Item 9ACity of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
M E M O R A N D U M
January 31, 2023
To: Shana Yelverton, City Manager
From: Chris Tribble, Director of Community Services
Subject: Approve an agreement with Kimley-Horn and Associates, Inc. for
professional engineering and consulting services relat ed to the
development of a conceptual master plan for aesthetic intersection
enhancements along the State Highway 114 corridor in an amount not
to exceed $138,000
Action
Requested: City Council approval of a professional services agreement with
Kimley-Horn and Associates, Inc. for professional engineering and
consulting services related to the development of a conceptual master
plan for aesthetic intersection enhancements for four intersections
along the State Highway 114 corridor in an amount not to exceed
$138,000.
Background
Information: The purpose of this item is to engage Kimley -Horn in developing a
conceptual master plan for aesthetic intersection enhancements in
Southlake along SH 114.
The scope includes a conceptual plan for landscape, hardscape and
illumination enhancements for the Dove, White Chapel, Carroll and
Kimball intersections, as well as the development of an Opinion of
Probable Construction Cost (OPCC) for each concept.
In addition, Kimley-Horn will also assist the City with preparation of
standard Texas Department of Transportation (TxDOT) forms,
applications and supporting documents to develop funding
agreements for the improvements selected (specifically, Green Ribbon
Funding and Advanced Funding Agreements).
Based on their solid reputation, and proven experience, it is staff’s
recommendation that the City enter into a professional services
agreement with Kimley-Horn to perform these engineering and
consulting services.
Financial
Considerations: Funding is available within the existing General Fund CIP for a SH
114 Bridges Painting project.
Item 9A-1
Shana Yelverton, City Manager
Meeting Date – February 7, 2023
Page 2 of 2
City of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
Strategic Link: This item is linked to the City’s Strategy Map related to the focus area
of Quality Development and Infrastructure and meets the corporate
objective to Invest to provide and maintain high quality public assets.
Citizen Input/
Board Review: City Council consideration February 7, 2023
Legal Review: The proposed professional services agreement with Kimley-Horn is a
standard contract that has been previously reviewed by the City
Attorney.
Alternatives: 1)Approval of the proposed agreement as presented
2)Approval with modifications to the proposed agreement
3)Denial of the proposed agreement
Supporting
Documents: Copy of proposed agreement
Staff
Recommendation: Approve a professional services agreement with Kimley-Horn and
Associates, Inc. for professional engineering and consulting services
related to the development of a conceptual master plan for aesthetic
intersection enhancements for four intersections along the State
Highway 114 corridor in an amount not to exceed $138,000.
Item 9A-2
kimley-horn.com 2201 W. Royal Lane, Ste 275, Irving, TX 75063 214-420-5600
February 1, 2023
Chris Tribble
Director of Community Services – City of Southlake
285 Shady Oak Drive
Southlake, TX 76092
Re: Professional Services Agreement
Dear Mr. Tribble,
Kimley-Horn and Associates, Inc. (the “ENGINEER”) is pleased to submit this letter agreement (the
“Agreement”) to the City of Southlake (the “CITY”) for providing professional engineering and consulting
services.
Project Understanding
The City of Southlake is interested in retaining ENGINEER to provide professional services in the
development of a conceptual master plan for landscaping improvement at the intersection of all City
streets that intersection the State Highway 114 corridor. Services will also include the development of
conceptual project costs and assistance in the development of funding applications and agreements
with the Texas Department of Transportation to implement these improvements.
Scope of Services
1. Intersection Landscape Master Plan – Conceptual Layout $100,400 (Lump Sum)
1.1. Conduct one (1) meeting with City staff and ENGINEER design team to discuss project goals
and objective, establish project timeline, collect background information and other data
relevant to the project.
1.2. Prepare landscape conceptual layout for the following intersection with State Highway 114:
·Dove Road*
·White Chapel Boulevard
·Carroll Avenue
·Kimball Avenue
* An abbreviated level of effort will be performed for this intersection. ENGINEER will rely
upon conceptual layouts prepared by separate contract.
1.3. Prepare up to two (2) conceptual layouts for each intersection identifying options for high and
low range improvements.
·Additional concepts can be prepared as an Additional Service upon written authorization
by the City.
Item 9A-3
Page 2
kimley-horn.com 2201 W. Royal Lane, Ste. 275, Irving, TX 75063 214-420-5600
1.4. Conceptual layouts will include the following elements:
·Landscape
o Trees, shrubbery, and ground cover.
·Hardscape
o Sidewalk, edging and barriers for planter beds and retaining wall.
