2321 ORDINANCE NO. .Q 3
AN ORDINANCE WAIVING COMPETITIVE BIDDING FOR THE
PURCHASE OF AN ENVIRONMENTAL ASSESSMENT FOR THE
DEVELOPMENT OF THE INTERNATIONAL RAIL PORT LOGISTICS
PARK,AND FOR OTHER PURPOSES.
WHEREAS,Arkansas Code Annotated Section 14-58-303 authorizes the waiving of
competitive bidding in exceptional situations where competitive bidding is deemed not feasible
or practical; and
WHEREAS,the City of West Memphis is in need of acquiring an Environmental
Assessment for the development of the International Rail Port Logistics Park; and
WHEREAS,the City of West Memphis has determined that URS Corporation is capable
of providing the necessary Environmental Assessment, at a total cost of$76,000.00 as set out in
the Short Form Master Agreement for Environmental Services attached hereto and incorporated
herein by reference, as required by the TIGER IV Grant Agreement; and
WHEREAS, the costs of the Environmental Assessment are to be paid by the City of
West Memphis and subject to reimbursement by the Federal Government under the TIGER IV
Grant Agreement; and
WHEREAS, the City Council determines that competitive bidding should be waived for
the reason that the Environmental Assessment, as Task 2 of the Scope of Work under the TIGER
IV Grant agreement, is a prerequisite for the remaining Tasks associated with the development of
the International Rail Port Logistics Park and the timeline of the grant agreement requires
completion of the entire project by the end of 2014,making the early completion of the
Environmental Assessment critical to the timely completion of the project, and time is of the
essence, and competitive bidding under such circumstances would not be feasible or practical;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF WEST MEMPHIS,ARKANSAS THAT:
SECTION 1. Competitive bidding is hereby waived for the purchase an Environmental
Assessment to be provided by URD Corporation, for a total cost of$76,000.00, for the
development of the International Rail Port Logistics Park pursuant to the TIGER IV Grant
Agreement. The Short Form Master Agreement for Engineering Services between the City of
West Memphis and URS Corporation is hereby approved and the Mayor and City Clerk are
hereby authorized to execute said agreement on behalf of the City of West Memphis.
SECTION 2. All Ordinances or parts of Ordinances in conflict herewith are hereby
repealed.
SECTION 3. EMERGENCY CLAUSE. It having been found and determined by the
City Council of the City of West Memphis, Arkansas, that an urgent and immediate need exists
to obtain an Environmental Assessment for the development of the International Rail Port
Logistics Park in accordance with the time requirements of the TIGER IV Grant Agreement, an
emergency is hereby declared, and this ordinance being necessary for the preservation of the
peace, health, safety and welfare of the citizens of West Memphis, Arkansas, shall be in full force
and effect from and after the date of its passage and approval.
PASSED AND APPROVED this 1g day of April, 2013.
WILLIAM H. JOHNSON, MAYOR
ATTEST:
- P P °.=I , CITY CLERK
SPONSORED BY:
RECEIVED
City Clerk's ffi?
Date ime A .l5 �I
By
Ordinance No.
Page Two
Inas
SHORT FORM MASTER AGREEMENT FOR ENVIRONMENTAL SERVICES
BETWEEN
City of West Memphis
AND
URS Corporation
THIS AGREEMENT(`'Agreement")for Environmental Services,(together with the attachments hereto)dated and effective as of or near April
19,2013 (the"Effective Date"),is hereby made and entered into by and between the City of West Memphis,(hereinafter"Client")having a place
of business located at 205 S.Redding,West Memphis,AR 72303.and_URS Corporation,(hereinafter"Consultant":)having a place of business
located at 1000 Corporate Center Dr.Franklin Tn 37067. Consultant and Client are each individually referred to as a"Party"and collectively as
the"Parties
The Parties agree as follows:
1. WORK AUTHORIZATIONS
1.1 Consultant agrees to undertake and perform certain environmental consulting and professional services("Services")in accordance with the
terms and conditions contained herein, as may be requested by Client from time to time. The Services to be performed, Consultant's
compensation,and the schedule for performance for each task shall be described in one or more authorizations issued to Consultant by Client,the
form of which is attached hereto as Attachment 1 ("Work Authorization"). A Work Authorization shall be valid and binding upon the Parties only
if accepted in writing by Client and Consultant. Each duly executed Work Authorization shall be subject to the terms and conditions of this
Agreement,except to the extent expressly modified by the Work Authorization.
