾􀁲􀁯􀁥􀁭􀁯􀁮􀁴􀀮􀀠ana lile eOAo,ally aGGopteEl 6tansarss Elf oFfliAaf}' and ..,asonaelo skill ans sare 􀁾􀁳􀁵􀁡􀁬􀁬􀁹􀀠9J(orcisod by ref'lutaBlo memeers Elf ils F'refession 􀁰􀁯􀁲􀁦􀁯􀁲􀁭􀁩􀁮􀁾􀀠tho samo er simila, sOfvices al the lime ana leGality PBS&J 's sorvisos are performed Roreunder. PBS&J shall Ilorform all work heretlAder In a mannef satisfaGlef}' and ascefillaele Ie Client in aGGeFflanse with sueR stanElaFfl 9f saFe. PB!l&J servis9s Gensist af IAose services perfeFmed By the PBS&J, and ils aire8ters. of.liSeFs. empleyees. asenls. con/rasters. 6ua8anlraGtars, 􀁲􀁥􀁦􀁬􀁆􀁥􀁳􀁥􀁾􀀡􀁡􀁴􀁩􀀧􀁻􀁥􀁳􀀬􀀠anEl Genst/ltan/s. Nothing 􀁩􀁾􀀠IRis Asrsemsnt is iR/enaea Rer 8ilall ae GeRslFUed te Greate an emf')leyer emf')leyee ,elalisRSRif'), a partnersAip. a joint 􀀧􀀱􀁥􀁮􀁬􀁾􀀧􀀸􀀮􀀠SF a joint enle'llfise Fe!atiensAill. er te all9'# IRe TowA 10 eKersise aissreiien eF Gentrel a'ler the prefessiona! manneF ar methaa in ....¢lish lAB PBS&J f')erforms IRe seNisss ....¢licR are IRS subjeGI m91leF of tRis A!lFeement; provided 91w9,,6 􀁨􀁡􀁜􀁜􀀧􀁥􀁾􀀧􀁳􀁆􀀠lila! tRs SBFllisBS la ae f')re'','isieR is not a paFt heresf. and IRe remainlns previsiens Ilereof shall remaiR in 􀁦􀁾􀀱􀁉􀀠foree aRa effect. IA lie\,l sf any lIIeeal. iR'lalia ar ynenforseatJ!e pro\'isien Rerein. lilere GRail Ile aaSes alltematically as a part of this .I\§fsement a pre'lisieR as similar In ils terms te sush iIIeeal. iA'{alig er \,Inenforeeaale pro<.'ision as may ee pessillie ans l3e leila!. 'Ialid am;! enfareeaele. TRe ri9hls ang remeeies pfe\';,oIed Il" IRis "''11. r-1Ow/J 􀁾􀁍􀀠􀁃􀁏􀀢􀀬􀀭􀁲􀁾􀀠1'&$ r 􀁥􀁎􀀢􀀧􀁉􀁜􀁬􀁾􀀠10 􀀺􀁰􀁥􀀧􀁆􀀭􀁦􀁏􀁾􀀠V-A. Signature: Grant Submittal NotHIcatlonl TWUA is currently reviewing possible funding options available through federal and state source•. Please check the box below ifyou are interested in participating in a grant application, rp Please provide me infurmation on the grant application process, and include my name in the submission of any joint grant application. I understand that TWUA cannot guarantee the availability offunding even though we may be included in a joint grant request. MEMORANDUM TO: Jim Pierce FROM: John Hill RE: Water System Vulnerability Agreement DATE: December 11, 2003 Jim, I have reviewed the Professional Service Agreement with PBS&J regarding the vulnerability assessment and have the following comments: 1. Section 3 -If I understood correctly, the amount to be paid to PBS&J (not to exceed $27,500 for Phase I and $3,500 for Phase II) includes all reimbursable costs. Therefore, delete ", plus reimbursable costs" at the end of the box which is checked ("Unit CostlTime Charges"). 2. Section 5 (a) Ifreimbursable costs are not to be paid, then all of the second paragraph and third paragraph should be deleted. (b) The last paragraph provides that the "PBS&J's services ... are limited to those described in Section 2 hereof (and Attachment A, if applicable) and do not include participation in or control over the operation of any aspect of the project." The "project", for purposes of this Agreement, is the vulnerability assessment (e.g., Section 12 refers to "the project described in Attachment A"). Therefore, delete this last paragraph as well. 3. Section 8 -The Town has used the language shown on the attachment with other professional service firms; suggest using this language. In addition, I would suggest adding to Section 8 an indemnity provision as shown on the attachment. 4. Section 11 -Amend as follows: "Neither the Client nor PBS&J will assign or transfer its interest in this Agreement without the prior written consent of the other. PBS,s:;J will not subcontract any of its. rights duties or obligations hereWlder without Client's prior written consent." 5. Section 12 -Amend as follows: "Client has the right, in its sole discretion. with or without cause. to suspend, cancel, tenninate or abandon the project described in Attachment A or the services of PBS&J herelUlder. In the event the project described in Attachment A, or the services of PBS&J called for under this Agreement, is/are suspended, canceled, terminated or abandoned by the Client, PBS&J shall be given at least least seven (7) days prior written notice of such action and shall be compensated for the professional services properly provided up to the Mr. Jim Pierce December 11,2003 Page20fS date of suspension, termination, cancellation or abandonment in accordance with the provisions of this Agreement for all such work performed up to the date of suspension, termination, cancellation or abandonment, inelllding reimbllfsable expenses." 6. Section 14 " Revise to read as follows: "Any reuse by the client or others of documents and plans that result form PBS&J's services under this agreement, for a plll;pose other than in connection ,vith the purpose for which PBS&J's work is being performed hereunder, shall be at the Client's or others' sole risk without liability to PBS&J." 7. Section 15 " Amend to add Addison to the waiver provision: "Any failure by PBS&J or client to require strict compliance with any provision of this contract shall not be construed as a waiver of such provisions, and PBS&J or client (as the case may be) may subsequently require strict compliance ant any time, notwithstanding any prior failure to do so." 8. Section 18 " Amend as follows: "This Agreement shall be governed by and construed according to the laws of the State (Texas) where the situs of the work is located (and, with respect to any conflict of law provisions, tlle parties agree that such conflict of law provisions shall not affect the application of the law of Texas, without reference to its conflict of law provisions, to the governing and construction of iliis Agreement). In the event of anv action under this Agreement, venue for all causes of action shall be instituted and maintained in Dallas Cotmty, Texas." 9. Section 20 -I read this Section to state that PBS&J wants to retain ownership over the work produced under ilie Agreement (ilie Section provides that all "plans" are the intellectual property of PBS&J and that iliey remain the "sole and exclusive property of PBS&J"). Section 19 gives ilie Town a "paid-up, non-transferable license to make or have copies made of any copyrightable materials delivered under this Agreement and specifically marked by PBS&J as 'Reproduction Reproduction Authorized'." Typically, the Town owns the work produced under such an agreement. 10. Attachment A (a) In the last paragraph on ilie first page, there is a reference ilie "Design Basis Threat", but that term is not defmed or used elsewhere in the Agreement, (b) The second paragraph on the second page states that a "comprehensive V A report will be prepared." I assume that the report will be in writing; suggest adding "in writing" after "prepared" at the end ofilie first sentence. Mr. Jim Pierce December 11, 2003 Page 3 of5 (c) The report to be prepared will be confidential information. Section 418.177 of the Govermnent Code provides as follows: "Sec. 418.177. CONFIDENTIALITY OF CERTAIN INFORMATION RELATING TO RISK OR VULNERABILITY ASSESSMENT. Information is confidential if the information: (1) is collected, assembled, or maintained by or for a govermnental entity for the purpose of preventing, detecting, or investigating an act of terrorism or related criminal activity; and (2) relates to an assessment by or for a govermnental entity, or an assessment that is maintained by a govermnental entity, of the risk or vulnerability of persons or property, including critical infrastructure, to an act ofterrorism or related criminal activity." Therefore, add a paragraph after the Phase II paragraph to read as follows: "Any and all reports, materials, data, surveys, information, or other work (together, 'Information') collected, prepared or produced by or for PBS&J pursuant to this Agreement is confidential and shall be held in strict confidence by PBS&J. PBS&J shall not, without the Client's written consent, disclose any such Information to any person or entity other than to PBS&J's employees legally bound to abide by the terms hereof and having a need to know such information in connection with PBS&J's performance of services hereunder, or use such information other than in connection with the performance of the services hereunder. In the event of PBS&J'g breach or threatened breach of this provision, Client shall be entitled to an injunction or restraining order obtained from any court having appropriate jurisdiction restraining PBS&! from any unauthorized use or disclosure of such Information, but such injunction or restraining order shall not limit the Client's right to seek any other remedy available to Client, whether at law or in eqnity or otherwise, in connection with such breach or threatened breach. The obligations set forth in this paragraph shall survive the expiration or termination termination ofthis Agreement." In addition, if upon completion the report is to be submitted to the City Council, the report should be provided in a closed session ofthe Council. II. Attachment I -Note that under "Procedures and Payments", the last sentence of the first paragraph provides that ifthe Town does not provide written notice to PBS&J within 20 working days after receiving an invoice that the invoice is incorrect or that additional information is