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Coppell Greens-CS141013October 9, 2014 Mr. George Marshall Engineering Department City of Coppell, TX Re: Professional Services Agreement Dear Mr. Marshall: Kimley-Horn and Associates, Inc. ("Kimley-Horn" or "Consultant') is pleased to submit this letter agreement (the "Agreement') to the City of Coppell ("Client') for providing traffic engineering services to study the Bethel School Road and Denton Tap Road intersection. Project Understanding The intersection of Bethel School Road & Denton Tap Road is in an area that has experienced recent growth and the current configuration of this intersection results in substantial delays during portions of the weekday peak periods. The focus of this study is to analyze different traffic patterns that exist during the AM, midday, PM, and weekend peak periods, and to develop recommended intersection enhancements to improve overall intersection operations. To develop constructible geometric enhancements, a full survey of the study area will be included, so that any potential design alternatives can be determined to be practical prior to making a recommendation. Scope of Services Kimley-Horn will provide the services specifically set forth below. Task 1 Data Collection 1.1. Field Visit: $3,600 (Lump Sum) In the study corridor, Kimley-Horn will perform in -field verification of the existing roadway network and intersection characteristics. Kimley-Horn collect information needed to model intersection operations, and observe peak operations to identify any operational issues evident on the street. 1.2 Traffic Data 24-hour Tube Counts On a typical non -holiday, Tuesday, Wednesday, or Thursday, we will collect 24-hour bi-directional count data for Bethel School Road, east of Denton Tap Road. A similar count will be performed for a typical non -holiday Saturday. Kimley>Morn Page 2 Turning -movement Counts Based on tube count data, we will identify 2 -hour peak periods in the morning, midday, evening, and on Saturday, for which we will collect detailed turning -movement count data at the Bethel School & Denton Tap intersection. Task 2 Collection of Design Data $9,500 (Lump Sum) This task includes the collection and organization of data by Kimley-Horn for use in other tasks of this project. The specific type, quantity and other requirements of the data to be collected, reduced, and organized by Kimley-Horn are described in the following subtasks. 2.1 Compile Base Map Data (Topographic and Boundary Survey) Kimley-Horn will compile 1"=40' electronic base maps and as -built drawings for the project site within the anticipated limits of reconstruction. The resulting planimetric scale will be 1"=40'. Specific field data will need to be identified in the field or on CITY -supplied aerial photography and/or as-builts including existing: • Property Corner Monumentation (right of way boundaries) • Existing pavement, gutters, top of curbs, sidewalks, barrier free ramps, brick paver limits, tie-in transverse roadway joints • Roadway and lane striping/buttons • Driveways • Existing storm sewer inlets, manholes, junction boxes (including culvert sizes and invert elevations) • Existing sanitary sewer manholes (top of manhole and invert elevations) • Utility manholes, vaults, water valves, water meters, sewer service cleanouts, sprinkler heads, telephone poles, power poles, conduit, cables, ground boxes, utility markers, other public utilities, and franchise utilities (as marked by UCIS) • Signs (excluding temporary signs) • Permanent structures/retaining walls • Cross sections throughout the project limits at a minimum of 50 -foot intervals • Approximate elevation of existing overhead electric/communication lines • Traffic control cabinets Existing communications infrastructure Existing electrical service points Existing communications infrastructure Our approach will be to utilize field markings of the franchise utilities to be picked up by our surveyor. Also included in the topographic survey would be shots up to 10' outside of existing ROW around the boundary of the project, as available. Control data will be based on the City of Coppell Control Network. If geotechnical testing is to be included, Kimley-Horn will also locate the test holes with x,y,z coordinates and elevations. ��?��Nf�r�tl]rave,qua#�"1S?O�dalJas,T�xas�5�51 ' � 8T27�S2i3tbD° Kimley>Morn Page Kimley-Horn anticipates new aerial photography collected by NCTCOG will be furnished by the CITY to the CONSULTANT through the standard NCTCOG agreement form. • NCTCOG aerial photography • Available record drawings from CITY 2.3 Compilation of Design Information Kimley-Horn shall compile available specifications, standard detail drawings, and other design information from the CITY and any franchise utility representative that may share information during the project and shall prepare a list of other needed data. Task 3 Traffic Operational Study $6,750 (Lump Sum) 3.1 Baseline Model Kimley-Horn will develop four (4) SynchroTM models representative of existing traffic operations at the study intersections during the four (4) study periods. These models will be used to identify current deficiencies, to establish a baseline condition for delays and level of service (LOS), and will serve as the starting point for models that will include potential enhancements being evaluated. The baseline models will include adjacent intersections, as provided by the Client, so that the study intersection can more accurately be evaluated as part of a signal system and not as an isolated location. 