1.2 It is the expressed intent of the parties that this Agreement shall be made available to subsidiaries and affiliated companies of Consultant. For the
purposes of this Agreement,as it applies to each Work Authorization,the term"Consultant"shall mean either Consultant as defined above or the
subsidiary or affiliate of Consultant identified in the Work Authorization. The applicable Work Authorization shall clearly identify the legal name of
the entity accepting the Work Authorization.
2. PAYMENTS FOR SERVICES
2.1 Unless otherwise stated in a Work Authorization,payment shall he on a time and materials basis under the Schedule of Fees and Charges in
effect when the Services are performed. The parties understand and agree that the 1)funding for this project is coming from the U.S. Department
of Transportation and 2)all invoices must be approved by the Federal Railroad Association("FRA"). In accordance with this process,the Client
will forward in a timely manner all Consultant invoices to FRA, and request that FRA approve such invoices and forward funding to Client to
cover the invoiced amount(s)approved by FRA and 3)payment will be in the form of flat monthly fees from project initiation through September
2013(i.e.monthly fee for five month contract period=$15,200 per month. Within seven(7)days of receipt of such funding by Client.Client shall
pay to Consultant the full amount received by Client from FRA for Consultant invoices. Consultant recognizes that Client does not have the
financial resources to pay invoices directly. If payment is not received in a timely manner,Consultant may suspend further performance under
one or more Work Authorizations until payments are current. Client shall notify URS of any disputed amount within fifteen(15)days from date of
the invoice,give reasons for the objection,and promptly pay the undisputed amount. Client shall pay an additional charge of one percent(1%)per
month or the maximum percentage allowed by law,whichever is the lesser, for any past due amount. In the event of a legal action for invoice
amounts not paid,attorneys'fees,court costs.and other related expenses shall be paid to the prevailing party.
2.2 Client shall reimburse Consultant for all taxes,duties and levies such as Sales,Use,Value Added Taxes,Deemed Profits Taxes,and other similar
taxes which are added to or deducted from the value of Consultant's Services. For the purpose of this Article such taxes shall not include taxes imposed
on Consultant's net income, and employer or employee payroll taxes levied by any United States taxing authority, or the taxing authorities of the
countries or any agency or subdivision thereof in which URS subsidiaries,affiliates,or divisions are peiiiianently domiciled. It is agreed and understood
that these net income,employer or employee payroll taxes are included in the unit prices or lump sum to be paid Consultant under the applicable Work
Authorization.
2.3 Where charges are"not to exceed"a specified sum.Consultant shall notify Client before such sum is exceeded and shall not continue to
provide the Services beyond such sum unless Client authorizes an increase in the sum. If a"not to exceed-sum is broken down into budgets for
specific tasks,the task budget may be exceeded without Client authorization as long as the total sum is not exceeded. Changes in conditions..