·Illumination
o Safety lighting and accent lighting.
1.5. Develop an opinion of probable construction cost (OPCC) for each conceptual layout.
ENGINEER will reply upon local bid tabulation for similar construction type in the
development of unit prices.
·Costs will be separated into the following categories:
o TxDOT Green Ribbon Fund applicable.
o All other improvements.
1.6. Submit conceptual layouts and OPCC to City for review and one (1) round of comments.
·ENGINEER will meet with City staff to discuss comments.
·ENGINEER will address comments and resubmit to City.
1.7. Develop three-dimensional model for rendering purposes for each intersection.
·City shall select one (1) option at each intersection for model development. Four (4) total
models will be developed.
·ENGINEER can prepare additional models as an Additional Service upon written
authorization by the City.
1.8. Attend up to three (3) additional meetings with City staff. These meetings can be utilized at
the discretion of City staff for progress updates, City Council briefing, etc.
2.Funding Agreements Coordination and Development $37,300 (Hourly/Reimbursable)
Upon the completion of Task 1 outlined herein, ENGINEER will assist the City with preparation of
standard Texas Department of Transportation (TxDOT) forms, applications and supporting
documents to develop funding agreements for the improvements selected.
2.1. Green Ribbon Funding
·ENGINEER will initiate discussions with TxDOT staff to determine funding availability for
the upcoming fiscal year.
·ENGINEER will prepare application paperwork in accordance with TxDOT guidelines.
·Submit two (2) copies of the application to the City for review and comment.
·Upon receipt of City comment, address comments and submit application to TxDOT.
·Address any comments provided by TxDOT.
2.2. Advance Funding Agreement (AFA)
·ENGINEER will coordinate with TxDOT staff to prepare standard funding agreements for
improvements identified under Task 1 of this scope of services that do not qualify for
Green Ribbon Funding.
·ENGINEER will prepare application paperwork in accordance with TxDOT guidelines.
·Submit two (2) copies of the application to the City for review and comment.
·Upon receipt of City comment, address comments and submit application to TxDOT.
·Address any comments provided by TxDOT.
Item 9A-4
Page 3
kimley-horn.com 2201 W. Royal Lane, Ste. 275, Irving, TX 75063 214-420-5600
The budgeted fee for this task is based upon 120 hours. We will not proceed with the
performance of services beyond the hours budgeted without written authorization by the CITY.
Schedule
We will provide our services as expeditiously as practicable with the goal of meeting a mutually agreed
upon schedule.
Fee and Expenses
ENGINEER will perform the services in Task 1 for the total lump sum fee below. All permitting,
application, and similar project fees will be paid directly by the Client.
Task 1 Intersection Landscape Master Plan – Conceptual Layout $ 100,400
Total Lump Sum Fee $100,400
Lump sum fees will be invoiced monthly based upon the overall percentage of services performed.
ENGINEER will perform the services in Task 2 on a labor fee plus expense basis with the maximum
labor fee shown below.
Task 2 Funding Agreements Coordination and Development $ 37,300
Maximum Labor Fee $37,300
TOTAL FEE $$137,700
ENGINEER will not exceed the total maximum labor fee shown without authorization from the CITY.
Labor fee will be billed on an hourly basis according to our then-current rates. As to these tasks, direct
reimbursable expenses such as express delivery services, fees, air travel, and other direct expenses
will be billed at 1.10 times cost. A percentage of labor fee will be added to each invoice to cover certain
other expenses as to these tasks such as telecommunications, in-house reproduction, postage,
supplies, project related computer time, and local mileage. Administrative time related to the project
may be billed hourly. All permitting, application, and similar project fees will be paid directly by the
CITY. Should the CITY request ENGINEER to advance any such project fees on the CITY’s behalf, a
separate invoice for such fees, with a ten percent (10%) markup, will be immediately issued to and paid
by the CITY.
Payment will be due within 30 days of your receipt of the invoice and should include the invoice number
and ENGINEER project number.
Item 9A-5
Page 4
kimley-horn.com 2201 W. Royal Lane, Ste. 275, Irving, TX 75063 214-420-5600
Closure
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to,
the attached Standard Provisions, which are incorporated by reference. As used in the Standard
Provisions, "Consultant" shall refer to Kimley-Horn and Associates, Inc., and "CITY" shall refer to the
City of Southlake, Texas.