3.2 Signal Operations Evaluation Kimley-Horn will use SynchroTM models to evaluate potential intersection enhnancements during each peak period, identifying the most desirable configuration for each period, and the most desirable overall configuration for all study periods. These enhanced configurations will be compared with the current configuration to quantify benefits in terms of changes in delays, queuing, unserved vehicles, and LOS. 3.3 Feasibility Testing We will work to incorporate the most desirable traffic operational solutions into conceptual designs, determining which of the desired enhancements can be recommended based on geometric design limitations. 3.4 Alternative Configuration Meeting Kimley-Horn will meet with the Client to discuss the findings and goals of concepts to be incorporated into intersection concept plans. Actual alternative concepts to be included in Task 4 of this scope will be defined in additional detail during this review meeting. Kimley>Morn 3.5 Technical Memorandum Page 4 Kimley-Horn will prepare a brief (4 to 6 page) technical memorandum summarizing the traffic analysis and recommended enhancements. Task 4 Intersection Concept Plans $8,000 (Lump Sum) Kimley-Horn will develop one existing intersection layout and up to two (2) alternative intersection layouts that address City -preferred future lane assignments, business access, and traffic capacity. The existing intersection layout will be documented at a 1"=40' scale drawing with aerial background. This layout will show existing curb and driveway locations, traffic lane usage, utilities, right-of-way, preliminary traffic signal locations, and pavement markings. Up to two alternative intersection layouts will be developed. The layouts will examine potential geometric improvements within existing right-of-way and will identify potential right-of-way needs given the CITY's geometric requirements. Both alternative layouts will show roadway geometric improvements, traffic signal modifications/additions, traffic lane assignments, right-of-way, utilities, and pavement marking improvements. All concept drawings will be prepared on 11" x 17" sheets. Services Not Included Subsurface utility engineering and PS&E for either signal or roadway changes are not included in this scope of services. Additional Services Any services not specifically provided for in the above scope will be billed as additional services and performed at our then current hourly rates, or as lump -sum services as part of negotiated additional scope. Additional services we can provide include, but are not limited to, the following: • Presentations and additional meetings • Development of coordinated traffic signal timing • Subsurface Utility Engineering o Quality Level "A" SUE o Quality Level "B" SUE • Negotiation of easements/ROW or property acquisition • Development of a roadway design plan set • Development of a traffic signal design plan set • ADA compliance study or evaluation • Franchise Utility Coordination • Opinions of Probably Cost Information Provided By Client Page 5 The Consultant shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client's consultants or representatives. The Client shall provide all information requested by Kimley-Horn during the project, including but not limited to the following: • Traffic signal timing, including all parameters needed to develop accurate SynchroTM simulation models, for signals operated both by the Client • Previous traffic studies and associated historical traffic data for this corridor • Base mapping or aerial photography the Client wishes to be included as part of the models • SynchroTM Models for the Denton Tap Corridor Responsibilities of Client In addition to other responsibilities set out in this Agreement, the Client shall provide any access agreements needed for Kimley-Horn and subconsultants to obtain data identified in the scope of services. Schedule We will provide our services as expeditiously as practicable with the goal of meeting the following schedule: Notice to Proceed: Data Collection & Field Observations Survey and Design Data Collection Traffic Study: Draft Technical Memorandum Concept Drawings Final Technical Memorandum: Fee and Expenses Kimley-Horn will perform the services in Tasks 1 amounts are informational only. All permitting, directly by the Client. Task 1 Data Collection Task 2 Collection of Design Data Task 3 Traffic Operational Study Task4 Intersection Concept Plans Total Lump Sum Fee October 2014 October 2014 October -November 2014 November 2014 November 2014 November -December 2014 December 2014 & 2 for the total lump sum fee below. Individual task application, and similar project fees will be paid $3,600.00 $9,500.00 $6,750.00 $8,000.00 $27,850.00 Lump sum fees will be invoiced monthly based upon the overall percentage of services performed. Payment will be due within 25 days of your receipt of the invoice. Kimley>>> Horn Closure Page 6 In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard Provisions, "Consultant' shall refer to Kimley-Horn and Associates, Inc., and "Client' shall refer to the City of Coppell, Texas/ Kimley-Horn, in an effort to expedite