Item 4M -Westwood Professionals Inc. ESA - Jones Branch SPI 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 Westwood Professional Services, Inc.(hereinafter
referred to as "ENGINEER") referred herein individually as, the "Party," and collectively as, the
"Parties.".
WHEREAS, CITY contemplates the need to provide engineering design services for
infrastructure improvements along Jones Branch, this project is to be known as Jones Branch
Improvements 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, 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 make full 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 ANY NEGLIGENT ACT, ERROR, OMISSION
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 parry or entity may owe to the CITY or ENGINEER
under contract, statute, or common law. The Parties expressly disclaim any intent to
create third-parry 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 Parry 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 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 up to
Seven Hundred Thousand Dollars ($700,000.00)]. 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. If the CITY fails to make any undisputed payments to ENGINEER in accordance with
this Agreement, ENGINEER may, upon written notice to City, terminate this Agreement
or, at its option, suspend further performance of services under this Agreement until all
such undisputed amounts have been paid to ENGINEER.
D. 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.
E. 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.
F. 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.
G. 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 coverage limits as follows:
I. 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 with a limit- $500,000 per occurrence and in the aggregate.
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 thirty (30) days notice of any cancellation of
coverage (ten (10) days notice if cancellation is due to nonpayment of premium).
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 amount of$1,000,000 per claim and in the aggregate. 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, without providing CITY thirty
(30) days prior written notice and ten (10) days notice if cancellation is due to
nonpayment of premium. 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: Paul Hodges, PE
Project Manager, Public Infrastructure
Westwood Professional Services
11000 Frisco Street, Suite 400
Frisco TX 75033
469-213-1800
paul.hodges@westwoodps.com
with a copy to: legal@westwoodps.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
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. The requirements of
Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and
ENGINEER agrees that the Agreement may be terminated if the ENGINEER knowingly or
intentionally fails to comply with a requirement of that subchapter. In accordance with the
Act, the Consultant agrees to:
1. Preserve all contracting information related to the Agreement as provided by the records
retention requirements applicable to the CITY for the duration of this Agreement;
2. Promptly provide to the CITY any contracting information related to this Agreement that
is in the custody, possession, or control of the ENGINEER on request of the CITY; and
3. On the completion of this Agreement, either:
a. Provide at no cost to the CITY, all contracting information related to this
Agreement that is in the custody, possession, or control of the ENGINEER; or
b. Preserve the contracting information related to this Agreement as provided by
the records retention requirements applicable to the city.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed in two
equal originals on the date and year first above mentioned.
CITY OF SOUTHLAKE, TEXAS:
By:
Shawn McCaskill, Mayor
ATTEST:
By:
City Secretary
ENGINEER: Westwood Professional Services
/�By:
Brian O'Neill, PE, CFM
Vice President, Public Infrastructure
THE STATE OF TEXAS §
COUNTY OF TARRANT §
Before me on this day personally appeared Brian O'Neill own t o me [or proved to
me on the oath of or through escription of identity
card or other document)] to be the person whose name is subscribed to the foregoing instrument
and that he/she is the duly authorized Vice President, Public Infrastructure of
Westwood Professional Services, Inc. , and acknowledged to me that he/she executed the same for
the purposes and consideration therein expressed.
Given under my hand and seal of offic June ,A.D. 2026
JENNIFER MICHELLE COOK
'Notary Public,State of Texas � E Texas
Comm.Expires 05-15-2029
'•�,°,;,;:� Notary Id 131129358
Jennifer Michelle Cook
Notary's Name Printed
Westwood
May 13, 2026
Project No.: Ro077903.00
Jeff Ginn, PE, CFM
Deputy City Engineer
City of Southlake
1400 Main Street, Suite 320
Southlake,Texas 76092
Re: Professional Civil Engineering Services
Jones Branch Improvements
Southlake, Tarrant, Texas
Dear Mr. Ginn:
Westwood Professional Services, Inc. is pleased to submit this proposal to provide
professional civil engineering, land surveying and landscape architecture services relating to the
referenced project. It is our understanding the project consists of field investigations,
geotechnical investigations, geomorphologic assessment, drainage analysis, environmental
permitting, and evaluation & design of proposed project improvements to protect the existing
sanitary sewer infrastructure which runs for approximately 2,400 linear feet along Jones Branch.
