RE: PROFESSIONAL SURVEY & ENGINEERING SERVICES FOR THE DESIGN OF A 16 WATER REUSE PIPELINE FROM FM-730 & DICEY RD TO LAKE WEATHERFORD

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1 Baird, Hampton & Brown, Inc. Engineering & Planning Mr. James Hotopp Director of Water Utilities/City Engineer City of Weatherford P.O. Box 259 Weatherford, TX RE: PROFESSIONAL SURVEY & ENGINEERING SERVICES FOR THE DESIGN OF A 16 WATER REUSE PIPELINE FROM FM-730 & DICEY RD TO LAKE WEATHERFORD Dear Mr. Hotopp: Baird, Hampton & Brown, Inc. (BHB) is pleased to submit this letter proposal to the City of Weatherford (CITY) for providing professional services to provide topographic survey & easement preparation and design services for approximately 18,300 linear feet of 16 Water Reuse Pipeline and open channel from approximately the intersection of FM-730 and Dicey Road to Lake Weatherford in Weatherford, TX, hereinafter referred to as the PROJECT. This is the northern half of the proposed Water Reused Pipeline. The southern half of the line is to be surveyed and designed by a separate firm. Our proposed services are outlined in the following Scope of Work. SCOPE OF WORK Task 1 Alignment Study It is understood by BHB that the route for the northern portion proposed Water Reuse Pipeline that was recommend by the May 2014 Reuse System Preliminary Design and Alternatives Analysis Implementation Plan, prepare by Freese and Nichols, Inc. (FNI) of Fort Worth, TX begins at the intersection of FM-730 and Dicey Road an travels north along FM-730 to Indian Creek near the creek s crossing of West Lake Drive. There are however other potential alignments, including Fountain Quail s easements. BHB will: a. Coordinate with the CITY s engineer of the southern portion of the Water Reuse Pipeline and CITY Staff, b. Study potential routes with a connection to the southern portion of the Water Reuse Pipeline, c. Prepare a Letter Report with a recommendation of the proposed final route including assumptions, Engineer s Opinion of Project Cost (EOPC), and reasoning for the route recommend by BHB. A 50 wide strip along the northern portion of the alignment, approximately 3.5 miles, will be BHB s PROJECT AREA for this Scope of Work for Task 2 through 4.

2 Page 2 of 12 Task 2 Surveying a. Establish Survey Control BHB will establish survey control along the PROJECT s alignment. These control points will be established based on and tied to established CITY horizontal and vertical points. The horizontal control for the PROJECT will be established on the State Plane Coordinate System (NAD 83, NAVD 88) from CITY monuments if available. Control points will be established using GPS and or conventional surveying methods (at the discretion of BHB). b. Existing Underground and/or Overhead Utilities Utility owner s will be contacted by BHB on an as needed basis as determined by BHB, and requested to assist in locating existing utilities identified for the PROJECT. Above ground features of existing utilities within the limits of the PROJECT will be surveyed as noted below. The location of utilities between above ground features will be determined from visual inspection, utilities records, and/or from locations determined by the respective utility companies. c. Surveying for Engineering Design BHB will perform necessary (as determined by BHB) surveying operations for the complete design (as determined by BHB) of the PROJECT AREA as outlined in Task 1 of this Scope Of Work. Surveying shall include: i. Locate Public Right Of Way (ROW) or easements and topographically survey of visible surface features within 25-feet either side of the proposed alignment. Locate property corners sufficient to determine location of ROW or easements and any platted easement (recorded in Parker Count) that are within or crossing the project limits. ii. Topographic survey will include: 1. Concrete and asphalt flat work and pavement 2. Mail Boxes 3. Utility Poles 4. Sign Post 5. Water Valve Box Lids 6. Manhole Lids & Flow Lines 7. Manhole Inverts 8. Fire Hydrants 9. Curb Inlet Corners and Inverts 10. Fences / Walls and Decks 11. Significant Trees (Larger than 12 Diameter) 12. All Marked Utilities