invoices and reduce paper waste, submits invoices via email in an Adobe PDF format. We can also provide a paper copy via regular mail if requested. Please provide the following information: Please email all invoices to Please copy If you concur in all the foregoing and wish to direct us to proceed with the services, please have authorized persons execute both copies of this Agreement in the spaces provided below, retain one copy, and return the other to us. We will commence services only after we have received a fully - executed agreement. Fees and times stated in this Agreement are valid for sixty (60) days after the date of this letter. To ensure proper set up of your projects so that we can get started, please complete and return with the signed copy of this Agreement the attached Request for Information. Failure to supply this information could result in delay in starting work on your project. We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. CITY OF COPPELL, TEXAS David M. Halloin, P.E., PTOE By: Associate/Project Manager (Signature) Eric Z. Smith Assistant Secretary Attachment—Standard Provisions Attachment— Rate Schedule Attachment — Survey Area (Print Name and Title) (Date) KIMLEY-HORN AND ASSOCIATES, INC. STANDARD PROVISIONS (1) Consultant's Scope of Services and Additional Services. The Consultant's undertaking to perform professional services extends only to the services specifically described in this Agreement. However, if requested by the Client and agreed to by the Consultant, the Consultant will perform Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in writing, the Client shall pay the Consultant for any Additional Services an amount based upon the Consultant's then -current hourly rates plus an amount to cover certain direct expenses including telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Other direct expenses will be billed at 1.15 times cost. (2) Client's Responsibilities. In addition to other responsibilities described herein or imposed bylaw, the Client shall: (a) Designate in writing a person to act as its representative with respect to this Agreement, such person having complete authority to transmit instructions, receive information, and make or interpret the Client's decisions. (b) Provide all information and criteria as to the Client'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. (c) Provide to the Consultant all previous studies, plans, or other documents pertaining to the project and all new data reasonably necessary in the Consultant's opinion, such as site survey and engineering data, environmental impact assessments or statements, upon all of which the Consultant may rely. (d) Arrange for access to the site and other private or public property as required for the Consultant to provide its services. (e) Review all documents or oral reports presented by the Consultant and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of the Consultant. (f) Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary for completion of the Consultant's services. (g) Cause to be provided such independent accounting, legal, insurance, cost estimating and overall feasibility services as the Client may require. (h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the scope, timing, or payment of the Consultant's services or any defect or noncompliance in any aspect of the project. (i) Bear all costs incidental to the responsibilities of the Client. (3) Period of Services. Unless otherwise stated herein, the Consultant will begin work timely after receipt of a properly executed copy of this Agreement and any required retainer amount. This Agreement is made in anticipation of conditions permitting continuous and orderly progress through completion of the services. Times for performance shall be extended as necessary for delays or suspensions due to circumstances that the Consultant does not control. If such delay or suspension extends for more than six months (cumulatively), Consultant's compensation shall be renegotiated. (4) Method of Payment. Compensation shall be paid to the Consultant in accordance with the following provisions: (a) Invoices will be submitted periodically for services performed and expenses incurred. Payment of each invoice will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held by the Consultant for the duration of the project and applied against the final invoice. Interest will be added to accounts not paid within 25 days at the rate of 12% per annum beginning on the 251" day. If the Client fails to make any payment due to the Consultant under this or any other agreement within 30 days after the Consultant's transmittal of its invoice, the Consultant may, after giving notice to the Client, suspend services and withhold deliverables until all amounts due are paid in full and may commence proceedings, including filing liens, to secure its right to payment under this Agreement. (b) If the Client relies on payment or proceeds from a third party to pay Consultant and Client does not pay Consultant's invoice within 60 days of receipt, Consultant may communicate directly with such third party to secure payment. (c) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of receipt of the invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and owing. If the Client objects to only a portion of the invoice, payment for all other portions