2-Sample Contract Form Engineering.pdf

THIS IS A SAMPLE CONTRACT FORM ONLY. THE ACTUAL CONTRACT MAY OR MAY NOT

CONTAIN THE PROVISIONS HEREIN, DEPENDING ON THE SCOPE OF SERVICES.

Company Name – Project Name

Engineering Services Contract

Rev. 08/2025

Resolution No. __-_________

Contract No. __________________

STATE OF TEXAS §

COUNTY OF DALLAS §

ENGINEERING SERVICES CONTRACT

THIS CONTRACT, by and between the CITY OF DALLAS, a municipal corporation, located in Dallas County, Texas, (“City”) and __________________, a corporation authorized to conduct business in the State of Texas, with offices located at

(“Engineer”), evidences the following:

WHEREAS, City desires the professional engineering services of Engineer for

______________________________, in the City and County of Dallas, Texas, hereinafter called

“Project”, and

WHEREAS, Engineer is qualified and capable of performing the professional engineering services proposed herein for this Project and is willing to enter into this Contract with City to perform said services;

NOW, THEREFORE, the parties in consideration of the terms and conditions contained herein agree as follows:

1. EMPLOYMENT OF THE ENGINEER

Engineer agrees to perform professional engineering services in connection with the

Project as set forth in this Contract and City agrees to pay, and Engineer agrees to accept, fees as set forth in the following Sections as full and final compensation for all services provided under this Contract.

2. CONTRACT ADMINISTRATION

This Contract shall be administered on behalf of City by its Director of __________, or the

Director’s designated representatives (“Director”); and on behalf of Engineer by its duly authorized officials.

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3. ENGINEER’S SERVICES

A. Engineer agrees to perform the services of ________ for the Project in accordance with the following:

(i) City's Scope of Work and Design Specifications for the Services (the

“Specifications”), attached hereto collectively as Exhibit A; and

(ii) Engineer's Proposal, attached as Exhibit B.

B. All of the documents referred to in Subsection A of this Section 3 are incorporated by reference and made a part of this Contract for all purposes as though each were written word for word in this Contract; provided, however, that in case of a conflict in the language of the

Specifications, the Proposal and this Contract, the terms and conditions of this Contract shall control and are final and binding on both parties, and the Specifications shall control where they conflict with the Proposal. Engineer and City further agree that should any dispute or questions arise respecting the true construction or meaning of any of these documents, the true meaning shall be decided by City and such decision shall be binding and conclusive upon Engineer.

C. The fixed limit of the total construction budget for the Project is $________. This amount is established as a condition of this Contract, and shall provide the basis for

Engineer's design decisions. Engineer, in consultation with City, shall determine what materials, equipment, component systems and types of construction are to be included in the plans and specifications, and will make reasonable adjustments in the scope of the Project to bring it within the total construction budget. With the prior approval of City, Engineer may also include in the plans and specifications alternate bids to adjust the construction cost to the total construction budget. If the lowest responsible bid is within the fixed limit of the total construction budget for the Project, or the Engineer’s latest detailed estimate of probable construction cost is still less than the fixed limit of the total construction budget, established as a condition of this Contract, City shall pay the Engineer the fees for basic services in accordance with this Contract.

D. If the lowest responsible bid exceeds its portion of the fixed limit of the total construction budget for the Project, and as a result thereof, or for other reasons, the latest estimate of probable construction cost exceeds the fixed limit of the total construction budget for the Project, established as a condition of this Contract, City at its option may either: (1) give written approval of an increase in the fixed limit, with no obligation to increase Engineer's fee, (2) authorize rebidding within a reasonable time, or (3) cooperate in revising the Project scope and quality as required to reduce the probable construction cost to the fixed limit of the total construction budget.

In the case of (3), Engineer, without additional charge, shall immediately modify the plans and specifications as necessary to bring the Project cost within the total construction budget, or within any higher fixed limit subsequently authorized by City. The providing of this service shall be the limit of Engineer's responsibility in this regard, and having done so, Engineer shall be entitled to its fees in accordance with this Contract.

