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Res 63-2026 HDR Engineering, Inc. for engineering services related to flood mitigation alternatives 06/16/2026 Resolution No. 63-2026 Resolution authorizing the City Manager to execute a Task Order with HDR Engineering, Inc. for engineering services related to flood mitigation alternatives in the amount of$298,700.00 WHEREAS, the City of Wichita Falls owns, operates, and maintains the City's stormwater system; and, WHEREAS, the City of Wichita Falls participates in the National Flood Insurance Program (NFIP) through the Federal Emergency Management Agency (FEMA); and, WHEREAS, the City of Wichita Falls seeks advice on flood mitigation alternatives and potential funding opportunities through federal and state agencies; and, WHEREAS, it is found that engineering services are required to identify feasible flood mitigation alternatives as well as costs and benefits of each alternative. 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 Task Order with HDR Engineering, Inc., in a form as approved by the City Attorney, for engineering services related to flood mitigation alternatives in the amount of $298,700.00. PASSED AND APPROVED this the 16th day of June, 2026. MAYOR ATTEST: /3(41--A4,fr City Clerk Fez June 8, 2026 Mr.Tyson Traw City of Wichita Falls Director of Engineering P.O. Box 1431 Wichita Falls, TX 76307-1431 Re: Flood Mitigation Alternatives Investigation Wichita River—Preliminary Engineering Report(PER) Dear Mr.Traw, As requested, please find the scope and fee below for HDR Engineering, Inc. (HDR)to provide engineering services for the Wichita River Preliminary Engineering Report(PER)task order as part of the City of Wichita Falls(Wichita Falls)Master Short Form Agreement for Professional Services contract executed on January 8, 2026.The PER will include a hydrologic and hydraulic(H&H) analysis to evaluate existing conditions for the project study area and assess up to six(6)proposed flood mitigation alternatives to remove structures from the 100-year floodplain along the Wichita River and Plum Creek in central Wichita Falls(Figure 1).The scope of services(Scope) HDR proposes to complete this project are below. Background The Wichita River is a FEMA designated 100-year(Zone AE)floodplain within an urban area of the City of Wichita Falls.The study area is at the confluence of three rivers:the Wichita River, East Plum Creek,and Holliday Creek.A United States Army Corps of Engineers'(USACE) reservoir was constructed in the 1990s provided flood mitigation for much of Holiday Creek. Currently, much of the urban area in the City of Wichita Falls east of the Wichita Tillman&Jackson Railway(WTJR) is inundated in the 100-year event. Multiple studies have been performed by others on the Wichita River:Assessment of Channel Changes, Models of Historical Floods and Effects of Backwater on Flood Stage,and Flood Mitigation Alternatives for the Wichita River at Wichita Falls, Texas(USGS 2011 study),Reconnaissance Report East Plum Creek Local Flood Protection Project Wichita Falls (USACE 1991), East Plum Creek Drainage Improvement Study(LAN study 2012), and Wichita River Floodplain Model(FNI 2016)with varying levels of feasibility. The PER will re-evaluate feasibility Alternatives 1 and 3 currently proposed in the USGS 2011 study, include a no-impact analysis, and BCA analysis to further investigate implementation feasibility with the objective of removing private and commercial developable properties east of the VVTJR railroad from the 100-year floodplain with no adverse downstream impacts, and positioning the City to pursue funding and grant opportunities.The PER will evaluate the potential to combine the USGS 2011 alternative with the USACE 1991 Plum Creek project, include a no-impact analysis, and a BCA analysis to further investigate feasibility as defined above. hdrinc.com 17111 Preston Road,Suite 300,Dallas,TX 75248-1232 2 (5/2023) Tyson Traw Page 2 of 12 HDR proposes the following scope of work(Scope)for professional services to execute this project. Each task within the scope has been broken into subtasks to differentiate the scope items associated with the H&H model development, schematic level design, and benefit-cost analysis for the proposed improvement alternatives. Deliverable milestones will consist of DRAFT and FINAL submittals. A path to funding proposed construction projects for flood reduction with grant money is the primary goal of the study.The upstream limits of the Study will be the confluence of US 44 and East Plum Creek,the city limits upstream of the Tanglewood Neighborhood on the Wichita River, and the confluence of Holliday Creek and the BNSF rail line.The downstream limits are the city limits and Wichita River. n ,If" . (� ,� , /rill ` �/% C' ��'� !i ' ' �'/ q d&w , rf/7 •Tab v'd §' '�'e 171 t250( i kit g WicI t F ]I 1) I A alp k+.;'>, i • l a 3 ..•. n Lril a -s. • ® LEGEND d s. \ 99 . :It ray Pn.clarY —e Fh1A Flood Zone Zone A \'- Zone AL �w-a-9 AO' 4 -'.. Zone AO 9 s ' Regulatory Flodway es- k { ♦StreamfowGauge_USCS_2011 Figure 1—Project limits Task 01 —Project Management and General Items HDR will provide project coordination and management of HDR staff and resources. HDR will also provide project controls including project initiation, preparing and maintaining a schedule, invoicing and coordination with Wichita Falls. HDR will communicate through a single point of contact which is the designated HDR Project Manager(PM). HDR will provide Wichita Falls with monthly progress reports, and invoices in accordance with the scope for the duration of the project. Invoicing will be based on monthly percent complete for the fixed lump sum amount specified in this scope of work. hdrinc.com 3 (5/2023) Tyson Traw Page 3of12 HDR will administer the scope of work, communicate with the project team,and manage the project to completion within the schedule and budget established. It is anticipated that three(3)external team project design meetings will be required and further meetings or correspondences will be via email or phone calls. TASK 01 ASSUMPTIONS: 1. Three(3) HDR staff will attend the following external team meetings:one(1)Alternatives Workshop with City staff, one(1)City Council Meeting to present alternatives,and one(1) DRAFT PER submittal review meeting. HDR will provide draft meeting minutes to Wichita Falls within three(3)working days following each meeting for approval. TASK 01 DELIVERABLES: 1. Submit monthly progress reports and invoices to Wichita Falls via email. 2. One(1)digital copy of each meeting minutes in Word format to Wichita Falls via email. Task 02—Data Collection The PER Study document, previous planning study information, hydrologic and hydraulic(H&H) models and supporting data provided by Wichita Falls will be used as part of the H&H analysis update for this project. 