Item 4E - Attachment A - Engineering Services Agreement
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AGREEMENT FOR ENGINEERING SERVICES
THIS AGREEMENT is made this _____ day of ____________, 2025 by and
between the City of Southlake, a Texas home rule municipality (hereinafter referred to as
“CITY”), and Kimley-Horn and Associates, Inc. (hereinafter referred to as “ENGINEER”).
WHEREAS, CITY contemplates the need for engineering services for the
proposed Construction Phase Hourly Services For Continental Intersections Agreement
(hereinafter referred to as the “Project”).
WHEREAS, ENGINEER is licensed, qualified, able, and desirous of performing
the necessary engineering work upon which the Project is based and is willing and able
to work with CITY staff to organize and coordinate the professional services necessary to
complete the Project.
WHEREAS, in accordance with Texas Gov’t Code Ch. 2254, CITY has determined
that ENGINEER is acceptable to CITY and is the most highly qualified provider of services
for the Project on the basis of demonstrated competence and qualifications; and
NOW, THEREFORE, CITY engages ENGINEER to perform, and ENGINEER
agrees to perform, the engineering work for the Project, as more fully described herein
below, and CITY agrees to pay as compensation, and ENGINEER agrees to accept as
compensation, the payments on the dates and in the amounts herein specified, all in
accordance with the terms more fully set out below and as provided in Attachment A,
which is attached hereto and incorporated by reference as if fully set forth herein.
I. ARTICLE
ENGINEERING SERVICES
A. Scope of Work
ENGINEER will provide the supervision, direction, personnel, and equipment to
perform the engineering services outlined in Attachment A, which includes, but is not
limited to site observation and site observation reporting, construction administration, and
materials testing, to ensure final completion of the Project within the established contract
time and price, in accordance with the terms set forth in this Agreement.
B. Definitions
“Services” refer to the professional services performed by ENGINEER pursuant to
this Agreement.
C. Changes
CITY, without invalidating the Agreement, may order changes within the general
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scope of the work required by the Agreement by altering, adding to and/or deducting from
the work to be performed. If any change causes an increase or decrease in ENGINEER’s
cost of, or the time required for, the performance of any part of the Services under the
Agreement, an equitable adjustment will be made by mutual agreement, and this
Agreement shall be modified in writing accordingly.
D. Coordination with CITY
The CITY shall make available to ENGINEER for use in performing Services
hereunder all existing plans, maps, field notes, statistics, computations, and other data in
the CITY’s possession relative to existing facilities and to the Project.
E. Site and Local Conditions
ENGINEER has the right to examine the site in order to become acquainted with
local conditions and accepts conditions at the site unless otherwise noted in writing to the
CITY. Any coordination or scheduling of work by CITY shall not relieve ENGINEER from
its responsibilities specified hereunder. Necessary arrangements for access to any site
by ENGINEER’s employees will be made with CITY.
F. Assignment and Subcontractors/Third Party Rights
The rights and obligations covered herein are personal to each party hereto and
not to any third-party and for this reason neither this Agreement nor any contract
hereunder shall be assigned by either party in whole or in part; nor shall ENGINEER
subcontract any of its obligations under this Agreement without the prior written consent
of CITY.
G. Independent Contractor
ENGINEER covenants and agrees that it will perform the work hereunder as an
independent contractor, and not as an officer, agent, servant, or employee of CITY; that
ENGINEER shall have exclusive control of and exclusive right to control the details of the
work performed hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, contractors,
subcontractors, and consultants; that the doctrine of respondent superior shall not apply
as between CITY and ENGINEER, its officers, agents, employees, contractors,
subcontractors, and consultants, and nothing herein shall be construed as creating a
partnership or joint enterprise between CITY and ENGINEER.
H. Disclosure
By signature of this contract, ENGINEER warrants to CITY that it has made full
disclosure in writing of any existing conflicts of interest or potential conflicts of interest,
including personal financial interests, direct or indirect, in property abutting the proposed
Project and business relations with abutting property owners. ENGINEER further
warrants that it will make disclosure in writing of any conflicts of interest that develop
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subsequent to the signing of this contract and prior to final payment under the contract.
Finally, Engineer warrants that it has submitted to the City a completed Conflicts of
Interest Questionnaire as required by Chapter 176 of the Texas Local Government Code.