including,without limitation,changes in laws or regulations occurring after the budget is established,or other circumstances beyond URS control,
shall be a basis for equitable adjustments in the budget and schedule,
3. CONFIDENTIALITY
3.1 For a period commencing with the disclosure of any confidential information under this Agreement and/or a Work Authorization(s)and
ending on the second anniversary such disclosure was first made,Consultant and Client each agree not to disclose to third panics, including also
subcontractors and vendors(unless such subcontractors and vendors have a need to know and are bound to similar obligations of confidentiality),
any information that is identified as confidential in writing on the materials made available to the other Party hereunder
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4, WARRANTY
4.1 Consultant warrants that any consulting and professional engineering Services performed by it under a Work Authorization shall be
performed in accordance with that degree of care and skill ordinarily exercised by members of Consultant's profession practicing at the same time
in the same location. Consultant's sole liability to Client for any non-conforming Services shall be to re-perform the non-conforming or defective
Services.written notice of which must be promptly given by Client to Consultant. Consultant's obligation for re-performance of non-conforming
Services as set forth in the preceding sentence shall extend for a term commencing at the substantial completion of such Services under a Work
Authorization and ending one year later.
4.2 THE WARRANTY SET FORTH IN THIS ARTICLE 4 IS EXCLUSIVE. AND iN LIEU OF AM' AND ALL OTHER
WARRANTIES RELATING TO THE SERVICES, WHETHER STATUTORY, EXPRESS OR IMPLIED, AND CONSULTANT
DISCLAIMS ANY SUCH OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY AND ALL WARRANTIES OF
MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANl' AND ALL WARRANTIES ARISING FROM
COURSE OF DEALING AND/OR USAGE OF TRADE. ANY OTHER STATEMENTS OF FACT OR DESCRIPTIONS EXPRESSED
IN THE AGREEMENT OR ANY WORK AUTHORIZATION SHALL NOT BE DEEMED TO CONSTITUTE A WARRANTY OF THE
SERVICES OR ANY PART THEREOF. CONSULTANT'S REPERFORMANCE OF DEFECTIVE OR NON-CONFORMING
SERVICES THROUGH THE ONE YEAR PERIOD PROVIDED FOR iN THIS ARTICLE 4 SHALL CONSTITUTE COMPLETE
FULFILLMENT OF, AND CLIENT'S EXCLUSIVE REMEDY FOR, ALL THE LIABILITIES OR RESPONSIBILITIES OF
CONSULTANT TO CLIENT FOR NON-CONFORMING OR DEFECTIVE SERVICES,WHETHER THE CLAIMS OF CLIENT ARE
BASED ON DELAY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, INDEMNITY, ERROR AND
OMISSION OR ANY OTHER CAUSE WHATSOEVER.
5. WORK BY OTHERS
5.1 The performance by Consultant of Services under a Work Authorization shall not constitute an assumption by Consultant of the obligations
of Client or its other contractors. Consultant shall not control or have charge of. and shall not be responsible for,construction means,methods,
techniques,sequences,procedures of construction,health or safety programs,or precautions connected with the work of Client or its other contractors,
and shall not manage,supervise,control or have charge of construction. Client shall require Consultant to he named as an additional insured along with
Client on any liability insurance policies provided by Client's construction contractors. To the fullest extent permitted by law.Client shall defend
Consultant against any claim,suit or proceeding asserted by one of its other contractors and indemnify,defend and save Consultant harmless from
any and all actual or alleged claims and losses(including.without limitation.attorney's fees)sustained by such contractor in connection with the
Services,regardless or whether or not any of the foregoing arose out of the negligent acts or omissions of Consultant.
6. INSURANCE
6.1 In the event Consultant performs Services under any Work Authorization in connection with a project for which Client or another party with
which Client has contracted obtains all-risk or builder's risk property insurance.Client,as the case may be.shall name,or shall cause such other
patty to name,Consultant as an additional insured on such all risk or builder's risk property insurance. Client acknowledges that Consultant has
an insurable interest in such all risk or builder's risk property insurance.
6.2 Consultant and Client each waive all rights of recovery and subrogation against each other with respect to a loss occurring to property of the
other,to the extent that such waivers do not invalidate the property insurance of either.