2.1 GIS Data HDR will gather available on-line GIS digital data which can be downloaded from Wichita Falls, Wichita County Appraisal District(WCAD),and other state and federal agencies that may be more recent than the previously provided data. HDR will digitize and format digital data for use in this study. HDR will investigate other sources of data for home values. 2.2 Site Investigation HDR will perform field reconnaissance to gather project photos,field measurements, and general area knowledge of the channel and structures when additional information is deemed necessary by HDR during the initial review of the acquired digital data. Collected field data(notes, photos,and measurements)will be geo-referenced via GPS enabled device. Record points and photos will be provided in final geodatabase deliverable which can be viewed through the ArcGIS®software. Field notes and photo digital files will be included in the final digital deliverable. 2.3 H&H Models and As-builts HDR will gather available effective/best available H&H models which can be downloaded from City of Wichita Falls. Additionally, HDR will coordinate with Wichita Falls to obtain record drawings and other relevant project data available within the project area. • USGS flow gage data • Federal Emergency Management Agency(FEMA) Region 6 Base Level Engineering Models hdrinc.com 4 (5/2023) Tyson Traw Page 4of12 2.4 Studies and Protect Data Review HDR will review previously completed studies and projects within the project area obtained from Wichita Falls for consideration in this PER study. A data gap assessment will be completed and requests for additional data, if necessary,will be provided to Wichita Falls. Anticipated data to be provided by the city of Wichita Falls are listed below: • FEMA effective model of Wichita River • USGS Model • USGS 2011 Report • FNI Drainage Master Plan • 1991 USACE Plum Creek Study • 2012 LAN Plum Creek Study • 2012 LAN Plum Creek Improvement Construction Plans • FNI 2016 Wichita River Floodplain Model TASK 02 ASSUMPTIONS: 1. Project related data including but not limited to as-built drawings,Wichita Falls field visit records, previous studies,and other previous project supporting data will be provided by the City of Wichita Falls. 2. Up to two(2) HDR staff will perform up to two (2)field visits to collect additional information. 3. Field measurements will be limited to existing drainage infrastructure dimensions readily accessible above ground and drainage pattern observations. 4. Full ground surface topographic survey will not be required for this study as the available 2018 LiDAR data will be used. Available 2018 LiDAR bare earth Digital Elevation Model (DEM)panels and 1-foot contour data is hydro-corrected. TASK 02 DELIVERABLES: 1. One(1)digital copy of field points and photos in geodatabase format. 2. One(1)digital copy of field notes in PDF format. Task 03—Hydrologic and Hydraulic Analysis For this PER study, HDR will use the"best available"hydrologic(HEC-HMS)and hydraulic(HEC- RAS)provided by the City of Wichita Falls. The best available model is the 2016 Wichita River Floodplain Model. The USGS 2011 study uses stream gage data for hydrology data. There has not been a significant rain event recorded at the Wichita Falls USGS gage 07312500 during the post study duration (2012 —2026).The 2016 study was a 1-D steady state model. HDR will use a USGS stream gage analysis to develop peak flows, and a unit hydrograph methodology to create inflow hydrographs for hydrologic data. hdrinc.com 5 (5/2023) Tyson Traw Page 5of12 For this study,the hydraulic models will be updated to the latest available version(HEC-RAS version 7.0).Given the complex nature of the hydraulics in the area,the confluence of East Plum Creek,the Wichita River, and Holliday Creek a 2D model is recommended to account for local watershed timing versus the much larger upstream contributing area and better define overbank storage, a 2D hydraulic analysis approach will be utilized for this study.The 2016 Wichita River model will serve as the basis for most current n-values in the updated modeling. Improvements to be evaluated will include, but not limited to the following structural options: • Increasing the capacity of the bypass channel diverting flow from the Wichita River further downstream(USGS opt 1) • Increasing the Wichita River cross-sectional area to 1986 conditions or better(USGS opt 3) • Channel Improvements to Plum Creek(LAN 2017 Construction Plans) • Online/Off-line Detention Facilities and/or; • Combination of Improvements with Plum Creek Proposed Improvements A downstream impact analysis will be completed for each alternative to identify hydraulic impacts on downstream Wichita River. 3.1 Hydrology Model Development The hydrologic analysis will be developed using available USGS gage data and existing regional models to define boundary conditions for the 2D hydraulic model. Peak flows for the Wichita River will be derived from long-term statistical analysis of the USGS gage at Valley View Drive(station 07312500),which has operated since 1938,while peak flows for Holliday Creek will be obtained from the applicable USGS gage record. Hydrograph shapes will be generated using a standard unit hydrograph or statistical scaling methodology,then scaled to match the computed peak discharges and applied as time-varying boundary conditions in the 2D model. For East Plum Creek, FEMA- established flows at the selected upstream control location will be used(Figure 1). Available Base Level Engineering(BLE) models and Texas Water Development Board(TWDB)2D models will be downloaded and reviewed to extract consistent time series at model boundary locations,which will then be adjusted and scaled to align with the updated peak flow estimates.Given that there has not been a significant flood event since 2011 and no substantial changes in watershed development affecting impervious area within Wichita Falls,the existing hydrologic approach based on statistical analysis of historical gage data will be maintained without modification. The USGS Study uses historical data from specific storm events. Given that • "Best Available"hydrology data is defined as a stream gage analysis on o Wichita River Gage(USGS 07312500) o Holliday Creek(USGS 07312610) o FEMA Region 6 BLE models hdrinc.com 6 (5/2023) Tyson Traw Page 6of12 • Current available hydrology is in the form of peak flows, not hydrographs. HDR is performing a stream gage analysis with a scaled hydrograph as a boundary condition for this Preliminary Engineering Report. Peak flows will be developed for the 10-, 50-,and 100- year events distributed over a 24-hour duration. Available depth-duration-frequency data to develop balanced storm method hyetographs. • East Plum Creek peak flows will be re-evaluated from the City provided LAN models 3.2 Revised Existing Hydraulic Model(1 model scenario) Hydraulic revisions to"best available" hydraulic models(2016 models)will