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4. PAYMENT FOR SERVICES

A. Total payment for services described in Paragraph 3 for the Project shall be a (lump) sum not to exceed ___________AND 00/100 DOLLARS ($_____________), subject to appropriations, which amount consists of payment for Basic Engineering Services in the not-to-exceed amount of $______, plus payment for Special Services in a not-to-exceed amount of

$______, and an allowance for Reimbursable Expenses in the not-to-exceed amount of

$_________, all in accordance with Exhibit B.

B. Engineer shall submit monthly statements for services rendered, based upon percentage of completion of the work. City shall make prompt monthly payments in the amount shown by the Engineer’s approved monthly statements and other documentation submitted. No interest shall ever be due on late payments caused by any good faith claim or dispute in connection with this Contract or that City has a right or obligation to withhold under this Contract or state law.

Progress payments under this Contract for the work shall be up to but shall not exceed 95% of the total amount stated in Paragraph 4.A. Within thirty (30) days after final completion and acceptance by the Director of all Engineer’s services under this Contract, final payment of the balance shall be made.

C. Nothing contained in this section shall require City to pay for any work which is unsatisfactory as determined by the Director, or which is not submitted in compliance with the terms of this Contract. City shall not be required to make any payments to Engineer when the

Engineer is in default under this Contract, nor shall this paragraph constitute a waiver of any right, at law or in equity, which City may have if the Engineer is in default, including the right to bring legal action for damages or for specific performance of this Contract. Waiver of any default under this Contract shall not be deemed a waiver of any subsequent default.

5. OFFSET

City may, at its option, offset any amounts due and payable under this Contract against any debt (including taxes) lawfully due to City from Engineer, regardless of whether the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court.

6. OWNERSHIP OF DOCUMENTS

All information and other data given to, prepared, or assembled by Engineer under this

Contract, and other related items, shall become the sole property of City and shall be delivered to

City, without restriction on future use. Engineer may make copies of any and all documents and items for its files and use. Engineer shall have no liability for changes made to or use of the drawings, specifications, and other documents by City or by other engineers subsequent to the completion of the Project. City shall require that any such change or other use shall be sealed by the Engineer making that change or use and shall be appropriately marked to reflect what was changed or modified. By execution of this Contract and in consideration of the fee for services to be paid under the Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common

Rev. 08/2025 law copyrights and all other intellectual property rights acknowledged by law in the project designs and other project deliverables developed under this Contract.

7. COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 469,

ELIMINATION OF ARCHITECTURAL BARRIERS

A. In accordance with Texas Government Code Chapter 469 – Elimination of

Architectural Barriers, as amended, Engineer shall submit copies of all design development documents to the Texas Department of Licensing and Regulation (TDLR) in Austin, Texas for approval prior to their submission to City for projects where the construction budget for the pedestrian elements is $50,000 or greater.

B. The plans shall be submitted to the TDLR within the time period specified in

Section 469.102(b).

C. Engineer shall submit proof of the submission to the TDLR at the time the plans are submitted to the City.

D. Upon completion of the Project, Engineer shall arrange for the inspection of the facility for compliance with the Act.

E. Engineer shall be liable for any fines assessed to the City due to Engineer’s failure to arrange for the final inspection.

8. SERVICES BY CITY

City shall provide the following services under this Contract:

A. Provide available criteria and information to the Engineer as to City’s requirements for the Project.

B. Provide sample drawings to use as guidelines.

C. Provide all available drawings, maps, and notes relating to the existing facilities within the limits of the Project.

9. COMPLETION SCHEDULE

The provisions of this Paragraph have been agreed to in anticipation of the orderly and continuous progress of the Project. Time is of the essence under this Contract. However, neither

Engineer nor City shall be held responsible for delays caused by circumstances beyond their respective control. In such event, notice of delay must be timely given and reasonable efforts undertaken to mitigate effects.

A submission that falls due on Saturday, Sunday or official City holiday shall become due on the next City working day.

Rev. 08/2025

The services furnished by Engineer under this Contract will be [deemed completed upon satisfactory completion of all work hereunder described in Exhibit B] [completed within ____ days/weeks from the date specified in the Director’s written notice to proceed, in accordance with the schedule described in Exhibit B], attached to and made a part of this Contract, unless an extension of time, based upon good reasons presented by Engineer, is approved by the Director.