needed, the Town has agreed that the invoice is correct and it is binding on the Town. 12. Add the following: "PBS&J shall perform the services hereunder and use its professional skill, judgment, and abilities as an independent contractor in accordance with its own methods, this Agreement, and the generally accepted standards of ordinary and reasonable skill and Mr. Jim Pierce December II, 2003 Page40f5 care usually exercised by reputable members of its profession performing the same or similar services at the time and locality PBS&J 's services are performed hereunder. PBS&J shall perform all work hereunder in a maaner satisfactory and acceptable to Client in accordance with such standard of care. PBS&J services consist of those services performed by the PBS&J, and its directors, officers, employees, agents, contractors, subcontractors, representatives, and consultants. Nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a partnership, a joint venture, or a joint enterprise relationship, or to allow the Town to exercise discretion or control over the professional maaner or method in which the PBS&J performs the services which are the subject matter of this Agreement; provided always however that the services to be provided by PBS&J shall be provided in a maaner consistent with all applicable standards and regulations goveming such services and with this Agreement. The employees and agents of, and the methods, equipment and facilities used by, PBS&J shall at all times be under PBS&J's s exclusive direction and controL" "For purposes of this Agreement, notices and all other communications provided for herein shall be in writing, addressed as provided hereinafter to the party to whom the notice or request is given, and shall be either (i) delivered personally, (ii) sent by United States certified mail, postage prepaid, return receipt requested, or (iii) placed in the custody of Federal Express Corporation or other nationally recognized carrier to be delivered overnight. Notice shall be deemed given: when received if delivered personally; forty-eight (48) hours after deposit if sent by mail; and twenty-four (24) hours after deposit if sent overnight by Federal Express or other nationally recognized carrier. For purposes of any notice to be given hereunder, the addresses of the respective parties are as follows: ToPBS&J: To Client: Town of Addison, Texas 5300 Belt Line Road Dallas, Texas 75254 Attn:----------------Attn: City Manager" "All obligations arising prior to the termination or expiration of this Agreement and all provisions of this Agreement allocating responsibility or liability between PBS&J and Client shall survive the cancellation, expiration or termination of this Agreement. Any rights and remedies either party may have with respect to the other arising out of the performance of services during the term of this Agreement shall survive the cancellation, expiration or termination of this Agreement." "If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof shall remain in full force and effect. In lieu Mr. Jim Pierce December 11, 2003 Page 5 of5 of any illegal, invalid or unenforceable provlSlon herein, there shall be added automatically as a part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. " "The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise." "This Agreement and each of its provisions are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any third person or entity." "The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect." Please let me know if you have any questions or comments or would like to discuss any ofthese items. cc: Mr. Ken Dippel Attachment to December II, 2003 Memo to Jim Pierce PBS&J shall procure and continuously maintain during the tenn of this Agreement insurance as follows: (a) Workers' Compensation insurance at statutory limits, including Employers' Liability coverage at minimum limits of $1 ,000,000 each occurrence each accidentl$I,OOO,OOO by disease each occurrence/$ I ,000,0000 by disease aggregate. (b) Commercial General Liability at combined single limits of at least $1,000,000 per occurrence and $1,000,000 general aggregate for bodily injury and property damage, which coverage shall include products/completed operations ($1,000,000 products! completed operations aggregate), and XCU (Explosion, Collapse, Underground) hazards, and contractual liability, Coverage for products/completed operations must be maintained for at least two (2) years after the construction work has been completed. Owner will be named as an additional insured with respect to the PBS&J's services perfonned under this Agreement. (c) Commercial Automobile Liability insurance at minimum combined single limits of $1,000,000 per-occurrence for bodily injury and property damage, including coverage for owned, non-owned and hired vehicles. (d) Professional Liability (Errors & Omission Insurance) with a limit of at least $1,000,000 per occurrence and annual aggregate on a claims-made basis. This coverage must be maintained for at least two (2) years after the Project is completed, A policy retroactive date equivalent to the inception date of this Agreement (or earlier) must be maintained during the full tenn of this Agreement. With reference to the foregoing msurance requirements, PBS&J's insurance policies shall comply with the following: .1 The Town of Addison, Texas shall be named as an additional insured with respect to all liability policies (except professional liability) . .2 All liability policies shall contain no cross liability exclusions or insured versus insured restrictions . .3 A waiver of subrogation in favor of the Town of Addison, Texas shall be be contained in the workers compensation and all liability policies . .4 Such insurance shall be maintained in full force and effect and shall not be canceled, altered or amended without thirty (30) days prior written notice baving first been furnished to the Town of Addison . . 5 All insurance policies, which name The Town of Addison as an additional insured, shall be primary and non-contributory . . 6 Required limits may be satisfied by any combination of primary and umbrella liability insurances, .7 PBS&J may maintain reasonable and customary deductibles, subject to reasonable approval by Owner . . 8 Insurance must be purchased from insurers that Owner. are fmancially acceptable to All insurance must be written on forms filed with and approved by the Texas Department of Insurance. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting the following: (i) sets forth all endorsements and insurance coverages according to requirements and instructions contained herein, and (ii) shall specifically set forth the notice-of-cancellation or termination provisions to the Town of Addison. PBS&J agrees to indemnify and hold harmless the Town of Addison, Texas, its officials, officers, employees, and agents from and against any and all damages, claims, causes of action, liabilities, lawsuits, demands, judgments, penalties, fines, harm, loss, cost or expense for any property damage or destruction and/or bodily injury, sickness, disease, or death, breach of contract, or other harm for which recovery of damages or any other form of relief (whether at law, in equity, or otherwise) is sought, to the extent caused by or resulting from any error, omission, negligence, gross negligence, or willful misconduct of PBS&J, it agents, directors, officers, employees, contractors, subcontractors, representatives, consultants, or affiliates, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, in connection with or in the performance of the services under this Agreement. The provisions of this paragraph shall survive the expiration or termination ofthis Agreement. _________________________________ _ Public Works I Engin_ring 16801 Weslgrove • P.O. Box 9010 Addison, Texas 75001·9010 Telephone: 1972) 450·2871 • Fax: (972) 450-2837 􀁾􀁈􀀴􀂣􀀮TO 􀁾If IAPyA1-rJr1 DATE 1').