be developed in HEC- RAS using 2D modeling approach methods. Hydraulic modeling limits will extend from the to the upstream limits shown on Figure 1 and the downstream limit of the confluence of the Wichita River with the City limits. It will include the bypass channel on the Wichita River, Holliday creek from the USGS Stream Gage 07312610 to the confluence with the Wichita river, and from the confluence of US Hwy 44 and East Plum Creek to East Plum Creek's confluence with the Wichita River.The revised existing conditions hydraulic model will be developed to establish revised baseline conditions for which the proposed alternative improvements will be compared. Revisions made to the hydraulic model will include: • 1 D model converted to unsteady flow simulation • 2D area mesh and 2D land use data incorporated, with an emphasis on the 2016 n-values in the Wichita River and its overbanks • Culvert and bridge data from the 2016 model • Boundary condition assumptions incorporated Using the historical events developed,the existing condition hydraulic model parameters will be modified to replicate the observed gage stage records at the USGS gages. Model parameter modifications may include but not limited to land use Manning's n-value adjustments, boundary condition placement assumptions, and hydrologic parameter refinements. Post validation, the existing conditions hydraulic model will be executed for the specified storm events. Hydraulic summary output tables will be developed at modeled locations throughout the study area to compare peak flow and water surface elevation to existing conditions and assess downstream impacts. Number of habitable structures within the existing conditions 100-year floodplain will be defined to perform a cost-benefit analysis for each proposed alternative. 3.3 Proposed Alternatives Hydraulic Models(6 model scenario) HDR will modify the revised existing conditions hydraulic model to develop up to six(6)proposed improvement alternatives to meet the desired 100-year design storm and provide no adverse downstream impacts structures. For each alternative, HDR will evaluate flood risk reduction (number of structures and properties removed)for the existing and ultimate development conditions 100-year storm events and downstream impacts along the Wichita River to the downstream limit of the City limits.Alternative concepts to be evaluated are described in more detail under Task 04. hdrinc.com 7 (5/2023) Tyson Traw Page 7of12 Hydraulic summary output tables for each alternative will be developed at modeled locations throughout the study area to compare peak flow and water surface elevation to existing conditions and assess downstream impacts. Number of habitable structures removed from the 100-year floodplain will be identified to determine each alternative benefit. TASK 03 ASSUMPTIONS: 1. City of Wichita Falls Stormwater Design Manual (2024)will be used to assess design feasibility 2. Hydraulic model calibration/validation will not be performed as part of this scope of work. 3. Model development assumptions include a. Model level of detail will be limited to riverine conveyance systems only. Major storm drain trunk systems and other pluvial systems will not be evaluated as part of this study b. Hydraulic land use developed using FEMA BLE models will be assumed as best available and will be verified used aerial imagery and field observations c. The downstream boundary condition 3,000 LF downstream of the confluence of the Wichita River and Holliday Creek will be defined using normal depth assumption d. Inundation mapping will be developed for each specified storm event using the 2018 LiDAR Terrains 4. Available 2018 LiDAR data, previous study and project data,as-built records, and field measurements provide sufficient detail to develop hydraulic models. 5. Provided building planimetric data will be verified using the latest aerial imagery and field observations. TWDB building planimetric data is assumed to be best available. 6. H&H models will be simulated for the 10-,50-, and 100-year events, matching the effective FEMA FIS study for Wichita Falls. 7. Inundation mapping will be a rough approximation created using HEC-RAS RAS Mapper post-processing tools. FEMA standard floodplain mapping for developed hydraulic models will not be created as part of this scope. 8. HDR will perform internal QC of calculations, models, and results prior to submitting calculations, models and results to Wichita Falls for review. TASK 03 DELIVERABLES: 1. One(1)digital copy of Task 03 shapefiles used to develop H&H models and flood reduction impact parcels/structures in geodatabase format. 2. One(1)digital copy of Task 03 calculations in excel format. 3. One(1)digital copy of existing conditions and proposed alternative conditions H&H models and outputs. hdrinc.com 8 (5/2023) Tyson Traw Page 8of12 Task 04—Alternatives Development and Analysis Per coordination with Wichita Falls, initial alternatives to be evaluated are described in more detail below, but are subject to change if necessary,during the study. Following data collection (Task 02) and review of H&H information(Task 03), HDR will host a one(1)hour Alternatives Workshop in person(Task 01)to discuss the potential alternative concepts identified to be evaluated and progressed to the DRAFT PER document. • Alternative 1 —Increase bypass Channel capacity by deepening the diversion channel similar to the suggest mitigation plan USGS Alternative 1. • Alternative 2—Widen aggraded channel banks as described in USGS Alternative 3. Bridge obstructions will not be included. • Alternative 3—LAN Study East Plum Creek improvements • Alternative 4—Proposed combination of Alternatives 1 and 2 • Alternative 5—Proposed Combination of Alternatives 1, 2, and 3 • Alternative 6—Evaluate reduction in n-values on any remaining City owned properties within the overbanks. All of the alternatives will be evaluated for downstream impacts. 4.1 Alternatives Selection Following the Alternatives Workshop,the HDR team will develop up to six(6) proposed alternative preliminary design schematics based on proposed alternatives modeled in Task 03 considering inundation extents identified for existing and proposed conditions, structures and property impact for each proposed alternative, existing right-of-way(ROW)boundaries,and proposed property acquisitions. For each alternative,the HDR team will develop Study Level Opinion of Probable Construction Costs(OPCC's), ROW acquisition needs, summary of impacts to existing utilities, schematic layouts,and proposed typical alternative sections. 