3 Page 3 of 12 iii. Record elevation data at visible break lines and at a minimum of every 50 feet; and provide 1-ft elevation contours. iv. BHB will cooperate and coordinate with the CITY s Right Of Way (ROW) Agent. v. Right of entry is to be negotiated by BHB. d. Preparation of Easements Prepare legal description and exhibits for Permanent Easement and Temporary Construction Easements for the proposed Water Reuse Pipeline Easement. It is assumed that for each property which a Permanent Easement is required a Temporary Construction Easement will also be required. Thus each pair of Permanent and Temporary Construction Easements will count as one (1) for the purpose of this Sub-Task. Task 3 Design and Construction Documents BHB will conduct design and prepare construction documents as follows: a. Meetings. BHB will meet with CITY s Staff as follows: i. Predesign Meeting and conduct a walk of the proposed waterline alignment, ii. Concept and Schematic (30%) Review Meeting, iii. Preliminary (65%) Review Meeting, and iv. Final Design (95%) Meeting. v. BHB, if requested, will assist the CITY s Staff in meeting with property owners, City Council, Utility Board, Pre-Bid Meeting, Bid Opening Meeting, Pre-Construction Meeting and/or other meetings deemed necessary by the CITY Staff during the design phase of the project. vi. Review Bids and make a recommendation to the CITY regarding Contractors vii. A total of eleven (11) meetings are included in this Task. Additional meetings will be conducted at the BHB Hourly rate in effect at the time the service is rendered. A copy of the current hourly rates is found below. b. Project Management, Administration and Coordination i. BHB will establish and maintain PROJECT schedules and budgets, develop monthly progress reports, prepare invoices, and meet with other entities on an as needed basis for the duration of the PROJECT s design. ii. BHB will establish a work program and schedule for each sub-consultant, if any, at the beginning of the each phase/section of the PROJECT. BHB will be responsible for the coordination, supervision, review and incorporation of work performed by sub-consultants. iii. BHB will cooperate and coordinate with the CITY s Right Of Way (ROW) Agent and the CITY s Engineer of the southern portion of the Water Reuse Pipeline. iv. Right of entry for Survey crews is to be negotiated by BHB.

4 Page 4 of 12 c. Data Collection i. BHB will collect, compile and evaluate existing data collected from the CITY, or other entities that supply needed existing information for the design of the PROJECT. ii. Texas 811 (DigTess) will be notified by BHB prior to beginning the survey. Utilities identified by paint or pin flags on the ground will be included in the survey data collected. iii. A location map/schematic, prepared by BHB, will be provided to utility companies to show approximate location of their facilities which are or may be affected by the PROJECT. iv. BHB will solicit Record/As-Built Drawings and/or future plans for the following facilities in the PROJECT AREA: 1. Roadways 2. Waterlines 3. Sanitary Sewer Lines 4. Storm Drain Lines 5. Telephone Underground and/or Overhead Lines 6. Electric Underground and/or Overhead Lines 7. Natural Gas Lines. v. BHB will identify potential utility conflicts and provide this information to the utility companies concerned. d. BHB will prepare 30% Concept Schematic Design Plans BHB will prepare a Plan View Schematic Design of the PROJECT as follows: 1. Proposed Water Line layouts, dimensions and other pertinent information will be presented over aerial photographs. 2. Proposed improved Stream Crossing of West Lake Drive. 3. Existing ROW and Easements will be noted, and proposed Waterline Easements identified. 4. An Engineer s Opinion of Probable Cost (EOPC) will be prepared. 5. Three (3) copies of Schematic Plan and EOPC will provided to the CITY. 6. A copy of the Schematic Plan will be provided to the affected utilities. e. Construction Documents. BHB will provide civil engineering, design, and CADD drafting required for the preparation of Civil Plans and Bid Documents for the PROJECT as follows:

5 Page 5 of 12 i. Preliminary Design Plans (65%) 1. BHB will incorporate CITY comments from Schematic Design Plan review. 2. Develop dimensioned Waterline layout over actual field survey. 3. Plans and profile of the waterline shall be at 1 = 20 horizontal. 4. Update the Engineer s Opinion of Probable Cost (EOPC). 5. Three (3) copies of Preliminary Plan and EOPC will provided to the CITY. 6. Submit a copy of the Preliminary Plan to the affected utilities. ii. Final Design Plans (95%) 1. Final Plans will be prepared once CITY has obtained required Easements and Right Of Ways. 2. BHB will incorporate CITY comments from Preliminary Design Plans (65%) review. 3. Complete Waterline Plans. 4. Plan and profile of proposed improved West Lake Drive Stream Crossing. The proposed stream crossing will not be able to convey the 100-year storm event without overtopping West Lake Drive as Lake Weatherford s backwater over tops West Lake Drive. 5. Prepare Construction Details. 6. Prepare Project Specifications and Contract Documents. 7. Update the Engineer s Opinion of Probable Cost (EOPC). 8. Three (3) copies of Final Plan, Construction Documents, and EOPC will be provided to the CITY. 9. Submit a copy of the Final Plan to the City and the affected utilities. iii. Final Bid Documents iv. Record Drawings 1. BHB will incorporate CITY comments from Final (95%) Design Plan review. 2. Provide the CITY twenty (20) sealed copies of the Construction Documents and full size Construction Plans, and one (1) copy of pdf of the sealed documents on a CD. 3. Update the Engineer s Opinion of Probable Cost (EOPC) and provide a copy of it to the CITY. 4. Submit a copy of the approved sealed Construction Plans to the affected utilities. 5. Answer questions from contractors and suppliers regarding Bid Documents. 6. If requested BHB will attend and or conduct a pre-bid meeting. 7. If requested BHB will review bids and make recommendations to the bids 1. Conduct, in company with CITY, a final review of the Project for conformance with the design concept of the Project and general compliance with the Contract Documents.

6 Page 6 of 12 CITY FURNISHED INFORMATION 2. Revise the construction drawings in accordance with the information furnished by the CITY and Construction Contractor(s) reflecting changes in the Project made during construction. Provide the CITY a hard copy of the Record Drawings. The design by BHB will be in accordance with the current CITY and TCEQ criteria and guidelines. The CITY will be required to furnish: a. Any existing data the CITY has concerning the PROJECT. b. Any As-Built plans for existing streets, drainage facilities, water lines, sanitary sewer mains, etc... c. BHB will cooperate and coordinate with the CITY s Right Of Way (ROW) Agent and the CITY s Engineer for the southern portion of this Water Reuse Pipeline. d. The City is to give prompt notice to BHB whenever CITY observes or otherwise becomes aware of any development that affects the scope or timing of BHB s services. ASSUMPTIONS a. Any additional work not specifically included in the above Scope of Work will be accomplished as an additional service under a separate written agreement with the CITY, to be negotiated at the time the work is requested b. We understand that the entire project will be designed at one time; no phasing of design has been included. c. This proposal does not include any structural (foundation) or architectural design services for the PROJECT. d. This proposal does not include submittal of plans to the TDLR for review of Architectural Barriers Texas Accessibility Standards (TAS). e. This proposal does not include review fees of any kind from city, state, federal or other sources, such fees are the responsibility of the CITY. f. Aside from the approximately 3.48 miles of 16 waterline specifically covered by Task 3, this proposal does not include any relocation or extension of public/private utility main lines, natural gas or power lines. g. This proposal does not include a Storm Water Pollution Prevention Plan (SWP3) which may be required. h. This proposal does not include submittals to FEMA or the TCEQ. i. This proposal does not include material testing during the construction phase of the PROJECT. j. This proposal does not include Construction Administration. k. This proposal does not include Construction Services outside of those specifically listed in Task 3.

7 Page 7 of 12 ADDITIONAL SERVICES A partial list of additional services offered by BHB but not included in the proposal include: a. Flood Studies of Stream Crossings b. Material Testing during the construction phase of the PROJECT c. ROW acquisition d. Water system modeling COMPENSATION The CITY is responsible for 100% of all CITY approved non-labor, subcontract, and other direct expenses for all professional services rendered under this agreement plus a 10% administrative/processing fee. Examples of non-labor, subcontract, and other direct expenses shall include geotechnical investigations, outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the BHB corporate office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members. The Lump Sum and Budgetary numbers provided in the following table include all currently anticipated sub-consultants, administrative/processing fees, reproduction and travel charges for the work specified in the above Scope Of Work. Upon execution of this agreement BHB is authorized to commence work on each Task the CITY initials and dates on the Table below, and agrees to the following COMPENSATION: Task Initials Description Compensation 1 Alignment Study Not to exceed $11,400 2a-c Topographic / Design Survey Not to exceed $50,275 2d Preparation of Easement Exhibits $1,200 per Easement with a budgetary cost of $28,800 3 Design and Construction Documents Not to exceed $157,700

