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Res 063-2024 Agmt. with Kimley-Horn for Traffic Engineering Services 06/04/2024 Resolution No. 63-2024 Resolution authorizing the City Manager to execute a Professional Services Agreement with Kimley-Horn and Associates, Inc. for traffic engineering services in an estimated amount of $187,000.00 WHEREAS, the City of Wichita Falls desires traffic engineering services be performed to safely improve traffic flow on its arterial roadways; and, WHEREAS, the Department of Energy has provided an Energy Efficiency and Conservation Block Grant in the amount of $155,820.00 for traffic synchronization improvements; and, WHEREAS, the City of Wichita Falls' Traffic Engineering Division will provide $31 ,180 towards the cost of the project; and, WHEREAS, Kimley-Horn and Associates, Inc. was selected to provide traffic engineering services in an estimated amount of $187,000.00. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Manager is authorized to execute a professional services agreement with Kimley-Horn and Associates, Inc., with changes thereto in a form approved by the City Attorney, in an estimated amount of$187,000.00 PASSED AND APPROVED this the 4th day of June, 2024. MAYOR ATTEST: City Clerk Kimley>>>Horn May 20,2024 Mr.John Burrus City of Wichita Falls 2100 Seymour Highway Wichita Falls,TX 76301 Re: Letter Agreement for Professional Services for Traffic Signal Timing Wichita Falls,TX Dear Mr.Burrus: Kimley-Horn and Associates, Inc. ("Kimley-Hom" or "Consultant') is pleased to submit this Letter Agreement (the "Agreement') to the City of Wichita Falls ("Client") for providing traffic signal timing services on selected corridors. Project Understanding The City of Wichita Falls requested this proposal for traffic signal timing services at 50 intersections,as detailed in Tasks 1-6 below. Scope of Services Kimley-Horn will provide the services specifically set forth below for the project intersections defined in each project task. Kimley-Horn will provide recommendations for new coordinated AM peak, Midday/Weekend, and PM peak timing plans for the intersections identified in the tasks below. Kimley-Horn will work with Client to develop coordinated timing strategies for the project intersections,with a goal of reducing delay and stops along each arterial while managing delays for side-street approaches. The Midday/Off-Peak timing will be based on Midday count data, but this plan will be applicable to a large portion of the weekly schedule outside of the AM and PM peak periods, including the Weekend peak period. Kickoff Meeting At the outset of the project,Kimley-Horn will prepare for and attend one(1) kickoff meeting with Client to begin the exchange of data, discuss project tasks, and review the proposed project schedule. It is anticipated that this meeting will be held in-person at Client's office. Field Visit In the study area, Kimley-Horn will perform in-field observations of intersection operations and traffic patterns during AM, Midday, and PM peak periods. During these observations, Kimley-Horn will also collect pertinent intersection geometry and control information for developing new Synchro models. Kimley-Horn will coordinate peak site visits with Client staff to gain an understanding of strategies that have previously been applied to operating study intersections. It is anticipated that this will take place once schools have resumed in September. kimley-horn.com 2600 N.Central Expressway,Suite 400, Richardson,Texas 75080 214-617-0535 Kimley>>)Horn Page 2 Traffic Counts Kimley-Horn will use traffic count data provided by Client to develop modified timing strategies for the AM, Midday/Weekend, and PM peak periods. Data collection will consist of peak period turning movement counts(TMCs)at the study intersections and one 24-hour machine count along each project corridor. Preparation of Modified Timing Strategies Kimley-Horn will work with Client to determine appropriate and consistent vehicular and pedestrian clearance interval calculations to be used for this and subsequent timing efforts. Kimley-Horn will document these calculation procedures in a memorandum for Client's reference. Kimley-Horn will recalculate the clearance intervals at project intersections accordingly. Kimley-Horn will develop new AM Peak,Midday, PM Peak,and Weekend Synchro models for the study intersections. Models will reflect new yellow, all-red, and pedestrian clearance intervals calculated as part of this task. Interval times will be compared to existing interval times to be obtained from existing timing sheets provided to Kimley-Horn by