ENGINEER, in an effort to expedite invoices and reduce paper waste, submits invoices via email in an
Adobe PDF format. We can also provide a paper copy via regular mail if requested. Please include the
invoice number and ENGINEER project number with all payments. Please provide the following
information:
Please email all invoices to
Please copy
If you concur in all the foregoing and wish to direct us to proceed with the services, please have
authorized persons execute this Agreement in the spaces provided below, retain one copy, and return
a copy to our attention. Fees and times stated in this Agreement are valid for sixty (60) days after the
date of this letter.
We appreciate the opportunity to provide these services to you. Please contact me if you have any
questions.
Very truly yours,
KIMLEY-HORN AND ASSOCIATES, INC.
By: Katherine Utecht, PLA, LI Nathan Ante, P.E.
Project Manager Senior Vice President
Attachment – Standard Provisions
Item 9A-6
Rev 12/2022
1
KIMLEY-HORN AND ASSOCIATES, INC.
STANDARD PROVISIONS
1)Kimley-Horn's Scope of Services and Additional Services. Kimley-Horn will perform only the services
specifically described in this Agreement. If requested by the Client and agreed to by Kimley-Horn, Kimley-Horn
will perform Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in
writing, the Client shall pay Kimley-Horn for any Additional Services an amount based upon Kimley-Horn’s then-
current hourly rates plus an amount to cover certain direct expenses including telecommunications, in-house
reproduction, postage, supplies, project related computer time, and local mileage. Other direct expenses will be
billed at 1.15 times cost.
2)Client's Responsibilities. In addition to other responsibilities herein or imposed by law, the Client shall:
a. Designate in writing a person to act as its representative, such person having complete authority to transmit
instructions, receive information, and make or interpret the Client's decisions.
b. Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project and
all standards of development, design, or construction.
c. Provide Kimley-Horn all available studies, plans, or other documents pertaining to the project, such as surveys,
engineering data, environmental information, etc., all of which Kimley-Horn may rely upon.
d. Arrange for access to the site and other property as required for Kimley-Horn to provide its services.
e. Review all documents or reports presented by Kimley-Horn and communicate decisions pertaining thereto within
a reasonable time so as not to delay Kimley-Horn.
f. Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals
and consents from other parties as may be necessary.
g. Obtain any independent accounting, legal, insurance, cost estimating, and feasibility services required by Client.
h. Give prompt written notice to Kimley-Horn whenever the Client becomes aware of any development that affects
Kimley-Horn's services or any defect or noncompliance in any aspect of the project.
3)Period of Services. Unless otherwise stated herein, Kimley-Horn will begin work after receipt of a properly
executed copy of this Agreement. This Agreement assumes conditions permitting continuous and orderly progress
through completion of the services. Times for performance shall be extended as necessary for delays or
suspensions due to circumstances that Kimley-Horn does not control. If such delay or suspension extends for more
than six months, Kimley-Horn’s compensation shall be renegotiated.
4)Method of Payment. Client shall pay Kimley-Horn as follows:
a. Invoices will be submitted periodically for services performed and expenses incurred. Payment of each invoice
will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held
by Kimley-Horn and applied against the final invoice. Interest will be added to accounts not paid within 25 days at
the maximum rate allowed by law. If the Client fails to make any payment due under this or any other agreement
within 30 days after Kimley-Horn's transmittal of its invoice, Kimley-Horn may, after giving notice to the Client,
suspend services and withhold deliverables until all amounts due are paid.
b. If the Client relies on payment or proceeds from a third party to pay Kimley-Horn and Client does not pay Kimley-
Horn’s invoice within 60 days of receipt, Kimley-Horn may communicate directly with such third party to secure
payment.
c. If the Client objects to an invoice, it must advise Kimley-Horn in writing giving its reasons within 14 days of receipt
of the invoice or the Client’s objections will be waived, and the invoice shall conclusively be deemed due and
owing. If the Client objects to only a portion of the invoice, payment for all other portions remains due.
d. If Kimley-Horn initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its
reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such
expenses shall include the cost, at Kimley-Horn's normal hourly billing rates, of the time devoted to such
proceedings by its employees.
e. The Client agrees that the payment to Kimley-Horn is not subject to any contingency or condition. Kimley-Horn
may negotiate payment of any check tendered by the Client, even if the words “in full satisfaction” or words intended
to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed
debt and without prejudicing any right of Kimley-Horn to collect additional amounts from the Client.
5)Use of Documents. All documents and data prepared by Kimley-Horn are related exclusively to the services
described in this Agreement and may be used only if the Client has satisfied all of its obligations under this
Agreement. They are not intended or represented to be suitable for use or reuse by the Client or others on
extensions of this project or on any other project. Any modifications by the Client to any of Kimley-Horn’s
documents, or any reuse of the documents without written authorization by Kimley-Horn will be at the Client's sole
risk and without liability to Kimley-Horn, and the Client shall indemnify, defend and hold Kimley-Horn harmless
from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom.