6.3 Upon Client's written request. Consultant shall maintain during the performance of Services under a Work Authorization the following
insurance coverage
a) Workers'Compensation for statutory limits in compliance with the applicable state and federal laws,and Employer's Liability with a limit of
51,000.000,
bi Commercial General Liability including Products and Completed Operations. Contractual Liability and Broad Form Property and Personal
Injury Liability with a combined single limit of S1,000.000 per occurrence and in the aggregate:
c) Automobile Liability Insurance with it combined single limit of 51,000,000 for bodily injury and property damage with respect to vehicles
either owned.non-owned.and leased by Consultant in the performance of Services under the Agreement.
d) Professional Liability Insurance in the amount of 51,000,000 per claim and in the aggregate.
6.4 If requested.Client and Consultant shall each furnish to the other duly executed certificates of insurance.indicating that policies with respect
to the aforementioned insurance have been issued and that such policies contain provisions regarding prior notification of'cancellation.
7. INDEMNITY
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7.1 Each Party shall indemnify,defend and save the.other Party,its officers,directors,employees and affiliates harmless from any loss,cost or
expense claimed by third parties, excluding employees of either Party, for property damage and/or bodily injury, including death, to the
proportionate extent such loss. cost or expense arises from the negligence or willful misconduct of the indemnifying Party, its employees or
affiliates in connection with the Services.
7.2 Notwithstanding any other provision contained elsewhere in this Agreement to the contrary and to the fullest extent per witted by law.Client
shall be liable for and indemnify,defend and save Consultant,its officers,directors,employees and affiliates harmless from and against any and all
actual or alleged claims, damages (including incidental. consequential, indirect and special damages), losses, and expenses(including, without
limitation,all penalties. attorney's fees.fines and administrative or civil sanctions arising out of or related to such claim)(collectively"Losses")
arising out of:(1;1 economic loss suffered by third parties;and/or(2) investment decisions of Client or third parties in reliance upon the results of
the Services,regardless of whether or not any of the foregoing arose out of the negligent acts or omissions of Consultant.
7.3 The indemnity and save harmless obligations of Consultant and Client under this Article 7 shall not apply with respect to any Hazardous
Material.as Consultant's and Client's rights and obligations with respect thereto are set forth in Article 10.
8. WAIVER OF CONSEQUENTIAL DAMAGES
8.1 Notwithstanding any other provision to the contrary in this Agreement or a Work Authorization and to the fullest extent permitted by law,
neither Client nor Consultant shall be liable,whether based on contract,tort,negligence,strict liability.warranty,indemnity,error and omission or
any other cause whatsoever, for any consequential, special, incidental. indirect, punitive or exemplary damages, or damages arising from or in
connection with loss of power,loss of use,loss of revenue or profit(actual or anticipated).loss by reason of shutdown or non-operation,increased
cost of construction, cost of capital, cost of replacement power or customer claims, and Consultant hereby releases Client and Client hereby
releases Consultant from any such liability.
9. LIMITATION OF LIABILITY
9.1 Notwithstanding any other provision to the contrary in this Agreement or a Work Authorization and to the fullest extent permitted by law.in
no event shall the total cumulative aggregate liability of Consultant, its subconsultants, and their respective partners, officers, directors,
shareholders,employees,and agents(referred to collectively in this Article as"Consultant")to Client resulting from,arising out of or in connection
with the performance or nonperformance of any or all Services or other obligations under a Work Authorization,exceed S250,(100 or ten percent
(10%)of the compensation paid Consultant pursuant to such Work Authorization, whichever is greater,or extend beyond the expiration of the
warranty period under Article 4 for the Services performed under the Work Authorization,regardless of the legal theory under which such liability
is imposed. The remedies stated in the Agreement are Client's sole and exclusive remedies for any failure by Consultant to comply with
obligations to Client,and Client hereby irrevocably waives any right to assert a claim against Consultant based on a legal theory that a remedy
provided herein fails of its essential purpose.