I. Approval by CITY
Approval by CITY of this Agreement shall not constitute or be deemed to be a
release of the responsibility and liability of ENGINEER, its officers, agents, employees,
and subcontractors for the accuracy and competency of the Services performed under
this Agreement, including but not limited to surveys, designs, working drawings and
specifications and other engineering documents.
Such approval shall not be deemed to be a waiver or an assumption of such
responsibility and liability by CITY for any negligent act, error, or omission in the
performance of ENGINEER’s professional services or in the conduct or preparation of the
subsurface investigations, surveys, designs, working drawings and specifications or other
engineering documents by ENGINEER, its officers, agents, employees and
subcontractors, it being the intent of the parties that approval by CITY signifies the CITY’s
approval of only the general design concept of the improvements or Project to be
constructed. Engineer, shall without additional costs or fee to the CITY, correct or revise
any errors or deficiencies in ENGINEER’S performance.
J. Indemnification
THE ENGINEER SHALL HOLD HARMLESS, DEFEND, AND INDEMNIFY THE
CITY FROM ALL CLAIMS AND LIABILITY FOR DAMAGE ARISING OUT OF OR IN
CONNECTION WITH THIS CONTRACT TO THE EXTENT THAT THE DAMAGE IS
CAUSED BY OR RESULTS FROM AN ERROR, OMISSION, ACT OF NEGLIGENCE,
INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE
TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE ENGINEER OR
THE ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER
ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL. THE ENGINEER
SHALL ALSO REIMBURSE THE CITY FOR ANY AND ALL LEGAL COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEY FEES WHICH MIGHT BE
INCURRED BY THE CITY IN LITIGATION OR OTHERWISE RESISTING SAID CLAIM
OR LIABILITIES, WHICH MIGHT BE INCURRED BY, CHARGED AGAINST, OR
IMPOSED ON THE CITY AS THE RESULT OF SUCH NEGLIGENT ACTS OR
OMISSIONS BY THE ENGINEER IN PROPORTION TO THE ENGINEER’S LIABILITY.
THE PROVISIONS OF THIS SECTION ARE SUBJECT TO THE LIMITATIONS OF
TEXAS LOCAL GOVERNMENT CODE SECTION 271.904 AND SHALL BE
CONSTRUED TO THAT EFFECT.
ENGINEER further agrees that during the course and scope of this AGREEMENT,
except with CITY’S knowledge and consent, ENGINEER shall not represent any third-
party against the CITY in any claim, litigation, or other matter, or be retained to act as an
expert witness for any third party in any claim, litigation, or any other matter that is, or
may be, adversarial to the CITY, as determined by the CITY.
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K. No Third-Party Beneficiary
For purposes of this Agreement, including its intended operation and effect, the
parties specifically agree and contract that: (1) this Agreement only affects
matters/disputes between the parties to this Agreement, and is in no way intended by the
parties to benefit or otherwise affect any third person or entity (except the indemnitees
identified or described in Article I, Section J., above), notwithstanding the fact that such
third person or entities may be in a contractual relationship with CITY and ENGINEER, or
both; and (2) the terms of this Agreement are not intended to release, either by contract
or operation of law, any third person or entity from obligations they owe to either CITY or
ENGINEER. ENGINEER shall provide a list of all subconsultants, subcontractors,
suppliers, or any entity over which ENGINEER exercises control on form AIA G05, or a
similar form approved by CITY.
L. Successors and Assigns
CITY and ENGINEER each bind themselves and their successors, executors,
administrators and assigns to the other party to this Agreement and to the successors,
executors, administrators and assigns of such other party with respect to all covenants of
this Agreement. Neither CITY nor ENGINEER shall assign or transfer its interest in this
Agreement without prior written consent of the other.
II. ARTICLE
CITY’S RESPONSIBILITIES
CITY will:
1. Provide full information as to CITY’s requirements for the Project;
2. Assist ENGINEER by placing at ENGINEER’s disposal all information in
CITY’s control or knowledge which is pertinent to the Project, including
executed right-of-way easements and final field survey data;
3. Examine all work presented by ENGINEER and respond within reasonable
time and in writing to the material submitted by ENGINEER;
4. Pay all costs incident to advertising for obtaining bids or proposals from
Contractors, except as otherwise provided on Attachment A;
5. Give prompt written notice to ENGINEER whenever CITY observes or
otherwise becomes aware of any defect in ENGINEER’s work or in
Contractor’s work;
6. Designate in writing a person to act as its representative with respect to this
Agreement, such person having complete authority to transmit instructions,
receive information, and make or interpret the CITY’s decisions;
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7. Provide all information and criteria as to the CITY’s requirements,
objectives, and expectations for the Project including all numerical criteria
that are to be met and all standards of development, design, or construction;
8. Provide to the ENGINEER all previous studies, plans, or other documents
pertaining to the Project and all new data reasonably necessary in the
ENGINEER’s opinion, such as site survey and engineering data,
environmental impact assessments or statements, zoning or other land use
regulations, etc., upon all of which the ENGINEER may rely;
9. Arrange for access to the site and other private or public property as
required for the ENGINEER to provide its services; and
10. Provide any other information or assistance as outlined in Attachment A
hereto.