8 Page 8 of 12 PROJECT SCHEDULE The attached Exhibit B outlines a 26 week or 6-month schedule for completion of construction documents for the PROJECT from Notice to Proceed. There are circumstances outside the control of BHB such as the granting Right Of Entry (ROW), CITY review, and weather which may impact this schedule. BHB is dedicated to meet this schedule and will keep the CITY informed of any conditions that may alter the schedule as they arise. NOTICE TO PROCEED We appreciate this opportunity to submit this proposal. If additional information or clarification is desired, please do not hesitate to contact me by phone at (817) or by at Shannon@bhbinc.com. If you are in agreement with the services described above and wish for BHB to proceed with this assignment, please initial all pages of this agreement, sign below and return one copy of the agreement for our files. Once a signed copy of this letter of proposal is received by BHB work will be authorized and will begin. Respectfully, BAIRD, HAMPTON & BROWN, INC. CITY Shannon L. Nave, P.E., CFM. Principal By: Title: Date: Phone: City of Weatherford _ Address: Address:

9 Page 9 of 12 GENERAL CONDITIONS THE GENERAL CONDITIONS HEREIN ARE MADE A PART OF THE AGREEMENT BETWEEN BAIRD, HAMPTON & BROWN, INC., HEREIN AFTER REFERRED TO AS BHB AND CITY OF WEATHERFORD., HEREIN AFTER REFERRED TO AS CITY. Services under this agreement will be performed in a manner consistent with that level of care and skill ordinarily exercised by members of this profession currently practicing in the same locality under similar conditions. No other representation, expressed or implied, and no warranty or guarantee is included or intended. Baird, Hampton & Brown, Inc. shall not be responsible for Contractor s failure to construct the work in accordance with the Contract Documents. COMPENSATION Compensation to BHB for the basic services shall be as described in the agreement. If BHB sees the Scope of Services Changing so that additional services are needed, BHB will notify the CITY for approval before proceeding. Additional Services shall be computed based on the BHB hourly rate schedule as shown below: Engineering: Engineering & Management - Principal Project Management Engineering Senior PE Landscape Architectural Services Engineering Services PE Engineering Services EIT Design Services Senior Designer Design Services Designer CAD / Drafting Services $ hr. $ hr. $ hr. $ hr. $ hr. $ hr. $ hr. $ hr. $ hr. Clerical Services Surveying: Surveying Services Senior RPLS Surveying Services RPLS CAD/Tech. Survey Services Sr. Tech. CAD/Tech. Survey Services Land Surveying Research Field Surveying 1 Person Crew Field Surveying 2 Person Crew GIS Technical Services $ hr. $ hr. $ hr. $ hr. $ hr. $ hr. $ hr. $ hr. $ hr. The hourly rate schedule will be adjusted annually. Baird, Hampton & Brown, Inc. reserves the right to determine the project team arrangement and / or crew size and equipment usage for each project, allowing us to utilize our experience to maximize project efficiency and production. The standard workday includes travel time to and from Baird, Hampton & Brown, Inc. s office. Variation in work time, to include weekends, holidays or overtime must be agreed to in writing before working. A minimum of two (2) hours of survey crew time will be billed for each scheduled site visit. We require two (2) working days notice when scheduling additional work. DIRECT EXPENSES - Direct expenses are reimbursed at actual cost times a multiplier of They include any review or permit fees paid by BHB, outside printing and reproduction expenses, travel, transportation, and subsistence away from the DFW Metroplex and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, tests, and other work to be done by independent persons other than staff members. Travel will be reimbursed at $0.585 per mile or the current reimbursement rate allowed by the IRS at the time of this agreement. ENGINEERS OPINION PROBABLE CONSTRUCTION COST - In providing Engineers Opinion of Probable Construction Cost (EOPC), the CITY understands that BHB has no control over the cost or availability of labor, equipment or materials, or over market conditions or the Contractor's method of pricing, and that BHB's EOPCs are made on the basis of BHB's professional judgment and experience. BHB makes no warranty, express or implied, that the bids or the negotiated cost of the Work will not vary from BHB's EOPCs. BHB will make reasonable efforts to facilitate and coordinate the LEED certification for the Project, subject to scope of services, terms and provisions of this Agreement. BHB cannot, however, guarantee LEED certification or the actual performance of the building based on BHB's design drawings, specifications, or resource use or consumption modeling for the Project, nor can it guarantee certain performance levels anticipated through the LEED-certification process. AMERICANS WITH DISABILITIES ACT TEXAS DEPARTMENT OF LICENSING AND REGULATION ARCHITECTURAL BARRIERS Unless specifically included within BHB s proposed scope of work, the project Architect, CITY and/or Owner are responsible for the timely project registration, and submittal of the issued/sealed for construction engineering plans prepared by BHB and/or its sub-consultants, per Government Code, Chapter 469, Subchapter C, Section &