10. HAZARDOUS MATERIAL
10.1 Nothing in this Agreement shall be construed or interpreted as requiring Consultant to assume the status of,and Client acknowledges that
Consultant does not act in the capacity nor assume the status of Client or others as a"generator,""operator.""transporter,"or"arranger"in the
treatment, storage, disposal, or transportation of any hazardous substance or waste as those terms are understood within the meaning of the
Resource Conservation and Recovery Act(RCRA),Comprehensive Environmental Response,Compensation and Liability Act(CERCLA),or any
other similar federal,state,or local law,regulation,or ordinance. Client acknowledges further that Consultant has played no part in and assumes
no responsibility for generation or creation of any hazardous waste,pollution condition,nuisance,or chemical or industrial disposal problem,if
any,which may exist at any site that may he the subject matter of any Work Authorization,
10.2 Site Assessments/Hazardous Material Disposal
10 2.1 Site Assessment Reports: CLIENT ACKNOWLEDGES THAT ALL SITE ASSESSMENT REPORTS PREPARED BY CONSULTANT
UNDER THIS AGREEMENT ARE PREPARED FOR THE EXCLUSIVE USE OF CLIENT AND NO OTHER PERSON OR ENTITY. In no
event shall Consultant's obligations with respect to site assessments exceed the practices prescribed in applicable ASTM standards. Site
assessment reports shall become Client's property upon final payment for the Services. Consultant shall retain copies of all site assessment reports
for its files. Any site assessment report prepared by Consultant may not be delivered by Client to a third party without Consultant's written
authorization. Consultant shall have no liability to(i)Client with respect to any results or information contained in a site assessment report to the
extent affected by changes or new circumstances occurring after the date of the report, or (ii) any third party with respect to the information
contained in the report. Client waives any claim against Consultant and agrees to defend, indemnify, and hold Consultant harmless from and
against any and all Losses which arise out of Client's delivery of a site assessment report to a third party.
10.2.2 Recognition of Risk: Client acknowledges the following risks: (i) investigations may disclose the presence of existing, uncontrolled
hazardous or toxic materials,pollutants.wastes,or other regulated substances("Hazardous Material")at the project site;(ii)the presence of such
uncontrolled Hazardous Material at the project site may required disclosure to appropriate regulatory agencies by Client;(iii)opinions relating to
environmental,geologic,and geotechnical conditions are based on limited data and that actual conditions may vary from those encountered at the
times and locations where the data are obtained,despite the use of due professional care:and(iv)although often times necessary to perform the
Services, commonly used exploration methods such as drilling or trenching involve an inherent risk of contamination of previously
uncontaminated soils and water by existing,uncontrolled Hazardous Material through no fault of Consultant. The performance of the Services will
be subject to the above risk factors. Client further acknowledges that subsurface sampling may result in unavoidable contamination of certain
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URS
subsurface areas, as when a probe or boring device moves through a contaminated area, linking it to a subsurface water-bearing strata not
previously contaminated and capable of spreading Hazardous Material offsite. Client waives any claim against Consultant and agrees to
indemnify,defend,and hold Consultant harmless from and against any and all Losses which may arise as a result of alleged cross-contamination
caused by sampling.
10.2.3 Disposal of Hazardous Material: All non-hazardous samples and by-products from sampling processes in connection with the Services
shall be disposed of by Consultant in accordance with applicable law;provided.however,that any and all such materials that cannot be introduced
back into the environment under applicable law without additional treatment.and all samples consisting of or containing Hazardous Material shall
he packaged in accordance with the applicable law by Consultant and turned over to Client for appropriate disposal. Consultant. at Client's
request, may assist Client in identifying appropriate alternatives for off-site treatment,storage or disposal of Hazardous Material,but Consultant
shall not make any independent determination relating to the selection of a treatment.storage,or disposal facility nor subcontract such activities
through transporters or others. Client shall sign all necessary manifests for the disposal of Hazardous Material. If Client requires Consultant or its
employees, affiliates, subconsultants, agents, subcontractors or suppliers of any tier(1) to sign such manifests; or (2) to hire, for Client, the
Hazardous Material transportation,treatment,or disposal contractor,then for these rwo purposes.Consultant shall be considered to act as Client's
agent so that Consultant will not be considered to be a generator,transporter.or disposer of such substances or considered to be the arranger for
disposal of Hazardous Material.