-10-0 3 I JOB NO. ... ATTENTION RE: //it.Mi/tt:( £ L 'h-dAJ Jl.L.I ..., J (, 􀁾􀀷􀀻ff ,-:/􀁾.. .... GENTLEMAN: WE ARE SENDING YOU #AltaChed o Under separate cover via ____􀁾􀁴􀁨􀁥following items: o Shop Drawings o Prints o Plans 0 Samples 0 Specifications o Copy of letter o Change order 0 _______________ COPIES DATE NO. DESCRIPTION i /A • ?fI<'lA. JA. .L f , THESE ARE TRANSMITTED as checked below:jft1.For approval 0 Approved as submitted o Resubmit _____ copies for approval o For your use 0 Approved as noted o Submit copies for distribution o As requested 0 Returned for corractions o Return corrected prints o For review and comment 0 o FOR BIDS DUE ______________ 19__ o PRINTS RETURNED AFTER LOAN TO US )1i1..J& :t J-􀁾􀀮􀀠Ok 􀁾􀁾􀁾􀁾􀀠􀁾􀁾􀀮􀀠COPYTO __________________ SIGNED: 􀁾􀀱If enclosures are not as as noted. please 􀁮􀁯􀁾􀀯􀁵􀁳at once. DATE SUBMITTED: November 26, 2003 FOR COUNCIL MEETING: December 9, 2003 Council Agenda Item: ___ SUMMARY: This item is for approval ofa Professional Service Agreement with PBS&J to perform a Vunerability Assessment ofthe Town's water system and suggest appropriate changes to our Emergency Response Plan. FINANCIAL IMPACT: Budgeted Amount: $35,000 Cost: $31,000 Source of Funds: Public Works Engineering Budget BACKGROUND: In September 2002, the Town received a letter from the U.S. Environmental Protection Agency (EPA) describing actions the Town of Addison must take in order to comply with the Bioterrorism Preparedness and Response Act (PL 107-188). The Act requires water systems serving a population of3,301 to 49,999, including Addison, to certify and submit a Vunerability Assessment of our water system by June 30, 2004. In addition, the Town must prepare a revision to our Emergency Response Plan that incorporates the results of the Vunerability Assessment, and certify the plan to EPA by December 31, 2004. Late last year the Public Works Department solicited statements ofqualifications from five selected firms that we thought would be interested in doing this work. Due to the unusual nature of this work, only two firms responded. We began negotiations with the top selected firm but were unable to come to what we thought was a reasonable price to do the work. Subsequently, we began negotiations with the second ranked firm (PBS&J) and were able to reach a satisfactory scope ofwork and price. A copy oftheir proposed Professional Service Agreement is attached. PBS&J is a national firm with a local presence and the resources to complete this project in a timely manner. PBS&J has performed in a very satisfactory manner on a previous project for the Town. RECOMMENDATION: Staff recommends that the City Manager be authorized to enter into a contract with PBS&J for an amount not to exceed $31,000 to perform a Vunerability Assessment of the Town's water system, and suggest appropriate changes to our Emergency Response Plan. AMENDMENT NO.1 PROFESSIONAL SERVICE AGREEMEMNT WATER SYSTEM VULNERABILITY ASSESSMENT ToV'm of Addison, Texas Delete Section 8. LIMIT OF LIABILITY in its entirety, and substitute the following: "Section 8. Insurance Requirements Professional Liability Insurance in the amount of not less than One Million Dollars ($1,000,000). Workman's Compensation insurance as required by Texas Law. Commercial general liability insurance against claims for bodily injury, death or property damage or destruction, with limits of liability of not less than One Million Dollars ($1,000,000.00) for anyone (1) occurrence and One Million Dollars ($1,000,000.00) general aggregate. Coverage must include contractual liability. Comprehensive automobile and truck liability (if motor vehicles to be used at project site), covering owner, hired, and non-owned vehicles, with minimum limits of One Million Dollars ($1,000,000.00) for anyone (1) occurrence for bodily injury and property damage. The policies shall be endorsed to provide that the the Town and its officers and employees shall be listed as additional insureds on the general liability and auto liability policies. Waiver of subrogation will be provided for the general liability and auto liability policies. Ail insurance policies are to be issued by an insurance company acceptable to the Town and authorized to do business in Texas and in the standard form approved by the board of insurance commissioners of Texas, and shall be endorsed to provide for at least 30 days advance written notice to the Town of a material change in or cancellation of a policy. Certificates of insurance, satisfactory to the Town, evidencing all coverage shall be furnished to the Town prior to execution of a contract, with complete copies of policies furnished to the Town upon request. The Town reserves the right to review and revise from time to time the types ofinsurance and limits ofliability required herein." Rev. 10100 Public Client PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT, made and entered into , by and between Post, Buckley, Schuh & Jernigan. Inc, (PBS&J) and the Client identified herein, provides for the Professional Services described under Item 2 of this Agreement. PHONE NUMBER: 􀁾􀀨􀀹􀁟􀀷􀁾􀀲􀀩􀁾􀀴􀁟􀀵􀁾􀁟􀀲􀁟􀀸􀁟􀀷􀀹􀁾________ CLIENT: Town of Addison FAX NUMBER: 􀁾􀁾􀁟􀁮􀁾􀀩􀁟􀀴􀁟􀀵􀀰􀁟􀀭􀀲􀁟􀀸􀁾􀀳􀀴__________ ADDRESS: CONTACT PERSON: _J_am_e_s_p_ie_rc_e______ P.O. Box 9010 Addison. Texas 75001·9010 PROJECT NUMBER: SHORT TITLE: Water System Vulnerability Assessment· 1. DESCRIPTION OF PROJECT SITE: Town of Addjson 2. SCOPE OF SERVICES TO BE PROVIDED BY PBS&J (If additional pages are necessary, they are identified as Attachment AI: See Attachment A 3. THE COMPENSATION TO BE PAID PBS&J for providing the requested services shall be (If additional pages are necessary, they are identified as Attachment B): D Direct personnel expense piUS a surcharge of ___ 'Yo" plus reimbursable costs.· D A Lump-Sum charge of $ ______, plus out-of-pocket expenses.· o Unit Cost/Time Charges identified in Attachment B.-fll!!!!; FsilRl.... rsall19 eel' t D Other -See Attachment B . • See explanation under Item 5 below. 4. IF PBS&J's SERVICES UNDER THIS AGREEMENT ARE DELAYED for reasons beyond PBS&J's control, the time of performance shall be adjusted appropriately. Except where the services provided are under a continuous service contract for more than one year, if the services under this Agreement are delayed for a period of more than one (1) year from the beginning date (as above provided), the fees shall be subject to renegotiation; any change in such fees shall apply only to the unfinished services as of the effective date of such change. IN WITNESS WHEREOF, this Agreement is accepted on the datewritlen abeve and subject to the terms and conditions set forth above. (SIGN WITH BALL POINT PEN) CLIENT: Town of Addison SIGNED: ___________________________ TYPED NAME: Ron Whitehead TYPED NAME: John R. Schenck TI1LE: City Manager DATE: TITLE: Senior Vice President DATE: 1\ I\;/03 Distribulion: Copy 1 􀁾􀀠PBS&J; Copy 2 -Client; Copy 3' 􀁾􀀠PBS&J Accounting SIGNED: 􀀮􀀮􀀻􀀮􀀮􀀭􀂥􀁾􀁬􀁓􀁯􀀼􀀭􀀼􀀺􀀺􀁬􀀢􀀢􀀭􀀮􀀮􀁊􀀮􀁦􀀾􀀦􀁾􀁾􀀽􀀭􀀭􀀭􀀭􀀭 Public Client Rev. 10/00 5. COMPENSATION: DIrect personnel expense shall be defined as: the cost 01 salaries and fringe benefit costs related to vacation, holiday, and sick leave pay; contributions for Social Security, Workers' Compensation Insurance, retirement benefits, and medical and insurance benefits; unemployment and payroll taxes; and other allowed benefits of those omployees direclly engaged in tho performance of the requested service, 6. INVOICE PROCEDURES AND PAYMENT: PBS&J shall submit invoices to the Client for work accomplished during eech calendar month. For services provided on a Lump Sum basis, the amount of each monthly invoice shall be determIned on the "percentage of completion method" whereby PBS&J will estimate tho percontage of the total work (provided on a Lump Sum basis) eccomplished during the invoicing period, Monthly invoices shaltlncludo, separately listed, any charges for services for which time charges and/or unit costs shall apply, Such invoices shall also include, separately separately listed, any charges for Professional Associates and reimbursable costs, Such invoices shall be submitted by PBS&J as soon as possIble after the end of the month In which the work was accomplished and shall be due and payable by the client upon receipt. The Client, as owner or authorized agent for the owner, hereby agrees that payment as provided herein will be made for said work within 30 days from the date the invoice for same Is mailed to tho Client at the address set out herein or Is otherwise delivered, and, In default of such payment, hereby agrees 10 pay all costs of collection, including reasonable attorney's fees, regardless of whether tegal action is initiated. The Client heroby acknowledges that unpaid invoices shall accrue interest at tho maximum retailed by law after thoy have been outstanding for over 30 days, PBS&J reserves the right to suspend all services on the Client's project without notice if an invoice remains unpaid 45 days after date of invoice. This suspension shall ramain ramain in effect until all unpaid invoices are paid in fun, [t Is understood and agreed that PBS&J's sorvices under this Agreement do not include participation, whatsoever, in any litigation. Should such services be required, a supplemental Agreement may be negollated between the Client and PBS&J describing the services desired and providing a basis for compensation to PBS&J. 1. COST ESTIMATES: Client hereby acknowledges that PBS&J cannot warrant that any cost estimates provided by PBS&J will nol vary from actual costs Incurred by the Client. _8 􀁾􀀽􀀡􀁒􀁾lAB!! 􀁾􀁾􀁩􀀧􀁯􀁦􀁾􀂥􀀬􀁾􀀡􀁾Ib;;i;,hR)XlIZ:t:::t'􀁪􀀮􀀺􀁕􀀵􀁃􀁻􀁾􀀺􀀺􀀻􀁪􀀺􀁾􀀺􀀻􀀣􀁾􀁩􀁴􀀱􀀩􀁏tile leeS paid OIide! tills 1 9. CONSTRUCTION SERVICES: If, under this Agreement, professional services are provided during the construction phase of the project, PBS&J shall not be responsible for or have control over means, methods, techniques, sequences, or procedures, or for safety precautions and programs In connection with the Work; nor shall PBS&J be responsible for the Contractor's failure to carry out the Work in accordanco with the Contract Documonts or for the Contractor's failure to comply with applicable laws, ordinances, rules or regulations. 10. INSURANCE: PBS&J shall at all times carry Workers' Compensation insurance as required by statute; commercial general liability insurance including bodily Injury and property damage; automobilo liability coverage; and professional liability coverage. Insurance certificates will be provided to the Client upon request. Client agrees to require that PBS&J be named as an additional insured on insurance coverages provided by contractors on the project. 