10 Page 10 of 12 LANDSCAPE ARCHITECTURE STATEMENT OF JURISDICTION - The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons registered as landscape architects in Texas. The TBAE may be contacted at 333 Guadalupe, Suite 2-350, Austin, TX or PO Box 1237, Austin, TX 78711; Telephone VERIFICATION OF EXISTING CONDITIONS - Inasmuch as the remodeling and/or rehabilitation of the existing structure requires that certain assumptions be made by BHB regarding existing conditions, and because some of these assumptions may not be verifiable without the CITY's expending substantial sums of money or destroying otherwise adequate or serviceable portions of the structure, the CITY agrees to bear all costs, losses and expenses, including the cost of the Consultant's Additional Services, arising from the discovery of concealed or unknown conditions in the existing structure. DURATION OF AGREEMENT - This proposal assumes that the total duration of the project, including design, construction, commissioning and certificate of occupation will not exceed 24 months. If this project continues longer than 24 months and BHB is required to provide engineering services, then services will be payable as additional services. PAYMENT DUE. Invoices will be submitted based upon the work performed during the billing period and are due upon presentation and shall be considered past due if not paid within 30 calendar days of the due date. INTEREST. If payment in full is not received by BHB within 90 calendar days of the due date, invoices shall bear interest at one percent of the past due amount per month, which shall be calculated from the invoice due date. Payment thereafter shall first be applied to accrued interest and then to the unpaid principal. COLLECTION COSTS. If the CITY fails to make payments when due and BHB incurs any costs in order to collect overdue sums from the CITY, the CITY agrees that all such collection costs incurred shall immediately become due and payable to BHB. Collection costs shall include, without limitation, legal fees, collection agency fees and expenses, court costs, collection bonds and reasonable BHB staff costs at standard billing rates for BHB's time spent in efforts to collect. This obligation of the CITY to pay BHB's collection costs shall survive the term of this Agreement or any earlier termination by either party. SUSPENSION OF SERVICES. If the CITY fails to make payments when due or otherwise is in breach of this Agreement, BHB may suspend performance of services upon seven calendar days' notice to the CITY. BHB shall have no liability whatsoever to the CITY for any costs or damages as a result of such suspension caused by any breach of this Agreement by the CITY. Upon payment in full by the CITY, BHB may choose to resume services under this Agreement, and the time schedule and compensation shall be equitably adjusted to compensate for the period of suspension plus any other reasonable time and expense necessary for the Consultant to resume performance. TERMINATION OF SERVICES. If the CITY fails to make payment to BHB in accordance with the payment terms herein, this shall constitute a material breach of this Agreement and shall be cause for termination of this Agreement by BHB. SET-OFFS, BACKCHARGES, DISCOUNTS. Payment of invoices shall not be subject to any discounts or set-offs by the CITY unless agreed to in writing by BHB. Payment to the Consultant for services rendered and expenses incurred shall be due and payable regardless of any subsequent suspension or termination of this Agreement by either party. PERMITS AND APPROVALS - BHB shall assist the CITY in applying for those permits and approvals required by law for projects similar to the one for which BHB's services are being engaged. This assistance shall consist of completing and submitting forms to the appropriate regulatory agencies having jurisdiction over the construction documents and other services normally provided by BHB and included in the Scope of Services of this Agreement. This assistance does not include, however, special studies, special research, attendance at more than 2 meetings with public authorities, special testing or special documentation not usually and customarily required for this type of project. BHB will provide such special services as Additional Services as authorized in writing by the CITY in accordance with the compensation provisions of this Agreement. INFORMATION PROVIDED BY OTHERS - The CITY shall furnish, at the CITY's expense, all information, requirements, reports, data, surveys and instructions required by this Agreement. BHB may use such information, requirements, reports, data, surveys and instructions in performing its services and is entitled to rely upon the accuracy and completeness thereof. BHB shall not be held responsible for any errors or omissions that may arise as a result of erroneous or incomplete information provided by the CITY and/or the CITY s consultants and contractors. DEFINITION OF HAZARDOUS MATERIALS - As used in this Agreement, the term hazardous materials shall mean any substances, including without limitation asbestos, toxic or hazardous waste, PCBs, combustible gases and materials, petroleum or radioactive materials (as each of these is defined in applicable federal statutes) or any other substances under any conditions and in such quantities as would pose a substantial danger to persons or property exposed to such substances at or near the Project site. HAZARDOUS MATERIALS SUSPENSION OF SERVICES - Both parties acknowledge that BHB's scope of services does not include any services related to the presence of any hazardous or toxic materials. In the event BHB or any other person or entity CITY 1901 Martin Drive, Suite 100, Weatherford, Texas Tel: shannon@bhbinc.com

