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Item 4C - Engineering Services Agreement - Loch Meadow
801 Cherry Street, Suite 2800 + Fort Worth, Texas 76102 + 817-735-7300 + FAX 817-735-7491 May 6, 2026 Mr. Josue Hernandez City of Southlake 1400 Main Street, Suite 320 Southlake, Texas 76092 Re: Professional Service Agreement for Loch Meadows Lift Station Improvements Dear Mr. Hernandez: Freese and Nichols, Inc. (FNI) is pleased to provide this proposal for professional design services for the Loch Meadows Lift Station Improvements. The fee includes project and quality management, field investigations including flow monitoring and lift station testing, preliminary design report, and hydraulic modeling services. A summary of the additional costs is shown below: Item Fee Basic Services $134,376 Task 1 – Project and Quality Management $58,331 Task 2 – Field Investigation and Data Collection $17,513 Task 3 – Preliminary Design Report $38,440 Task 4 – Basin N-18 Wastewater Hydraulic Model Update $20,092 Special Services $43,654 Task 5 – Flow Monitoring and Lift Station Testing $43,654 Total $178,030 Freese and Nichols, Inc. appreciates this opportunity, and we would like to meet with you to discuss these additional services at your convenience. Sincerely, Lauren Nobles, P.E. Project Manager Attachments Professional Services Agreement Scope of Services Compensation Schedule Terms and Conditions www.freese.com AGREEMENT FOR ENGINEERING SERVICES THIS Agreement for Engineering Services, hereinafter referred to as the “Agreement” is made this _____ day of ____________, 2026 by and between the City of Southlake, Texas (hereinafter referred to as “CITY”), and Freese and Nichols, Inc. (hereinafter referred to as “ENGINEER”) referred herein individually as, the “Party,” and collectively as, the “Parties.”. WHEREAS, CITY contemplates the need to improve the N-18 Basin lift station, this project is to be known as the Loch Meadows Lift Station Improvement project and hereinafter referred to as the “Project”. WHEREAS, ENGINEER is 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 engineering services necessary to complete the Project. 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—City of Southlake Loch Meadows Lift Station Improvements Attachment B—Terms and Conditions of Agreement, which are 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 in accordance with the terms set forth in this Agreement and in Attachment A. B. Personnel ENGINEER hereby warrants and represents to CITY: 1. That it has all personnel required in performing the Services under this Agreement; 2. That all of the Services required hereunder will be performed by ENGINEER or under ENGINEER’s supervision; and 3. That all personnel engaged in the Services shall be qualified to perform such services in a reasonably prudent manner and in accordance with Article VI—Standard of Care of this Agreement. C. Definitions “Services” shall refer to the professional services performed by ENGINEER pursuant to this Agreement. D. Changes The CITY may, without invalidating this Agreement, issue written orders to make changes within the general scope of the work including additions, deletions, or modifications to the work to be performed. If any change results in an increase or decrease in the ENGINEER’s cost, or the time required to perform any portion of the Services under this Agreement, the Parties shall, by written mutual agreement, make an equitable adjustment, and this Agreement shall be amended in writing accordingly. E. Coordination with Owner Upon receiving a written request by ENGINEER, the CITY shall make available to ENGINEER for use in performing Services herein all existing plans, maps, field notes, statistics computations and other data in the CITY’s possession relative to existing facilities and to the Project. F. Site and Local Conditions 1. ENGINEER has the right to examine the site in order to become acquainted with local conditions and accepts conditions at the site, “as-is”, unless otherwise prevented by a force majeure event and is noted in writing to the CITY. 2. Any coordination or scheduling of work by CITY shall not relieve ENGINEER from its responsibilities specified herein. G. Assignment and Subcontractors/Third Party Rights 1. The interests, 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, conveyed, or transferred 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, which may be withheld at the CITY’s sole discretion. 2. Any attempted assignment, conveyance, transfer, or delegation in violation of this provision shall be null and void and shall constitute a material breach of this Agreement. In the event of an assignment by ENGINEER to which the CITY has consented, the assignee or the assignee’s legal representative shall agree in writing with the CITY to personally assume, perform, and be bound by all the covenants, terms, obligations, and agreements contained in this Agreement. H. Independent Contractor 1. ENGINEER covenants and agrees that it will perform the work hereunder as an independent contractor, and not as an officer, agent, servant, employee, or otherwise under the control of CITY. 2. ENGINEER shall have exclusive control of and exclusive right to control the details and manner of the Services performed herein, and all persons performing same. 3. ENGINEER shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, sub-subcontractors, and consultants; the doctrine of respondent superior shall not apply as between CITY and ENGINEER, its officers, agents, employees, contractors, subcontractors, sub-subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and ENGINEER. I. Disclosure 1. 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. 2. ENGINEER warrants that it shall disclosure in writing of any conflicts of interest that arises after execution of this Agreement and before final payment under the contract is made. Such disclosure shall be provided to CITY within seven (7) days of ENGINEER’s discovery of the conflict. 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. J. Approval by CITY 1. 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, subcontractors, sub-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. 2. 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 engineering 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, subcontractors, and sub-contractors. K. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL HOLD HARMLESS AND INDEMNIFY THE CITY FROM ALL CLAIMS AND LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT 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 ENGINEER OR THE ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL. FOR CLAIMS OR LIABILITIES COVERD BY ENGINEER’S PROFESSIONAL LIABILITY POLICY, THE ENGINEER SHALL REIMBURSE (RATHER THAN DEFEND) THE CITY FOR ANY AND ALL LEGAL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ 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, INTENTIONAL TORT ACTS OR OMISSIONS BY THE ENGIENEER IN PROPORTION TO THE ENGINEER’S LIABILITY. NEITHER CITY NOR ENGINEER WAIVE ANY LEGAL CONTENTIONS, DEFENSES, OR IMMUNITIES, INCLUDING, BUT NOT LIMITED TO GOVERNMENTAL (I.E., SOVEREIGN) IMMUNITY. THIS PROVISION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. L. No Third-Party Beneficiary For purposes of this Agreement, including its intended operation and effect, the Parties expressly agree and contract that: i. This Agreement governs only the rights, obligations, and disputes between the CITY and ENGINEER and is in no way intended to confer any rights, benefits, benefit or remedies upon any third party or entity, except as expressly provided for indemnitees identified in Article I, Section K., above, ii. Nothing in this Agreement shall be construed to release, waive, or diminish any obligation or liabilities that any third party or entity may owe to the CITY or ENGINEER under contract, statute, or common law. The Parties expressly disclaim any intent to create third-party beneficiary rights under this Agreement. M. 