10. COMMENCEMENT OF SERVICES

No work shall be done under this Contract until the Engineer is instructed in writing to proceed.

11. TERMINATION OF CONTRACT

The Director may indefinitely suspend further work under this Contract, or may terminate this Contract or any phase of this Contract for failure to appropriate funds, cause or convenience of the City, upon thirty (30) days prior written notice to Engineer with the understanding that upon the receipt of such notice all work and labor being performed under this Contract shall cease immediately. Before the end of the thirty (30) day period, Engineer shall invoice City for all work accomplished by him prior to the date of termination. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of City upon termination of the Contract, and shall be promptly delivered to City in a reasonably organized form without restriction on future use except as stated in Paragraph 6. Should

City subsequently contract with a new engineer for continuation of services on the Project, Engineer shall cooperate in providing information.

12. RESPONSIBILITY FOR CLAIMS AND LIABILITIES

Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Engineer, its officers, agents, employees, associates, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect in the design, or other work prepared by Engineer, its officers, agents, employees, associates, and subconsultants.

13. EQUAL EMPLOYMENT OPPORTUNITY/NONDISCRIMINATION

As a condition of this Contract, Engineer covenants that it will take all necessary actions to ensure that, in connection with any operations under this Contract, the Contractor, its officers, employees and subcontractors, will not engage in discrimination in violation of applicable law.

The Engineer shall not discriminate against any employee or applicant for employment because of race, age, color, national origin, religion, marital status, sex, sexual orientation, military or veteran status, genetic characteristics, political opinions or affiliations, genetic characteristics, or disability unrelated to job performance. The Engineer shall ensure that applicants are employed and that employees are treated during their employment without regard to their race, age, color, national origin, religion, sex, sexual orientation, military or veteran status, genetic characteristics, or disability unrelated to job performance. This action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising;

Rev. 08/2025 layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship. The Engineer shall also comply with all applicable requirements of the

Americans with Disabilities Act, 42 U.S.C.A. §§12301-12233, as amended.

A. In this regard, the Engineer shall keep, retain and safeguard all records relating to this

Contract or work performed hereunder for a minimum period of three (3) years from the expiration or termination of this Contract, with full reasonable access allowed to authorized liaisons of City, upon reasonable written request, for purposes of evaluating compliance with this and other provisions of the Contract. The Engineer agrees to post in conspicuous places a notice, available to employees and applicants, setting forth the provisions of this non-discrimination clause.

B. The Engineer shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, age, color, national origin, religion, sex, sexual orientation, military or veteran status, genetic characteristics, or disability unrelated to job performance.

C. The Engineer shall file compliance reports with the City as may be required by the

City Manager or his/her designee. Compliance reports must be filed within the time, must contain information as to the employment practices, policies, programs, and statistics of the Contractor, and must be in the form that the City Manager or his/her designee prescribes.

D. If the Engineer fails to comply with the equal employment opportunity provisions of this Contract, it is agreed that City at its option may declare the Engineer in default, and after notice and opportunity to cure, cancel, terminate, or suspend this Contract in whole or in part until the

Engineer is determined to be in compliance.

14. AMENDMENTS

This Contract may be amended or supplemented in any particular only by written instrument, and only as approved by resolution of the City Council or, where applicable, by duly authorized administrative action signed by the City Manager and approved as to form by the City

Attorney.

15. MINORITY/WOMEN-OWNED BUSINESS ENTERPRISE PARTICIPATION/

FEDERAL EXECUTIVE ORDERS

A. Temporary Nonenforcement of BID Policy. Per Dallas City Council Resolution No. 25-

1081, adopted June 25, 2025, the City of Dallas has temporarily ceased enforcing its Business

Inclusion and Development (BID) Policy requirements until further notice.

B. Federal Executive Orders. Any reference to any federal Executive Orders that have been rescinded after January 20, 2025, are null and void and are of no further effect.

Rev. 08/2025

16. COMPLIANCE WITH LAWS AND REGULATIONS

This Contract is entered into subject to and controlled by the Charter and ordinances of the

City of Dallas, as amended, and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. Engineer shall, during the course of performance of this Contract, comply with all applicable City codes and ordinances, as amended, all applicable State and Federal laws, as amended, and with all applicable rules and regulations promulgated by all local, State, and national boards, bureaus, and agencies.