11. ASSIGNMENT: Neither the Client nor PBS&J will assign or transfer its interest in this Agreement without the written consent of the other. 12. SUSPENSION, TERMINATION, CANCELLATION OR ABANDONMENT: In the event the project described in Attachment A, or the services of PBS&J called for under this Agreement, Is/are suspended, cancolled, terminated or abandoned by the Client, PBS&J shall be givan seven (7) days prior written notice of such action and shall be componsated for the professIonal services provided up to the date of suspension, termination, cancellation or abandonment in accordance with the provisions of this Agreement for all work performed up 10 the date of suspension, termination, cancellation or abandonment, including reimbursable expenses. 13. ENTIRETY OF AGREEMENT: This writing, including attachments and eddenda, if any, embodies the entire egreement and understanding between the parties hereto, and thoro are no other agreements and understandings, oral or written, with reference to the subject mailer hereof that are not merged herein and superseded hereby. No alteration, chenge or modification of the terms of this Agreement shall be valid unless made in writing signed by both parties hereto. 14. DOCUMENTS: Any reuse by the client or others of documents and plans that result from PBS&J's services under this agreement shall be at the Client's or others' sole risk wilhoulliability to PBS&J. 15. WAIVER: Any failure by PBS&J to require strict compliance with any provision of this contract shall not be construed as a waiver of such provision, and PBS&J may subsequenlly requiro strict compliance at any time, notwithstanding any prior failure to do so. 16. DISPUTE RESOLUTION; If a dispute arises out of or relates to this Agreement or Ihe breach thereof, the parties will attempt to settle the matter between themselves. If no agreement can be reached Ihe parties agree to use mediation with a mutually agroed upon mediator before resorting to a JudIcIal forum. The cost of a third party mediator will be shared equally by tho parties. In the event of litigation, the prevailing party will be entitled to reimbursement of all reasonable costs and attorneys' fees. The parties mutually agree that a similar dispute resolution clause will be contained In ell other contracts executed by Client concerning or related to this contract and all subcontracts executed by PBS&J. 17. HAZARDOUS WASTE, MATERIALS OR SUBSTANCES: Unless otherwise specifically provided in this Agreemont, PBS&J shall not be responsible for or have control over the discovery, presence, handling, removel, transport or disposel of hazer do us waste, materials or substances in any form on the project site. 18. GOVERNING LAW: This Agreement shall be governod by and construed according 10 the laws of the State where the situs of the work is located. 19. LIMITED COPYRIGHT LICENSE: PBS&J grants Client a paid-up, non-transferable, non-exclusive licenso to make or have made copies of any copyrightable materials delivered under this Agreement and specifically marked by PBS&J as "Reproduction 􀁁􀁵􀁴􀁨􀁯􀁲􀁩􀁺􀁥􀁤􀁾􀀮􀀠 20. INTELLECTUAL PROPERTY: With the sole eXceplion ofspeclfically marked reproducible materials subject to the Limited copyright License herein, all worldwide right, title and Interest in and to any and all Intellectual Property conceived, invented, authored or otherwise made by or on this Agreement shall remain the sole and exclusive property of PBS&J, its successors and assigns unless licensed or assigned by PBS&J pursuant to a separate written Instrument. The term "Intellectual Property shall be construed broadly to include all forms of intellectual property including without limitation all inventions, discoveries, designs, plans, improvements, trademarks, service marks and copyrights in drawings, computer programs, architectural works and in all other original works of authorshIp. ATIACHMENT-Scope of Services ATIACHMENT B-Compensation ADDENDA A (if required) ATTACHMENT A SCOPE OF SERVICES TOWN OF ADDISON WATER SYSTEM VULNERABILITY ASSESSMENT AND EMERGENCY RESPONSE PLAN UPDATE Phase I -Vulnerability Assessment PBS&J proposes to utilize a cost effective process to complete the VA for the Town _.-"ofAddison that will satisfy EPA requirements. The VA will be performance based, meaning that it will evaluate the risk to the utility system based on the effectiveness (performance) of existing and planned measures to counteract potential adversarial situations. The project approach will address the elements recommended in EPA guidelines including: (1) Characterization of the utility system, including its mission and objectives, (2) Identification and prioritization ofadverse consequences to avoid, (3) Determination ofcritical assets that might be subject to malevolent acts that could result in negative consequences, (4) Assessment ofthe likelihood ofidentified malevolent acts from adversaries, (5) Evaluation ofexisting countermeasures, including operational procedures and security policies, (6) Analysis of current risk and development of a prioritized plan for risk reduction. Prior to commencing work on-site, the PBS&r team will review available utility system maps, drawings, and data, in an effort to formulate an efficient project plan and schedule. This will include collecting information on existing infrastructure and systems, operational data, policies and procedures, and staffing. The assessment team will consist ofthe PBS&J persounel, as well as individuals from the Town ofAddison, such as the City Manager, the Director of Public Works, and representatives from the police and fire department, who are familiar with the facilities and existing emergency response plans. The project will begin with a team meeting and discussion with representatives of the pertinent departments, to develop an understanding of system operations and policies, and to gather information from law enforcement representatives and other first-responders. Missions, criteria, and priorities ofthe utility system will be established as a basis for development ofthe VA Information obtained will be used to develop the Design Basis Threat, which will serve as a benchmark that will be used throughout the evaluation process. Site visits ofall water utility facilities and systems will be conducted, during which time any potential risks and hazards will be noted. Existing secUl1ty features will be identified and reviewed for effectiveness. Following the compilation and review ofthe field data, the tearn will again assemble and be briefed. A comprehensive final V A report will be prepared. The report will provide background information on the VA process and explain its purpose, describe the various water utility facilities, address the threat assessment evaluation and site characterization methods and results, and describe existing security systems effectiveness. It will make general recommendations for security, consequence mitigation, and security recommendations for specific sites, systems, etc. Also included will be a prioritized plan ofaction with milestones, based upon recommended actions. As required, the report will recommend physical, operational, and procedural upgrades, and provide preliminary cost estimates. Because many water utilities are operated or administered by local govermnents, such as the Town ofAddison, they are subject to state disclosure laws. Information concerning the security ofwater utility systems is sensitive, and must be treated as confidential and stored in a secure place. Recommendations for the development of appropriate methods to protect security information and the results ofVA will be provided. Phase II -Emergency Response Plan Update It is our understanding that the Town ofAddison has an ERP that addresses water utility system situations. PBS&] proposes to assist in the updating ofthe existing plan to incorporate the results of the VA; specifically plans, procedures, and the identification of equipment that can be implemented or utilized in the event of a terrorist or other intentional attack. This task will also include providing information concerning actions, procedures, and identification ofequipment which can lessen the impact ofterrorist attacks or other intentional actions on public health and safety and the supply of drinking water. ATTACHMENT B COMPENSATION TOWN OF ADDISON WATER SYSTEM VULNERABILITY ASSESSMENT AND EMERGENCY RESPONSE PLAN UPDATE Phase I and Phase II Services. PBS&J proposes to perfOITIl Phase I and II of the project on a time and materials basis, with not to exceed fees of $27,500 and $3,500, respectively. The compensation to be paid PBS&J for providing Phase I and Phase II selVices shall be direct persoIlllel expense and equipment expense as defined on the attached Standard Rate Schedule (Attachment 1), plus reimbursable costs. Reimbursable costs shall be charged at actual costs plus an admiuistrative charge of 10% and shall be itemized and included in the invoice. The Town will be invoiced monthly according to the hours spent by the persoIlllel or equipment, although the total amount