11 Page 11 of 12 involved in the project encounters any hazardous or toxic materials, or should it become known to BHB that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of BHB's services, BHB may, at its sole option and without liability for consequential or any other damages, suspend performance of its services under this Agreement until the CITY retains appropriate qualified consultants and/or contractors to identify and abate or remove the hazardous or toxic materials and warrants that the jobsite is in full compliance with all applicable laws and regulations. HAZARDOUS MATERIALS INDEMNITY - The CITY agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to indemnify and hold harmless BHB, its officers, partners and employees from and against any and all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys' fees and defense costs arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on, about or adjacent to the Project site, whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability, regulatory or any other cause of action, except for the sole negligence or willful misconduct of BHB. JOBSITE SAFETY - Neither the professional activities of BHB, nor the presence of BHB or its employees and sub consultants at a construction/project site, shall impose any duty on BHB, nor relieve the General Contractor of its obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with the Contract Documents and any health or safety precautions required by any regulatory agencies. BHB and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures. The CITY agrees that the General Contractor shall be solely responsible for jobsite and worker safety and warrants that this intent shall be carried out in the CITY's contract with the General Contractor. The CITY also agrees that the General Contractor shall defend and indemnify the CITY, BHB and BHB's sub consultants. CONSTRUCTION OBSERVATION - BHB will visit the site at intervals stated within this Agreement, in order to observe the progress and quality of the Work completed by the Contractor. Such visits and observation are not intended to be an exhaustive check or a detailed inspection of the Contractor's work but rather are to allow BHB to become generally familiar with the Work in progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. Based on this general observation, BHB shall keep the CITY informed about the progress of the Work and shall advise the CITY about observed deficiencies in the Work. If the CITY desires more extensive project observation or full-time project representation, the CITY shall request that such services be provided by BHB as Additional Services in accordance with the terms of this Agreement. BHB shall not supervise, direct or have control over the Contractor's work nor have any responsibility for the construction means, methods, techniques, sequences or procedures selected by the Contractor nor for the Contractor's safety precautions or programs in connection with the Work. These rights and responsibilities are solely those of the Contractor in accordance with the Contract Documents. BHB shall not be responsible for any acts or omissions of the Contractor, any subcontractor, any entity performing any portions of the Work or any agents or employees of any of them. BHB does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations. SHOP DRAWING REVIEW - BHB shall review and approve or take other appropriate action on the Contractor submittals, such as shop drawings, product data, samples and other data, which the Contractor is required to submit, but only for the limited purpose of checking for conformance with the design concept and the information shown in the Construction Documents. This review shall not include review of the accuracy or completeness of details, such as quantities, dimensions, weights or gauges, fabrication processes, construction means or methods, coordination of the work with other trades or construction safety precautions, all of which are the sole responsibility of the Contractor. BHB's review shall be conducted with reasonable promptness while allowing sufficient time in BHB's judgment to permit adequate review. Review of a specific item shall not indicate that BHB has reviewed the entire assembly of which the item is a component. BHB shall not be responsible for any deviations from the Construction Documents not brought to the attention of BHB in writing by the Contractor. BHB shall not be required to review partial submissions or those for which submissions of correlated items have not been received. CERTIFICATIONS, GUARANTEES AND WARRANTIES - BHB shall not be required to sign any documents, no matter by whom requested, that would result in BHB's having to certify, guarantee or warrant the existence of conditions whose existence BHB cannot ascertain. The CITY also agrees not to make resolution of any dispute with BHB or payment of any amount due to BHB in any way contingent upon BHB's signing any such certification. CITY 1901 Martin Drive, Suite 100, Weatherford, Texas Tel: shannon@bhbinc.com