III. ARTICLE
COMPENSATION FOR ENGINEERING SERVICES
The CITY shall compensate ENGINEER for services rendered under this
Agreement, in accordance with the following:
For the completion of the work contemplated in Article I, the ENGINEER shall be
paid on an hourly reimbursable basis in the total amount of $1,750,000 for Basic Services
(as outlined in Attachment A) with a total not to exceed cost ceiling of $1,750,000 as billed
monthly by ENGINEER.
IV. ARTICLE
TIMES OF BILLING AND PAYMENT
The ENGINEER shall bill CITY monthly for any services and expenses incurred in
accordance with the work performed subject to the limits set out in Article III. Payment
shall be due within thirty (30) days of receipt by CITY of a properly prepared and correct
invoice from ENGINEER. ENGINEER’s invoices shall be accompanied by such records
or other written proof as CITY deems necessary to verify the billings. Invoices shall be
made to City Finance Department’s office at 1400 Main Street, Suite 440, Southlake,
Texas 76092.
If CITY fails to make payment due to the ENGINEER within thirty (30) days of the
day when payment for services and expenses is due under the terms of this Agreement,
ENGINEER shall be entitled to interest on such unpaid sums at the rate provided in
Chapter 2251 of the Texas Government Code.
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V. ARTICLE
ADDITIONAL ENGINEERING SERVICES
In addition to performing the engineering services set out in Article I, hereof,
ENGINEER agrees to perform additional services as requested by CITY from time to time
and CITY agrees to compensate ENGINEER for such services in accordance with
ENGINEER’s standard hourly fee and expenses (see Attachment A) for actual time
expended and actual out-of-pocket sums expended, such services to be one or more of
the following:
1. Make or prepare detailed description of sites, maps, or drawings related
thereto and outside the scope of the Project;
2. Appearances before courts or boards on matters of litigation or hearings
related to the Project;
3. Preparation of environmental impact assessments or statements for any
governmental agency;
4. Miscellaneous engineering work for CITY not related to the Project;
5. To provide resident project construction inspection, unless such inspection
is not required, in writing, by the CITY; or
6. Other services agreed to by the parties in writing and incorporated herein.
VI. ARTICLE
STANDARD OF CARE
ENGINEER agrees to furnish professional engineering services in accordance
with the terms and conditions of this Agreement (1) with the professional skill and care
ordinarily provided by competent engineers practicing under the same or similar
circumstances and professional license; and (2) as expeditiously as is prudent
considering the ordinary professional skill and care of a competent engineer.
VII. ARTICLE
PERIOD OF SERVICE
This Agreement shall be effective upon execution by CITY and ENGINEER, and
shall remain in force until work is completed on the Project or until terminated under the
provisions hereinafter provided in Article VIII.
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VIII. ARTICLE
TERMINATION
The CITY may terminate this Agreement at any time for convenience, with or
without cause by giving written notice to the ENGINEER. Such termination may be made
effective on such future date as agreed by the parties, but absent such agreement shall
be immediate. Upon receipt of such notice the ENGINEER shall immediately discontinue
all services and work and the placing of all orders or the entering into contracts for
supplies, assistance, facilities, and materials in connection with the performance of this
Agreement and shall proceed to cancel promptly all existing contracts insofar as they are
chargeable to this Agreement.
The ENGINEER, upon termination, shall be paid for all services rendered through
the date of termination together with any additional reimbursable expense then due.
IX. ARTICLE
OWNERSHIP OF DOCUMENTS
1. All information, documents, and communications relating to this Agreement
may be subject to the Texas Public Information Act (“Act”) and any opinion
of the Texas Attorney General or a court of competent jurisdiction relating
to the Act. All completed or partially completed reports prepared under this
Agreement, including the original drawings in both paper and electronic
formats, shall become the property of CITY if this Agreement is terminated.