17. RIGHT OF REVIEW AND AUDIT

Engineer agrees that City may review any and all of the work performed by Engineer under this Contract. City is granted the right to audit, at City’s election, all of Engineer’s records and billings related to performance of this Contract. Engineer agrees to retain such records for a minimum of three (3) years following completion of this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City’s rights as may be disclosed by an audit under this section.

18. CONFLICT OF INTEREST

A. Engineer and its employees, agents or associates are required to make regular, timely, continual and full disclosures to the Director of all significant outside interests and responsibilities that may give rise to a direct or indirect conflict of interest, including, but not limited to, any and all significant outside interests and responsibilities that could reasonably be expected to impair independence of judgment in Engineer’s performance of all of the services under this Contract. Such disclosures must be made no later than ten (10) days following the event giving rise to the potential or actual conflict of interest for the duration of the Contract term. A potential or actual conflict of interest exists when commitments and obligations to the City or widely recognized professional norms are likely to be compromised in Engineer’s performance of its duties under this Contract by the existence of Engineer’s other professional relationships, contracts, obligations, or commitments. Failure to disclose such a conflict of interest may result in the City’s immediate termination of this Contract by the City Manager.

B. The following section of the Charter of the City of Dallas shall be one of the conditions, and a part of, the consideration of this Contract, to wit:

“CHAPTER XXII. Sec. 11. FINANCIAL INTEREST OF EMPLOYEE OR OFFICER

PROHIBITED.

(a) No city official or employee shall have any financial interest, direct or indirect, in any contract with the city, or be financially interested, directly or indirectly, in the sale to the city of any land, materials, supplies or services, except on behalf of the city as a city official or employee.

Any violation of this section shall constitute malfeasance in office, and any city official or employee guilty thereof shall thereby forfeit the city official’s or employee’s office or position with the city. Any violation of this section, with knowledge, express or implied, of the person or

Rev. 08/2025 corporation contracting with the city shall render the contract involved voidable by the city manager or the city council.

(b) The alleged violations of this section shall be matters to be determined either by the trial board in the case of employees who have the right to appeal to the trial board, and by the city council in the case of other employees.

(c) The prohibitions of this section shall not apply to the participation by city employees in federally-funded housing programs, to the extent permitted by applicable federal or state law.

(d) This section does not apply to an ownership interest in a mutual or common investment fund that holds securities or other assets unless the person owns more than 10 percent of the value of the fund.

(e) This section does not apply to non-negotiated, form contracts for general city services or benefits if the city services or benefits are made available to the city official or employee on the same terms that they are made available to the general public.

(f) This section does not apply to a nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit Board. A nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit Board, must comply with any applicable conflict of interest or ethics provisions in the state law and the Dallas

City Code. (Amend. of 8-12-89, Prop. No. 1; Amend. of 8-12-89, Prop. No. 15; Amend. of 11-4-

14, Prop. Nos. 2 and 9)”

19. GIFT TO PUBLIC SERVANT

City may terminate this Contract immediately if Engineer has offered, or agreed to confer any benefit upon a City employee or official that the City employee or official is prohibited by law from accepting.

For purposes of this Paragraph, “benefit” means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law.

Notwithstanding any other legal remedies, City may require Engineer to remove any employee of Engineer from the Project who has violated the restrictions of this section or any similar state or federal law, and obtain reimbursement for any expenditures made as a result of the improper offer, agreement to confer, or conferring of a benefit to a City employee or official.

20. NOTICE OF CONTRACT CLAIM

This Contract is subject to the provisions of Section 2-86 of the Dallas City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City.

Section 2-86 of the Dallas City Code, as amended, is expressly incorporated by reference and made

Rev. 08/2025 a part of this Contract as if written word for word in this Contract. Engineer is expected to fully comply with the requirements of this ordinance as a precondition of any claim relating to this

Contract, in addition to all other requirements in this Contract related to claims and notice of claims.

21. ASSIGNMENT

This Contract provides for unique professional services. Engineer, therefore, shall not sell, assign, transfer or convey its interest or rights in the Contract, or any claim or cause of action related thereto, in whole or in part, without the prior written consent of the City Manager.