4.2 Environmental Assessment HDR will perform an environmental constraints and compliance desktop analysis to review available public information and determine if known resources exist. HDR will consider Nature Based Solutions(NBS)to support grant documentation. Nature based solutions will be limited to 2 of the alternatives and will include Best Management Practices(BMPs)available from the Texas Water Development Board.Water quality NBSs do not hydraulically impact modeling and are therefore not reflected in HEC-RAS. 4.3 Cost/Benefit Analysis A cost/benefit analysis will be completed for each proposed alternative using the available FEMA BCA toolbox and the TWDB BCA toolbox. Project benefits will be calculated based on habitable structures removed from the 100-year inundation extents, applying the associated Wichita County hdrinc.com 9 (5/2023) Tyson Traw Page 9of12 Appraisal District(WCAD) property values.The benefit-cost summary will be a calculated ratio of benefit value per the project construction cost for the 100-year storm event. The HDR team will finalize proposed mitigation alternatives based on comments and recommendations from Wichita Falls following a DRAFT PER workshop. TASK 04 ASSUMPTIONS: 1. Per direction from Wichita Falls, a non-structural buyout program alternative will not be evaluated as part of this study. 2. OPCC estimates will be developed with the Wichita Falls unit prices and TxDOT average bid unit costs. 3. ROW acquisition costs will be determined using the latest WCAD value data,flat rate administration and plat/field notes costs, and a contingency to account for addition acquisition costs. A detailed cost for relocation,appraisal, closing,title insurance and acquisition labor costs will not be developed for this study. 4. The latest available WCAD property value data from the WCAD is sufficient for this cost/benefit analysis unless a suitable alternative is identified during Task 02. 5. Building planimetric data will be used to determine the number of habitable structures removed from flooding for each alternative. Habitable structure will be considered inundated when surrounding 100-year inundation depths exceed a structure finished floor above the maximum elevation surrounding the building planimetric perimeters. This conservative assumption is made given community input on the age of the area of interest and visually observed settlement of structures. 6_ Environmental permitting and constraints will be determined through coordination with Wichita Falls Environmental Department and desktop analysis. 7. HDR will perform internal QC of Alternative design concepts, schematic layouts and typical sections, utility conflict matrix and OPCCs. 8. HDR will perform internal QC of proposed alternative design concepts for H&H benefit, constructability, and minimizing property acquisition prior to submitting to Wichita Falls for review. TASK 04 DELIVERABLES: 1. One(1)digital copy of Alternatives Workshop meeting minutes in word format to Wichita Falls via email. 2. Potential utility conflict summary for up to six(6) proposed alternatives to be included in the PER. 3. OPCC estimates for up to six(6) proposed alternatives to be included in the PER. 4. Schematic Layouts and Typical Sections for up to six(6)proposed alternatives to be included in the PER. hdrinc.com 10 (5/2023) Tyson Traw Page 10 of 12 Task 05—PER Documentation HDR will develop a DRAFT PER to document methodologies, assumptions, H&H results, proposed alternative schematic for up to six(6)design alternatives, and associated exhibits and OPCC's.The PER package will include the following items: • Report narrative summarizing methodology, assumptions, alternative descriptions,and results. • Exhibits including Drainage Area Map, Hydraulic Model Layouts, Inundation Mapping with inundated habitable structures, Schematic Layouts and Typical Sections, Depth Difference Inundation Mapping(comparison to Existing Conditions)for each Alternative. • Cost/benefit analysis methodology, assumptions, and results(number of habitable structures inundated and cost/benefit ratio) • Adverse Impact analysis for each alternative summarizing private parcels and structures removed from 100-year inundation. • Alternative benefits and issues summary(constructability, constraints, unknown risks) • Funding Roadmap on which Grants the City should apply for to assist in construction of the project • Report tables including summary of calculations, OPCC's, H&H output results, and impacts. • Digital files of PER, models, and supporting information. Following the DRAFT PER deliverable, HDR will host a one(1) hour PER Workshop(Task 01)to discuss the details of the DRAFT PER results, including each proposed alternative benefits and potential constraints. HDR will update the PER to incorporate DRAFT PER comment revisions, DRAFT PER Workshop meeting minutes, and alternative results and supporting information to develop the FINAL PER. TASK 05 ASSUMPTIONS: 1. DRAFT PER responses to comments will be submitted to Wichita Falls for approval prior to proceeding with FINAL PER phase. 2. DRAFT PER Workshop will be attended by three(3)HDR staff including the HDR PM, Roadway Lead, and Drainage Lead. 3. HDR will perform internal QC of the PER report and supporting data prior to submitting to Wichita Falls for review. TASK 05 DELIVERABLES: 1. One(1)digital copy of Task 03 H&H models and supporting data including shapefile (geodatabase format), as-builts(PDF),and output data. 2. One(1)digital copy of DRAFT PER in PDF format. 3. One(1)digital copy of DRAFT PER Workshop meeting minutes in word format to Wichita Falls via email. hdrinc.com 11 (5/2023) Tyson Traw Page 11 of 12 4. One(1)digital copy of responses to DRAFT PER comments in PDF format to Wichita Falls via email. 5. One(1)digital copy of FINAL PER in PDF format. Scope of Work Exclusions This PER scope of work does not include the following services: • Geotechnical Data Collection and Analysis • Pavement Analysis/Design • Detailed Topographic Survey • Subsurface Utility Engineering(SUE) • Utility relocation coordination • Traffic Control/Phasing • Environmental Services(It is assumed permit requirements and associated costs will be included within the Wichita Falls provided template and defined based on desktop analysis). • Public Involvement Schedule of Deliverables An estimated schedule based on working days,for the scope of work outline in this proposal is included below. Response to comments will be provided to Wichita Falls within three(3)working days from receipt of comments and included in the next submittal. Work will begin once NTP has been received and it is assumed subsequent tasks will be completed consecutively,with a start date not to occur prior to the previous task submittal date. Deliverable Alternatives Workshop 12 weeks from NTP DRAFT PER 8 weeks from Alternatives Workshop FINAL PER j 4 weeks from DRAFT PER Review Meeting Minutes approval I hdrinc.com 12 (5/2023) Tyson Traw Page 12 of 12 Fee HDR propose to provide these services on a fixed lump sum basis in the total amount of$298,700. A fee summary by task is shown below. In the event Wichita Falls directs HDR to perform services in addition to those stated herein, HDR