Based on our preliminary discussions and the information received to date, our perception of the
project is described in the attached documents:
• General Conditions of Agreement;
• Exhibit A— Scope of Services;
• Exhibit B — Compensation and Method of Payment;
• Exhibit C—Insurance; and
• Exhibit D— Schedule
Westwood Professional Services, Inc. is pleased to have this opportunity to submit
this proposal and look forward to working with you on this project. If the proposed
agreement is acceptable to you as presented,please execute one copy of the agreement form and
return one original copy to our office. If you have any questions or would like any additional
information,please do not hesitate to call us at your convenience.
Sincerely,
/ dcot-�
Paul Hodges, PE
Project Manager
Cc: Clay Riggs, PE, CFM-Westwood
Ryan Mortensen, PE-Westwood
westwoodps.com
(888)937-5150
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
EXHIBIT`A' — SCOPE OF SERVICES
Jones Branch Improvements
(Dove Road to Austin Oaks Park)
PROJECT DESCRIPTION:
The Jones Branch Improvements project consists of the study, design, and construction of
improvements along Jones Branch to protect sanitary sewer infrastructure which services City of
Southlake residents. Westwood will prepare an Erosion & Improvement Study of Jones Branch
from Dove Road to Austin Oaks Park which will include drainage analysis, field investigation,
geomorphologic assessment, and erosion hot spot identification and narrative report
documenting existing erosive conditions of Jones Branch and its impacts to City of Southlake
infrastructure. After completion of study and once given notice by City of Southlake to proceed,
Westwood will begin design services for up to six (6) bank stabilization locations along Jones
Branch. These services include surveying, environmental permitting, civil design, structural
design, ROW/Easement acquisition support, bidding assistance, and construction
administration.
A. Project Management&Coordination
1. Manage the Team:
• Lead,manage and direct design team activities.
• Ensure quality control is practiced in performance of the work.
• Communicate internally among team members.
• Allocate team resources.
2. Communications and Reporting:
• Prepare and submit monthly invoices in the format acceptable to the Client.
• Prepare and submit monthly progress reports.
• Prepare and submit baseline Project Schedule initially and Project
Schedule updates.
• Coordinate with other agencies and entities as necessary for the design of
the proposed infrastructure and provide and obtain information needed to
prepare the design.
3. Project Meetings
• Attend one (i) pre-design project kickoff meeting with Client staff to
confirm and clarify scope, understand Client objectives, and ensure
economical and functional designs that meet Client requirements.
• Conduct review meetings with the Client after Field Investigation
Assessment, and milestone submittals (30%, 6o%, go%). Up to four (4)
meetings anticipated.
• Attend one (1) constructability review meeting after 6o% milestone, to
analyze access to locations and review design plans with City.
• Attend one(1) additional meeting as requested by the City.
6/8/2026 Page 2
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
B. H&H Analysis
1. Hydrologic Analysis(HEC-HMS)
• Compare historic land use within Jones Branch watershed based on
aerial photography.
• Determine drainage areas, times of concentration, curve numbers and
routing parameters for the Jones Branch watershed.
• Prepare hydrologic exhibits/maps.
• Prepare a hydrologic model of Jones Branch to determine 2-,5-, 10-, 25-
, 50-and too-year peak discharges for fully developed watershed
conditions.
2. Hydraulic Analysis (HEC-RAS)
• Update the previous hydraulic model based on available LiDAR point
cloud data,as-built construction plans and previous topographic surveys,
where necessary.
• Identify potential risk and problems areas based on:
1. Depth, shear stress, and velocity for multiple storm events.
2. Prepare erosion hot spots maps for field verification.
C. Field Investigation Assessment&Report
1. Conduct a joint field investigation of Jones Branch from Dove Road to Austin Oaks
Park with Civil, Geotech, and Geomorphologist. In addition, a CCTV inspection of
the sewer infrastructure will be performed to analyze condition.