ofthe contract will not exceed the amounts described above without approval ofthe Town ofAddison. Additional Services. Compensation for any additional services requested by the Town ofAddison not covered by Attachment A will be on the same time and material basis as described above. , ; ... ATrACl:lMENT 1 STANDARD RATE SCHEDULE PERSONNEL: Personnel cost is reimbursed based on a multiplier of 2.5 applied to direct personnel expense. Direct personnel expense for each employee is based on the cost of salaries and fringe benefrt costs related to vacation, holiday, and sick leave pay; contributions for Social Security, Workers' Compensation Insurance, retirement benefits, and medical and insurance benefits; unemployment and payroll taxes; and other allowed benefits of those employees directly engaged in the parformance of the requested service. Ranges of hourly direct personnel expense by personnel classification are as follows: PrinCipal! Director $ 50.00 to $100.00 Senior Engineering Staff $ 29.00 to $ 85.00 Engineering Staff $ 19.00 to $ 55.00 Senior Scientist $ 23.00 to $ 70.00 Scientist $ 13.00 to $ 40.00 Senior Survey Staff $ 28.00 to $ 55.00 Survey Staff $ 15.00 to $ 31.00 Senior Technical Support $ 20.00 to $ 48.00 Technical Support $ 11.00 to $ 28.00 Lab Technicians $ 8.00 to $ 30.00 Senior Clerical! Administration $ 24.00 to $ 45.00 Clerical! Administration $ 9.00 to S 32.00 SURVEY FIELD CREWS: Survey field crews and equipment will be provided at the following fixed hourly rates: Two-man Field Crew $ 95.00 per hour Three-man Field Crew $120.00 per hour Four-man Field Crew $145.00 per hour Additional Rodman, Chainman, or Flagman $ 25.00 per hour G.P.S. Static Receivers $160.00 par day per receiver G.P.S. RTK System $400.00 per day There is no mileage charge when the job site is within 50 miles of the office from which the survey crew originates. OSHA 29 CFR 1910.120 certified field and office personnel aie available upon request at an edditional cost. REIMBURSABLE COSTS: Reimbursable costs include: fees of Professional Associates (whose expertise is required to complete the project) and out-of-pocket expenses, the cost of which shall be charged at actual costs plus an administrative charge as described in the contract and shall be itemized and included in the invoice, Typical out-of-pocket expenses shall include, but not be limited to, travel expenses (lodging. meals. etc.), job-related mileage at the prevailing Company rate, long distance telephone calls, courier, printing and reprcduction costs, and survey supplies and materials, In the event the raquested service involves the use of electronic measuring equipment, computers, plotters, and other special equipment such as boats, swamp buggies, etc., an additional direct charge shall be made for the use of this equipment. PRQCEDURESAND PAYMENTS: PBS&J shall submit invoices to the Client for work accomplished during each calendar month. For services provided on a Lump Sum basis, the amount of each monthly invoice shall be determined on the "percentage of completion method" whereby PBS&J will estimate the percentage of the total work (provided on a Lump Sum basis) accomplished during the invoicing period. Monthly invoices shall include, separately listed, any charges for services for which time charges and!or unit costs shall apply. Such invoices shall also include, separately listed, any charges for Professional Associates and reimbursable costs. Such invoices shall be submitted by PBS&J as soon as possible after the end of the month in which the work was accomplished and shall be due and payable by the Client upon receipt. The Client agrees that the monthly invoice from PBS&J is correct, conclusive, and binding on the Client unless the Client within twenty (20) working days from the date of receipt of such invoice, notifies PBS&J In writing of alleged inaccuracies, discrepancies, errors in the invoice, or the need for additional backup. The Client, as owner or authorized agent for the owner, hereby agrees that payment as provided herein will be made for said work within 30 days from the date the invoice for same is mailed to the Client at the address set out herein or is otherwise delivered, and, in default of such payment, hereby agrees to pay all costs of collection, including reasonable attomey'S fees, regardless of whether legal action is initiated. The Client hereby acknowledges that unpaid invoices shall accrUe interest at the maximum rate allowed by law after they have been outstanding for over 30 days, PBS&J reserves the right to suspend all services on the Client's project wHhout notice if an invoice remains unpaid 45 days after date of invoice. This suspension shall remain in effect until all unpaid invoices are paid in full. Central Region 1041201 Jim Pierce From: Forbes, Scott [WSForbes@pbsj.comJ Sent: Tuesday, December 09, 20032:02 PM To: Jim Pierce Cc: Daugherty, Clarence Subject: Proposed Insurance Language -PBS&J Water System Vulnerability Assessment Contract AMENDr4ENT I 12-9-03.doc Jim, I left you a voice mail a few minutes ago to let you know this e-mail was headed you way. Attached is a proposed amendment to our contract which deletes the "Limits of L.iability" section and replaces it with the enclosed "Insurance Requirements" section. The proposed Insurance Requirements is very similar to the language you provided Clarence Daugherty last week. We had our attorneys review the information from the Town and we are requesting that the proposed language be reviewed and accepted by the 􀁔􀁑􀁷􀁮􀁾􀀠A couple of items to point out, when comparing our proposed language to the fax we received from you last week: (1) the Town is asking for additional insureds on "all liability policies", We can only list the Town as an additional insured on general liability and auto liability policies. (2) We have deleted the work "agents!! for the additional insureds_ We have no way of knowing who might be within the definition of "agent" and would prefer that the term agent not be included as an additional insureds. (3) For the waiver of subrogation, we have included language to provide waiver of subrogation for general liability and auto coverages. We can provide the waiver for general and auto coverages, but not for professional liability. Also it is against our company's policy to grant it as to worker's compensation. Trent Slovak and I will be at the Council meeting tonight in case there are any questions we need to answer. If you have any questions or comments on the attached information, please contact me. Thanks. Scott Forbes, P.E. Senior Project Manager PBS&J 18383 Preston Road, Suite 500 Dallas, Texas 75252 972-81B-PBSJ (Main) 972-588-3144 (Direct) 972-380-2609 (Fax) wsforbes@pbsj.com www.pbsj.com «AMENDMENT 1 12-9-03.doc» 1 An employee-owned company November 13, 2003 Mr. James Pierce, Jr., P.E., DEE Assistant Director of Public Works Town ofAddison 16801 Westgrove Drive Addison, Texas 75001 RE: Town ofAddison Professional Service Agreement Water System Vulnerability Assessment Dear Mr. Pierce: Enclosed are two signed copies of our standard Professional Service Agreement to provide Professional Engineering Services for the Water System Vulnerability Assessment for the Town of Addison. Please note on the second page of the Professional Service Agreement that we have revised the reimbursable administrative charge from 18% to 10% and have initialed near the revision. Please have Mr. Whitehead initial near tbe revision on both copies of the agreement. After approval and execution of the agreement by the Town of Addison, please retam one copy of the Professional Service Agreement to our office for our files. Ifyou have any questions, please call me at 972-380-2605. Sincerely, " . .' ' ..' 􀀺􀁾􀁾􀀮􀀠, .,',CJ.,..Y'-'v-lL 􀁄􀁃􀁕􀁁􀀷􀁾􀀠􀀠. 􀁗􀁾Clarence T. Daugherty, P.E. Director ofMunicipal Services Enclosures K:\Tll\Proposals\Addison VA\Ltr to Jim Pierce t1-13-03.doc 5999 Summerside Drive, Suite 202 • Dallas, Texas 75252 • Telephone: 972.380.2605 • Fax: 972.380.2609 • www.pbsj.cvm HP LaserJet 3200se HP LASERJET 3200 OEC-4-2003 5:18PM Fax Call Report Job Date Time 405 121 412003 5: 17: 57PM Type Send Identification 99723802609 Duration 0:36 Jim Pier.c:. FtlmI:.." .........To: eli:: BubJld: ,n...--s_ WIlI\1I1mb rq.tlW01 􀁾􀀧􀁾􀀷􀁜􀀱􀁧􀁭􀁩􀁴􀀾􀁬􀁴􀀠 "\liln••d", 􀁾􀀢􀁴􀀻􀁮􀁴􀁴􀀠wbl.:h yell e&lll«t UoVie' on Tdd.y {pl4a... <±e!l --ll:ofudomd u.w.Utl" 1IlJi\lJt/UlC1l 1n UI 6.JN:IUA'! bt: ",.t 1..... tb&ll n,QOQ.()OO --lifo:c"'" """'i'..􀀢􀀢􀀢􀁴􀁬􀁾􀀠hlllunne. .. 􀁲􀁾􀁴􀁴􀁦􀁬􀁬􀀠by Taua la.1I __ em:u..rd&1 i"IHi"..l. Uuility inllu'Ule_ atdn.t cldu tor botlily 1..;u"1. dnth 1>1: P"O'Put:l' a_g. 4111 dutnt<'U_. with Hlldh tit U-Waq Ue1•• an to b .. illll=d by an 1n.llnn". "OII!P'ny • .::c:.publto to til. 'J'r .t hut 30 d&y. at\V!",c:. wdtt.ell notice to !;he 􀀧􀁯􀁾"t " ...Udlll dt"nqa in or eeftl;lall"tlot:> ot • 􀀢􀀢􀁕􀁾􀁬􀀢􀀠Cutin".t... 􀁯􀁾􀀠In.UUDCa. utl"tllctorl' til t.1I" TO"!'