will provide Wichita Falls with a Supplemental Scope and Fee for approval prior to performing specified additional services. Total Base Services 01-Project Management $32,200 00 02-Data Collection $10,700.00 03-H&H Analysis $103,200.00 04-Alternatives Development $86,000.00 05-PER Documentation $66,600.00 TOTAL J $298,700.00 If you have any further questions or comments please do not hesitate to e-mail emily.daniel@hdrinc.com or call at(972)-732-2055. Sincerely, HDR Engineering,Inc. _Lucas Bathurst, PE Emily Daniel, PE,CFM Vice President Project Manager 13 (5/2023) MASTER SHORT FORM AGREEMENT FOR PROFESSIONAL SERVICES AGREEMENT NUMBER 1 Zhu THIS AGREEMENT is made as of this(day of 'r - §,between City of Wichita Falls,Texas,hereinafter referred to as"OWNER",and HDR Engineering,Inc.,hereinafter referred to as"ENGINEER"or"CONSULTANT," for engineering services as described in this Agreement. WHEREAS,OWNER desires to retain ENGINEER,a professional engineering firm,to provide professional engineering,consulting and related services("Services")on one or more projects in which the OWNER is involved;and WHEREAS,ENGINEER desires to provide such services on such projects as may be agreed, from time to time,by the parties; NOW,THEREFORE,in consideration of the mutual covenants contained herein,the parties agree as follows: SECTION I.PROJECT TASK ORDER 1.1 This Agreement shall apply to as many projects as OWNER and ENGINEER agree will be performed under the terms and conditions of this Agreement.Each project ENGINEER performs for OWNER hereunder shall be designated by a "Task Order."A sample Task Order is attached to this Agreement and marked as Exhibit"A".No Task Order shall be binding or enforceable unless and until it has been properly executed by both OWNER and ENGINEER.Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 Depending on the location of a project in a given Task Order,it may be necessary for HDR Engineering,Inc.to utilize a different operating company,which is an affiliated,associated or related company to HDR Engineering,Inc.,for compliance with professional licensure laws and requirements("Authorized Entity").In the event an Authorized Entity is required to be used,said Authorized Entity shall execute the Task Order,which shall create a two-party agreement exclusively between Owner and the Authorized Entity as it relates to the services performed under the Task Order. 1.3 In resolving potential conflicts between this Agreement and the Task Order pertaining to a specific project,the terms of this Agreement shall control. 1.4 ENGINEER will provide the Scope of Services as set forth in Part 2 of each Task Order. 1 (5/2023) 14 (5/2023) SECTION II.RESPONSIBILITIES OF OWNER In addition to the responsibilities described in paragraph 6 of the attached"HDR Engineering,Inc.Terms and Conditions for Professional Services,"OWNER shall have the responsibilities described in Part 3 of each Task Order. SECTION III. COMPENSATION Compensation for ENGINEER's Services shall be in accordance with Part 5 of each Task Order,and in accordance with paragraph 11 of the attached HDR Engineering,Inc. Terms and Conditions. SECTION IV.TERMS AND CONDITIONS OF ENGINEERING SERVICES The HDR Engineering, Inc.Terms and Conditions,which are attached hereto in Exhibit B,are incorporated into this Agreement by this reference as if fully set forth herein. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first written above. City of Wichita Falls,Texas "OWNER" BY: ,4 d1n. NAME: Jeffery Jenkins TITLE: City Manager ADDRESS: 705 8t St Wichita Falls,TX 76301 HDR ENGINEERING,INC. "ENGINEER" BY: NAME: Lucas Bathurst,P.E. TITLE: Vice President ADDRESS: 600 West Sixth Street Suite 200 Fort Worth,Texas,76102 TBPE Firm Registration F-754 2 (5/2023) 15 (5/2023) EXHIBIT A TASK ORDER This Task Order pertains to an Agreement by and between ("OWNER"),and HDR Engineering,Inc.("ENGINEER"),dated 20_,("the Agreement").Engineer shall perform services on the project described below as provided herein and in the Agreement.This Task Order lhall not be binding until it has been properly signed by both parties.Upon execution,this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NUMBER: PROJECT NAME: r PART 1.0 PROJECT DESCRIPTION: PART 2.0 SCOPE OF SERVICES TO BE PERFORMED BY ENGINEER ON THE PROJECT: ( —� PART 3.0 OWNER'S RESP€NSIBILITIES: PART 4.0 PERIODS OF SERVICE: aloft PART 5.0 ENGINEER'S FEE: ..� PART 6.0 QTHER: 4 1 This Task Order is executed this , day of ,20_ _I HDR ENGINEERING,INC. "OWNER"- ` "ENGINEER" BY: BY: NAME: NAME: TITLE: TITLE: ADDRESS: ADDRESS: 3 (512023) 16 (5/2023) EXHIBIT B TERMS AND CONDITIONS HDR Engineering,Inc.Terms and Conditions for Professional Services 1. STANDARD OF PERFORMANCE The standard of care for a'I professional engineering,consulting and related services performed or furnished by ENGINEER and its employees under th s Agreement will be the care and skill ordinarily used by members of ENGINEER's profess;on practicing under the same or similar circumstances at the same time and in the same locality.ENGINEER makes no warranties,express or implied,under this Agreement or otherwise,in connection with ENGINEER's services. 2. INSURANCEIINDEM NITY ENGINEER agrees to procure and maintain,at its expense,Workers'Compensation insurance as required by statute; Employers Liability of$250,000;Automobile Liability insurance of$1,000,000 combined single limit for bodily injury and property damage covering all vehicles,including hired vehicles,owned and non-owned vehicles;Commercial General Lrabi ily'nsurance of$1,000,000 combined single limit for personal injury and property damage;and Professional Liability insurance of$1 000.000 per claim for protection against claims arising out of the performance of services under this Agreement caused by negligent acts,errors,or omissions for which ENGINEER is legally liable. If flying an Unmanned Aerial System(UAS or drone),ENGINEER will procure and maintain aircraft unmanned aerial systems insurance of$1,000,000 per occurrence.OWNER shall be made an additional insured on Commercial General and Automobile Lability insurance policies and certificates of insurance will be furnished to the OWNER.ENGINEER agrees to indemnify OWNER for third party personal injury and property damage claims to the extent caused by ENGINEER's negligent acts,errors or omissions.However neither Party to this Agreement shall be liable to the other Party for any special,incidental,indirect or consequential damages(including but not limited to loss of use or opportunity;loss of good will;cost of substitute facilities,goods,or services;cost of capital;and/or fines or penalties),loss of profits or revenue arising out of.resulting from,or in any way related to the Project or the Agreement from any cause or causes, including but not limited to any such damages caused by the negligence,errors or omissions,strict liability or breach of contract.The employees of both parties are intended third party beneficiaries of this waiver of consequential damages. 