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 rights, covenants, duties, and obligations of this Agreement. II. ARTICLE CITY’S RESPONSIBILITIES CITY shall undertake and perform the following obligations in accordance with this Agreement and Exhibit B—Terms and Conditions set forth herein: 1. The CITY shall provide ENGINEER with complete and accurate information regarding the CITY’s Requirements for the Project as reasonably necessary for the ENGINEER to perform its Services under this Agreement. For purposes of this Agreement, “Requirements” shall mean all written specifications, standards, criteria, objectives, constraints, and other directives necessary to define the scope, design, and performance expectations of the Project. All such requirements shall be provided in writing; 2. The CITY shall assist the Engineer by making available all information within the CITY’s possession or control that is relevant to the Project. Such information shall include, without limitation, executed right-of-way easements and final field survey data; 3. The CITY shall review all work submitted by ENGINEER and shall provide a written response to such submission within reasonable time of receipt; 4. The CITY shall bear and pay all costs associated with advertising for the solicitation of bids or proposals from Contractors; 5. The CITY shall provide prompt written notice to ENGINEER upon observing, or otherwise becoming aware of, any defect in ENGINEER’s work or in Contractor’s work; 6. The CITY shall designate, in writing, an individual to serve as its authorized representative under this Agreement. Such representative shall have full authority to transmit instructions, receive information, and make or interpret decisions on behalf of the CITY; 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. The CITY shall provide to the ENGINEER all existing studies, plans, and other documents related to the Project, as well as new data reasonably deemed by the ENGINEER, including but not limited to site survey, engineering data, environmental impact assessments or statements, and applicable zoning or land use regulations. The ENGINEER shall be entitled to rely upon the information provided by the CITY; however, the CITY makes no representation or warranty as to the accuracy or completeness of such information and shall not be liable for any errors, omissions, or inaccuracies contained therein. The ENGINEER shall exercise reasonable diligence to independently verify the accuracy and applicability of all information provided by the CITY prior to its use in performing Services under this Agreement; 9. The CITY shall arrange and secure access to the Project site and any other private or public property as reasonably necessary for the ENGINEER to perform its Services under this Agreement. 10. The CITY shall provide any additional information or assistance as may be specified in the Attachments to this Agreement, if and to the extent applicable. All Attachments referenced herein are hereby incorporated by reference and made a part of this Agreement as if fully set forth herein. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Attachment, the terms of this Agreement shall control and govern. III. ARTICLE COMPENSATION FOR ENGINEERING SERVICES The CITY shall compensate ENGINEER for services performed under this Agreement, in accordance with the following: For the completion of the work described in Article I, the ENGINEER shall be paid a lump sum amount of One Hundred Seventy-Eight Thousand Thirty Dollars ($178,030.00). Payment shall be contingent upon the CITY’s satisfactory completion of all services described in Article I and Attachment—A attached hereto, and submission of proper invoices to the CITY. This Agreement is also contingent upon the appropriation of funds by the City of Southlake, Texas. All payments by the CITY under this Agreement, including any provision in the Agreement relating to penalties, overages, interest, collections, or any other additional costs, shall be subject to and conditional upon the annual appropriation of public funds budgeted for the specific purposes of the Agreement in accordance with the City Charter and Texas law. The CITY shall make a good faith effort to appropriate funds in accordance with Texas law. If funds are not appropriated for any fiscal year during the term of this Agreement, the CITY may terminate this Agreement without penalty or further obligation. IV. ARTICLE TIMES OF BILLING AND PAYMENT The ENGINEER shall submit invoices to the CITY on a monthly basis for any services and reimbursable expenses incurred in accordance with the work performed, subject to the limits set forth in Article III. Each invoice shall be properly prepared, accurate, and accompanied by such supporting documentation, records, or other written proof as CITY may reasonably require to verify the amounts billed. The CITY shall have no obligation to pay any invoice that is incorrect, incomplete, or unsupported by adequate documentation. Failure by the ENGINEER to provide the required documentation with an invoice shall constitute a waiver of the ENGINEER’s right to payment for the amounts billed in that invoice. Payment of approved invoices shall be made within thirty (30) days after the CITY’s receipt and acceptance of a correct and properly documented invoice. All invoices shall be delivered to the CITY’s Finance Department at 1400 Main Street, Suite 420, Southlake, Texas 76092. The CITY reserves the right to withhold payment for any disputed charges until such dispute is resolved to the CITY’s satisfaction. Any invoice submitted more than sixty (60) days after the date the Services were performed shall be deemed invalid, and the ENGINEER shall waive any right to payment for such Services. If CITY fails to make any payment due to ENGINEER within thirty (30) days of the day after such payment becomes due under this Agreement, the ENGINEER shall provide written notice to the CITY of the delinquent amount. Interest shall begin to accrue on the unpaid balance only if the CITY fails to remit payment within ten (10) days after receipt of such payment. ENGINEER shall be entitled to interest on unpaid amount at the rate specified in Chapter 2251 of the Texas Government Code, as amended. V. ARTICLE ADDITIONAL ENGINEERING SERVICES In addition to performing the engineering services described in Article I of this Agreement, ENGINEER shall perform such additional services as the CITY may request from time to time, provided that no additional services shall be undertaken without the CITY’s prior written authorization. The CITY shall compensate ENGINEER for such authorized services at rates and terms mutually agreed upon in writing by the Parties, based on actual time expanded and actual out-of-pocket expenses incurred. Any additional services performed without the CITY’s prior written authorization shall be deemed unauthorized and shall not be subject to compensation. Such additional services may include, but are not limited to 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 entity or 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; and 6. Other services agreed to by the parties in writing and incorporated herein. VI. ARTICLE STANDARD OF CARE Pursuant to Texas Local Government Code §271.904(d), the ENGINEER will perform its engineering services with the professional skill and care ordinarily provided by competent engineers, practicing under the same or similar circumstances and professional license, and will perform engineering services as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer and in accordance with any other applicable governmental laws, regulations, and ordinances. 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. VIII. ARTICLE TERMINATION & CLAIMS A. 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 cease all services and work under this Agreement, including the placement of any orders or the execution of contracts for supplies, assistance, facilities, or materials related to its performance. The ENGINEER shall promptly take all necessary steps to cancel any existing contracts to the extent they are attributable to this Agreement. B. The ENGINEER, upon termination, shall be paid for all services rendered through the date of termination together with any additional reimbursable expense then due in accordance with Article IV. C. Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be subject to mediation by mutual written agreement of the Parties but shall not be a condition precedent to litigation in a court of competent jurisdiction. The Parties shall share the mediator’s fee and filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. D. The CITY and ENGINEER shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with applicable law. E. The Parties hereby acknowledge and agree that the 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 the 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 Chapter 271, Texas Local Government Code, as amended, the CITY’s immunity from suit is waived only as set forth in Subchapter I of Chapter 271 Texas Local Government Code. Further, the Parties agree that this Agreement is made subject to all applicable provisions of the Texas Civil Practice and Remedies Code (“CPRC”), including but not limited to all defenses, limitations, and exceptions to the limited waiver of immunity from liability provided in CPRC Chapter 101 and Chapter 75. F. The CITY expressly reserves its legislative and municipal police power in accordance with the laws of the State of Texas. Any provision, term, or condition in the Contract requiring CITY to waive its rights under Texas or Federal Constitution, or under any foreign law(s), or limiting the claims or remedies available to CITY, or requiring settlement of claims through binding mediation or arbitration are void and shall be given no effect. IX. ARTICLE OWNERSHIP OF DOCUMENTS A. All reports, whether completed or partially completed, prepared under this Agreement— including the original drawings, designs, specifications, and related documents in both paper and electronic formats—shall become the property of CITY upon termination of this Agreement. Upon full performance and payment under this Agreement, all final design, drawings, specifications and related documents, in both paper and electronic formats, shall be the sole and exclusive property of CITY. B. Any reuse, modification, or alteration of such documents by CITY, or by any party acting on behalf of CITY, without the prior written consent of ENGINEER, shall be undertaken at CITY’s sole risk and responsibility. ENGINEER shall have no liability arising from such unauthorized reuse, modification, or alteration. C. Any reuse by ENGINEER will be at ENGINEER’s sole risk and without liability or legal exposure to CITY, and ENGINEER shall indemnify and hold harmless CITY from all claims, damages, losses, and expenses including reasonable attorneys' fees arising out of or resulting therefrom. D. The ENGINEER hereby assigns to CITY all rights, title, and interest in and to any intellectual property created, developed, or produced in connection with the performance of this Agreement, including but not limited to copyrights, design rights, and any other proprietary rights in the deliverables. The ENGINEER shall execute any documents and take any actions reasonably necessary to perfect such assignment. E. The ENGINEER retains no rights to use, reproduce, or distribute any deliverables or intellectual property created under this Agreement, except with the prior written consent of CITY. Any pre-existing intellectual property of the ENGINEER incorporated into the deliverables shall remain the property of the ENGINEER; however, the ENGINEER grants CITY a perpetual, irrevocable, royalty-free license to use, reproduce, modify, and distribute such pre-existing materials solely for purposes related to the deliverables. X. ARTICLE INSURANCE A. 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. 3. Comprehensive Automotive Liability, Bodily Injury and Property Damage in a combined single limit - $1,000,000 per accident. a. ENGINEER shall provide 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 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. b. ENGINEER shall not commence work under this Agreement until it has obtained Professional Liability (Errors and Omissions) Insurance as required herein and such insurance coverage has been approved by CITY. Such insurance shall be in the minimum amount of $1,000,000 per occurrence and shall include coverage of Contractually Assumed Liability. The insurance coverage described herein shall be maintained until two (2) years after CITY’s acceptance of the Project and shall not be canceled without prior written notice to CITY. Upon execution and return of this Agreement by ENGINEER, ENGINEER shall furnish CITY with a Certificate of Insurance evidencing that the insurance coverage required under this Agreement has been obtained. The Certificate shall state that such insurance shall not be cancelled, non-renewed, or materially modified without providing CITY thirty (30) days prior written notice. ENGINEER shall notify CITY within ten (10) days of any material modification or alteration in such Professional Liability (Errors and Omissions) Insurance. B. ENGINEER further agrees to name CITY as an additional insured under ENGINEER’s general liability insurance policy and provide any defense provided by the policy to CITY as permitted by Texas Local Government Code §271.904(c). XI. ARTICLE AUTHORIZATION, PROGRESS AND COMPLETION CITY and ENGINEER agree that the Project is planned to be completed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer . ENGINEER shall employ manpower and other reasonably necessary resources, and use professional skill and diligence to meet the schedule; however, ENGINEER shall not be responsible for schedule delays resulting from a force majeure event. The Project schedule may be modified during the course of the Project by written mutual agreement between CITY and ENGINEER. If any such modification impacts ENGINEER’s compensation, the compensation shall be adjusted accordingly, subject to CITY’s prior written approval. However, no adjustment to compensation shall be made for modifications or changes resulting from a force majeure event. A. 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. Any authorization by CITY for additional Engineering Services, shall be in writing and shall specify: i. The scope and definition of the services to be performed; ii. The schedule for commencing and completing such services; and iii. The agreed-upon basis for compensation between CITY and ENGINEER. XII. ARTICLE NOTICE Any notice required under this Agreement will be in writing and given either personally, by 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: Aaron Conine Principal | Vice President Freese and Nichols, Inc. 801 Cherry Street, Suite 2800 Fort Worth, Texas 76102 Phone: (817) 735-7300 Email: aaron.conine@freese.com All notice shall be effective upon the date of receipt. XIII. ARTICLE SEVERABILITY In case any one or more of the provisions contained in this Agreement shall for any reason be held by a tribunal with jurisdiction over this Agreement to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. XIV. ARTICLE VENUE & GOVERNING LAW The obligations of the Parties to this Agreement shall be performable in Tarrant County, Texas and if legal action is necessary in connection with or to enforce rights under the Agreement, exclusive venue of any suit or cause of action under this Agreement shall in Tarrant County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas, or any other state or country. XV. ARTICLE FORCE MAJEURE Neither CITY or ENGINEER shall be liable for failure to perform their obligations under this Agreement if the performance is delayed or prevented by reason of war; civil commotion; Acts of God; inclement weather; epidemics; pandemics; governmental restrictions, regulations, or interferences; strikes; lockouts; national disasters; riots; material or labor restrictions; transportations problems; or any other circumstances which are reasonably beyond the control of the Party. Such Party’s performance shall be excused for the length of time the force majeure event(s) last, provided that Party makes a reasonable attempt to resume performance upon conclusion of the force majeure event, unless such performance has become legally impossible, in which case that Party may terminate this Agreement. XVI. ARTICLE TEXAS PUBLIC INFORMATION ACT NOTICE All information, documents, and communications relating to this Agreement shall be SC-1 ATTACHMENT A CITY OF SOUTHLAKE LOCH MEADOWS LIFT STATION IMPROVEMENTS PROJECT BACKGROUND AND UNDERSTANDING The City of Southlake (CITY) is preparing for commercial and residential development in the N-18 wastewater basin and has requested engineering support to evaluate and implement required wastewater system improvements. The CITY’s Wastewater Master Plan identified that the Loch Meadows Lift Station (LM LS) operates near capacity during projected peak wet-weather flows and would require an increase in firm pumping capacity to support projected growth and potential septic- to-sewer conversions within the N-18 basin. There has also been an increase of surcharging events occurring at the LM LS. The LM LS force main ties into the Lonesome Dove Lift Station (LD LS), so both lift stations will be reviewed. As part of this Project, ENGINEER will perform hydraulic modeling and analysis of the LM LS and the Lonesome Dove Lift Station (LD LS), along with the associated force mains, to evaluate system performance. This modeling and analysis will be used to confirm the capacity required to support the planned development and related wastewater service needs. Field investigations and performance testing will be conducted to identify potential locations of excess inflow and infiltration (I/I), pump performance and force main conditions. The