!. IrvWttl;:;lt\f 1111 <:,ovn.qe 8hdl b .. lut:nbhcd 'tQ the TOom pdor: to the ..u(:Iltlon of I COIIU"ct, .,ah I. INVOICE PROCEDURES AND PAYMENT: PBS&J shall submit invoices to the Clienl for work uCQ)ffipllshed dwing each calendar month. For Se(Vices provided on a lump Sum basis. the amount of each monthly lnvoice shall be determined on the 􀁾􀁰􀁥􀁲􀁣􀁥􀁮􀁴􀁡􀁧􀁥􀀠ofcompletion method" whereby PBS&J will estimate the percentage of the total work (proVided on e Lvmp Svm baSIS) eccomplished during the invoicing period. Monthly inW)lces shall include, separately listed, any charges for services for which time charges andior unit costs shall apply. SuCh Invoices shall also include, separately liSted, any charges for Professional Associates and reimbursable costs. SuCh invoices shaU be svbmitted by PBS&J as soon as posslbla after the end of the month in which the work was aceomplished and shall be dve and payable by the cliont upon receipt The Client, as owner or authori<:ed agent for the owner. hereby agrees that payment as provIded herein will be made for sald work within 30 days from Ihe date the invoice fOr same is mailed to Ihe Client at the address set out herem Of is otherwiSe £IeH>Jeted, anti, in deraul! of such payment, hereby agrees to pay arl costs of collectton, inCluding reasonable attorney's fees, regardless ofwheltler legal action is initialed. The Cl!ent hereby acknowledges that unpaid invoices shall accrue interest at the maximum retailed by law after they have been outstanding for over 30 days, PBS&J reserves the righ110 suspend all services on the Client's project without notice if an invoice remains unpaid 45 £lays after £late of inVOlCCL This suspension shall remain in effect until all unpaid invoices are paid in full. n Is understood and agreed that P6S&.rs services under IhlsAgreement do not include partlcipation, whatsoever, in any liUgation, Should such services be required, a supplemental Agreement may be negotiated between the Client and PBS&J describing the services desired and providing a basts for compensation 10 PBS&J. 7. COST ESTIMATES: Client hereby acknowledges that PBS&J cannot werrant that any cost estimates provided by PBS&J will not vary from actual costs incurred by Ihe Client 6. LIMIT OF LIABILITY: The Umit of liebllity of PBS&J to the Client for any cause or combination of ceuses shall be, In total amovnl. limited to the fees paid under this Agreement. 9, CoNSTRUCTION SERVICES: If. under this Agreement, profeSSional services are provided during the construction phase of 1M projee\:, PBS&J shall not be responsible for or have control over means, methods, techniques. sequences, or procodures, orfor safety precautions and programs In connection wi!h the Work; nOf shall PBS&J be responsible for the Contractor's failure to carry out the Work in accordance with the COntract Documents Of fOr the Conlractor's failure 10 POmply with applicable laws. ordinances, rules or regulations. 10. INSURANCE: PBS&J shall at all times call)' Workers' Compensation insurance as reqUired by statute; commetcia! generaillabilily insurance including bodily injury and property damage; automobile liabilily coverage; and professionalliabilily coverage. Insurance certiflcates wIll be provided to the Client upon request Client agrees 1(1 require that PBS&J be named as an additional lnsured on in$1Jrance coverages provided by contraclors on the projeet. 11. ASSrGNMENT: Neither the Client nor PBS&J will assign or transfer its interest in this Agreement withOut th& written consent oHhe other, 12, SUSPENSION, TERMtNATION, CANCELLATION OR ABANDONMENT: In the event the pro;ect described in Attachment A, Of the services of PBS&J called for under this Agreement, islare suspended. cancelled, terminated or abandoned by the Client. PBS&J shall be given seven Vi days prior written nollce of such action and shall be compensated for the professional services provided up to the date ofsuspension. termination, <::ancellalion or abandonment In accordance with the provisions (lr this Agreement for all work perlormed vp to Ihe dale ofsuspension, termination, cancellation or abandooment, inClUding reimbursable expenses, 13. ENTIRETY OF AGREEMENT: This writing, including attachmenls and addenda, if any, embod:es lhe entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral Q! written, with reference to the subject matter hereof that are not merged herein and superseded hereby, No afteration, change or mOdification of the terms of this Agreement shall be valid unless made in writing sIgned by both parties hereto, 14. DOCUMENTS: Any reuse by the Client er others of documents aoo plans that result from PBS&J's services under Ihis agreement shan be at the Client's or others' sole risk without liabilll:y to PBS&J. 15, WAIVER: ArrtfaUure by PBS&J to require strid compliance w1th any provision of this contract shaH not be construed as a waiver of such prOVision, and PBS&J may subSequently require striCt compliance at any time, notwithstandIng any prior failure to do so. 16. DISPUTE RESOLUTION: If a £Iispute arises out of or relates to this Agreement or the breach thereof, the parties wi!! altempt 10 setlfe the maHer between themselves. If no agreement can be reaChed the parties agree to use mediation with a mutually agreed upon medletor before resorting to a JUdicia! forum. The cost of a lhIf£l party mediator wi!! be shared equally by the parties. In the ovent of litigation, the prevemng perty will be entiUed to reimDursemenl of all reasoooble costs and attorneys' foos.. The parties mutually agree that that a similar dispute resolution clause will be contained in all olher contracts executed by Clion! conceming or related to this contract and all sutx;onlracts execute<:! by PBS&J, 1]. HAZARDOUS WASTE, MATERIALS OR SUBSTANCES: Unless otherwise specifically provided In Ihis Agreement. PBS&J shall not be responsible for or have control over the discovery, prosence, handling, removal, transport or dispose! of hazardous waste. materials or substances In any form cn thi) project sb, 18, GOVERNING LAW: ThIs Agreement shall be governed by and construed according to the laws of the State where !he situs of the work is located, 19. LIMITED COPYRIGHT LICENSE: PBS&J grants Clfen! a paW-up, non-transferable, non-exclusive license to make or have made copies of any copyrighlable materials delivered under this Agreement and SpecifiC3!1y marked by PBS&J es "Reproduction AuthQrized". 20. INTELLECTUAL PROPERTY: With the sole exception of specifically marked reproducible materials subject to the Umbd Copyright Ucense herein. all worldwide right, title and interest In and to any and all Intellectual Property CQtlteived, Invented, aulhored 01' othefwlse made by 01' on this Agreement shall remain the sole and exclusive property of PBS&J, its successors and assigns: unless licensed or assigned by PBS&J pvtSuant to a separate written instrument The {eon "Intellectual Property shall be construed broadly to Include alt fOlms of inte!lectual property Including without limitation all inventions, discoveries, designs, plans. Improvements, trademarks, service marks and copyrights. in dfawings, compvter progro'imS. architectural WQt1;,s and In all other original works ofauthorship. ATTACHMENT-Scope of Services ATTACHMENT B-Compensa!ion AQOENf)AA 􀀨􀁾􀁲􀁥􀁱􀁵􀁩􀁲􀁥􀁤 􀀩􀀠 ATTACHMENT A SCOPE OF SERVICES TOWN OF ADDISON WATER SYSTEM VULNERABILITY ASSESSMENT AND EMERGENCY RESPONSE PLAN UPDATE Phase I -Vulnerability Assessment PBS&J proposes to utilize a cost effective process to complete the VA for the Town ofAddison that will satisfy EPA requirements. The VA will be performance based, meaning that it will evaluate the risk to the utility system based on the effectiveness (performance) of existing and planned measures to counteract potential adversarial situations. The project approach will address the elements recommended in EPA guidelines including: (1) Characterization ofthe utility system, including its mission and objectives, (2) Identification and prioritization of adverse consequences to avoid, (3) Determination ofcritical assets that might be subject to malevolent acts that could result in negative consequences, (4) Assessment of the likelihood ofidentified malevolent acts from adversaries, (5) Evaluation ofexisting countermeasures, including operational procedures and security policies, (6) Analysis ofcurrent risk and development ofa prioritized plan for risk reduction. Prior to commencing work on-site, the PBS&J team will review available utility system maps, drawings, and data, in an effort to formulate an efficient project plan and schedule. This will include collecting information on existing infrastructure and systems, operational data, policies and procedures, and staffmg. The assessment team will consist ofthe PBS&J personnel, as well as individuals from the Town of Addison, such as the City Mansger, the Director ofPublic Works, and representatives from the police and fire department, who are familiar with the facilities and existing emergency response plans. The project will begin with a team meeting and discussion with representatives of the pertinent departments, to develop an understanding ofsystem operations and policies, and to gather information from law enforcement representatives and other first-responders. Missions, criteria, and priorities ofthe utility system will be established as a basis for development of the V A. Information obtained will be used to develop the Design Basis Threat, which will serve as a benchmark that will be used throughout the evaluation