22. NOTICES

Except as otherwise provided in Section 20, all notices, communications, and reports required or permitted under this Contract shall be personally delivered or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, unless and until either party is otherwise notified in writing by the other party at the following addresses. Mailed notices shall be deemed communicated as of three (3) days mailing.

If intended for City, to:

Director

City of Dallas

_______________ Department

1500 Marilla Street, Room ___

Dallas, Texas 75201

If intended for Engineer, to:

23. INDEPENDENT CONTRACTOR

In performing services under this Contract, the relationship between City and Engineer is that of independent contractor, and Engineer and City by the execution of this Contract do not change the independent status of Engineer. Engineer shall exercise independent judgment in performing duties under this Contract and is solely responsible for setting working hours, scheduling or prioritizing the work flow and determining how the work is to be performed. No term or provision of this Contract or act of Engineer in the performance of this Contract shall be construed as making Engineer the agent, servant or employee of City, or making Engineer or any of its employees eligible for the fringe benefits, such as retirement, insurance and worker’s compensation, which City provides its employees.

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24. INDEMNITY

A. ENGINEER AGREES TO INDEMNIFY AND HOLD CITY, ITS

OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL

CLAIMS, LAWSUITS, JUDGMENTS, COSTS AND EXPENSES FOR PERSONAL

INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM FOR

WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR

PERSONS, TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTS

FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL

PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR

SUPPLIER COMMITTED BY THE ENGINEER OR THE ENGINEER’S AGENT,

CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE

ENGINEER EXERCISES CONTROL THAT MAY ARISE OUT OF OR BE

OCCASIONED BY ENGINEER’S NEGLIGENCE OR BREACH OF ANY OF THE

TERMS OR PROVISIONS OF THIS CONTRACT, OR BY ITS OFFICERS, AGENTS,

ASSOCIATES, EMPLOYEES OR SUBCONSULTANTS, IN THE PERFORMANCE OF

THIS CONTRACT.

B. ENGINEER AGREES TO DEFEND CITY, ITS OFFICERS, AGENTS AND

EMPLOYEES, AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, COSTS

AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY

DAMAGE OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT,

SUFFERED BY ANY PERSON OR PERSONS, TO THE EXTENT THAT THE DAMAGE

IS CAUSED WHOLLY OR PARTLY BY OR RESULTS FROM AN ACT OF

NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY

INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER

COMMITTED BY THE ENGINEER OR THE ENGINEER’S AGENT, CONSULTANT

UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER

EXERCISES CONTROL THAT MAY ARISE OUT OF OR BE OCCASIONED BY

ENGINEER’S NEGLIGENCE OR BREACH OF ANY OF THE TERMS OR PROVISIONS

OF THIS CONTRACT, OR BY ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES

OR SUBCONSULTANTS, IN THE PERFORMANCE OF THIS CONTRACT. ENGINEER

AGREES TO PROVIDE FOR THE REIMBURSEMENT OF CITY’S REASONABLE

ATTORNEY’S FEES IN PROPORTION TO ENGINEER’S LIABILITY.

C. THE INDEMNITY PROVIDED FOR IN SECTION 24B SHALL NOT

APPLY TO ANY LIABILITY RESULTING FROM THE SOLE OR PARTIAL

NEGLIGENCE, BREACH OR FAULT OF CITY, ITS OFFICERS, AGENTS,

EMPLOYEES OR SEPARATE ENGINEERS. IN THE EVENT OF JOINT AND

CONCURRENT NEGLIGENCE OF BOTH ENGINEER AND CITY, RESPONSIBILITY

AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH

THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY

GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW

AND WITHOUT WAIVING ANY DEFENSE OF THE PARTIES UNDER TEXAS LAW.

ENGINEER AGREES TO PROVIDE FOR THE REIMBURSEMENT OF CITY’S

REASONABLE ATTORNEY’S FEES IN PROPORTION TO ENGINEER’S LIABILITY.