collected data will be used to identify potential causes for the recent surcharging and recommend solutions. ENGINEER will also recommend improvements to increase the capacity at the LM LS. The scope of services in this proposal includes the following major components: Basic Services • Task 1 – Project Management o Manage schedule, action items/decisions, and meeting agendas/minutes. o Provide monthly status reporting and invoicing support. o Implement QA/QC processes and track CITY comments through resolution. • Task 2 – Field Investigation and Data Collection o Review available record drawings, work orders, and SCADA/operations data o Conduct lift station performance testing (drawdown tests) with CITY staff support. o Identify and support installation of up to three flow monitoring locations and evaluate resulting data. • Task 3 – Preliminary Design Report o Analyze existing lift station/force main hydraulics and interaction scenarios. o Develop and screen alternatives to address surcharging and capacity constraints. o Document findings, criteria, and recommended path forward in a draft/final Preliminary Design Report. • Task 4 – Basin N-18 Wastewater Hydraulic Model Update o Revise the hydraulic model using updated GIS/record information and findings from field work. o Run performance scenarios to define required lift station capacity and evaluate operational variables. o Summarize assumptions/results for inclusion in the Preliminary Design Report and provide requested model files. SC-2 Special Services • Task 5 – Flow Monitoring and Lift Station Testing o Install and operate flow monitors/rain gauges; collect data on a defined monitoring period. o Perform lift station drawdown testing with required gauges/equipment and verification measurements. o Analyze data and deliver reporting packages (site reports, QA/QC data files, and test results). ARTICLE I BASIC SERVICES: ENGINEER shall render the following professional services in connection with the development of the Project: TASK 1 - PROJECT MANAGEMENT: ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER’S and CITY’S time and resources. ENGINEER will manage change, communicate effectively, coordinate internally as needed, and proactively address issues with the CITY’S Project Manager and others as necessary to make progress of the work. ENGINEER will: a. Conduct a Project Kickoff Meeting and monthly coordination meetings. b. Provide Administration and Management of the project, including: • Monthly One Page Reports including Status of Work, upcoming deliverables, summary of outstanding issues, and an updated project schedule • Project Manager Reports and CITY Invoicing • Development and implementation of the Quality Control and Assurance plans • Develop and maintain the project schedule and Action Items and Decisions Made Log • Agenda and Meeting Minutes for All Meetings • Develop a comment log of all submittals to be updated with responses to all City comments and descriptions of how comments were addressed. c. Conduct three in-person Review Workshops following major work items. TASK 2 - FIELD INVESTIGATION AND DATA COLLECTION ENGINEER shall provide professional services in this phase as follows: 1. Review Record Drawings: ENGINEER review available record drawings, as-built plans, and work order documentation for the Loch Meadows and Lonesome Dove Lift Stations, force mains, and connected gravity sewer lines. The review will be used to understand existing system configuration, pump and force main characteristics, prior repairs or modifications, and known operational issues. ENGINEER will use this information to support evaluation of existing conditions, inform performance testing efforts, and aid in interpretation of field investigation data. Field verification of record drawing accuracy is not included. SC-3 2. Force Main Inspection and Cleaning Review: ENGINEER will evaluate the force main inspection data for consistency with observed system performance and will consider the findings in the development of study conclusions and recommendations. 3. Lift Station Performance Testing: ENGINEER will conduct three (3) initial and three (3) final lift station drawdown tests with City staff. It’s assumed that the City staff will accompany ENGINEER to each lift station and will be responsible for operating the pumps for the testing. 4. Flow Monitoring: ENGINEER will review the existing wastewater system and identify up to three (3) locations to install flow monitoring. ENGINEER will review and analyze flow monitoring data provided by the subcontractor to support hydraulic modeling, assess system performance under varying operating conditions, and evaluate impacts of inflow and infiltration or operational changes. ENGINEER will use the reviewed data to support study findings and recommendations. TASK 2 ASSUMPTIONS • CITY will provide ENGINEER with all available record drawings, work orders, and SCADA data relating to the Loch Meadows and Lonesome Dove Lift Stations and force mains, including the immediate upstream and downstream gravity mains. • CITY staff will be responsible for identifying periods of time where the wet well volume will be sufficient to perform performance testing and for operating pumps at both lift stations during the testing. • CITY will install pressure gauges or taps suitable for gauges on existing pump discharges at the Loch Meadows and Lonesome Dove Lift Stations. TASK 3 - PRELIMINARY DESIGN REPORT ENGINEER shall provide professional services in this phase as follows: 1. Draft Preliminary Design Report a. ENGINEER will perform hydraulic analysis of existing operating conditions at the Loch Meadows and Lonesome Dove lift stations, including evaluation of existing pump curves based on performance testing, system curves, and hydraulic grade lines. The analysis will assess head conditions, operational constraints, and lift station interaction under three scenarios to support identification of performance limitations and potential improvements to address recent surcharging. • Loch Meadows on, Lonesome Dove off • Loch Meadows on, Lonesome Dove on • Loch Meadows off, Lonesome Dove on b. ENGINEER will review field investigation data and operational information and use the results to calibrate hydraulic assumptions to existing conditions. This effort will focus on identifying the causes of observed performance issues, including surcharging, operational inefficiencies, and lift station interaction, and documenting how those issues affect system behavior. c. ENGINEER will develop and evaluate alternatives intended to address the hydraulic and operational issues identified through calibration of existing conditions. Alternatives will be assessed based on their ability to mitigate surcharging, improve SC-4 system performance, and resolve identified constraints while maintaining operational reliability. The alternatives evaluation will include the following categories: • Operational changes and/or pump modifications at the Loch Meadows Lift Station, including adjustments to pumping configuration or equipment to address surcharging and meet required performance. • Force main modifications, including improvements or system changes intended to reduce head losses, improve hydraulic performance, or address constraints identified through hydraulic modeling. • Operational changes at the Lonesome Dove Lift Station, including modifications to pumping strategy, setpoints, and operating conditions to improve interaction with the downstream system. d. ENGINEER will evaluate applicable TCEQ requirements and OSHA-driven safety considerations that affect rehabilitation approaches and preliminary design criteria. The evaluation will identify regulatory and safety constraints that influence feasible alternatives, site layouts, and implementation considerations. e. Prepare draft Preliminary Design Report summarizing hydraulic analyses, field data interpretation, surcharging alternatives evaluation, and regulatory/safety considerations. 