process. Site visits of all water utility facilities and systems will be conducted, during which time any potential risks and hazards will be noted. Existing security features will be identified and reviewed for effectiveness. Following the compilation and review ofthe field data, the team will again assemble and be briefed. A comprehensive final VA report will be prepared. The report will provide background information on the VA process and explain its purpose, describe the various water utility facilities, address the threat assessment evaluation and site characterization methods and results, and describe existing security systems effectiveness. It will make general recommendations for security, consequence mitigation, and security recommendations for specific sites, systems, etc. Also included will be a prioritized plan ofaction with milestones, based upon recommended actions. As required, the report will recommend physical, operational, and procedural upgrades, and provide preliminary cost estimates. Because many water utilities are operated or administered by local governments, such as the Town ofAddison, they are subject to state disclosure laws. Information concerning the security ofwater utility systems is sensitive, and must be treated as confidential and stored in a secure place. Recommendations for the development of appropriate methods to protect security information and the results ofV A will be provided. Phase II -Emergency Response Plan Update It is our understanding that the Town ofAddison has an ERP that addresses water utility system situations. PBS&J proposes to assist in the updating ofthe existing plan to incorporate the results ofthe VA; specifically plans, procedures, and the identification of equipment that can be implemented or utilized in the event of a terrorist or other intentional attack. This task will also include providing information concerning actions, procedures, and identification ofequipment which can lessen the impact ofterrorist attacks or other intentional actions on public health and safety and the supply ofdrinking water. ATTACHMENT B COMPENSATION TOWN OF ADDISON WATER SYSTEM VULNERABILITY ASSESSMENT AND EMERGENCY RESPONSE PLAN UPDATE Phase I and Phase II Services. PBS&J proposes to perfurm Phase I and II ofthe project on a time and materials basis, with not to exceed fees of$27,500 and $3,500, respectively. The compensation to be paid PBS&J for providing Phase I and Phase II services shall be direct personnel expense and equipment expense as defined on the attached Standard Rate Schedule (Attachment 1), plus reimbursable costs. Reimbursable costs shall be charged at actual costs plus an administrative charge of 10% and shall be itemized and included in the invoice. The Town will be invoiced monthly according to the hours spent by the personnel or equipment, although the total amount of the contract will not exceed the amounts described above without approval ofthe Town ofAddison. Additional Services. Compensation for any additional services requested by the Town ofAddison not covered by Attachment A will be on the same time time and material basis as described above. ATrACHMENT 1 STANDARD RATE SCHEDULE PERSONNEL: Personnel cost is reimbursed based on a multiplier of 2.5 applied to direct personnel expense. Direct personnel expense for each employee is based on the cost of salaries and fringe benefit costs related to vacation, holiday, and sick leave pay; contributions for Social Security, Workers' Compensation Insurance. retirement benefits, and medical and insurance benefits; unemployment and payroll taxes; and other allowed benefits of those employees directly engaged in the performance of the requested service. Ranges of hourly direc! personnel expense by personnel classification are as follows: Principal! Director $ 50.00 to $100.00 Senior Engineering Staff $ 29.00 to $ 85.00 Engineering Staff $ 19.00 to $ 55.00 Senior Scientist S 23.00 to $ 70.00 Scientist $ 13.00 to S 40.00 Senior Survey Staff $ 28.00 to S 55.00 SUlvey Staff S 15.00 to $ 31.00 Senior Technical Support $ 20.00 to $ 48.00 Technical Support S 11.00 to $ 28.00 Lab Technicians $ 8.00 to $ 30.00 Senior Clerical I Administration $ 24.00 to $ 45.00 Clerical! Administration $ 9.00 to $ 32.00 SURVEY FIELD CREWS: Survey field crews and equipment will be provided at the following fixed hourly rates: Two-man Field Crew $ 95.00 per hour Three-man Field Crew $120.00 per hour Four-man Field Crew $145.00 per hour Additional Rodman, Chainman, or Flagman $ 25.00 per hour G.P.S. Static Receivers $160.00 per day per receiver G.P.S. RTK System $ 400.00 per day There is no mileage charge when the job site is within 50 miles of the office from which the survey crew originates. OSHA 29 CFR 1910.120 certified field and office personnel are available upon request at an additional cost. REIMBURSABLE COSTS: Reimbursable costs include: lees of Professional Associates (whose expertise is required to complete the project) and out-of-pocket expenses, the cost 01 which shall be charged at actual ccsts plus an administrative charge as described in the contract and shall be itemized and included in the invoice. Typical out-aI-pocket expenses shall include, but not be limited to, travel expenses (lodging, meals, etc.), jOb-related mileage at the prevailing Company rate, long distance telephone calls, ccuner, printing and reproduction costs, and survey supplies and matertals. In the event the requested service involves the use of electronic measuring equipment, computers, plolters, and other special equipment such as boats, swamp buggies, etc" an additional direct charge shall be made for the use ofthis equipment. PROCEDURES AND PAYMENTS: PBS&J shall submit invoices to the Client for work accomplished during each calendar month. For services provided on a Lump Sum basis, the amount of each monthly invoice shall be determined on the "percentage of completion method" whereby PBS&J will estimate the percentage of the total work (provided on a Lump Sum basis) accomplished during the invoicing period. Monthly invoices shall include, separately listed, any charges for services for which time charges and!or unit costs shall apply. Such invoices shall also include, separately listed, any charges for Professional Associates and reimbursable costs. Such invoices shall be submitted by PBS&J as soon as possible after the end of the month in which the work was accomplished and shall be due and payable by the Client upon receipt. The Client agrees that the monthly invoice from PBS&J is correct, ccnclusive, and binding on the Client unless the Client within twenty (20) working days from the dale of receipl of such invoice, notifies PBS&J in writing of alleged inaccuracies, discrepancies, errors in the invoice, or the need for additional backup. The Client, as owner or authorized agent for the owner, hereby agrees that payment as provided herein will be made for said work within 30 days from the date the Invoice for same is mailed to the Client at the address set out herein or is otherwise delivered, and, in default of such payment, hereby agrees to pay all costs of collection, including reasonable attomey's fees, regardless of whether legal action is Iniliated. The Client hereby acknowledges that unpaid invoices shall accrue interest at the maximum rate allowed by law after they have been outstanding for over 30 days. PBS&J reserves the right to suspend all services on the Client's project without notice if an invoice remains unpaid 45 days after dale of invoice. This suspension shall remain In effect until all unpaid invoices are paid in full. Cenlral RegiM I 041201 ReI!. 10/00 Public Client PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT. made and entered into • by and between Post, Buckley, Schuh & Jernigan, Inc. (PBS&J) and the Client identified herein, provides for the Professional Services described under Item 2 of this Agreement. PHONE NUMBER: 􀁾􀀨􀀹􀁟􀀷􀁾􀁾􀁟􀀴􀁟􀀵􀀰􀁟􀀮􀀲􀁟􀀸􀁟􀀷􀀹__________ CLIENT: Town of Addison FAX NUMBER: 􀁾􀀨􀀹􀁟􀀷􀁾􀀲􀀩􀁟􀀴􀁟􀀵􀁾􀁟􀀲􀁟􀀸􀁟􀁾__________ ADDRESS: P.O. Box 9010 CONTACTPERSON:_Ja_m_e_s_Pi_eroe___________ 􀀸􀁁􀁾􀁤􀁤􀁾􀁩􀁳􀁾􀁯􀁾􀁮􀀬􀁾􀁔􀁾􀁥􀁾􀁸􀁡􀁾􀁳􀁊􀀷􀁾􀀵􀁩􀁬􀁬􀁑􀁑􀁾􀀱􀁾􀀮􀀹􀁩􀁬 􀁬􀁑􀁾􀀱􀀰􀁾􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀠PROJECT NUMBER: SHORT TITLE: Water System Vulnerability Assessment 1, DESCRIPTION OF PROJECT SITE: Town of Addison 2. SCOPE OF SERVICES TO BE PROVIDED BY PBS&J (If additional pages are necessary, they are identified as Attachment A): See Attachment A 3. THE COMPENSATION TO BE PAID PBS&J for providing the requested services shall be (If additional pages are necessary, they are identified as Attachment B): Direct personnel expense plus a surcharge of ____ %, plus reimbursable costs! A Lump-Sum charge of $ ___________, plus out-of-pocket expenses! o Unit CostfTime Charges identified in Attachment B, plus reimbursable costs! o Other -See Attachment B. * See explanation under Item 5 below. 