2. Geotechnical Investigation(Through a qualified subcontractor)
• Surface Exploration - An experienced geotechnical engineer will
accompany your personnel and geomorphologist for approximately 3
business days of streambed reconnaissance along the project limits.
• Up to ten (10) bulk surface samples will be collected in the field, at
locations mutually agreed upon with the client and subconsultants.
Samples will be bagged and returned to the laboratory for testing. The
location of the samples will be documented with hand-held GPS.
• Laboratory tests will be performed for classification and grain size
purposes. The following types of tests are therefore recommended:
1. moisture content and soil identification
2. sieve and hydrometer grain size analysis
3. percent passing the No. 200 sieve
4. liquid and plastic limit determinations
• Report will be prepared to present the results of the field and laboratory
test results. We will provide two copies of the report and an electronic
copy. The report will address:
1. General soil and groundwater conditions
2. Grain size analysis,including D5o and D90 grain size
3. General comments on soil conditions affecting erosion and scour.
6/8/2026 Page 3
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
3. Geomorphologic Assessment(Through a qualified subcontractor)
• This scope of work includes the following basic services to be performed:
1. Assessment of existing site conditions and profiling.
2. Holistic analysis of current Pattern,Dimension and Profile of Jones
Branch and its evolution.
3. Quantification of bank erosion using BANCs model.
4. Prioritize and rank degraded areas.
5. Preparation of report summarizing the assessment.
4. CCTV Inspection (Through a qualified subcontractor)
• This scope of work includes the following basic services to be performed:
1. Perform CCTV inspection of Jones Branch Sanitary Sewer from
Dove Road to Simmons Ct and locate missing manhole.
2. Provide CCTV inspection videos for client record.
5. Existing Conditions Narrative Report
• Include a brief narrative description of the field investigation,
geotechnical investigation, and geomorphologic assessment.
1. Geotechnical documentation
2. Erosion Map—sites identified with ratings.
3. Analysis of existing sewer location and erosion locations
• Document the procedures and findings of the hydrologic and hydraulic
analyses.
1. Hydrologic Calculations (Land use, time of concentration, &
drainage area)
2. Hydrologic Maps(Land Use,Drainage Area maps,&historical land
use comparison)
3. Hydraulics Maps (Floodplain work maps (1-, 2-, 5- and too-year),
shear maps,velocity map, erosion hot spot maps)
4. Review of the Sanitary Sewer offset and approximate lifespan.
• Report documenting existing conditions will be split into 2(two)reports.
One report will document erosion hot spots, and the other report will
document erosion hot spots affecting city sewer infrastructure.A pdf copy
of the existing conditions reports will be provided.
D. Conceptual Design Alternatives (30%Submittal)
1. Develop potential improvements and project alternatives for identified erosion
hots spots within Jones Branch.
• Up to six(6)locations are included with this scope.
1. Potential alternatives include
a. Grade Control throughout stream.
b. Bank Stabilization
i. Sloped Bank with Rock Riprap
ii. Gabion mattress
iii. Gabion wall
iv. Scourlok wall
v. Bendway weirs
vi. Compression anchored turf matting
c. Alternatives will be discussed with City prior to developing
exhibits or OPCCs
6/8/2026 Page 4
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
2. Hydraulic analysis of proposed alternatives
3. Downstream assessment
4. Exhibit for each proposed alternative location (plan view showing
extents)
5. Opinion of Probable Construction Cost for each location
6. Meet with City to review alternatives and rankings.
2. Technical memorandum of proposed project alternatives
• Narrative description of projects
• Develop a creek stabilization plan to phase the projects based on ranking
and available funding.
• Review potential grant funding options.
3. Develop one(1) conceptual rendering with the selected alternatives. Exhibit shall
include aerial background, location of proposed improvements, typical sections,
and other graphical elements necessary to display the improvements. Scope
includes preparation of exhibit and one (1)revision to the exhibit.