10.3 Third Parry Claims: Notwithstanding any other provision to the contrary in this Agreement or a Work Authorization, and to the fullest
extent pc rutted by law,Client shall indemnify Consultant and its affiliates.suhconsultants,agents.subcontractors and suppliers of any tier,and
any and all employees, officers,directors of any of the foregoing. if any. from and against any and all Losses of any kind or nature whatsoever
brought or asserted by any third parry under any theory of law or equity on account of Consultant's having contracted with Client in connection
with investigation.cleanup,handling,removal,treatment,storage,transportation,or disposal of any Hazardous Material.
11. CHANGES
11.1 The Parties may from time to time by mutual agreement seek to modify, extend or enlarge the Services under a Work Authorization
("Modification"). in the event the Parties agree to a Modification to add additional Services, or to make other modifications to the Services.
Consultant's compensation. the schedule and any other relevant terms and conditions of the applicable Work Authorization shall be equitably
adjusted prior to performance of such Services,
12. OWNERSHIP OF DOCUMENTS
12.1 Consultant grants to Client a transferable,irrevocable and perpetual royalty-free license to retain and use all work products delivered to
Client for any purpose in connection with the project specified in each Work Authorization,upon full payment by Client for Consultant's Services.
Client also may use such work product for other purposes with Consultant's written consent. Re-use of any such work product by Client on any
extension of the project or on any other project without the written authorization of Consultant shall he at Client's sole risk and Client shall
indemnify,defend and save Consultant and its affiliates,consultants,agents,subcontractors and suppliers of any tier,and any and all employees,
officers and directors of any of the foregoing,if any,from and against any and all Losses suffered as a result of,or arising out of,or in connection
with such re-use. Consultant shall have the right to retain copies of all such work product. Consultant retains the right of ownership with respect
to any patentable concepts or copyrightable materials arising from its Services.
13. TERMINATION/SUSPENSION
13.1 Client may ter urinate all or any portion of the Services under one or more Work Authorizations for convenience,at its option,by sending a
written notice to Consultant. Either party can terminate this Agreement or a Work Authorization for cause if the other commits a material.uncured
breach of this Agreement or becomes insolvent. Tel inflation for cause shall be effective twenty(20)days after receipt of a notice of termination,
unless a later date is specified in the notice. The notice of termination for cause shall contain specific reasons for termination and both parties shall
cooperate in good faith to cure the causes for termination stated in the notice. Ty,ruination shall not be effective if reasonable action to cure the
breach has been taken before the effective date of the termination. Client shall pay Consultant upon invoice for Services performed and charges
incurred prior to termination,plus reasonable termination charges. Any suspension of Services by Client shall result in an equitable adjustment to
Consultant's compensation,time for performance.or any of its other obligations under a Work Authorization.
14. FORCE MAJEURE
14.1 Any delay or failure of Consultant in performing its required obligations hereunder shall be excused if and to the extent such delay or
failure is caused by a Force Majeure Event. A"Force Majeure Event"means an event due to any cause or causes beyond the reasonable control of
Consultant and shall include, but not be limited to. acts of God, strike, labor dispute fire, storm. flood, windstorm, unusually severe weather,
sabotage. embargo, terrorism, energy shortage, accidents or delay in transportation,accidents in the handling and rigging of heavy equipment,
explosion,riot,war,court injunction or order,delays by acts or orders of any governmental body or changes in laws or government regulations or
the interpretations or application thereof or the acts or omissions of the Client or its other contractors,vendors or suppliers. In the event of a Force
Majeure Event, Consultant shall receive an equitable adjustment extending Consultant's time for performance for such Services sufficient to
overcome the effects of any delay,and an increase(s)to Consultant's compensation sufficient to account for any increased cost in performance or
loss or damage suffered by Consultant.