2. Final Preliminary Design Report a. ENGINEER will coordinate with pump vendors for two lift stations based on hydraulic modeling results that define required firm capacity and operational constraints. This work assumes that pumping and/or operational changes are recommended at the Lonesome Dove Lift Station and that a capacity increase is required at the Lonesome Dove Lift Station to address identified performance limitations. Vendor coordination will be used to identify pumps suitable for the modeled flow and head conditions and to develop budgetary cost information to support evaluation of the recommended improvements. b. ENGINEER will evaluate capacity alternatives consisting of rehabilitation of the existing Loch Meadows Lift Station and construction of a new lift station using the hydraulic modeling results, facility constraints, construction cost, operational impacts, feasibility considerations, and City feedback. ENGINEER will consider the recommended improvements to address the current surcharging and recommend an alternative or combination of alternatives that best addresses the identified performance issues and required capacity increases. The recommendation will form the basis for the Final Preliminary Design Report conclusions and planning-level decision making. • The evaluation of the rehabilitation alternative will include any regulatory and safety modifications required to comply with current TCEQ and OSHA standards. It will also include a structural, electrical, and constructability review to identify the feasibility of the recommended improvements. SC-5 TASK 3 DELIVERABLES • Draft Preliminary Design Report o One (1) electronic copy in PDF format • Final Design Report o One (1) electronic copy in PDF format o Two (2) spiral-bound hard copies in color TASK 4 - BASIN N-18 WASTEWATER HYRDAULIC MODEL UPDATE ENGINEER shall provide professional services in this phase as follows: 1. Land Use Assumption, Wastewater Flow Projection, and CIP Review a. ENGINEER will review and update the land use assumptions, wastewater flow projections, and capital improvement plan for Basin N-18 based on information gathered since the 2025 North Service Area Wastewater Master Plan Update. These updates may include changes to land use, flow direction, and other factors affecting hydraulic capacity. 2. North Basin Wastewater Hydraulic Model Update a. ENGINEER will update the hydraulic model using the revised flow projections for Basin N-18, as well as GIS information, record drawings, findings from Task B, or staff input regarding changes in infrastructure since the 2025 North Service Area Wastewater Master Plan Update. The design criteria, design storm, and level of service that was developed in the 2025 North Service Area Wastewater Master Plan Update will be used in this analysis. 3. North Basin Wastewater System Performance Modeling a. ENGINEER will perform hydraulic modeling of the North Basin to evaluate the required capacity of the Loch Meadows Lift Station and Lonesome Dove Lift Station under the following two scenarios: • Residential and non-residential development only • Full conversion from septic users to City sewer, in addition to residential and non-residential development b. ENGINEER will perform hydraulic modeling of the North Basin under the following three scenarios to assist in identifying hydraulic variables affecting lift station performance and proposing modifications to lift station operations: • Loch Meadows Lift Station on, Lonesome Dove Lift Station off • Loch Meadows Lift Station off, Lonesome Dove Lift Station on • Loch Meadows Lift Station on, Lonesome Dove Lift Station on 4. North Basin Wastewater System Performance Modeling Results Summary a. ENGINEER will develop sections of the Task C PDR discussing the hydraulic model updates, assumptions, and results. Costs are to be included in Task C (Preliminary Design Report). ENGINEER will provide the City with requested modeling/GIS files. SC-6 ARTICLE II SPECIAL SERVICES: ENGINEER shall render the following professional services, which are not included in the Basic Services described above, in connection with the development of the Project: TASK 5 - FLOW MONITORING AND LIFT STATION TESTING ENGINEER shall provide professional services in this phase as follows: 1. Mobilization and Installation a. SUBCONSULTANT will hold a kick‐off meeting between representatives of ENGINEER and SUBCONSULTANT. The purpose of the kick‐off meeting is to discuss safety, confirm project scope, establish lines of communication, set milestones and set the project schedule. Throughout the project, SUBCONSULTANT will communicate with ENGINEER prior to visiting any sites for any maintenance activities. b. SUBCONSULTANT will work with ENGINEER to confirm the suitability of locations for the monitor installations. SUBCONSULTANT representatives will schedule a site investigation meeting with the appropriate CITY staff to complete this process. The proposed monitoring locations will be located, inspected and verified for hydraulic suitability. SUBCONSULTANT will also check for debris in the manhole that could impact data quality and coordinate any required cleaning efforts with the CITY. Additionally, SUBCONSULTANT field crews will look for evidence of erratic flow patterns. If the site conditions allow, monitor installation will occur at the same time as the investigation. If not, SUBCONSULTANT will coordinate with ENGINEER to discuss alternative monitoring locations. Final site locations to be approved by ENGINEER. • Note: High-risk conditions that may be encountered must be addressed at sites that are very deep, gaseous, have heavy traffic or present other high-risk factors. SUBCONSULTANT will notify ENGINEER and the CITY if a site meets any of these criteria and will seek to get approval from ENGINEER and the CITY to research alternative sites. If alternative sites are not feasible, a higher level of resources may need to be incorporated (larger crews, supplied air equipment/teams, third-party contractors, etc.). If necessary, additional costs for these resources may need to be negotiated to install and service these special sites. c. SUBCONSULTANT will utilize a standard two‐person field crew for field work and comply with OSHA Standards for confined‐space entry. A Site Safety Plan will also be completed as part of the Investigation/Installation phase of the project. d. Site reports will be generated upon completion of the installations. The site reports will include a sketch of the general location, pictures, physical characteristics and diameters of the monitoring locations, manhole depths, level and velocity measurements and other information and comments pertinent to the location (such as any special access, traffic or safety issues). e. SUBCONSULTANT will utilize area/velocity flow monitors and rain gauges throughout the duration of this project. For the level monitoring sites, SUBCONSULTANT will utilize a level monitor or the Long Range Depth Sensor. A SC-7 typical monitor installation in a sanitary sewer pipe will include an in-the-flow sensor that includes a pressure depth sensor to detect surcharge and provide redundant depth information, a Doppler velocity sensor and an ultrasonic depth sensor mounted at or near the invert. Depending on the flow depth, a down‐looking ultrasonic sensor may also be mounted at the crown of the pipe. f. Once installed, the monitors and rain gauge will be activated and set to take readings at 5‐minute intervals. Wireless data transmission to the SUBCONSULTANT data delivery platform will typically be set to occur every 24 hours but can be adjusted based on project needs. SUBCONSULTANT field crews will take manual depth and velocity readings to confirm the monitors are collecting accurate data based on the actual hydraulic conditions at each location. g. Test-specific equipment (pressure gauges, etc.) will be brought in by SUBCONSULTANT for the Lift Station Testing. In advance of the SUBCONSULTANT mobilization, SUBCONSULTANT is requesting that the City install a pre-tapped ball valve to be used in conjunction with the SUBCONSULTANT pressure gauge. The ball valve should be installed directly upstream of the check and gate valves preferably five (5) pipe diameters upstream from any bend in the pipe. In addition, SUBCONSULTANT is requesting that the City ensure that the gate valves and check valves are fully operational. It is imperative that this portion of the project be closely coordinated by all parties prior to and during the project Kick-Off. 2. Monitoring and Maintenance a. Once the monitors are installed and verified to be in working order, SUBCONSULTANT will monitor the flow for a period of 60 days (“monitoring period”). This initial monitoring period can be extended based on mutual consent and written agreement of additional work and pricing for such additional work. b. SUBCONSULTANT Data Analyst will review the data weekly throughout the monitoring period. Field crews will return to the monitoring locations as determined by routine data reviews to perform site maintenance and site confirmations as needed. This includes cleaning depth and velocity sensors in addition to conducting level and velocity confirmations as needed. SUBCONSULTANT personnel will adhere to ISO 9001 standardized procedures for all field work to maximize the quality and usefulness of the final data. c. SUBCONSULTANT will provide, at a minimum, two (2) confirmations to ensure the collected monitoring data are accurate. These confirmations typically occur at installation and near the end of the project. Additional confirmations will be performed during the monitoring period as needed. d. SUBCONSULTANT will run the drawdown testing from start to finish and will require approximately 4-6 hours to complete each test. The testing consists of multiple measurements and calculations to include but not limited to the following: • Wet well shape, size and dimensions • Wet well wetted area depth • Wet well fill time • Pump capacity and corresponding volume calculations/confirmations SC-8 • Pump curve calculation (valve closed) • Pump curve calculation (valve 50%-75% open) • Pump curve calculation (valve 100% open) e. Once the testing is complete, the SUBCONSULTANT test-specific equipment will be removed from the site. f. Demobilization. Field crews will continue data collections, maintenance and confirmations as needed until the end of the monitoring period and removal of the equipment is authorized. 