3. OPINIONS OF PROBABLE COST Any opinions of probable project cost or probable construction cost provided by ENGINEER are made on the basis of information available to ENGINEER and on the basis of ENGINEER's experience and qualifications,and represents its judgment as an experienced and qualified professional engineer.However,since ENGINEER has no control over the cost of labor,materials,equipment or services furnished by others,or over the contractor(s')methods of determining prices,or over competitive bidding or market conditions,ENGINEER does not guarantee that proposals,bids or actual project or construction cost will not vary from opinions of probable cost ENGINEER prepares. 4. CONSTRUCTION PROCEDURES ENGINEER's observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents.ENGINEER shall not control or have charge of,and shall not be responsible for,construction means,methods,techniques,sequences, procedures of construction,health or safety programs or precautions connected with the work and shall not manage, supervise,control or have charge of construction.ENGINEER shall not be responsible for the acts or omissions of the contractor or other parties on the project.ENGINEER shall be entitled to review all construction contract documents and to require that no provisions extend the duties or liabilities of ENGINEER beyond those set forth in this Agreement. OWNER agrees to include ENGINEER as an indemnified party in OWNER's construction contracts for the work,which shall protect ENGINEER to the same degree as OWNER.Further,OWNER agrees that ENGINEER shall be listed as an additional insured under the construction contractor's liability insurance policies. 5. CONTROLLING LAW This Agreement is to be governed by the law of the state where ENGINEER'S services are performed.The venue will be Wichita County,Texas. 6. SERVICES AND INFORMATION OWNER will provide all criteria and information pertaining to OWNER's requirements for the project,including design objectives and constraints,space,capacity and performance requirements,flexibility and expandability,and any budgetary limitations.OWNER will also provide copies of any OWNER-furnished Standard Details,Standard Specifications,or Standard Bidding Documents which are to be incorporated into the project. OWNER will furnish the services of soils/geotechnical engineers or other consultants that include reports and appropriate professional recommendations when such services are deemed necessary by ENGINEER.The OWNER agrees to bear full responsibility for the technical accuracy and content of OWNER-furnished documents and services. In performing professional engineering and related services hereunder,it is understood by OWNER that ENGINEER is not engaged in rendering any type of legal,insurance or accounting services,opinions or advice.Further,it is the OWNER's sole responsibility to obtain the advice of an attorney.insurance counselor or accountant to protect the 4 (5/2023) 17 (5/2(Y3) OWNER's legal and financial interests.To that end,the OWNER agrees that OWNER or the OWNER's representative will examine all studies,reports,sketches,drawings,specifications,proposals and other documents,opinions or advice prepared or provided by ENGINEER,and will obtain the advice of an attorney,insurance counselor or other consultant as the OWNER deems necessary to protect the OWNER's interests before OWNER takes action or forebears to take action based upon or relying upon the services provided by ENGINEER. 7. SUCCESSORS,ASSIGNS AND BENEFICIARIES OWNER and ENGINEER,respectively,bind themselves,their partners,successors,assigns,and legal representatives to the covenants of this Agreement.Neither OWNER nor ENGINEER will assign,sublet,or transfer any interest in this Agreement or claims arising therefrom without the written consent of the other.No third party beneficiaries are intended under this Agreement. 8. RE-USE OF DOCUMENTS All documents,including all reports,drawings,specifications,computer software or other items prepared or furnished by ENGINEER pursuant to this Agreement,are instruments of service with respect to the project.ENGINEER retains ownership of all such documents.OWNER may retain copies of the documents for its information and reference in connection with the project;however,none of the documents are intended or represented to be suitable for reuse by OWNER or others on extensions of the project or on any other project.Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER,and OWNER will defend,indemnify and hold harmless ENGINEER from all claims,damages, losses and expenses,including attorney's fees,arising or resulting therefrom.Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 9. TERMINATION OF AGREEMENT OWNER or ENGINEER may terminate the Agreement,in whole or in part,by giving seven(7)days written notice to the other party.Where the method of payment is"lump sum,"or cost reimbursement,the final invoice will include all services and expenses associated with the project up to the effective date of termination.An equitable adjustment shall also be made to provide for termination settlement costs ENGINEER incurs as a result of commitments that had become firm before termination,and for a reasonable profit for services performed. 10. SEVERABILr1Y If any provision of this agreement is held invalid or unenforceable,the remaining provisions shall be valid and binding upon the parties.One or more waivers by either party of any provision,term or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision,term or condition. 11. INVOICES ENGINEER will submit monthly invoices for services rendered and OWNER will make payments to ENGINEER within thirty(30)days of OWNER's receipt of ENGINEER's invoice. ENGINEER will retain receipts for reimbursable expenses in general accordance with Internal Revenue Service rules pertaining to the support of expenditures for income tax purposes.Receipts will be available for inspection by OWNER's auditors upon request. If OWNER disputes any items in ENGINEER's invoice for any reason,including the lack of supporting documentation, OWNER may temporarily delete the disputed item and pay the remaining amount of the invoice.OWNER w II promptly notify ENGINEER of the dispute and request clarification and/or correction.After any dispute has been settled, ENGINEER will include the disputed item on a subsequent,regularly scheduled invoice,or on a special invoice for the disputed item only. OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER.ENGINEER retains the right to assess OWNER interest at the rate of one percent(1%)per month,but not to exceed the maximum rate allowed by law,on invoices which are not paid within thirty(30)days from the date OWNER receives ENGINEER's invoice.In the event undisputed portions of