Upon completion and payment of the contract, the final design, drawings,
specifications and documents in both paper and electronic formats shall be
owned by CITY.
2. Reuse, change or alteration by CITY or others acting by or on behalf of
CITY of such documents without the permission of ENGINEER shall be at
CITY’s sole risk.
X. ARTICLE
INSURANCE
ENGINEER shall carry and maintain at all times relevant hereto, at ENGINEER’s
expense, insurance of the type and of minimum coverage limits as follows:
1. Workers Compensation - Statutory Employer’s Liability - Limits as required
by the State of Texas.
2. Comprehensive General Liability, Bodily Injury and Property Damage
including contractual liability in a combined single limit - $500,000 per
occurrence.
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3. Comprehensive Automotive Liability, Bodily Injury and Property Damage in
a combined single limit - $1,000,000 per accident.
Certificates of insurance for the above coverage in a form acceptable to CITY,
evidencing the coverage required above, shall be provided to CITY within ten (10)
business days after execution of this Agreement and prior to issuing Notice to Proceed.
Such certificates shall provide that the insurer will give CITY not less than ten (10) days’
notice of any material changes in or cancellation of coverage. In the event any
subcontractor of ENGINEER, with or without CITY’s consent, provides or renders
services under this Agreement, ENGINEER shall ensure that the subcontractor’s services
are covered by the same insurance limits as set forth above.
ENGINEER shall not commence work under this Agreement until it has obtained
Professional Liability (Errors and Omissions) Insurance as required hereunder and such
insurance coverage has been approved by CITY. Such insurance shall be in the minimum
amount of $1,000,000 and shall include coverage of Contractually Assumed Liability. The
insurance coverage prescribed herein shall be maintained until one (1) year after CITY’s
acceptance of the construction project and shall not be canceled without prior written
notice to CITY. In this connection, upon the signing and return of this Agreement by
ENGINEER, a Certificate of Insurance shall be furnished to CITY as evidence that the
insurance coverage required herein has been obtained by ENGINEER, and such
certificate shall contain the provision that such insurance shall not be cancelled or
modified without thirty (30) days prior written notice to CITY. ENGINEER shall notify CITY
within ten (10) days of any modification or alteration in such Professional Liability (Errors
and Omissions) Insurance.
The “City of Southlake, Texas, and its officers, officials, and employees”, shall be
named as an additional insured by endorsement to the general insurance coverage listed
in this Agreement, excluding Workers’ Compensation, Employers’ Liability, and
Professional Liability (for which a waiver of subrogation is required to be issued in favor
of the CITY), with regard to ENGINEER’s activities as required by this Agreement.
ENGINEER shall provide any defense provided by the policy to a named insured. The
coverage shall contain no special limitations on the scope of protection afforded to CITY,
and all premiums arising from the coverage herein shall be the responsibility of
ENGINEER.
XI. ARTICLE
AUTHORIZATION, PROGRESS AND COMPLETION
CITY and ENGINEER agree that the Project is planned to be completed as
expeditiously as possible. ENGINEER shall employ manpower and other resources, and
use professional skill and diligence to meet the schedule; however, ENGINEER shall not
be responsible for schedule delays resulting from conditions beyond its control. By
mutual agreement, CITY and ENGINEER may modify the Project schedule during the
course of the Project and if such modifications affect ENGINEER’s compensation, it shall
be modified accordingly, subject to CITY’s approval.
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It is understood that this Agreement contemplates full and complete engineering
services for this Project, including any and all Services necessary to complete the work.
For additional Engineering Services, the authorization by CITY shall be in writing and
shall include the definition of the services to be provided, the schedule for commencing
and completing the services, and the basis for compensation as agreed upon by CITY
and ENGINEER.
XII. ARTICLE
NOTICE
Any notice required under this Agreement will be in writing and given either
personally, by registered or certified mail, return receipt requested, or by a nationally
recognized overnight courier service, addressed to the parties as follows:
If to CITY: Alison Ortowski
City Manager
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
Phone: (817) 748-8400
Fax: (817) 748-8010
If to ENGINEER: Tom Grant, P.E.
Vice President
Kimley-Horn and Associates, Inc.
225 E. John W. Carpenter Freeway, Ste. 1100
Irving, TX, 75062
Phone: 214-420-5622
All notice shall be effective upon the date of receipt.