3. Data Analysis and Reporting a. Upon completion of the monitoring period, the SUBCONSULTANT Data Analyst assigned to the project will finalize the analysis of the data. The Data Analyst will calculate flow using the Continuity Equation from the recorded depth and average velocity data. As part of the data finalization process, the analyst will utilize scatter plots (depths vs. velocity readings) to verify data accuracy and repeatability. b. SUBCONSULTANT will provide ENGINEER access to the finalized data through the SUBCONSULTANT portal. c. SUBCONSULTANT will provide ENGINEER with the Lift Station Draw Down Test results for each test within 1-2 weeks after the testing is completed. The report/results, also referred to as a Lift Station Field Survey, will be delivered electronically once complete. d. Final I/I Report Deliverables: • Overview of the Project • Site Installation Reports • Dry Weather Overview and Analysis – diurnal curves (Stevens‐Shutzbach Method) • Peaking Factor Analysis • Rainfall Analysis DDF or Similar Rainfall Frequency Statistics • Rainfall Derived Infiltration and Inflow (RDII) Analysis • Scattergraphs with Best-Fit and ISO‐Q Lines Plotted • Volumetric Analysis (Normalized/LF of Pipe and Un‐Normalized) • Final (QA/QC) CSV data packet e. SUBCONSULTANT will provide a final data report to ENGINEER within 60 days of the end of the monitoring period (and any approved extensions). The Final Data will be available through the portal and in the format of an Excel or .CSV file. Access to the data will be provided for 12 calendar months after the completion of the monitoring period. SC-9 TASK 5 ASSUMPTIONS • CITY will install pressure gauges or taps suitable for gauges on existing pump discharges at the Loch Meadows and Lonesome Dove Lift Stations. TASK 5 DELIVERABLES • Final I/I Report ARTICLE III ADDITIONAL SERVICES: Any services performed by ENGINEER that are not included in the Basic Services or Special Services described above are Additional Services. Additional Services to be performed by ENGINEER, if authorized by CITY, are described as follows: 1. Design of any recommended improvements. 2. Sampling, testing, or analysis beyond that specifically included in Basic Services. 3. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. 4. Providing geotechnical investigations for the site, including soil borings, related analyses, and recommendations. 5. Visits to the site in excess of the number of trips included in Basic Services for periodic site visits, coordination meetings, or contract completion activities. 6. Field surveying required for the preparation of designs and drawings. 7. Environmental services or archeological permitting. 8. 30-day extension for flow monitoring provided by SUBCONSULTANT. 9. Traffic Control plan and design. 10. Providing services to investigate existing conditions or facilities, make measured drawings thereof, or verify the accuracy of drawings or other information furnished by CITY. 11. Provide renderings, models, and mockups. 12. Preparing a Geotechnical Engineering Report and Recommendations. 13. Preparing a Stormwater Pollution Prevention Plan (SWPPP). 14. Investigations involving consideration of operation, maintenance, and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by CITY. 15. Preparing data and reports for assistance to CITY in preparation for hearings before regulatory agencies, courts, arbitration panels, or any mediator, giving testimony, personally or by deposition and preparations therefore before any regulatory agency, court, arbitration panel, or mediator. 16. Assisting CITY in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, of any, shall be furnished by ENGINEER on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. SC-10 17.Design, contract modifications, studies, or analysis required to comply with local, state, federal, or other regulatory agencies that become effective after the date of this agreement. 18.Providing basic or additional services on an accelerated schedule. The scope of this service includes the cost for overtime wages of employees and consultants, inefficiencies in work sequence, and plotting or reproduction costs directly attributable to an accelerated schedule directed by the CITY. 19.Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. 20.Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. ARTICLE IV TIME OF COMPLETION: ENGINEER is authorized to commence work on the Project upon execution of this Agreement and agrees to complete the services according to the attached schedule. If ENGINEER’s services are delayed through no fault of ENGINEER, ENGINEER shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in CITY or regulatory reviews, delays on the flow of information to be provided to ENGINEER, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this Agreement and in Attachment CO. ARTICLE V COMPENSATION: The following is the breakdown of the proposed fees. Basic Services are proposed at a lump-sum fee of $134,376, and Special Services at a lump-sum fee of $43,654, for a total proposal fee of $178,030, as shown in the table below. TASK FEE FEE TYPE Basic Services $134,376 Lump Sum Task 1 – Project and Quality Management $58,331 Lump Sum Task 2 – Field Investigation and Data Collection $17,513 Lump Sum Task 3 – Preliminary Design Report $38,440 Lump Sum Task 4 – Basin N-18 Wastewater Hydraulic Model Update $20,092 Lump Sum Special Services $43,654 Lump Sum Task 5 – Flow Monitoring and Lift Station Testing $43,654 Lump Sum Total Proposal Fee $178,030 Lump Sum ARTICLE VI RESPONSIBILITIES OF CITY: CITY shall perform the following in a timely manner so as not to delay the services of ENGINEER: A.Designate in writing a person to act as CITY’s representative with respect to the services to be rendered under this Agreement. Such person shall have contract authority to transmit SC-11 instructions, receive information, interpret and define CITY’s policies and decisions with respect to ENGINEER’s services for the Project. B. Provide all criteria and full information as to CITY’s requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. C. Provide all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. D. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. E. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as CITY deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay, or cause rework in, the services of ENGINEER. F. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. G. Give prompt written notice to ENGINEER whenever CITY observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER’s services. H. Furnish, or direct ENGINEER to provide, Additional Services as stipulated in Article III above or other services as required. I. Bear all costs incident to compliance with the requirements of this Article V. ARTICLE VII DESIGNATED REPRESENTATIVES: ENGINEER and CITY designate the following representatives: CITY’s Designated Representative: Josue Hernandez, 817-748-8274, jhernandex@ci.southlake.tx.us CITY’s Accounting Representative: Sharen Jackson, 817-748-8279, sjackson@cityofsouthlake.com ENGINEER’s Designated Representative: Lauren Nobles, 806-370-8450, lauren.nobles@freese.com ENGINEER’s Accounting Representative: Misty Ballard, 817-735-7290, misty.ballard@freese.com ATTACHMENT B TERMS AND CONDITIONS OF AGREEMENT 1. DEFINITIONS: As used herein: (1) City refers to the City of Southlake, Texas; (2) FNI refers to Freese and Nichols, Inc., its employees and agents, its subcontractors, its sub- subcontractors, their employees, and agents; and (3) Services refers to the engineering services performed by FNI pursuant to the Agreement. 