remains due within 25 days of receipt. (d) If the Consultant initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such expenses shall include the cost, at the Consultant's normal hourly billing rates, of the time devoted to such proceedings by its employees. (e) The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The Rev 07114 Consultant may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and without prejudicing any right of the Consultant to collect additional amounts from the Client. (5) Use of Documents. All documents, including but not limited to drawings, specifications, reports, and data or programs stored electronically, prepared by the Consultant are related exclusively to the services described in this Agreement, and may be used only if the Client has satisfied all of its obligations under this Agreement. They are not intended or represented to be suitable for use, partial use or reuse by the Client or others on extensions of this project or on any other project. Any modifications made by the Client to any of the Consultant's documents, or any use, partial use or reuse of the documents without written authorization or adaptation by the Consultant will be at the Client's sole risk and without liability to the Consultant, and the Client shall indemnify, defend and hold the Consultant harmless from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom. The Consultant's electronic files and source code developed in the development of application code remain the property of the Consultant and shall be provided to the Client only if expressly provided for in this Agreement. Any electronic files not containing an electronic seal are provided only for the convenience of the Client, and use of them is at the Client's sole risk. In the case of any defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by the Consultant, the hardcopy shall govern. Because data stored in electronic media format can deteriorate or be modified without the Consultant's authorization, the Client has 60 days to perform acceptance tests, after which it shall be deemed to have accepted the data. (6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including but not limited to opinions as to the costs of construction and materials, shall be made on the basis of its experience and represent its judgment as an experienced and qualified professional, familiar with the industry. The Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from its opinions of cost. If the Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost estimator. Consultant's services required to bring costs within any limitation established by the Client will be paid for as Additional Services. (7) Termination. The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, or upon thirty days' written notice for the convenience of the terminating party. If any change occurs in the ownership of the Client, the Consultant shall have the right to immediately terminate this Agreement. In the event of any termination, the Consultant shall be paid for all services rendered and expenses incurred to the effective date of termination, and other reasonable expenses incurred by the Consultant as a result of such termination. If the Consultant's compensation is a fixed fee, the amount payable for services will be a proportional amount of the total fee based on the ratio of the amount of the services performed, as reasonably determined by the Consultant, to the total amount of services which were to have been performed. (8) Insurance. The Consultant carries Workers' Compensation insurance, professional liability insurance, and general liability insurance. If the Client directs the Consultant to obtain increased insurance coverage, the Consultant will take out such additional insurance, if obtainable, at the Client's expense. (9) Standard of Care. The standard of care applicable to Consultant's services will be the degree of care and skill ordinarily exercised by consultants performing the same or similar services in the same locality at the time the services are provided. No warranty, express or implied, is made or intended by the Consultant's undertaking herein or its performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client. (10) LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to the Client and the Consultant, the risks have been allocated such that the Client agrees, to the fullest extent of the law, and notwithstanding any other provisions of this Agreement or the existence of applicable insurance coverage, that the total liability, in the aggregate, of the Consultant and the Consultant's officers, directors, employees, agents, and subconsultants to the Client or to anyone claiming by, through or under the Client, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the services under this Agreement from any cause or causes, including but not limited to, the negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express or implied, of the Consultant or the Consultant's officers, directors, employees, agents, and subconsultants, shall not exceed twice the total compensation received by the Consultant under this Agreement or $50,000, whichever is greater. Higher limits of liability may be negotiated for additional fee. Under no circumstances shall the Consultant be liable for extra costs or other consequences due to changed conditions, or