• Roll Plot at 1"=40' +/-
• Include aerial image
• Sketches of improvements
E. Preliminary Design(60%Submittal)
a. A notice to proceed will be issued by the City upon City selection of conceptual
design alternatives.Westwood will prepare preliminary construction plans for up
to six(6)locations. The construction plans will consist of the following sheets:
• Cover Sheet
• General Notes
• Existing baseline information including topographic survey,surface
improvements, and existing utility information
• Project Layout&Control Sheet
• Demolition Plan
• Channel Improvement Plan&Profile
• Sewer Relocation Plan&Profile(Northern Manhole Relocation Only)
• Proposed Easements
• Erosion Control Plans
• Tree Protection and Mitigation Plans
• Detail sheets
Information required can be combined on sheets if the information can be clearly
shown and is approved by Client's project manager.
b. Prepare an estimate of construction quantities and develop the preliminary
opinion of probable construction costs.
c. Submit electronic copy of full sized 22"x34" sets of preliminary 6o% plans and
preliminary opinion of probable construction costs to the Client for review.
6/8/2026 Page 5
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
F. Final Design(go%&100%Submittals)
a. Revise preliminary plans incorporating comments from the Client and/or
Stakeholders.
b. Assemble Client's standard construction contract documents and modify special
technical specifications,if needed,for the project(if any).
c. Submit electronic copy of full sized 22"x34" sets of go% plans, one set of go%
construction contract documents and go% opinion of probable construction costs
for Client review.
d. Incorporate final Client and/or Stakeholder review comments into the plans and
construction contract documents to finalize construction plans for proposed
improvements.
e. Finalize construction contract documents including Client standard specifications,
special technical specifications and special conditions (if any).
f. Estimate of final construction quantities and final opinions of construction cost.
g. Submit(1) sealed(t00%) set of final plans and construction documents.
G. Bid Phase Services&Construction Administration
Westwood will support the bid phase and Construction Administration of the project
as follows.
1. Bid Advertisement:
• Westwood shall prepare and submit to CLIENT a draft Bid Advertisement for
publishing by the CLIENT.
2. Bid Document Distribution:
• The CLIENT will advertise the project for bid electronically and distribution of
the plans and specifications will be done electronically.
3. Bidder Assistance:
• Westwood will provide technical interpretation of the contract bid documents
and will prepare proposed responses to all bidders questions and requests, in
the form of addenda.
• Attend the virtual prebid conference in support of the Client,if requested.
• Attend the bid opening in support of the Client, if requested.
6/8/2026 Page 6
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
4. Bid Analysis and Recommendation of Award:
• Westwood will tabulate and review all bids received for the construction
project, assist the Client in evaluating bids, and recommend award of the
contract.
• Westwood will assist the Client in determining the qualifications and
acceptability of prospective contractors, subcontractors, and suppliers.
• Westwood shall make a recommendation of award to the Client.
5. Conformed Construction Documents:
• Upon award of a contract by the Client, Westwood shall assist with the
execution, assembly and distribution of the construction contract documents
for the Project.
6. Preconstruction Conference:
• Westwood shall attend the preconstruction conference,if requested.
7. Site Visits:
• Westwood shall visit the project site at appropriate intervals as construction
proceeds to observe and report on progress. It is estimated that up to four(4)
visits will be made by Westwood.
8. Shop Drawing and Lab Report Review:
• Westwood shall review shop and erection drawings submitted by the
contractor for compliance with design concepts. Westwood shall review
laboratory, shop, and mill test reports on materials and equipment.
9. Instructions to Contractor:
• The Engineer shall provide necessary interpretations and clarifications of
contract documents, review change orders and make recommendations as to
the acceptability of the work, at the request of the Client.
io. Contractor's Payment Estimates:
• The Engineer shall review monthly and final estimates for payments to
contractors. The payment estimates shall include appropriate certifications.
ii. Final Inspection:
• The Engineer shall attend final inspection of the Project with representatives
of the Client and the construction contractor.
12. Record Drawings:
• Prepare construction "Record Drawings" based upon mark-ups and
information provided by the construction contractor(s). Submit one (1) set of
the record drawings(with"record drawing stamp"bearing the signature of the
Engineer and the date) to the Client on a CD-ROM disk or flash drive
containing scanned 22"x34"black and white PDF images.
6/8/2026 Page
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
H. Aerial&Field Survey
Westwood will perform aerial survey from Dove Road to Austin Oaks Park.