2. INFORMATION FURNISHED BY CITY: City will assist FNI by placing at FNI’s disposal all available information pertinent to the project, including previous reports and any other data relative to design or construction of the project. FNI shall have no liability for defects or negligence in the Services attributable to FNI’s reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by City. To the fullest extent permitted by law, City agrees to indemnify and hold FNI harmless from any and all claims and judgments, and all losses, costs, and expenses arising therefrom. FNI shall disclose to City, prior to use thereof, defects or omissions in the data, design criteria, drawings, specifications, or other information furnished by City to FNI that FNI may reasonably discover in its review and inspection thereof. 3. INSURANCE: In additional to the terms set out in Article X of the Agreement, FNI shall also provide City with Certificates of Insurance with the following minimum coverage: Commercial General Liability Workers’ Compensation $2,000,000 General Aggregate As required by Statute Automobile Liability (Any Auto) Professional Liability $1,000,000 Combined Single Limit $3,000,000 Annual Aggregate 4. OPINION OF PROBABLE CONSTRUCTION COSTS: No fixed limit of project construction cost shall be established as a condition of the Agreement, unless agreed upon in writing and signed by the City and FNI. If a fixed limit is established, FNI shall be permitted to include contingencies for design, bidding, and price escalation in the construction contract documents to make reasonable adjustments in the scope of the project to adjust the project construction cost to the fixed limit, if agreed upon by the City and FNI in writing. Such contingencies may include bid allowances, alternate bids, or other methods that allow FNI to determine what materials, equipment, component systems, and types of construction are to be included in the construction contract documents. Fixed limits, if any, shall be increased by the same amount as any increase in the Agreement price after execution of the construction contract. FNI will furnish an opinion of probable construction or program cost based on present day pricing, but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial evaluations, feasibility studies, economic analyses of alternate solutions, and utilitarian considerations of operations and maintenance costs prepared by FNI herein will be made on the basis of FNI’s experience and qualifications and represent FNI’s judgment as an experienced and qualified design professional. It is recognized, however, that FNI does not have control over the cost of labor, material, equipment, or services furnished by others or over market conditions or contractors’ methods of determining prices. Accordingly, FNI cannot and does not warrant or represent that bids or cost proposals will not vary from the City’s project budget or from any estimate or opinion of probable construction or program cost prepared by or agreed to by FNI. 5. PAYMENT: In addition to Article III of the Agreement, progress payments may be requested by FNI based on the amount of Services completed and City’s satisfaction. Payment for Services shall be due and payable upon submission of a statement for Services to City and in acceptance of Services as satisfactory by City. Statements for Services shall not be submitted more frequently than monthly. Any applicable taxes imposed upon the Services, expenses, and charges by any governmental body after the execution of this Agreement will be added to FNI’s compensation. If City fails to make any payment due FNI for Services, expenses, and charges within 30 days after receipt of FNI’s statement for Services, the amounts due FNI will be increased at the rate of 1 percent per month from said 30th day, and, in addition, FNI may, after giving seven (7) days’ written notice to City, suspend Services under this Agreement until FNI has been paid in full for all amounts due for Services, expenses, and charges. If FNI’s Services are delayed, suspended, or extended by City for more than sixty (60) days through no fault of FNI, or as a result of actions or inactions by City, FNI shall be entitled to an equitable adjustment to its rates and compensation, unless such delay, suspension, extensions, actions or inactions by City are the result of a force majeure event as described in the Agreement. Such adjustment shall reflect reasonable costs incurred by FNI due to the delay, suspension, or reactivation of services, as well as any revisions to the time for performance under the Agreement. 6. CONSTRUCTION REPRESENTATION: If required by the Agreement, FNI will furnish construction representation according to the defined scope for these Services. FNI will observe the progress and the quality of work to determine in general, if the work is proceeding in accordance with the construction contract documents. In performing these Services, FNI will report any observed deficiencies to City within fourteen (14) days in writing, however, it is understood that FNI does not guarantee the contractor’s performance. FNI shall not be responsible for the contractor’s means, methods, techniques, sequences, or procedures of construction or the safety precautions and programs incident to the work of the contractor. FNI shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the project site or otherwise performing any of the work of the project. If City designates a resident project representative that is not an employee or agent of FNI, the duties, responsibilities, and limitations of authority of such resident project representative will be set forth in writing and made a part of this Agreement before the construction phase of the project begins. 7. GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT: City agrees to include provisions in the general conditions of the construction contract that name FNI: (1) as an additional insured and in any waiver of subrogation rights with respect to such liability insurance purchased and maintained by the contractor for the project (except workers’ compensation and professional liability policies); and (2) as an indemnified party in any indemnification provisions where City is named as an indemnified party. 8. POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FNI has neither created nor contributed to the creation or existence of any hazardous, radioactive, toxic, irritant, pollutant, or otherwise dangerous substance or condition at the project site, if any, and its compensation hereunder is in no way commensurate with the potential risk of injury or loss that may be caused by exposures to such substances or conditions. The Parties agree that in performing Services required by the Agreement, FNI does not take possession or control of the subject site, but acts as an invitee in performing Services, and is not therefore responsible for the existence of any pollutant present on or migrating from the site. Further, FNI shall have no responsibility for any pollutant during clean-up, transportation, storage or disposal activities. 9. SUBCONTRACTS: If, for any reason and at any time during the progress of providing Services, City determines that any subcontractor for FNI is incompetent or undesirable, City shall notify FNI accordingly and FNI shall take immediate steps for cancellation of such subcontract. Subletting by subcontractors shall be subject to the same regulations. Nothing contained in the Agreement shall create any contractual relation between any subcontractor and City. 10. PURCHASE ORDERS: If a purchase order is used to authorize FNI’s Services, only the terms, conditions, and instructions typed on the face of the purchase order shall apply to these Terms and Conditions and the Agreement. Should there be any conflict between the purchase order and the terms of the Agreement, then the Agreement shall prevail and be determinative of the conflict. 