12 Page 12 of 12 OWNERSHIP OF INSTRUMENTS OF SERVICE - All reports, drawings, specifications, computer files, field data, notes and other documents and instruments prepared by BHB as instruments of service shall remain the property of BHB. BHB shall retain all common law, statutory and other reserved rights, including, without limitation, the copyrights thereto.]] RECORD DOCUMENTS - Under the basic scope of this work, BHB shall not provide Record Documents for this project based upon the marked-up record drawings, addenda, change orders and other data furnished by the Contractor or other third parties. These Record Documents may be provided as an added scope to this project at the hourly rates stated herein and may show significant changes made during construction. Because these Record Documents will be based on unverified information provided by other parties, which BHB is entitled to assume it will be reliable, BHB cannot and does not warrant their accuracy. MEDIATION - In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion of the Project, the CITY and BHB agree that all disputes between them arising out of or relating to this Agreement or the Project shall be submitted to nonbinding mediation. The CITY and BHB further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the Project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with their subcontractors, sub consultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution among the parties to all those agreements. ASSIGNMENT Neither party to this agreement shall transfer, sublet, or assign any rights or duties under or interest in this Agreement, including, but not limited to monies that are due or monies that may be due, without the prior written consent of the other party. Subcontracting to sub consultants, normally contemplated by the Consultant as a generally accepted business practice shall not be considered an assignment for the purposes of this Agreement. TERMINATION - In the event of termination of this Agreement by either party, the CITY shall within fourteen calendar days of termination pay BHB for all services rendered and all reimbursable costs incurred by BHB up to the date of termination, in accordance with the payment provisions of this Agreement. The CITY may terminate this Agreement for the CITY's convenience and without cause upon giving BHB not less than seven calendar days' written notice. Either party may terminate this Agreement for cause upon giving the other party not less than seven calendar days written notice for any of the following reasons: Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or BHB's services by the CITY for more than ninety calendar days, consecutive or in the aggregate; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. In the event of any termination that is not the fault of BHB, the CITY shall pay BHB, in addition to payment for services rendered and reimbursable costs incurred, for all expenses reasonably incurred by BHB in connection with the orderly termination of this Agreement, including but not limited to demobilization, reassignment of personnel, associated overhead costs and all other expenses directly resulting from the termination. CITY 1901 Martin Drive, Suite 100, Weatherford, Texas Tel: shannon@bhbinc.com

13 Proposed Outfall Proposed Route Proposed Connection with Southern Line 0 ³ 1,000 2,000 Feet Weatherford Water Reuse TX Registered Engineering Firm F Martin Dr. Suite 100, Weatherford, TX (O), (F) City of Weatherford, Parker Co. TX BHB Job No EXHIBIT A Location Map By: JLM Date:

14 Baird, Hampton & Brown, Inc. Engineering & Planning Exhibit 'B' Project Schedule for Survey and Design of the Water Reuse Pipe Line from Dicey Rd to Lake Weatherford For the City of Weatherford, TX By Baird, Hampton and Brown, Inc. BHB Proj. No Task Duration (weeks) Week Alignment Study 4 Right of Entry 4 Walk Route 1 Utilities 4 Survey 6 Schematic Layout 4 Meeting/City Review 1 Preliminary Design 4 Meeting/City Review 1 Final Design 4 Meeting/City Review 1 Final Plans 2 Advertise & Pre-Bid Meeting 1 BHB Engineering BHB Survey City of Weatherford Review Meeting 1901 Martin Drive, Suite 100, Weatherford, Texas Tel: Fax: shannon@bhbinc.com TBPE Firm #44