1. Aerial Targets
• Westwood will prepare Aerial Target Layout Plan. Establish four(4)pre-
determined ground targets to aid in the acquisition of LiDAR&Imagery
mapping data.
2. LiDAR&Imagery
• Westwood will acquire LiDAR point clouds and high-resolution color
imagery with an FAA compliant aircraft.A high accuracy laser scanner
will be used for acquisition, along with a digital camera sensor.
• A 0.25'pixel ortho-rectified image will be generated to cover the area.
This data will be delivered in SID compressed image format for use in
CADD or GIS applications.
• The raw point cloud will be processed against the aerial control to arrive
at a ground-calibrated point cloud in LAS format.Westwood will
classify and filter the ground-calibrated LiDAR LAS files to arrive at an
accurate bare earth surface.The massive amount of LiDAR points will
be thinned,without affecting detail,to model key points for generation
of 1'contours.Aerial flights and processing will be designed to meet
National Map Accuracy Standards in areas not obscured by vegetation.
Contours will be generated and delivered in DXF format or model
keypoints in LAS format.
• LiDAR pulses could be obstructed in instances of heavy vegetation. In
these instances, contour lines may be dashed to reflect uncertainty in
determining bare earth.
• Visible planimetric feature details at ground level will be collected and
symbolized. The planimetric mapping will be designed to meet National
Map Accuracy Standards for 1" =100'mapping. Plan feature data will be
delivered in DXF format.
3. Ground Truthing
Westwood will Perform ground truthing survey on too points that have visibility
of the open sky. Ground truthing shots shall be taken on drainage and obscured
areas to verify the LiDAR surface data.
• Westwood will perform an on the ground survey under the direct
supervision of a Registered Professional Land Surveyor on specified
creek bank locations with limited survey scope.
• Westwood will combine all aerial and on-the-ground survey data
collected into one Civil 3D file to be used for design purposes.
• Existing drainage channels and swales will be profiled and cross
sectioned within the immediate vicinity of the PROJECT at up to
twenty-five(25)specified locations. FEMA crossings will be surveyed
from top of bank to top of bank plus 25 feet. Low points,high points and
any other unique features will be noted.Additional surveying may be
necessary to verify the limits of drainage areas.
6/8/2026 Page 8
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
4. Deliverables
• TIN file in LandXML format
• 1'contours in DXF format(display purposes only)
• Planimetric features in DXF format
• 0.25'GSD orthophoto in Sid Format
5. Assumptions
• Client to approve flight area.
• Client to provide Right of Entry to subject property and possibly
adjoining properties for the purpose of aerial flight staging area. Crews
will have full vehicular access to the sites. Downtime due to access
issues will be billed on an hourly basis or under a separate scope.
• Aerial targets will not be removed after flight. If removal is required,
additional fees will be incurred.
• This scope and fee do not include any site-specific safety or orientation
time.
• Aerial processing work was estimated based on crop-free and dormant
vegetation conditions. If crops are standing and/or vegetation growth is
active, additional contour processing fees may apply.
• Aerial flights are dependent on weather and ground conditions.
• Additional ground survey to acquire data inside any obscured area or
below any body of water is outside this scope and fee.
• Contours are a visual representation of the surface and should not be
used for design work
• Aerial flights recommended to be completed during crop-free and leaf-
off conditions for best results.
• Flights covered by$5MM aviation insurance. Certificates of insurance
may be requested prior to flight.Additional insurance may be purchased
for an additional fee.
6. Topographic Survey
Westwood will perform an on the ground survey of up to six(6) determined
locations under the direct supervision of a Registered Professional Land
Surveyor.
Included in this item:
• Location of permanent improvements on, and immediately adjacent to,
the site.
• Spot elevations on a 50400t grid.
• Contours on one-foot intervals.
• Top of curb and gutter elevations for paving on, and immediately
adjacent to,the site.
• Locations,common name and trunk diameter of trees and the outline of
heavily wooded areas.
• Location of visible utilities and appurtenances.
• Location and sizes of underground utilities based on available record
information.