11. CONTROLLING DOCUMENT: In the event any term, condition, or provision found herein conflicts with any term, condition, or provision of the Agreement for Engineering Services (the “Agreement”), the terms, conditions, and provisions of the Agreement shall supersede and control the terms, conditions, and provisions of Attachment B—Terms and Conditions, unless otherwise provided herein. ATTACHMENT CO Hourly Rate Professional 1 143 Professional 2 175 Professional 3 199 Professional 4 226 Professional 5 265 Professional 6 306 Construction Manager 1 124 Construction Manager 2 155 Construction Manager 3 168 Construction Manager 4 209 Construction Manager 5 252 Construction Manager 6 290 Construction Representative 1 111 Construction Representative 2 124 Construction Representative 3 155 Construction Representative 4 168 CAD Technician/Designer 1 122 CAD Technician/Designer 2 160 CAD Technician/Designer 3 195 Corporate Project Support 1 117 Corporate Project Support 2 141 Corporate Project Support 3 187 Intern / Coop 79 Rates for In-House Services and Equipment Mileage Bulk Printing and Reproduction Equipment Standard IRS Rates B&W Color Valve Crew Vehicle (hour)$75 Small Format (per copy)$0.10 $0.25 Pressure Data Logger (each)$500 Technology Charge Large Format (per sq. ft.)Water Quality Meter (per day)$100 $8.50 per hour Bond $0.25 $0.75 Microscope (each)$150 Glossy / Mylar $0.75 $1.25 $275 Vinyl / Adhesive $1.50 $2.00 $275 Flushing / Cfactor (each)$500 Mounting (per sq. ft.)$2.00 Backpack Electrofisher (each)$1,000 Binding (per binding)$0.25 Survey Grade Standard Drone (per day)$200 $100 GPS (per day)$150 $50 OTHER DIRECT EXPENSES: These ranges and/or rates will be adjusted annually in February. Last updated 2026. 2022026 Position Other direct expenses are reimbursed at actual cost times a multiplier of 1.15.They include outside printing and reproduction expense,communication expense,travel,transportation and subsistence away from the FNI office.For other miscellaneous expenses directly related to the work,including costs of laboratory analysis,test,and other work required to be done by independent persons other than staff members,these services will be billed at a cost times a multipler of 1.15. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services,these services will be billed at cost times a multiplier of 2.0.This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. Compensation to FNI for Basic Services in Attachment SC shall be the lump sum of One Hundred Thirty Four Thousand Three Hundred Seventy Six Dollars ($134,376). Compensation to FNI for Special Services in Attachment SC shall be the lump sum of Forty Three Thousand Six Hundred Fifty Four Dollars ($43,654). If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services described as Additional Services in Attachment SC,FNI will notify OWNER for OWNER's approval before proceeding. Additional Services shall be computed based on the following Schedule of Charges. COMPENSATION Coating Inspection Kit (per day) Ultrasonic Thickness Guage (per day) ID Task Name Duration Start Finish Predecessors 1 Loch Meadows Lift Station Improvements 181 days Tue 5/19/26 Thu 2/4/27 2 Council Award 1 day Tue 5/19/26 Tue 5/19/26 3 Notice to Proceed 1 day Wed 5/20/26 Wed 5/20/26 2 4 External Kickoff Meeting 1 day Wed 5/27/26 Wed 5/27/26 3FS+3 days 5 Basin N-18 Wastewater Hydraulic Model Update 145 days Thu 5/28/26 Fri 12/18/26 6 Flow Monitoring (60-day period, 30-day report generation) 3 mons Thu 5/28/26 Wed 8/19/26 4 7 Land Use Assumption, Wastewater Flow Projection, and CIP Review 4 wks Thu 8/20/26 Thu 9/17/26 6 8 North Basin Wastewater Hydraulic Model Update 4 wks Fri 9/18/26 Thu 10/15/26 7 9 North Basin Wastewater System Performance Modeling 5 wks Fri 10/16/26 Thu 11/19/26 8 10 North Basin Wastewater System Performance Modeling Results Summary 4 wks Fri 11/20/26 Fri 12/18/26 9 11 Lift Station Evaluation 173 days Mon 6/1/26 Thu 2/4/27 12 Field Investigations 58 days Mon 6/1/26 Wed 8/19/26 13 Performance Testing 2 wks Mon 6/1/26 Fri 6/12/26 4FS+2 days 14 Data Cleanup and Verification 2 wks Mon 6/15/26 Fri 6/26/26 13 15 Data Evaluation and Analysis 1 mon Mon 6/29/26 Fri 7/24/26 14 16 Internal Quality Control 14 days Mon 7/27/26 Thu 8/13/26 15 17 Internal Quality Control 7 days Mon 7/27/26 Tue 8/4/26 15 18 Address QC Comments 7 days Wed 8/5/26 Thu 8/13/26 17 19 Review Workshop 1 day Wed 8/19/26 Wed 8/19/26 18FS+3 days 20 Preliminary Design Report 115 days Thu 8/20/26 Thu 2/4/27 21 Draft PDR 60 days Thu 8/20/26 Thu 11/12/26 22 Prepare Draft PDR 2 mons Thu 8/20/26 Thu 10/15/26 19 23 Draft PDR Internal Quality Control 14 days Fri 10/16/26 Wed 11/4/26 24 Internal Quality Control 7 days Fri 10/16/26 Mon 10/26/26 22 25 Address QC Comments 7 days Tue 10/27/26 Wed 11/4/26 24 26 Submit Draft PDR to City 1 day Thu 11/5/26 Thu 11/5/26 25 27 PDR Review Workshop 1 day Thu 11/12/26 Thu 11/12/26 26FS+4 days 28 Final PDR 55 days Fri 11/13/26 Thu 2/4/27 29 Prepare Final PDR 2 mons Fri 11/13/26 Thu 1/14/27 27,10FF 30 Final PDR Internal Quality Control 14 days Fri 1/15/27 Wed 2/3/27 31 Internal Quality Control 7 days Fri 1/15/27 Mon 1/25/27 29 32 Address QC Comments 7 days Tue 1/26/27 Wed 2/3/27 31 33 Submit Final PDR to City 1 day Thu 2/4/27 Thu 2/4/27 32 May Jun Jul Aug Sep Oct Nov Dec Jan Feb Qtr 3, 2026 Qtr 4, 2026 Qtr 1, 2027 Task Split Milestone Summary Project Summary Inactive Task Inactive Milestone Inactive Summary Manual Task Duration-only Manual Summary Rollup Manual Summary Start-only Finish-only External Tasks External Milestone Deadline Progress Manual Progress Page 1 Loch Meadows Lift Station Improvements Date: Tue 4/14/26 Controlling Name of Interested Party4 Nature of interest City, State, Country (place of business) Intermediary (check applicable) CERTIFICATE OF INTERESTED PARTIES 1295FORM 1 of 1 1 OFFICE USE ONLY 2 05/05/2026 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. Name of business entity filing form, and the city, state and country of the business entity's place of business. Freese and Nichols, Inc Fort Worth, Texas 76102, TX United States Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 3 City of Southlake Engineering Services Agreement for Loch Meadows Lift Station Expansion 05192026 2026-1457402 Date Filed: Date Acknowledged: Certificate Number: CERTIFICATION OF FILING Hatley, Tricia XOklahoma City, OK United States Chambers, Robert XFort Worth, TX United States Reedy, Michael XHouston, TX United States Stull, Cory XHouston, TX United States Bennett, David XDenver, CO United States Pence, Bob XFort Worth, TX United States Coltharp, Brian XFort Worth, TX United States Payne, Jeff XFort Worth, TX United States Brown, Jessica XFort Worth, TX United States 6 Signature of authorized agent of contracting business entity My name is _______________________________________________________________, UNSWORN DECLARATION Check only if there is NO Interested Party.5 My address is _______________________________________________, _______________________, and my date of birth is _______________________. Executed in ________________________________________County, I declare under penalty of perjury that the foregoing is true and correct. (state) (zip code) (country) (year)(month) _______, ______________, _________. State of ________________, on the _____day of ___________, 20_____. (city) (Declarant) Version V4.1.0.b6ef2aabwww.ethics.state.tx.usForms provided by Texas Ethics Commission Paula Durant September 15, 1970 801 Cherry Street, Suite 2800 Fort Worth TX 76086 USA Tarrant Texas 5th May 26 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/6/2026 (703) 827-2277 (703) 827-2279 20478 Freese and Nichols, Inc. 801 Cherry Street, Suite 2800 Fort Worth, TX 76102 20508 35289 19038 A 1,000,000 7063394194 10/23/2025 10/23/2026 1,000,000 Contractual Liab.15,000 1,000,000 2,000,000 2,000,000 1,000,000B 7063394177 10/23/2025 10/23/2026 10,000,000C 7063394180 10/23/2025 10/23/2026 10,000,000 10,000 C 7063394213 10/23/2025 10/23/2026 1,000,000 N 1,000,000 1,000,000 D Professional Liab.107930947 10/23/2025 Per Claim 5,000,000 PROFESSIONAL LIABILITY AGGREGATE LIMIT: $10,000,000 City of Southlake, Texas is included as Additional Insured with respect to General Liability, Auto Liability, and Umbrella Liability when required by written contract. General Liability, Auto Liability and Umbrella Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. General Liability, Auto Liability, Umbrella Liability and Workers Compensation policies include a Waiver of Subrogation in favor of the Additional Insured where permissible by state law and when required by written contract. 30-day Notice of Cancellation will be issued for the General Liability, Auto Liability, Umbrella Liability, Workers Compensation and Professional Liability policies in accordance with policy terms and conditions. Umbrella Liability coverage sits excess over General Liability, Auto Liability and Employer’s Liability coverage. City of Southlake, Texas 1400 Main Street, Suite 460 Southlake, TX 76092 FREEAND-02 DPONS Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 admin@amesgough.com National Fire Insurance Company of Hartford A(XV) Valley Forge Insurance Company A+(XV) Continental Insurance Company A+ (XV) Travelers Casualty and Surety Company A++. XV X 10/23/2026 X X X X X X X X