Kimley-Horn’s electronic files and source code remain the property of Kimley-Horn and shall be provided to the
Item 9A-7
Rev 12/2022
2
Client only if expressly provided for in this Agreement. Any electronic files not containing an electronic seal are
provided only for the convenience of the Client and use of them is at the Client’s sole risk. In the case of any
defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by
Kimley-Horn, the hardcopy shall govern.
6)Intellectual Property. Kimley-Horn may use or develop its proprietary software, patents, copyrights, trademarks,
trade secrets, and other intellectual property owned by Kimley-Horn or its affiliates (“Intellectual Property”) in the
performance of this Agreement. Unless explicitly agreed to in writing by both parties to the contrary, Kimley-Horn
maintains all interest in and ownership of its Intellectual Property and conveys no interest, ownership, license to
use, or any other rights in the Intellectual Property to Client. Any enhancements of Intellectual Property made
during the performance of this Agreement are solely owned by Kimley-Horn and its affiliates. If Kimley-Horn’s
services include providing Client with access to or a license for Kimley-Horn’s (or its affiliates’) proprietary software
or technology, Client agrees to the terms of the Software License Agreement set forth at https://www.kimley-
horn.com/khts-software-license-agreement (“the License Agreement”) which terms are incorporated herein by
reference.
7)Opinions of Cost. Because Kimley-Horn does not control the cost of labor, materials, equipment or services
furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions
rendered as to costs, including but not limited to the costs of construction and materials, are made solely based
on its judgment as a professional familiar with the industry. Kimley-Horn cannot and does not guarantee that
proposals, bids or actual costs will not vary from its opinions of cost. If the Client wishes greater assurance as to
the amount of any cost, it shall employ an independent cost estimator. Kimley-Horn's services required to bring
costs within any limitation established by the Client will be paid for as Additional Services.
8)Termination. The obligation to provide further services under this Agreement may be terminated by either party
upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with
the terms hereof, or upon thirty days’ written notice for the convenience of the terminating party. Kimley-Horn shall
be paid for all services rendered and expenses incurred to the effective date of termination, and other reasonable
expenses incurred by Kimley-Horn as a result of such termination.
9)Standard of Care.The standard of care applicable to Kimley-Horn’s services will be the degree of care and skill
ordinarily exercised by consultants performing the same or similar services in the same locality at the time the
services are provided. No warranty, express or implied, is made or intended by Kimley-Horn's performance of
services, and it is agreed that Kimley-Horn is not a fiduciary with respect to the Client.
10)LIMITATION OF LIABILITY. IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE PROJECT
TO THE CLIENT AND KIMLEY-HORN, THE RISKS ARE ALLOCATED SUCH THAT, TO THE FULLEST EXTENT
ALLOWED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT OR THE
EXISTENCE OF APPLICABLE INSURANCE COVERAGE, THAT THE TOTAL LIABILITY, IN THE AGGREGATE,
OF KIMLEY-HORN AND KIMLEY-HORN'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND
SUBCONSULTANTS TO THE CLIENT OR TO ANYONE CLAIMING BY, THROUGH OR UNDER THE CLIENT,
FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY
WAY RELATED TO THE SERVICES UNDER THIS AGREEMENT FROM ANY CAUSES, INCLUDING BUT NOT
LIMITED TO, THE NEGLIGENCE, PROFESSIONAL ERRORS OR OMISSIONS, STRICT LIABILITY OR
BREACH OF CONTRACT OR ANY WARRANTY, EXPRESS OR IMPLIED, OF KIMLEY-HORN OR KIMLEY-
HORN'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUBCONSULTANTS, SHALL NOT EXCEED
TWICE THE TOTAL COMPENSATION RECEIVED BY KIMLEY-HORN UNDER THIS AGREEMENT OR $50,000,
WHICHEVER IS GREATER. HIGHER LIMITS OF LIABILITY MAY BE NEGOTIATED FOR ADDITIONAL FEE.
THIS SECTION IS INTENDED SOLELY TO LIMIT THE REMEDIES AVAILABLE TO THE CLIENT OR THOSE
CLAIMING BY OR THROUGH THE CLIENT, AND NOTHING IN THIS SECTION SHALL REQUIRE THE CLIENT
TO INDEMNIFY KIMLEY-HORN.
11)Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any
consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits.