• Westwood will graphically plot,if any,the Special Flood Hazard Area
from the Flood Insurance Rate Map(FIRM),published by Federal
Emergency Management Agency(FEMA),for this area.
6/8/2026 Page 9
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
Not included in this item:
• Species names of trees.
• Boundary surveying.
• Research or review of easements that may affect the subject tract.
• Subsurface utility engineering services.
• Location of irrigation control valves.
7. Site Boundary Determination
Westwood will do limited property research (filed plats and current deeds only)
and complete fieldwork required to determine the boundaries of the site. This
information will be used in site layout,dimensional control,and as a base for plats,
surveys, and easement documents.
Included in this item:
• Plot easements or setbacks of which the surveyor has knowledge or has
been made aware.This item does not include an abstract of title.
• Retrieve subdivision plats, maps and/or deeds delineating the
ownership for the project.
• Limited field measurements to only those existing boundary
monuments,deemed necessary by the surveyor,to determine the
location of the site boundary.
Not included in this item:
• Information regarding the ownership of adjacent tracts.
• Right-of-Entry efforts for private property.
• Monumentation.
• Sealed or certified drawings,including ALTA or closing surveys.
• Metes&bounds property descriptions.
I. Right-of-Way&Easement Documents:
1. Westwood shall prepare up to ten (1o) right-of-way and easement exhibits as
necessary for the project improvements.
J. Environmental Clearance
Investigate the project and regulations and determine the need for a USACE 404
permit for each option and if needed, determine the ordinary high water mark
elevation of navigable waters of the US along Jones Branch and the anticipated
proposed volume of fill below the ordinary high-water mark and need for mitigation.
The scope of work includes the following:
1. Field Delineation
• Westwood Professional Services, Inc. (Westwood) will conduct a field
delineation of potential waters of the U.S. within the subject property. The
limits of any existing impacts to potential waters of the U.S.within the subject
property will also be documented. The field delineation will be conducted in
accordance with U.S. Army Corps of Engineers guidance including the 1987
manual,the Great Plains Regional Supplement, and other pertinent guidance.
A Trimble GeoX GPS unit will be used to map all potential waters of the U.S.
6/8/2026 Pagelo
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
For streams, the centerline will be mapped using the GPS where possible and
the ordinary high-water mark (OHWM) will be recorded regularly as nested
points. For wetlands, the wetland-upland boundary will be established, and
that line mapped as a continuous line using the GPS. Datasheets will be
completed for potential wetlands and adjacent uplands along with field notes
documenting observations. A map will be produced using GIS showing the
potentially jurisdictional water features. This map can be provided to the City
in either GIS or CAD format for use in their planning efforts.
2. 404 Permit Options
• Westwood will prepare a technical memo for the client's use of documenting
the existing condition of the water features located within the project area.
Information gathered during the site visit will be incorporated into the
technical memo. The information provided will include on-site observations,
field-based indicators of hydrological conditions, maps, and other applicable
information such as Section 404 permitting options. The technical memo
would be provided to the client for the client's use.
3. U.S.Army Corps of Engineers Coordination
• Project area is adjacent to property owned and managed by the United States
Army Corps of Engineers(USAGE). We anticipate coordinate and the need for
a USACE Construction Easement License for this project to construct the
improvements. The anticipated scope of work with the USACE includes:
i. Meeting with Corps of Engineers Lake Grapevine Office(Up to 2)
ii. Completing USACE Construction Easement License
iii. Metes&Bounds Survey and Exhibit
iv. Construction plan sheet(s)showing the proposed improvements
v. Coordination with the USACE Corps of Engineers, including the
USACE Fort Worth District Office
K. Geotechnical Investigation
1. Through a qualified subcontractor,Westwood shall:
• Perform soil investigations at up to six (6) locations, including field and
laboratory tests, borings, related engineering analysis and recommendations
for determining soil conditions will be made.
• Field and laboratory analysis will be made at one(1)location per improvement
location, as needed.
L. Right-of-Way and Easement Acquisition Services
1. Through a qualified subcontractor,Westwood shall:
• Perform Right-of-Way and Easement acquisition services for up to six (6)
parcels. Services are provided at fixed price per parcel, which includes,
consultation with project manager and client,property ownership verification,
market appraisal analysis, property negotiation, and coordination for legal
ownership/rights transfer to Client.