Client.Updated models will also include walk intervals agreed to by the Client. Synchro models will reflect recommended pedestrian service strategies. Once models have been developed and initial strategies have been prepared, Client and Kimley-Horn will meet to develop a consensus as to details of proposed operations for each intersection. After the review meeting, Kimley-Horn will provide Client with printouts of the Synchro timing sheets for AM, Midday/Weekend, and PM timing plans. All such submittals will be provided in .pdf format. It is assumed that actual changes to controller timing will be implemented by Client. Kimley-Horn will be available to answer questions while Client is coding and implementing these new timing plans.Synchro models can be also provided if Client deems them useful. Timing Plan Implementation and Fine-Tuning On mutually agreed-upon days, Kimley-Horn will arrange to be available on the street to observe new timing as it is made operational.Kimley-Horn will then perform on-street fine tuning for the AM, Midday, and PM peak periods. It is anticipated that fine-tuning will be performed during peak periods on two weekdays. This phase of the project is anticipated to consist of adjustments to splits,offsets,and basic operational parameters in the controllers. It is anticipated that Client staff will be available to assist with field changes, but that Kimley-Horn staff will have access to cabinets and controllers to make changes as necessary. It is assumed that for any times when Kimley-Horn staff will be responsible for performing field changes,Client staff will be available by phone to answer questions or assist with questions related to changes being entered into the controllers. Project Documentation The initial deliverable for this project is draft signal timing plans to be implemented on the street.The final deliverables will be Synchro models that reflect all in-field fine-tuning adjustments made during this project, a one-page flyer summarizing measures of effectiveness from Synchro and INRIX kimley-horn.com 2600 N.Central Expressway,Suite 400,Richardson,Texas 75080 214-617-0535 Kimley >>Horn Page 3 Roadway Analytics, and a brief memo documenting additional recommendations (e.g. low-cost modifications that the Client could make to further enhance traffic operations in the project area). Task 1: Southwest Parkway Signal Timing Kimley-Horn will provide the services defined above for the following eleven (11) project intersections on Southwest Parkway: 1. Southwest Parkway&Greenbriar Road 2. Southwest Parkway& Professional Drive 3. Southwest Parkway&Stone Lake 4. Southwest Parkway&Taft Boulevard 5. Southwest Parkway&Maplewood Avenue 6. Southwest Parkway&Kemp Boulevard 7. Southwest Parkway&Rhea Road 8. Southwest Parkway&McNeil Avenue 9. Southwest Parkway&Fairway Boulevard 10. Southwest Parkway&Cypress Avenue 11. Southwest Parkway&Barnett Road Task 2: Kemp Boulevard Signal Timing Kimley-Horn will provide the services defined above for the following twelve (12) project intersections on Kemp Boulevard: 1. Kemp Boulevard &Elliott Street 2. Kemp Boulevard &Sikes Senter 3. Kemp Boulevard &Call Field Road/Midwestern Parkway 4. Kemp Boulevard &Maplewood Avenue 5. Kemp Boulevard &Hampstead Lane 6. Kemp Boulevard &Piedmont Place/Avenue U 7. Kemp Boulevard &Kell East Boulevard 8. Kemp Boulevard &Kell West Boulevard 9. Kemp Boulevard &Avenue K 10. Kemp Boulevard &Avenue H 11. Kemp Boulevard & 10th Street 12. Kemp Boulevard &9th Street Task 3: Lawrence Road Signal Timing Kimley-Horn will provide the services defined above for the following five (5) project intersections on Lawrence Road: 1. Lawrence Road&Call Field Road 2. Lawrence Road&Maplewood Avenue 3. Lawrence Road&Gregory Street 4. Lawrence Road&Kell East Boulevard 5. Lawrence Road&Kell West Boulevard kimley-horn.com 2600 N.Central Expressway,Suite 400, Richardson,Texas 75080 214-617-0535 Kimley>>>Horn Page 4 Task 4: Broad StreetlHolliday Street Signal Timing Kimley-Horn will provide the services defined above for the following sixteen (16) project intersections on Broad Street and Holliday Street: 1. Broad Street&8th Street 2. Broad Street&9th Street 3. Broad Street&10th Street 4. Broad Street&11th Street 5. Broad Street&12th Street 6. Broad Street&13th Street 7. Broad Street&14th Street 8. Broad Street&15th Street 9. Holliday Street&8th Street 10. Holliday Street&9th Street 11. Holliday Street&10th Street 12. Holliday Street&11th Street 13. Holliday Street&12th Street 14. Holliday Street&13th Street 15. Holliday Street&14th Street 16. Holliday Street&15th Street Task 5: Scott Avenue Signal Timing