12)Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or other consequences
due to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and
specifications. Kimley-Horn shall have no liability whatsoever for any costs arising out of the Client’s decision to
obtain bids or proceed with construction before Kimley-Horn has issued final, fully approved plans and
specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans
are fully approved and all permits obtained.
Item 9A-8
Rev 12/2022
3
13)Certifications. All requests for Kimley-Horn to execute certificates, lender consents, or other third-party reliance
letters must be submitted to Kimley-Horn at least 14 days prior to the requested date of execution. Kimley-Horn
shall not be required to execute certificates, consents, or third-party reliance letters that are inaccurate, that relate
to facts of which Kimley-Horn does not have actual knowledge, or that would cause Kimley-Horn to violate
applicable rules of professional responsibility.
14)Dispute Resolution. All claims arising out of this Agreement or its breach shall be submitted first to mediation in
accordance with the American Arbitration Association as a condition precedent to litigation. Any mediation or civil
action by Client must be commenced within one year of the accrual of the cause of action asserted but in no event
later than allowed by applicable statutes.
15) Hazardous Substances and Conditions. Kimley-Horn shall not be a custodian, transporter, handler, arranger,
contractor, or remediator with respect to hazardous substances and conditions. Kimley-Horn's services will be
limited to analysis, recommendations, and reporting, including, when agreed to, plans and specifications for
isolation, removal, or remediation. Kimley-Horn will notify the Client of unanticipated hazardous substances or
conditions of which Kimley-Horn actually becomes aware. Kimley-Horn may stop affected portions of its services
until the hazardous substance or condition is eliminated.
16)Construction Phase Services.
a. If Kimley-Horn prepares construction documents and Kimley-Horn is not retained to make periodic site visits, the
Client assumes all responsibility for interpretation of the documents and for construction observation, and the Client
waives any claims against Kimley-Horn in any way connected thereto.
b. Kimley-Horn shall have no responsibility for any contractor's means, methods, techniques, equipment choice and
usage, sequence, schedule, safety programs, or safety practices, nor shall Kimley-Horn have any authority or
responsibility to stop or direct the work of any contractor. Kimley-Horn's visits will be for the purpose of endeavoring
to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform
to the construction documents prepared by Kimley-Horn. Kimley-Horn neither guarantees the performance of
contractors, nor assumes responsibility for any contractor’s failure to perform its work in accordance with the
contract documents.
c. Kimley-Horn is not responsible for any duties assigned to it in the construction contract that are not expressly
provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the
contractor shall be solely responsible for job site safety and its means and methods; that the contractor shall
indemnify the Client and Kimley-Horn for all claims and liability arising out of job site accidents; and that the Client
and Kimley-Horn shall be made additional insureds under the contractor’s general liability insurance policy.
17)No Third-Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits to
anyone other than the Client and Kimley-Horn, and all duties and responsibilities undertaken pursuant to this
Agreement will be for the sole benefit of the Client and Kimley-Horn. The Client shall not assign or transfer any
rights under or interest in this Agreement, or any claim arising out of the performance of services by Kimley-Horn,
without the written consent of Kimley-Horn. Kimley-Horn reserves the right to augment its staff with subconsultants
as it deems appropriate due to project logistics, schedules, or market conditions. If Kimley-Horn exercises this
right, Kimley-Horn will maintain the agreed-upon billing rates for services identified in the contract, regardless of
whether the services are provided by in-house employees, contract employees, or independent subconsultants.
18)Confidentiality. The Client consents to the use and dissemination by Kimley-Horn of photographs of the project
and to the use by Kimley-Horn of facts, data and information obtained by Kimley-Horn in the performance of its
services. If, however, any facts, data or information are specifically identified in writing by the Client as confidential,
Kimley-Horn shall use reasonable care to maintain the confidentiality of that material.
19)Miscellaneous Provisions. This Agreement is to be governed by the law of the State of Texas. This Agreement
contains the entire and fully integrated agreement between the parties and supersedes all prior and
contemporaneous negotiations, representations, agreements, or understandings, whether written or oral. Except
as provided in Section 1, this Agreement can be supplemented or amended only by a written document executed
by both parties. Any conflicting or additional terms on any purchase order issued by the Client shall be void and
are hereby expressly rejected by Kimley-Horn. If Client requires Kimley-Horn to register with or use an online
vendor portal for payment or any other purpose, any terms included in the registration or use of the online vendor
portal that are inconsistent or in addition to these terms shall be void and shall have no effect on Kimley-Horn or
this Agreement. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of such
unenforceability without invalidating the remaining provisions. The non-enforcement of any provision by either party
shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder
of this Agreement.
Item 9A-9