ENGINEER's invoices are not paid when due,ENGINEER also reserves the right after seven(7)days prior written notice,to suspend the performance of its services under this Agreement until all past due amounts have been paid in full. 12. CHANGES The parties agree that no change or modification to this Agreement,or any attachments hereto,shall have any force or effect unless the change is reduced to writing,dated,and made part of this Agreement.The execution of the change shall be authorized and signed in the same manner as this Agreement.Adjustments in the period of services and in compensation shall be in accordance with applicable paragraphs and sections of this Agreement.Any proposed fees by ENGINEER are estimates to perform the services required to complete the project as ENGINEER understands it to be defined. For those projects involving conceptual or process development services,activities often are not fully definable in the initial planning.In any event,as the project progresses,the facts developed may dictate a change in the services to be performed,which may alter the scope.ENGINEER will inform OWNER of such situations so that changes in scope and adjustments to the time of performance and compensation can be made as required.If such change,additional services,or suspension of services results in an increase or decrease in the cost of or time required for performance of the services,an equitable adjustment shall be made,and the Agreement modified accordingly. 13. CONTROLLING AGREEMENT These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal,contract,purchase order,requisition,notice-to-proceed,or like document. 5 (5/2023) 18 (5/2(Y3) 14. EQUAL EMPLOYMENT AND NONDISCRIMINATION In connection with the services under this Agreement,ENGINEER agrees to comply with the applicable provisions of federal and state Equal Employment Opportunity for individuals based on color,religion,sex,or national origin,or disabled veteran,recently separated veteran,other protected veteran and armed forces service medal veteran status disabilities under provisions of executive order 11246,and other employment,statutes and regulations,as stated in Title 41 Part 60 of the Code of Federal Regulations§60-1.4(a-f),§60-300.5(a-e),§60-741(a-e). 15. HAZARDOUS MATERIALS OWNER represents to ENGINEER that,to the best of its knowledge,no hazardous materials are present at the project site.However,in the event hazardous materials are known to be present,OWNER represents that to the best of its knowledge it has disclosed to ENGINEER the existence of all such hazardous materials,including but not limited to asbestos,PCB's,petroleum,hazardous waste,or radioactive material located at or near the project site, including type,quantity and location of such hazardous materials.It is acknowledged by both parties that ENGINEER's scope of services do not include services related in any way to hazardous materials.In the event ENGINEER or any other party encounters undisclosed hazardous materials,ENGINEER shall have the obligation to notify OWNER and,to the extent required by law or regulation,the appropriate governmental officials,and ENGINEER may,at its option and without liability for delay,consequential or any other damages to OWNER, suspend performance of services on that portion of the project affected by hazardous materials until OWNER.(i) retains appropriate specialist consultant(s)or contractor(s)to identify and,as appropriate,abate,remediate,or remove the hazardous materials;and(ii)warrants that the project site is in full compliance with all applicable laws and regulations.OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and shall not be required to become an"arranger,""operator,""generator,'or"transporter of hazardous materials,as defined in the Comprehensive Environmental Response,Compensation,and Liability Act of 1990(CERCLA),which are or may be encountered at or near the project site in connection with ENGINEER's services under this Agreement.If ENGINEER's services hereunder cannot be performed because of the existence of hazardous materials,ENGINEER shall be entitled to terminate this Agreement for cause on 30 days written notice. To the fullest extent permitted by law,OWNER shall indemnify and hold harmless ENGINEER,its officers,directors, partners,employees,and subconsultants from and against all costs,losses,and damages(including but not limited to all fees and charges of engineers,architects,attorneys,and other professionals,and all court or arbitration or other dispute resolution costs)caused by,arising out of or resulting from hazardous materials,provided that(i)any such cost,loss,or damage is attributable to bodily injury,sickness,disease,or death,or injury to or destruction of tangible property(other than completed Work),including the loss of use resulting therefrom,and(ii)nothing in this paragraph shall obligate OWNER to indemnify any individual or entity from and against the consequences of that individual's or entity's sole negligence or willful misconduct. 16. EXECUTION This Agreement,including the exhibits and schedules made part hereof,constitute the entire Agreement between ENGINEER and OWNER,supersedes and controls over all prior written or oral understandings.This Agreement may be amended,supplemented or modified only by a written instrument duly executed by the parties. 17. ALLOCATION OF RISK OWNER AND ENGINEER HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING ENGINEER'S FEE RELATIVE TO THE RISKS ASSUMED,AND AGREE TO ALLOCATE CERTAIN OF THE RISKS,SO,TO THE FULLEST EXTENT PERMITTED BY LAW,THE TOTAL AGGREGATE LIABILITY OF ENGINEER(AND ITS RELATED CORPORATIONS,SUBCONSULTANTS AND EMPLOYEES)TO OWNER AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE LESSER OF 61,000,000 OR ITS FEE,FOR ANY AND ALL INJURIES,DAMAGES,CLAIMS,LOSSES,OR EXPENSES(INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF ENGINEER'S SERVICES OR THIS AGREEMENT REGARDLESS OF CAUSE(S)OR THE THEORY OF LIABILITY,INCLUDING NEGLIGENCE,INDEMNITY,OR OTHER RECOVERY.ENGINEER'S AND SUBCONSULTANTS'EMPLOYEES ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS ALLOCATION OF RISK. 18. LITIGATION SUPPORT In the event ENGINEER is required to respond to a subpoena,government inquiry or other legal process related to the services in connection with a legal or dispute resolution proceeding to which ENGINEER is not a party,OWNER shall reimburse ENGINEER for reasonable costs in responding and compensate ENGINEER at its then standard rates for reasonable t me incurred in gathering information and documents and attending depositions,hearings,and trial. 19. NO THIRD PARTY BENEFICIARIES Except as otherwise provided in this Agreement.no third party beneficiaries are intended under this Agreement.In the event a reliance letter or certification is required under the scope of services,the parties agree to use a form that is mutually acceptable to both parties. 