Kimley-Horn will provide the services defined above for the following four(4) project intersections on Scott Avenue: 1. Scott Avenue&6th Street 2. Scott Avenue&7th Street 3. Scott Avenue&8th Street 4. Scott Avenue&9th Street Task 6: Spur 325/Sheppard Access Signal Timing Kimley-Horn will provide the services defined above for the following two (2) project intersections on Spur 325/Sheppard Access: 1. Spur 325/Sheppard Access&Enterprise Street 2. Spur 325/Sheppard Access&Burkburnett Road 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. Additional services we can provide include, but are not limited to,the following • Presentations and/or additional meetings • Development of additional coordinated traffic signal timing plans • Additional intersections • Additional peak or off-peak periods kimley-horn.com 2600 N.Central Expressway,Suite 400, Richardson,Texas 75080 214-617-0535 Kimley>>>Horn Page 5 • Additional special school-related timing, outside of efforts during normal fine-tuning days • Additional in-field fine-tuning efforts Information Provided By Client We 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: • Current traffic signal timing for project intersections,including all parameters needed to develop accurate Synchro simulation models • Information defining phase orientations at each intersection Schedule We will provide our services as expeditiously as practicable with the goal of meeting a mutually agreed upon schedule,to be determined as an initial work phase of the project. Fee and Expenses Kimley-Horn will perform the services in Tasks 1-6 for the total lump sum fee below. Individual task amounts are informational only. All permitting, application,and similar project fees will be paid directly by the Client. Task 1 Southwest Parkway Signal Timing $60,500.00 Task 2 Kemp Boulevard Signal Timing $66,000.00 Task 3 Lawrence Road Signal Timing $27,500.00 Task 4 Broad Street/Holliday Street Signal Timing $88,000.00 Task 5 Scott Avenue Signal Timing $22,000.00 Task 6 Spur 325/Sheppard Access Signal Timing $11,000.00 Total Lump Sum Fee $275,000.00 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 and should include the invoice number and Kimley-Horn project number. Closure In addition to the matters set forth herein, our Agreement shall include and be subject to,and only to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard Provisions,"Kimley-Horn"shall refer to Kimley-Horn and Associates, Inc.,and"Client"shall refer to the City of Wichita Falls. kimley-horn.com 2600 N.Central Expressway,Suite 400, Richardson,Texas 75080 214-617-0535 Kimley>>>Horn Page 6 Kimley-Horn, in an effort to expedite invoices and reduce paper waste,submits invoices via email in a PDF. We can also provide a paper copy via regular mail if requested. Please include the invoice number and Kimley-Horn project number with all payments. Please provide the following information: Please email all invoices to Please copy To proceed with the services, please have an authorized person sign this Agreement below and retum 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. We appreciate the opportunity to provide these services. Please contact me if you have any questions. Sincerely, KIMLEY-HORN AND ASSOCIATES, INC. Signed: 4S, SA0 Xa2� Printed Name: David M. Halloin, P.E., PTOE Title: Practice Leader CITY OF WICHITA FALLS SIGNED: PRINTED NAME: TITLE: DATE: Client's Federal Tax ID: Client's Business License No.: Client's Street Address: Attachment—Standard Provisions kimley-horn.com 2600 N.Central Expressway,Suite 400, Richardson,Texas 75080 214-617-0535 KIMLEY-HORN AND ASSOCIATES,INC. STANDARD PROVISIONS 1) Kimley-Horn's Scope of Services and Additional Services. Kimley-Horn will perform only the services specifically described in this Agreement. If requested by the Client and agreed to by Kimley-Horn, Kimley-Horn will perform Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in writing,the Client shall pay Kimley-Horn for any Additional Services an amount based upon Kimley-Horn's then- current hourly rates plus an amount to cover certain direct expenses including telecommunications, in-house reproduction, postage, supplies, project related computer time,and local mileage. Other direct expenses will be billed at 1.15 times cost. 2) Client's Responsibilities. In addition to other responsibilities herein or imposed by law,the Client shall: a. Designate in writing a person to act as its representative, such person having complete authority to transmit instructions,receive information,and make or interpret the Client's decisions. b. Provide all information and criteria as to the Client's requirements,objectives,and expectations for the project and all standards of development,design,or construction. c. Provide Kimley-Horn all available studies, plans, or other documents pertaining to the project, such as surveys, engineering data,environmental information,etc.,all of which Kimley-Horn may rely upon. d. Arrange for access to the site and other property as required for Kimley-Horn to provide its services. e. Review all documents or reports presented by Kimley-Horn and communicate decisions pertaining thereto within a reasonable time so as not to delay Kimley-Horn. f. Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary. g. Obtain any independent accounting, legal, insurance,cost estimating,and feasibility services required by Client. h. Give prompt written notice to Kimley-Horn whenever the Client becomes aware of any development that affects Kimley-Horn's services or any defect or noncompliance in any aspect of the project. 3) Period of Services. Unless otherwise stated herein, Kimley-Horn will begin work after receipt of a properly executed copy of this Agreement. This Agreement assumes conditions permitting continuous and orderly progress through completion of the services. Times for performance shall be extended as necessary for delays or suspensions due to circumstances that Kimley-Horn does not control.If such delay or suspension extends for more than six months, Kimley-Horn's compensation shall be renegotiated. 4) Method of Payment. Client shall pay Kimley-Horn as follows: a. Invoices will be submitted periodically for services performed and expenses incurred. Payment of each invoice will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held by Kimley-Horn and applied against the final invoice. Interest will be added to accounts not paid within 25 days at the maximum rate allowed by law. If the Client fails to make any payment due under this or any other agreement within 30 days after Kimley-Horn's transmittal of its invoice, Kimley-Horn may, after giving notice to the Client, suspend services and withhold deliverables until all amounts due are paid. b. If the Client relies on payment or proceeds from a third party to pay Kimley-Horn and Client does not pay Kimley- Horn's invoice within 60 days of receipt, Kimley-Horn may communicate directly with such third party to secure payment. c. If the Client objects to an invoice, it must advise Kimley-Horn in writing giving its reasons within 14 days of receipt of the invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and owing. If the Client objects to only a portion of the invoice, payment for all other portions remains due. d. If Kimley-Horn initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such expenses shall include the cost, at Kimley-Horn's normal hourly billing rates, of the time devoted to such proceedings by its employees. e. The Client agrees that the payment to Kimley-Horn is not subject to any contingency or condition. Kimley-Horn may negotiate payment of any check tendered by the Client,even if the words"in full satisfaction"or words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and without prejudicing any right of Kimley-Horn to collect additional amounts from the Client. 5) Use of Documents. All documents and data prepared by Kimley-Horn are related exclusively to the services described in this Agreement and may be used only if the Client has satisfied all of its obligations under this Agreement. They are not intended or represented to be suitable for use or reuse by the Client or others on extensions of this project or on any other project. Any modifications by the Client to any of Kimley-Horn's documents,or any reuse of the documents without written authorization by Kimley-Horn will be at the Client's sole risk and without liability to Kimley-Horn, and the Client shall indemnify, defend and hold Kimley-Horn harmless from all claims, damages, losses and expenses, including but not limited to attorneys'fees, resulting therefrom. Kimley-Horn's electronic files and source code remain the property of Kimley-Horn and shall be provided to the Rev 06/2023 1 Client only if expressly provided for in this Agreement. Any electronic files not containing an electronic seal are provided only for the convenience of the Client and use of them is at the Client's sole risk. In the case of any defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by Kimley-Horn,the hardcopy shall govern. 