XIII. ARTICLE
SEVERABILITY
In the event that any provision of this Agreement shall be found to be void or
unenforceable, such finding shall not be construed to render any other provisions of this
Agreement either void or unenforceable. All provisions, which are void or unenforceable,
shall not substantially affect the rights or obligations granted to or undertaken by either
party.
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XIV. ARTICLE
GOVERNMENTAL FUNCTIONS
The parties hereby acknowledge and agree that CITY is entering into this
Agreement pursuant to its governmental functions and that nothing contained in the
Agreement shall be construed as constituting a waiver of CITY’S governmental immunity
from suit or liability, which is expressly reserved to the extent allowed by
law. Notwithstanding anything to the contrary herein, the parties hereby acknowledge
and agree that to the extent this Agreement is subject to the provisions of Subchapter I
of Texas Local Gov’t Code Ch. 271, as amended, the CITY’S immunity from suit is waived
only as set forth in Subchapter I of Texas Local Gov’t Code Ch. 271. Further, the parties
agree that this Agreement is made subject to all applicable provisions of the Texas Civil
Practice and Remedies Code, including but not limited to all defenses, limitations, and
exceptions to the limited waiver of immunity from liability provided in Chapter 101 and
Chapter 75 of the Texas Civil Practice and Remedies Code.
XV. ARTICLE
EMPLOYEE VERIFICATIONS/DEBARMENT
To the extent allowed by Texas law, ENGINEER shall verify that a criminal
background check has been performed on all of its employees working on the Project.
Verification should show clearance of county, federal, and national criminal records and
of sex offender records for each employee. No employee will be permitted to work on the
Project if the employee has a criminal record of violent or sexual offenses, or other violent
crimes of moral turpitude. A criminal background check will be required for each new
employee that ENGINEER employs to perform work on the Project, and ENGINEER shall
certify compliance with this paragraph to CITY. All costs associated with the criminal
background checks are the responsibility of ENGINEER. In addition to the foregoing
requirements of this paragraph, ENGINEER shall also certify that its employees have not
been debarred, suspended, or otherwise excluded under federal laws, rules, or
regulations.
XVI. ARTICLE
ENGINEER’S SEAL
The ENGINEER shall place a Texas Professional Engineer’s seal of endorsement
on all documents and engineering data furnished by ENGINEER to CITY.
XVII. ARTICLE
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PUBLIC FUNDING
This AGREEMENT is subject to the appropriation of public funds by the City in its
budget adopted for any fiscal year for the specific purpose of making payments pursuant
to this AGREEMENT for that fiscal year. The obligation of the City pursuant to this
AGREEMENT in any fiscal year for which this AGREEMENT is in effect shall constitute a
current expense of the City for that fiscal year only, and shall not constitute an
indebtedness of the City of any monies other than those lawfully appropriated in any fiscal
year. In the event of non-appropriation of funds in any fiscal year to make payments
pursuant to this AGREEMENT, this AGREEMENT may be terminated without any liability
to either party.
XVIII. ARTICLE
VENUE-LAW
Venue of any suit or cause of action under this Agreement shall lie exclusively in
Tarrant County, Texas. This Agreement shall be construed in accordance with the laws
of the State of Texas.
XIX. ARTICLE
TEXAS BOYCOTT PROHIBITIONS
To the extent required by Texas law, ENGINEER verifies that: (1) it does not have
a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association, as defined in Texas Government Code § 2274.001, as
amended, and that it will not during the term of this Agreement discriminate against a
firearm entity or firearm trade association; (2) it does not “boycott Israel” as that term is
defined in Texas Government Code § 808.001, and Texas Government Code Ch. 2271,
as amended, and it will not boycott Israel during the term of this Agreement; (3) it does
not engage in business with terrorist countries or other countries prohibited by the State
of Texas; and (4) it does not “boycott energy companies,” as those terms are defined in
Texas Government Code §§ 809.001 and 2274.001, and it will not boycott energy
companies during the term of this Agreement.
XX. ARTICLE
ETHICS DISCLOSURE
To the extent required by law, ENGINEER represents that it has completed a
Texas Ethics Commission (the “TEC”) form 1295 (“Form 1295”) generated by the TEC’s
electronic filing application in accordance with the provisions of Texas Gov’t Code Ch.
2252.908 and the rules promulgated by the TEC. The parties agree that, with the
exception of the information identifying the CITY and the contract identification number,
the CITY is not responsible for the information contained in the Form 1295.