4. IF PBS&J's SERVICES UNDER THIS AGREEMENT ARE DELAYED for reasons beyond PBS&J's control, the time of performance shall be adjusted appropriately. Except where the services provided are under a continuous service contract for more than one year, if the services under this Agreement are delayed for a period of more than one (1) year from the beginning date (as above provided), the fees shall be subject to renegotiation; any change in such fees shall apply only to the unfinished services as of the effective date of such change. IN WITNESS WHEREOF, this Agreement is accepted on the dale written above and subject to the terms and cendmons sel forth above. (SIGN WITH BAll POINT PEN) CLIENT: Town of Addison POST, BU SIGNED: 􀀭􀀮􀀺􀀺􀀺􀀺􀀴􀀱􀁲􀁜􀀱􀀾􀂥􀀭􀁾􀀺􀁳􀀮􀀬 􀀬􀁾􀁾􀁾􀁾􀀽􀀧􀀭􀀭􀀭􀀭􀀭SIGNED: _____________________________ TYPED NAME: Ron Whitehead TYPED NAME: ohn R. Schenck TITLE: City Manager TITLE: Senior Vice President DATE: DATE: q(O.(O-'!o-------Distri bution: Copy 1 PBS&J; Copy 2 • Client; Copy :1 • PBS&J Accounting Publlc Client Rev_ 10100 5, COMPENSATION: Direct personnel expense shaD be defined as: the cost of salaries and fringe benefit costs related to vacation, holiday, and sick leave pay; contributions for Social Security, Workers' Compensation Insurance, retirement benefits, and medical and Insurance banefils; unemployment and payroll taxes; and other allowed benefrts of those employees directly engaged In the performance of the roquested service. r:fY Reimbursable costs include: fees of Professional Associates (whoso expertise is required to completo the project) and 􀁯􀁵􀁴􀂷􀁯􀁦􀁾􀁰􀁯􀁣􀁫􀁥􀁴􀀠expenses, the cost of which shall be charged at actual costs plus an admlnis!ratlve charge 􀁏􀁾􀁤shall be itemized and induded in tho Invok:e. Typical out-of-pOCket eXpenses shall inCludo, but not be limited 􀁊􀀮􀁾􀁬􀀿􀁥􀁸􀁰􀁥􀁮􀁳􀁥􀁳􀀠(lodging, meals, etc.), JOb-related mileage at the prevailing Company rale, long distance telephono ealls, courter, printing and reproduction costs. and survey supplies and malerials, In the event the requested service involves the use of electronic measuring equipment, computers, plonero. and other special equipment such as boats, swamp buggies. etc., an additional direct charge shalr be made for \he use of this equipment. Ills understood and agreod that PBS&J's services under this Agreement are limited to thOse described in Item 2 hereof (and Attachment A, If appJicab!e) and do not Includo participation in or control over the Dpenll10n ot any aspect of the project Compensation under this Agreement does not includo any amount for participating in or controlling any such operation. 6. INVOICE PROCEDURES AND PAYMENT: PBS&J shall submit invoices to the Client for work accomplished during each calendar monfh_ For services provided on iii Lump Sum basis, tho amount of each monthly InvoIce shall be determined on the 􀁾􀁰􀁥􀁲􀁣􀁥􀁮􀁴􀁡􀁧􀁥􀀠Of complellM methOd' whereby PBS&J will estima!e the percentege of the total work {provided on a Lump Sum basis) aceompllshed during the invoicing period, Monthly invoices shall include, separately Ifsteel, any charges for services for which time charges and/or unit costs shall apply. Such invoices shall also Include, separately listed, eny charges for Ptofesskllla! Associates and reimbursable costs. Such invoices shall be submitted by pBS&J as soon as pOSSible after the end of the month in which the work was accomplished and shall bedue and payable by lhe client upon receipt Tho Client, as owner or authorized agent for the owner, hereby agrees that payment as provided heroin will bo made for said won.; within 30 days from the date the invoice for same is malled to the Client at the address set oul herein or is otherwise delivered, and. In default of such payment, hereby agrees to pay ell costs ofcollection, including reasonable allomey's feas, regardless of whether regal aclion Is Inltieted, The Cnent hereby acknowledgeS that unpaid Invoices shall accrue interest at the maximum retailed by law after they have beeo outstandiog fot over 30 days, PBS&J reserves the righl!O suspend all services on the Client's project without nolice if an invoice remains unpaid 45 days after date of invoice, This SUspension sha!! remain in effect until all unpaid Invo:ros ara paid In full. It Is understood and agreed thet PBS&j's 5etvices under this Agreement do not include participation, whatsoever, !n any litigation, Shauld such services be required, a supplemental Agreement may be negollated betweon the Client and PBS&J describing the services desired and prolriding a basis for compensation to PBS&J_ 7. COST ESTIMATES: Client hereby acknowledges that PBS&J cannot warrant that any cost estimates provided by PBS&J will not vary from actual costs incurred by the CllenL S. LIMIT OF liABILITY: The limit or !iabilUy or PBS&J 10 lhe Choot for any cause or combination ofcauses shall be, in tolal amount, limited to the fees paid under this Agreement. 9. CONSTRUCTION SERVICES: If, under this Agreement, professional servieas are provided during the construction phase of Ihe project, PBS&J shall shall nol be responsible for or have conttol over means, methods. techniques, sequences, or procedures, or fur safuty precautions and programs in connection with Ihe Work; nor shall PSS&J be responsible for the Contractor's failure to carry out the Work In accordance with the ConlIact Documents or for !he Contractor's failure (0 comply with applicable laws, ordinances, rules or regulations, 10. INSURANCE; PBS&J shall at all times carry Workers' Compensation lnsuranea as required by statute; commercial generallfablHty Insurance including bodily injury and property damage: automoblle liability coverage; and prorossionalliatmity coverage, Insurance certificates will be provided to the Client upon requesL 􀁃􀁬􀁩􀁥􀁮􀁾􀀠agrees to require that PBS&J be named as an additional insured on insurance coverages provided by contractors on the project. 11. ASSIGNMENT: Neither the Client nar PBS&J will assign or transfer Its interest in this Agreement without (he written consent of the olher. 12. SUSPENSION. TERMINATION, CANCELLATION OR ABANDONMENT: In the event the project descnbed in AtlachmentA, or the services of PBS&J called for under this Agreement, isfare suspended, cancelled, terminated or abandoned by !he Cllen!, PBS&J shall be given seven {7} days prior written notice of Sttd't acllon and shall be compensated for the proresslonal seNlces provided up to the date ot suspension, termInation, cancellation or abandonment In accordance with the provisions of this Agreement for all work performed up 10 the date of suspension, ierminat!on, eancellatlon or abandonment, Including reimbursable expenses. 1-3. ENTIRETY OF AGREEMENT: This Writing, inCluding 􀁡􀁴􀁴􀁡􀁣􀁨􀁭􀁾􀁮􀁴􀁳􀀠and addenda, if any, embodies the entire agreement and Uru:lers!al'lCling between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change Of modification of the terms of this Agreemenl shall be valid unless made in writing signed by both parties hereto. 14, DOCUMENTS: Any revse by the client or others of documents and plans that result from PSS&J's seNices under this agreement shall be at the Client's or 􀁯􀁬􀁾􀀧sole riSi<: withO"Jt liability to PBS&J. 15. WAIVER: Any faiture by PBS&J to require strict compfiance with any provision of !hIs cnntract shall not be construed as a waiver or such provision, and PBS&J may subsequently require strict compHence at any time. notwithstanding any prior failure to do so16. D1SPUTE RESOLUTION: If a dispute arises out of or relates to Ihis Agreement Of the breach thereof, the parties will attempt to settle the malter between themselves. If no agreement can be reached the parties agree to use mediation with a mutually agreed upon mediator before resorting 10 a judiclal forum. The cost of a third party mediator will be shared equally by the parties. In the event of litigation. the prevallll19 party will be entitled to reimbursement of all reasonable costs and attorneys' fees. The parties mttlually agree that a similar dispute resolution Clause wlH be eontalned in all other conlmCts executed by Client concerning or related to this contract and all subcontracts executed by PBS&J, 1]. HAZAROOUS WASTE. MATERIALS OR SUBSTANCES: Unless otherwise specifically provided in this Agreement, PBS&J shall not be responsible for or have conCrol over the discovory, presence, hendllng, removal, transport ot dispasal of hazardous waste, materials or substances in any fonn on the project site, 18. GOVERNING LAW: This Agreemant shall be governed by and construed according 10 tho laws of Ihe State where the silUs of !he work Is loeated. 19. LIMITED COPYRIGHT LICENSE: PBS&J grants Client a paid-up, non·lIansferable, non-exclusive license 10 make or have made copies of any copyrightable materials delivered under thIs Agreement and specifically marked by PBS&J as "Reproduction Authorizedft • 20, INTELLECTUAl PROPERTY: With the sole exception of specifically marKed reproducible materials subjact to the Umlted Copyright lfCense hereIn, all worldWide righl. title and lntereslln and to any and all Intellectual Property conceived, Invented, authored or otherwise made by or on this Agreement shall remain the sole and exclusive property of PBS&J, its successors and assigns unless licensed or assfgned by PBS&J pursuant to a separate woUen instrument. The term Hlntellectual Property shall be construed broadly to include all forms of intellectual property including without IImltallon alllnvenijoM, discoveries, designs, plans, Improvements. trademarkS, service marks and copyrights In drawings, computer programs, archltect