6) Intellectual Property. Kimley-Horn may use or develop its proprietary software,patents,copyrights,trademarks, trade secrets, and other intellectual property owned by Kimley-Horn or its affiliates(Intellectual Property") in the performance of this Agreement. Unless explicitly agreed to in writing by both parties to the contrary, Kimley-Horn maintains all interest in and ownership of its Intellectual Property and conveys no interest,ownership, license to use, or any other rights in the Intellectual Property to Client. Any enhancements of Intellectual Property made during the performance of this Agreement are solely owned by Kimley-Horn and its affiliates. If Kimley-Horn's services include providing Client with access to or a license for Kimley-Horn's(or its affiliates')proprietary software or technology, Client agrees to the terms of the Software License Agreement set forth at https:/lwww.kimlev- horn.com/khts-software-license-agreement ("the License Agreement") which terms are incorporated herein by reference. 7) Opinions of Cost. Because Kimley-Horn does not control the cost of labor, materials, equipment or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including but not limited to the costs of construction and materials, are made solely based on its judgment as a professional familiar with the industry. Kimley-Horn cannot and does not guarantee that proposals, bids or actual costs will not vary from its opinions of cost. If the Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost estimator. Kimley-Horn's services required to bring costs within any limitation established by the Client will be paid for as Additional Services. 8) Termination. The obligation to provide further services under this Agreement may be terminated by either party upon seven days'written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof,or upon thirty days'written notice for the convenience of the terminating party. Kimley-Horn shall be paid for all services rendered and expenses incurred to the effective date of termination,and other reasonable expenses incurred by Kimley-Horn as a result of such termination. 9) Standard of Care. The standard of care applicable to Kimley-Horn's services will be the degree of care and skill ordinarily exercised by consultants performing the same or similar services in the same locality at the time the services are provided. No warranty, express or implied, is made or intended by Kimley-Horn's performance of services,and it is agreed that Kimley-Horn is not a fiduciary with respect to the Client. 10) LIMITATION OF LIABILITY. IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE PROJECT TO THE CLIENT AND KIMLEY-HORN,THE RISKS ARE ALLOCATED SUCH THAT,TO THE FULLEST EXTENT ALLOWED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT OR THE EXISTENCE OF APPLICABLE INSURANCE COVERAGE,THAT THE TOTAL LIABILITY,IN THE AGGREGATE, OF KIMLEY-HORN AND KIMLEY-HORN'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUBCONSULTANTS TO THE CLIENT OR TO ANYONE CLAIMING BY,THROUGH OR UNDER THE CLIENT, FOR ANY AND ALL CLAIMS, LOSSES,COSTS OR DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES UNDER THIS AGREEMENT FROM ANY CAUSES,INCLUDING BUT NOT LIMITED TO, THE NEGLIGENCE, PROFESSIONAL ERRORS OR OMISSIONS, STRICT LIABILITY OR BREACH OF CONTRACT OR ANY WARRANTY, EXPRESS OR IMPLIED, OF KIMLEY-HORN OR KIMLEY- HORN'S OFFICERS, DIRECTORS, EMPLOYEES,AGENTS,AND SUBCONSULTANTS,SHALL NOT EXCEED TWICE THE TOTAL COMPENSATION RECEIVED BY KIMLEY-HORN UNDER THIS AGREEMENT OR$50,000, WHICHEVER IS GREATER. HIGHER LIMITS OF LIABILITY MAY BE NEGOTIATED FOR ADDITIONAL FEE. THIS SECTION IS INTENDED SOLELY TO LIMIT THE REMEDIES AVAILABLE TO THE CLIENT OR THOSE CLAIMING BY OR THROUGH THE CLIENT,AND NOTHING IN THIS SECTION SHALL REQUIRE THE CLIENT TO INDEMNIFY KIMLEY-HORN. 11) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any consequential,incidental,punitive,or indirect damages including but not limited to loss of income or loss of profits. 12) Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or other consequences due to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and specifications. Kimley-Horn shall have no liability whatsoever for any costs arising out of the Client's decision to obtain bids or proceed with construction before Kimley-Horn has issued final, fully approved plans and specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans are fully approved and all permits obtained. Rev 06/2023 2 13) Certifications. All requests for Kimley-Horn to execute certificates, lender consents,or other third-party reliance letters must be submitted to Kimley-Horn at least 14 days prior to the requested date of execution. Kimley-Horn shall not be required to execute certificates,consents,or third-party reliance letters that are inaccurate,that relate to facts of which Kimley-Horn does not have actual knowledge, or that would cause Kimley-Horn to violate applicable rules of professional responsibility. 