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15. RESPONSIBILITIES OF CLIENT
15,1 Without limiting any express or implied obligations of Client under applicable law. Client shall: (1)provide Consultant,in writing, all
information relating to Client's requirements for the project: (2) correctly identify to Consultant the location of subsurface structures. such as
pipes.tanks,cables.and utilities;(31 notify Consultant of any potential hazardous substances or other health and safety hazard or condition known
to Client existing on or near the project site; (4) give Consultant prompt written notice of any suspected deficiency in the Services: (5) with
reasonable promptness,provide required approvals and decisions:and(6)furnish or cause to he furnished to Consultant full,unrestricted and legal
access to,and use of.the site and all necessary rights of way and easements,in order to perform the Services. In the event Consultant is requested
by Client or is required by subpoena to produce documents or give testimony in any action or proceeding to which Client is a party and Consultant
is not a part,Client shall pay Consultant for any time and expenses required in connection therewith.including reasonable attorney's fees.
15.2 Consultant may rely upon and use in the performance of any Services information supplied to it by Client without independent verification
and Consultant shall not be responsible for defects in its Services attributable to its reliance upon or use of such information.
17. TERM
17.1 Unless otherwise specified,the teen of this Agreement shall run from the Effective Date until Consultant has completed the Services and
received all payments due under the Agreement.
18. GENERAL
18.1 Client and Consultant each represent and warrant that this Agreement has been duly authorized,executed and delivered and constitutes its
binding agreement enforceable against it. This Agreement and any executed Work Authorizations supersede all prior written and/or oral contracts
and agreements that may have been made or entered into between Client and Consultant regarding the subject matter hereof, including but not
limited to any and all proposals, oral or written, and all communications between the Parties relating to this Agreement or any Work
Authorization(s),and constitute the entire agreement between the Parties hereto with respect to the subject matter hereof.
182 This Agreement and Work Authorization(s)may not he assigned by Consultant or Client in any way,including by operation of law,unless
otherwise mutually agreed to in writing,any such attempted non-authorized assignment shall be null and void and of no force or effect.
18.3 Any cost opinions or estimates provided by Consultant will be on a basis of experience and judgment,but since Consultant has no control
over market conditions or bidding procedures,Consultant cannot and does not warrant that bids,ultimate construction cost,or project economics
will not vary from such opinions or estimates, Neither this Agreement nor any of the Services provided hereunder shall constitute or provide for,
and Consultant shall not be considered to have rendered,any legal or financial opinions)regarding the feasibility of this project or any other or
regarding any other matter. Unless otherwise expressly included in a Work Authorization,Consultant shall under no circumstances provide as part
of the Services a consent, opinion or similar document. or act as a qualified person or expert, in connection with any filing by Client with the
United States Securities and Exchange Commission,or similar non-United States agency,authority or commission.
18.4 Notices shall be effective hereunder as follows only if in writing and addressed to the authorized representative designated in applicable
Work Authorizations:(1)upon delivery,if delivered personally to the person;(2)upon transmission,if transmitted to the facsimile number of the
person;and(3)upon posting.if by first class or overnight mail(postage prepaid).
18.5 All contract issues and matters of law will be adjudicated in accordance with the laws of the state where the project is located.excluding
any provisions or principles thereof which would require the application of the laws of a different jurisdiction;provided,however that if the project
is located outside the United States,the laws of the State of California shall govern. Venue for any litigation shall be any state court or United
States District Court having jurisdiction over the parties and subject matter.
18.6 The Innis and conditions of this Agreement shall prevail,notwithstanding any variance with any purchase order or other written instrument
submitted by Client whether formally rejected by Consultant or not. This Agreement may be modified only by amendment when signed by each
Party. In the event that any one or more of the provisions of this Agreement shall be found to be illegal or unenforceable,the remaining provisions
of this Agreement shall remain in full force and effect,and such term or provision shall be deemed stricken to the extent and in the jurisdictions
necessary for compliance with applicable law.