XXI. ARTICLE
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EXTENT OF AGREEMENT
This Agreement represents the entire and integrated agreement between CITY
and ENGINEER and supersedes all prior negotiations, representations or agreements,
either written or oral.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed
in two (2) equal originals on the date and year first above mentioned.
CITY OF SOUTHLAKE:
By: _________________________________
Shawn McCaskill, Mayor
ATTEST:
By: _________________________________
City Secretary
Attachment A
kimley-horn.com 225 E John W Carpenter Freeway, Suite 1100, Irving, TX 75062 214.420.5600
April 25, 2025
Kevin Ferrer, P.E.
City Engineer
City of Southlake
1400 Main Street, Suite 320
Southlake, Texas 76092
Re: Professional Services Agreement for
Construction Phase Services for Continental Boulevard & Union Church Road at Davis
Boulevard (FM 1938) Intersection Improvements and West Continental Boulevard & South
Peytonville Avenue Roundabout
Dear Mr. Ferrer,
Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “the Consultant”) is pleased to submit this letter
agreement (the “Agreement”) to the City of Southlake (the “City” or “City”) to provide professional
services. Our project understanding, scope of services, schedule, and fee are below.
Project Understanding
Continental Boulevard & Union Church Road at Davis Boulevard (FM 1938) Intersection Improvements
and West Continental Boulevard & South Peytonville Avenue Roundabout includes: intersection and
approach reconstruction at the intersection of FM 1938 (Davis Boulevard), intersection of Peytonville
Avenue, and Union Church Road/Continental Boulevard for paving, drainage, water, creek, and traffic
signal improvements. This contract provides construction phase services for the duration of
construction activities for the project. This contract is based on a thirty-two (32) month construction
contract duration. If the construction lasts longer than thirty-two months, it will be considered additional
services.
Scope of Services
Task 1: Construction Phase Services (Reimbursable/Hourly)
The scope of services listed may or may not be performed as part of our services. Work under this
task shall only be performed at the discretion of the CITY. This task includes up to 8,085 hours of
ENGINEER’s labor plus expenses (subconsultant and reimbursables) and may provide the following:
1.1. Pre-Notice to Proceed for Construction Services
Kimley-Horn will assist the City as needed prior to the issuance of a Notice to Proceed for
construction. Services may include: additional coordination and support to the City
leading up to the start of construction, additional procurement-related services and
support, compiling and providing conformed plan sets and project manual (including
contract documents) for City/Contractor execution, preparation for and attending the Pre-
Construction Meeting, etc.
1.2. Meetings:
Kimley-Horn will attend one (1) on-site preconstruction meeting and thirty-two (32)
monthly construction progress meetings on-site with the City and the Contractor to review
the status of the construction and coordinate upcoming work or any outstanding items.
Attachment A - Page 2
kimley-horn.com 225 E. John W. Carpenter Freeway, Suite 1100 Irving, TX 75062 214.420.5600
Kimley-Horn will prepare meeting agendas and meeting notes for the thirty-three (33)
meetings listed above to distribute to the project team.
1.3. Clarifications and Interpretations:
Kimley-Horn will respond to reasonable and appropriate Contractor Requests for
Information, catalog them, and issue necessary clarifications and interpretations of the
Contract Documents. Any orders authorizing variations from the Contract Documents will
be made by Client. This scope assumes up to 30 RFI’s during construction.
1.4. Shop Drawings and Submittals:
Kimley-Horn will review and take other appropriate action in respect to Shop Drawings
and Submittals and other data which Contractor is required to submit, but only for
conformance with the information given in the Contract Documents. Such review or other
action will not extend to means, methods, techniques, equipment choice and usage,
schedules, or procedures of construction or to related safety programs. This scope
assumes up to 50 shop drawing and product submittals and up to 10 resubmittals.
1.5. Recommendations with Respect to Defective Work:
Kimley-Horn will recommend to Client that Contractor's work be disapproved and rejected
while it is in progress if, based on its observations, Kimley-Horn believes that such work
will not produce a completed Project that generally conforms to the Contract Documents.
1.6. Substitutes and "or-equal":
Kimley-Horn will evaluate and determine the acceptability of substitute, "or-equal"
materials and equipment proposed by Contractor in accordance with the Contract
Documents.