14) Dispute Resolution. All claims arising out of this Agreement or its breach shall be submitted first to mediation in accordance with the American Arbitration Association as a condition precedent to litigation. Any mediation or civil action by Client must be commenced within one year of the accrual of the cause of action asserted but in no event later than allowed by applicable statutes. 15) Hazardous Substances and Conditions. Kimley-Horn shall not be a custodian,transporter,handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. Kimley-Horn's services will be limited to analysis, recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal, or remediation. Kimley-Horn will notify the Client of unanticipated hazardous substances or conditions of which Kimley-Horn actually becomes aware. Kimley-Horn may stop affected portions of its services until the hazardous substance or condition is eliminated. 16) Construction Phase Services. a. If Kimley-Horn prepares construction documents and Kimley-Horn is not retained to make periodic site visits,the Client assumes all responsibility for interpretation of the documents and for construction observation,and the Client waives any claims against Kimley-Horn in any way connected thereto. b. Kimley-Horn shall have no responsibility for any contractors means,methods,techniques,equipment choice and usage, equipment maintenance and inspection, sequence, schedule, safety programs, or safety practices, nor shall Kimley-Horn have any authority or responsibility to stop or direct the work of any contractor. Kimley-Horn's visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by Kimley-Horn. Kimley- Horn neither guarantees the performance of contractors,nor assumes responsibility for any contractor's failure to perform its work in accordance with the contract documents. c. Kimley-Horn is not responsible for any duties assigned to it in the construction contract that are not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the contractor shall be solely responsible for job site safety and its means and methods; that the contractor shall indemnify the Client and Kimley-Horn for all claims and liability arising out of job site accidents;and that the Client and Kimley-Horn shall be made additional insureds under the contractor's general liability insurance policy. 17) No Third-Party Beneficiaries;Assignment and Subcontracting. This Agreement gives no rights or benefits to anyone other than the Client and Kimley-Horn, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole benefit of the Client and Kimley-Horn. The Client shall not assign or transfer any rights under or interest in this Agreement,or any claim arising out of the performance of services by Kimley-Horn, without the written consent of Kimley-Horn. Kimley-Horn reserves the right to augment its staff with subconsultants as it deems appropriate due to project logistics, schedules, or market conditions. If Kimley-Horn exercises this right, Kimley-Horn will maintain the agreed-upon billing rates for services identified in the contract, regardless of whether the services are provided by in-house employees,contract employees,or independent subconsultants. 18) Confidentiality. The Client consents to the use and dissemination by Kimley-Horn of photographs of the project and to the use by Kimley-Horn of facts, data and information obtained by Kimley-Horn in the performance of its services. If,however,any facts,data or information are specifically identified in writing by the Client as confidential, Kimley-Horn shall use reasonable care to maintain the confidentiality of that material. 19) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of Texas.This Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous negotiations, representations,agreements,or understandings,whether written or oral. Except as provided in Section 1,this Agreement can be supplemented or amended only by a written document executed by both parties. Any conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly rejected by Kimley-Horn. If Client requires Kimley-Horn to register with or use an online vendor portal for payment or any other purpose, any terms included in the registration or use of the online vendor portal that are inconsistent or in addition to these terms shall be void and shall have no effect on Kimley-Horn or this Agreement. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions.The non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Rev 06/2023 3