6/8/2026 Page 11
EXHIBIT A to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
M. Structural Design
1. Through a qualified subcontractor,Westwood shall:
• Prepare structural plans and details for up to six(6)improvement locations,as
needed.
• Improvements are anticipated to consist of a tied-back wall, and the structural
design includes grouted prestressed tendons that are tied to rows of reinforced
concrete beams. Structural design of systems involving alternate proprietary
products are not included in this scope.
N. Additional Services
1. City Authorized Additional Services
• Task will be used to perform any additional services outside of scope as
authorized by the city. Tasks could include additional field work, alternative
design, additional locations, meetings, inspections, acquisitions support, or
any other task as needed for the project. All additional services must be
authorized by city.
Scope Assumptions:
• The improvements to Jones Branch are anticipated to be grade control structures or
bank stabilization consisting of slope banked riprap, gabion mattress, tie-back gabion
wall, bag wall, scourlock, or similar structure. Improvements are not anticipated to
exceed 250 ft in length or exceed 15 ft in height. If improvements do exceed these size
limits or material type, additional fee may be required.
Services not included in this contract:
• Construction inspection services
• As-built surveys of constructed improvements
• Utility coordination meeting(s) to start relocation process with affected franchise
utilities
• Reset property corner monumentation disturbed or removed during or after
construction
• Required application and permitting fees (LOMR) or special insurance premiums are
not included
• Phase II Environmental Site Assessments
• Storm Water Pollution Prevention Plans(SWPPP)
• 404 Permitting or Other Agency Permitting
• FEMA permitting
• Preliminary and final platting
• Zoning change assistance
• Detailed layout of walks and hardscape areas, including scoring patterns
• Off-site roadway, drainage, and utility extensions/improvements
• Construction staking
END OF EXHIBIT`A'
6/8/2026 Page12
EXHIBIT B to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
EXHIBIT`B' — COMPENSATION AND METHOD OF PAYMENT
Jones Branch Improvements
(Dove Road to Austin Oaks Park)
COMPENSATION:
For all professional services included in EXHIBIT `A', Scope of Services, Westwood shall be
compensated for up to a total fee of$700,000.0o as summarized below. The total fee shall be
considered full compensation for the services described in EXHIBIT `A', including all labor
materials, supplies, and equipment necessary to deliver the services.
Fee Sut=ary
Task Fee Fee Type
A. Project Management&Coordination
Project Management&Coordination $ 32,700.0o Lump Sum
B. H&H Analysis
H&H Analvsis $ 28,900.o0 Lump Sum
C. Field Investigation assessment$:Report
GeotechnicalAssessment $ 14,200.0o Lump Sum
Geomorphology A sessment $ 12,100.0o Lump Sum
Sewer C=Inspection $ 8,200.0o Lump Sum
Field Investigation $ 1o,o5o.00 Lump Sum
Narrative Report $ 22,260.0o Lump Sum
D. Conceptual Design Alternatives�3o%)
Conceptual Design alternatives(30%) $ 34,400.0o Lump Sum
E. Preliminary Design(60%)
Preliminary Civil Design(1 Location) 20,000.0o Lump Sum
Preliminary Civil Design(Each Additional Location @a $11,10o EA) $ 55,500.00 Lump Sumer
F. Final Design(go%and 100% Submittals)
Final Civil Design(1 Location) $ 16,100.0o Lump Sam
Final Civil Design(Each Additional Location @a S8,800 EA) 44,000.00 Lump Sumer
G. Bid Phase Services&Construction Administration
Bid Phase Services&Construction Administration $ 23,000.00 Hourl-.-
H. Field Survey
LiDAR Aerial Flight $ 36,000.00 Lump Sum
Field Topo&Boundary(1 Location) $ 15,00a.00 Lump Sum