for costs related to the failure of contractors to perform work in accordance with the plans and specifications. This Section 10 is intended solely to limit the remedies available to the Client or those claiming by or through the Client, and nothing in this Section 10 shall require the Client to indemnify the Consultant. (11) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any Rev 07114 consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits. (12) Certifications. The Consultant shall not be required to execute certifications or third -party reliance letters that are inaccurate, that relate to facts of which the Consultant does not have actual knowledge, or that would cause the Consultant to violate applicable rules of professional responsibility. (13) Dispute Resolution. All claims by the Client arising out of this Agreement or its breach shall be submitted first to mediation in accordance with the Construction Industry Mediation Procedures of the American Arbitration Association as a condition precedent to litigation. Any mediation or civil action by Client must be commenced within one year of the accrual of the cause of action asserted but in no event later than allowed by applicable statutes. (14) Hazardous Substances and Conditions. In no event shall Consultant be a custodian, transporter, handler, arranger, contractor, or remedialor with respect to hazardous substances and conditions. Consultant's services will be limited to professional analysis, recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal, or remediation. The Consultant shall notify the Client of hazardous substances or conditions not contemplated in the scope of services of which the Consultant actually becomes aware. Upon such notice by the Consultant, the Consultant may stop affected portions of its services until the hazardous substance or condition is eliminated. (15) Construction Phase Services. (a) If the Consultant's services include the preparation of documents to be used for construction and the Consultant is not retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents and for construction observation, and the Client waives any claims against the Consultant in any way connected thereto. (b) If the Consultant provides construction phase services, the Consultant shall have no responsibility for any contractor's means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall Consultant have any authority or responsibility to stop or direct the work of any contractor. The Consultant's visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by the Consultant. Consultant neither guarantees the performance of contractors, nor assumes responsibility for any contractor's failure to perform its work in accordance with the contract documents. (c) The Consultant is not responsible for any duties assigned to the design professional in the construction contract that are not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the contractor shall be solely responsible for job site safety and for its means and methods, that the contractor shall indemnify the Client and the Consultant for all claims and liability arising out of job site accidents; and that the Client and the Consultant shall be made additional insureds under the contractor's general liability insurance policy. (16) No Third -Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole benefit of the Client and the Consultant. The Client shall not assign or transfer any rights under or interest in this Agreement, or any claim arising out of the performance of services by Consultant, without the written consent of the Consultant. The Consultant reserves the right to augment its staff with subconsultants as it deems appropriate due to project logistics, schedules, or market conditions. If the Consultant exercises this right, the Consultant will maintain the agreed-upon billing rates for services identified in the contract, regardless of whether the services are provided by in-house employees, contract employees, or independent subconsultants. (17) Confidentiality. The Client consents to the use and dissemination by the Consultant of photographs of the project and to the use by the Consultant of facts, data and information obtained by the Consultant in the performance of its services. If, however, any facts, data or information are specifically identified in writing by the Client as confidential, the Consultant shall use reasonable care to maintain the confidentiality of that material. (18) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of Texas. This Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous negotiations, representations, agreements or understandings, whether written or oral. Except as provided in Section 1, this Agreement can be supplemented or amended only by a written document executed by both parties. Provided, however, that any conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly rejected by the Consultant. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions. The non -enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Rev 07/14 Kimley>Morn Kimley-Horn and Associates, Inc. Standard Rate Schedule (Hourly Rate) Senior Professional 1 $200-$230 Senior Professional II $175-$220 Professional $140-$185 Analyst $135-$150 Designer $100-$165 Technical Support $70-$150 Clerical/Administrative Support $60-$115 Effective July 2014