1.7. Disagreements between Client and Contractor:
Kimley-Horn will, if requested by Client, render written decision on all claims of Client and
Contractor relating to the acceptability of Contractor's work or the interpretation of the
requirements of the Contract Documents. In rendering decisions, Kimley-Horn shall be
fair and not show partiality to Client or Contractor and shall not be liable in connection
with any decision rendered in good faith.
1.8. Applications for Payment
Kimley-Horn will review thirty-two (32) Contractor applications for payment. Based on its
observations and on review of applications for payment and accompanying supporting
documentation, Kimley-Horn will determine the amounts that it recommends Contractor
be paid. Such recommendations of payment will be in writing and will constitute Kimley-
Horn’s representation to City, based on such observations and review, that, to the best
Kimley-Horn’s knowledge, information and belief, Contractor’s work has progressed to
the point indicated and that such work-in-progress is generally in accordance with the
Contract Documents subject to any qualifications stated in the recommendation. In the
case of unit price work, Kimley-Horn’s recommendations of payment will include
determinations of quantities and classifications of Contractor's work, based on
observations and measurements of quantities provided with pay requests.
By recommending any payment, Kimley-Horn shall not thereby be deemed to have
represented that its observations to check Contractor's work have been exhaustive,
extended to every aspect of Contractor's work in progress, or involved detailed
inspections of the Work beyond the responsibilities specifically assigned to Kimley-Horn
in this Agreement. It will also not impose responsibility on Kimley-Horn to make any
examination to ascertain how or for what purposes Contractor has used the moneys paid
Attachment A - Page 3
kimley-horn.com 225 E. John W. Carpenter Freeway, Suite 1100 Irving, TX 75062 214.420.5600
on account of the Contract Price, nor to determine that title to any portion of the work in
progress, materials, or equipment has passed to City free and clear of any liens, claims,
security interests, or encumbrances, nor that there may not be other matters at issue
between City and Contractor that might affect the amount that should be paid.
1.9. Construction Schedule Review
Kimley-Horn will perform a review of Contractor’s monthly construction schedule. An
initial schedule will be reviewed for schedule health and for consistency with project
phasing and contract time limits. Comments will be provided to the Contractor and the
Town. This activity includes a comment resolution meeting to assist in the acceptance of
a baseline schedule for the project.
1.10. City and Contractor Coordination
Kimley-Horn will perform coordination with City staff and the Contractor on an as-needed
basis regarding project documentation, the project schedule, and known project issues.
The purpose of this coordination will be to facilitate communication and resolution of
outstanding items to promote progress of the project during construction.
1.11. Change Orders
Kimley-Horn may recommend Change Orders to the Client and will review and make
recommendations related to Change Orders submitted or proposed by the Contractor.
Kimley-Horn will coordinate change order review to arrange for the appropriate parties to
receive the submitted information from the Contractor, reviewers to respond in the
required time, any questions are addressed, and all submitted items are properly
documented. This scope assumes up to 2 change orders during construction.
1.12. Site Observation
Kimley-Horn will perform periodic site visits. Site observation will be scheduled based on
contractor activities at the site. Site visits will follow the guidelines established in the
original contract for engineering services for this project. Site visits will be documented
with observation reports to include a description of work in progress and any
observations of construction issues that may require attention. Assumes 5 site visits per
week on average for thirty-two (32) months. Site visits will vary as needed per
construction activities.
1.13. Substantial Completion
Kimley-Horn will, promptly after notice from Contractor that it considers the entire Work
ready for its intended use, coordinate a substantial completion walkthrough. This activity
will include the documentation of substantial completion observations and deficiencies.
This scope includes one substantial completion walk through and punch list.
1.14. Final Notice of Acceptability of the Work
Kimley-Horn will coordinate a final site visit to determine if the completed Work of
Contractor is generally in accordance with the Contract Documents and the final punch
list so that Consultant may recommend, in writing, final payment to Contractor. This
scope includes one final completion walk through.
1.15. Record Drawings
Kimley-Horn will prepare Record Drawings from information provided by the Contractor
depicting any changes made to the Final Drawings during construction.
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Kimley-Horn shall modify the Final Drawings electronically and shall place a stamp on the
plans indicating that they represent Record Drawings of the project as constructed. The
stamp shall be signed and dated by Kimley-Horn and shall be placed on each plan sheet,
whether there are any revisions on the sheet or not. Each sheet shall clearly indicate all
changes which apply to that sheet by clouding and numbering, or other suitable means.
Limitation of Responsibilities
Kimley-Horn shall have no responsibility for any contractor's means, methods,
techniques, equipment choice and usage, equipment maintenance and inspection,
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.