Field Topo&Boundary(Each Additional Location @ $6,00o EA) $ 2,5,000.00 I Lump Sumer
6/8/2026 Page13
EXHIBIT B to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
Fee Summary
Task Fee Fee Type
I. Right-of-lVay&Easement Documents
Right-of-A-Vav&Easement Documents(up to io @ $3.6k Ea) $ 35,000.00 LUMP Sumer
J. Environmental Clearance
Field Delineation $ 6,000.0o Lump Sum
404 Permit Options $ 7,500.0o Lump Sum
USACE Coordination $ 15,000.0o Lump Sum
K, Geotechnical Investigation
Geotechnical Investigation(1 Location) $ 17,200.0o Lump Sum
Geotechnical Investigation(Each Additional Location @ SS,60o EA) $ 43,000.00 Lump Sumer
L. Right-of-Way&Easement Aoquisitions Services
Project Management $ .50,000.00 Hourly
Appraisal/Title Research/Acquisition(up to 6 @ ag,Soo per parcel) $ 5$,800.00 Hourly
M. Structural Design
Structural Design(1 Location) $ 12,mc.0o Lump Sum
Structural Design(Each Additional Location @ 4400 EA) $ 22,000.00 Lump Sumer
N. Additional Services
Additional Services $ 35,000.00 Luna Sur-2
Subtotal(Luoup SUM) 568,200.00
Subtotal(Hourly) $ 131,800-00
Total Fee 700,000_00
Notes:
i.Reimbursable expenses are included in the lump sum totals and iAill not be billed separately.
2.Tasks marked iAith Lump Sum'are to be used as needed for design,and iAith city approval.
METHOD OF PAYMENT:
Westwood shall be paid monthly payments as described in Article 3 of the AGREEMENT. The
cumulative sum of such monthly partial fee payments shall not exceed the total current project
budget including all approved Amendments. Each invoice shall be verified as to its accuracy and
compliance with the terms of this Agreement by an officer of Westwood.
Monthly statements for reimbursable services performed by sub-consultants will be based upon
the actual cost to Westwood plus ten percent(io%).
6/8/2026 Page14
EXHIBIT C to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
EXHIBIT C— INSURANCE
A. Insurance. Westwood shall, during the life of this Agreement, maintain the following
insurances:
1. Commercial General Liability(occurrence form not less than):
$2,000,00o General Liability
$2,000,000 Products and Completed Operations Aggregate
$1,000,00o Personal and Advertising Injury
$1,000,00o Each Occurrence
$10,00o Medical Expense
2. Commercial Automobile Liability(all scheduled auto,hired and non-owned
autos):
$1,000,00o Combined Single Limit
3. Umbrella
$5,000,00o Aggregate
$5,000,00o Each Occurrence
4. Workers Compensation
$1,000,00o Each Accident
$1,000,00o Policy Limit
$1,000,00o Each Employee
Professional Liability Errors and Omissions Insurance. Westwood shall carry Professional
Liability Errors and Omissions insurance with limited contractual liability in the amount of
$2,000,000 per claim and in the aggregate for the duration of this Agreement.
END OF EXHIBIT`C'
6/8/2026 Page 9
EXHIBIT D to Agreement between
the City of Southlake, Texas ("Client")
and Westwood Professional Services,
Inc., ("Westwood") for Consulting
Services
EXHIBIT`D' —SCHEDULE
Jones Branch Improvements
(Dove Road to Austin Oaks Park)
Estimated Estimated
Activity Duration Completion
(weeks) After N.T.P.—
Notice-To-Proceed -
Aerial Lidar Survey 4 4 Weeks
H&H Analysis 2 6 Weeks
Field Investigation&Report 6 12 Weeks
Conceptual Design(30%) &City Review 6 18 Weeks
Survey 4 22 Weeks
Preliminary Design(6o%) &City Review 6 28 Weeks
Final Design(go%) &City Review 6 34 Weeks
Final Design(i00%) 4 38 Weeks
Bid Services 6 44 Weeks
Construction to begin
Notes:
1. Environmental clearance and coordination with the USACE could exceed 1-year depending
on the improvements that are selected. Design schedule represents timeline for design,but
approval from USACE could impact the construction start time.
2. Westwood is not responsible for delays beyond its control.
END OF EXHIBIT`D'
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