20.UTILITY LOCATION If underground sampling/testing is to be performed, a local utility locating service shall be contacted to make arrangements for all utilities to determine the location of underground utilities. In addition, OWNER shall notify ENGINEER of the presence and location of any underground utilities located on the OWNER's property which are not the responsibility of pnvate/public utilities.ENGINEER shall take reasonable precautions to avoid damaging underground utilities that are property marked. The OWNER agrees to waive any claim against ENGINEER and will indemnify and hold ENGINEER harmless from any claim of liability,injury or loss caused by or allegedly caused by ENGINEER's 6 (5/2023) 19 (5/2(Y3) damaging of underground utilities that are not propery marked or are not called to ENGINEER's attention prior to beginning the underground sampling/testing. 21.UNMANNED AERIAL SYSTEMS If operating UAS.ENGINEER will obtain all permits or exemptions required by law to operate any UAS included in the services.ENGINEER's operators have completed the training,certifications and licensure as required by the applicable Jurisdiction in whch the UAS will be operated.OWNER will obtain any necessary permissions for ENGINEER to operate over private property,and assist,as necessary,with ail other necessary permissions for operations. 22.OPERATIONAL TECHNOLOGY SYSTEMS OWNER agrees that the effectiveness of operational technology systems and features designed, recommended or assessed by ENGINEER (collectively "OT Systems") are dependent upon OWNER's continued operation and maintenance of the OT Systems in accordance with all standards,best practices,laws,and regulations that govem the operation and maintenance of the OT Systems.OWNER shall be solely responsible for operating and maintaining the OT Systems in accordance with applicable laws,regulations,and industry standards(e.g. ISA, NIST, etc.)and best practices,which generally include but are not limited to, cyber security policies and procedures, documentation and training requ cements, continuous monitoring of assets for tampering and intrusion, periodic evaluation for asset vulnerabilities. implementation and update of appropnate technical,physical,and operational standards, and offline testing of all software/firmware patches/updates prior to placing updates into production. Additionally, OWNER recognizes and agrees that OT Systems are subject to internal and external breach,compromise,and similar incidents. Security features designed, recommended or assessed by ENGINEER are intended to reduce the likelihood that OT Systems will be compromised by such incidents.However,ENGINEER does not guarantee that OWNER's OT Systems are mpenetrable and OWNER agrees to waive any claims against ENGINEER resulting from any such incidents that relate to or affect OWNER's OT Systems 23.FORCE MAJEURE ENGINEER shall not be responsible for delays caused by factors beyond ENGINEER's reasonable control,including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, government ordered industry shutdowns,power or server outages,,acts of nature,widespread infectious disease outbreaks(including,but not limited to epidemics and pandemics),failure of any governmental or other regulatory authority to act in a timely manner,failure of the OWNER to fumsh timely information or approve or disapprove of ENGINEER's services or work product,or delays caused by faulty performance by the OWNER s or by contractors of any level or any other events or circumstances not within the reasonable control of the party affected,whether similar or dissimilar to any of the foregoing.When such delays beyond ENGINEERS reasonable control occur, the OWNER agrees that ENGINEER shall not be responsible for damages nor shall ENGINEER be deemed in default of this Agreement,and the parties will negotiate an equitable adjustment to ENGINEER's schedule and/or compensation if impacted by the force majeure event or condition. 24.EMPLOYEE IMMUNITY The parties to this Agreement acknowledge that an individual employee or agent may not be held individually liable for negligence with regard to services provided under this Agreement.To the maximum extent permitted by law,the parties intend i)that this limitation on the liability of employees and agents shall include directors,officers,employees,agents and representatives of each party and of any entity for whom a party is legally responsible,and ii)that any such employee or agent identified by name in this Agreement shall not be deemed a party.Specifically,in the event that ail or a portion of the services is performed in the State of Florida,the following provision shall be applicable: THE PARTIES ACKNOWLEDGE THAT PURSUANT TO APPLICABLE FLORIDA STATUTES AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE WITH REGARD TO SERVICES PROVIDED UNDER THIS AGREEMENT.To the maximum extent permitted by law,the Parties intend i)that this limitation on the liability of employees and agents shall include directors, officers, employees, agents and representatives of each Party and of any entity for whom a Party is legally responsible,and ii)that any such employee or agent identified by name in this Agreement shall not be deemed a Party.The Parties further acknowledge that the Florida statutes referred to above incude but are not limited to: §558.0035(1)(a).(e);§471.023(3)(an engineer is personally liable for negligence except as provided in § 558.0035); §472.021(3) (surveyor and mapper); §481.219(11)(architect and interior designer);§481.319(6)(landscape architect);and§492.111(4)(geologist). 25.CONTRACTUAL DAMAGES LIMITATION OWNER is not liable for consequential damages, exemplary damages, or damages for unabsorbed home office overhead. 26.GOVERNMENTAL FUNCTION All parties agree that this contract is one that pertains solely to a governmental function taken by or on behalf of the OWNER.All parties expressly agree that the OWNER is not engaging in any proprietary functions. 27.ATTORNEYS FEES If any action at law or in equity is necessary to enforce this agreement,each party agrees to pay its own attorneys' fees and will not seek to recover its own attorneys'fees from the other party.All parties understand that Texas Local Government Code subtitle C,§271.153(a)(3)provides that the total amount of money awarded in an adjudication brought against a governmental entity for breach of a contract includes attorneys'fees.All parties expressly waive all statutory and other rights to recover attorneys'fees in§271.153(a)(3)and all other law.Further,all parties under that Texas Government Code subtitle F, § 2251.043, also known at the Texas Prompt Payment Act, provides that reasonable attorney fees of the prevailing party in an award to collect an invoice payment or interest due. All parties expressly waive all statutory and other rights to recover attorneys'fees in§2251.043. 7 (512023) 20 (5/2(Y3)