18,7 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Client or Consultant.
18.8 The headings in this Agreement are for convenience only. and shall not affect the interpretation hereof. The terms "hereof'. "herein,"
"hereto"and similar words refer to the entire Agreement and not to any particular Article.Section,Attachment.Exhibit or any other subdivision of
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UM:
this Agreement. References to'`day"or"days"shall mean calendar days unless specified otherwise.
18.9 The provisions of this Agreement which by their nature are intended to survive the termination,cancellation,completion,or expiration of
the Agreement, including.but not limited to,indemnities and any expressed limitations of or releases from liability, shall continue as valid and
enforceable obligations of the parties notwithstanding any such termination.cancellation.completion.or expiration.
18.10 It is understood and agreed that any delay.waiver or omission by Consultant or Client to exercise any right or power arising from any
breach or default by Client or Consultant in any of the terms,provisions or covenants of this Agreement or any Work Authorization shall not be
construed to be a waiver by Consultant or Client of any subsequent breach or default of the same or other tents,provisions or covenants on the
part of Consultant or Client.
19. ATTACHMENTS AND EXHIBITS
The following attachments and exhibits.which are attached hereto.are part of this Agreement.
Attachment I —Work Authorization
IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be duly executed by their duly authorized representatives,effective
as of the day and year first above mentioned.
]CLIENT]
By:
(Signature)
Name:
(Printed)
Title:
]NAME OF DRS LEGAL ENTITY]
By:
(Signature)
Name:
(Printed)
Title:
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TIME AND MATERIALS WORK AUTHORIZATION NO. 1
In accordance with the Agreement for Environmental Services between City of West Memphis ("Client"), and URS Corporation, a
Nevada corporation, dated April 19, 2013 this Work Authorization describes the Services, Schedule, and Payment Conditions for
Services to be provided by URS Corporation("Consultant")on the Project known as:
Environmental Assessment of rail and transload facilities in support of the port at the City of West Memphis Ar.
Client Authorized
Representative: Mr.Ward Wimbish
Address: City of West Memphis
Director,Office of Economic Development
205 S.Redding,West Memphis,AR 72303
Telephone No.: 870-732-7500
URS Authorized
Representative: Jay White
Address: 1000 Corporate Center Dr.Franklin TN 37067
Telephone No.: 615-771-2480
SERVICES. The Services shall be described in Attachment 1 to this Work Authorization. (URS Scope of Work dated March 2013)
SCHEDULE. The Estimated Schedule shall be set forth in March 13 proposal see Attachment 1. Because of the uncertainties inherent in
the Services.Schedules are estimated and are subject to revision unless otherwise specifically described herein.
PAYMENT. Payment will be in the form of flat monthly fees from project initiation through September 2013 (i.e.monthly fee for five
month contract period= $15,200 per month.
TERMS AND CONDITIONS. The terms and conditions of the Agreement referenced above shall apply to this Work Authorization,
except as expressly modified herein.
ACCEPTANCE of the terms of this Work Authorization is acknowledged by the following signatures of the Authorized Representatives.
CLIENT CONSULTANT
Signature Signature
Typed Name/Title Typed Name/Title
Date of Signature Date of Signature
ATTACHMENT 1
PS-170
Rev.4/05/2013 . Short Form Master Agreement for Environmental Services
UltS
MARCH 2013 SCOPE OF WORK
PS-170
Rev.4/05/2013 3 Short Form Master Agreement for Environmental Services
URS
Scope of Work
West Memphis - Rail Port Logistics Park
Federal Segment
NEPA Documentation
URAS
URS CORPORATION
URS Office:
1000 Corporate Center Blvd
Suite 250
Franklin, TN 37067
March 2013
PS-170
Rev.4/05/2013 4 Short Form Master Agreement for Environmental Services