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.
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Task 2: Materials Testing (PROVIDED BY A SUBCONSULTANT) (Reimbursable/Hourly)
The scope of services listed may or may not be performed as part of our services. Work under this task
shall only be performed at the discretion of the CITY and will be performed by a subconsultant who
may provide the following:
2.1. Soils
Laboratory Testing
o Moisture Density Relationship, TxDOT or ASTM [Per Each]
o Atterberg Limits [Per Each]
o Particle Size Analysis (Gradation) [Per Each]
o Cement Series Curve [Per Each]
Field Testing/Observation
o In-Place Nuclear Densities [Per Each]
o Materials Technician [Per Hour]
o Vehicle Travel Charge [Per Trip]
2.2. Concrete
Laboratory Testing
o Concrete Compressive Strength Cylinders [Per Each]
Field Testing/Observation
o Materials Technician [Per Hour]
o Vehicle Travel Charge [Per Trip]
2.3. Asphalt
Laboratory Testing
o Bag Sample (extraction, Gradation, A/C content) [Per Each]
o Molding Specimens, Laboratory Density of Molded Specimens, Stability Test,
Hveem, Maximum Theoretical Specific Gravity) [Per Each]
o Density of Asphalt Cores [Per Each]
Field Testing/Observation
o Materials Technician [Per Hour]
o In-Place Nuclear Densities [Per Each]
o Asphalt Coring & Equipment Fee [Per Day]
o Vehicle Travel Charge [Per Trip]
2.4. Project Administration
o Administrative Assistant/Clerical [Per Hour]
o Project Manager [Per Hour]
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kimley-horn.com 225 E. John W. Carpenter Freeway, Suite 1100 Irving, TX 75062 214.420.5600
Additional Services
Any services not specifically identified in the Scope of Services shall be considered Additional Services.
These may be performed on an individual basis upon written authorization by the CITY at our then
current hourly rates under the existing Agreement if budget allows.
Materials testing coordination is not included in this amendment and will be provided by the
construction contractor.
Specialized testing/inspection is not included in this contract.
Additional meetings.
Services related to warranty claims, enforcement, and inspection after final completion.
Assist the City as an expert witness in litigation in connection with the project or in hearings before
approving and regulatory agencies.
Redesign to reflect project scope changes requested by the City, required to address changed
conditions or change in direction previously approved by the City, mandated by changing
governmental laws, or necessitated by the City’s acceptance of substitutions proposed by the
contractor.
Any services not listed above.
Schedule
The ENGINEER will provide its services as expeditiously as practical to meet a mutually agreed upon
schedule.
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Fee and Billing
The ENGINEER will perform the services identified in the Scope of Services on a Reimbursable/Hourly
basis in accordance with the following tasks:
Reimbursable/Hourly: Task Fee:
Task 1 – Construction Phase Services $ 1,600,000
Task 2 – Materials Testing $ 150,000
Total Reimbursable/Hourly: $ 1,750,000
Total Fee: $ 1,750,000
The ENGINEER will provide the Reimbursable/Hourly Tasks services on a labor fee plus expense
basis. For your budgeting purposes, we recommend allocating $1,750,000 for these tasks (not-to-
exceed). The fee breakdowns for each task are for budgeting purposes only and ENGINEER reserves
the right to reallocate the reimbursable budget among tasks as necessary. Direct reimbursable
expenses (subconsultant fees, out-of-house printing, courier services, etc.) will be billed at a rate of
1.10 times cost. Labor fee will be billed on an hourly basis based on then hourly rates. A percentage of
labor fee (6%) will be added to each invoice and is included in the not-to-exceed budgets, to cover
certain other expenses such as telecommunications, printing, in-house reproduction, postage,
computer expenses, supplies, and local mileage. Administrative time related to the project will be billed
hourly. All permitting, application, and similar project fees will be paid directly by the CITY.
Fees will be invoiced monthly based on the actual amount of services performed and expenses
incurred. A description of services provided and hourly breakdown will be provided with each invoice.
Payment will be due within thirty (30) days of your receipt of the invoice.
Closure
If you concur in all the foregoing and wish to direct us to proceed with the services, please have
authorized persons execute the Agreement for Engineering Services and return to us. 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.
Sincerely,
KIMLEY-HORN AND ASSOCIATES, INC.
Brad Rusk, CPC, CCCA
Project Manager