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D. THE OBLIGATIONS UNDER THIS SECTION 24 SHALL NOT BE

LIMITED IN ANY WAY BY THE LIMITS OF ANY INSURANCE COVERAGE OR ANY

LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION, OR

BENEFITS PAYABLE BY, FOR OR TO ENGINEER OR ANY SUBCONTRACTOR,

SUPPLIER OR ANY OTHER INDIVIDUAL OR ENTITY UNDER ANY INSURANCE

POLICY, WORKERS’ COMPENSATION ACTS, DISABILITY BENEFIT ACTS, OR

OTHER EMPLOYEE BENEFITS ACTS.

E. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE

BENEFIT OF THE PARTIES TO THIS CONTRACT AND ARE NOT INTENDED TO

CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY

OTHER PERSON OR ENTITY.

F. ENGINEER AND CITY ACKNOWLEDGE AND AGREE THAT THE

PROVISIONS OF THIS SECTION 24 SHALL SURVIVE THE TERMINATION OR

EXPIRATION OF THE TERM OF THIS CONTRACT.

25. PATENT AND COPYRIGHT INDEMNITY

A. ENGINEER AGREES TO DEFEND CITY, ITS OFFICERS, AGENTS AND

EMPLOYEES, AGAINST A CLAIM THAT ANY OF THE DESIGNS, PLANS OR

SPECIFICATIONS PREPARED BY ENGINEER, ITS EMPLOYEES, ASSOCIATES OR

SUBCONSULTANTS, PURSUANT TO THIS CONTRACT INFRINGE A U.S. PATENT

OR COPYRIGHT DIRECTLY, INDIRECTLY OR CONTRIBUTORILY, TO THE

EXTENT THAT THE PATENT OR COPYRIGHT INFRINGEMENT IS CAUSED

WHOLLY OR PARTLY BY OR RESULTS FROM AN ACT OF NEGLIGENCE OR

INTENTIONAL TORT OF THE ENGINEER, ITS OFFICERS, AGENTS AND

EMPLOYEES. ENGINEER AGREES TO PROVIDE FOR THE REIMBURSEMENT OF

CITY’S REASONABLE ATTORNEY’S FEES IN PROPORTION TO ENGINEER’S

LIABILITY.

B. ENGINEER AGREES TO COMPLETELY INDEMNIFY CITY, ITS

OFFICERS, AGENTS AND EMPLOYEES, AGAINST A CLAIM THAT ANY OF THE

DESIGNS, PLANS OR SPECIFICATIONS PREPARED BY ENGINEER, ITS

EMPLOYEES, ASSOCIATES OR SUBCONSULTANTS, PURSUANT TO THIS

CONTRACT INFRINGE A U.S. PATENT OR COPYRIGHT DIRECTLY, INDIRECTLY

OR CONTRIBUTORILY, REGARDLESS OF WHETHER OR NOT CITY IS PROVEN

TO HAVE ACTIVELY INDUCED OR CONTRIBUTED TO THE INFRINGEMENT.

ENGINEER WILL PAY ANY AND ALL RESULTING COSTS, DAMAGES AND

ATTORNEY'S FEES FINALLY AWARDED, PROVIDED THAT:

(1) CITY PROMPTLY NOTIFIES ENGINEER IN WRITING OF THE CLAIM;

AND

(2) ENGINEER HAS SOLE CONTROL OF THE DEFENSE AND ALL

RELATED SETTLEMENT NEGOTIATIONS.

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C. IF ENGINEER DEFENDS CITY AGAINST SUCH CLAIMS, THE CITY

ATTORNEY OF CITY SHALL BE KEPT INFORMED OF SETTLEMENT

NEGOTIATIONS, AND SHALL EXECUTE ANY SETTLEMENT AGREEMENT

REACHED BY ENGINEER ON CITY'S BEHALF.

D. ENGINEER'S DEFENSE AND INDEMNIFICATION UNDER THIS

SECTION IS CONDITIONED ON CITY'S AGREEMENT THAT IF ANY OF THE

DESIGNS, PLANS OR SPECIFICATIONS, BECOME, OR IN ENGINEER'S OPINION

ARE LIKELY TO BECOME, THE SUBJECT OF SUCH A CLAIM, CITY WILL PERMIT

ENGINEER, AT ENGINEER’S OPTION AND EXPENSE, EITHER TO PROCURE THE

RIGHT FOR CITY TO CONTINUE USING THE DESIGNS, PLANS OR

SPECIFICATIONS OR TO REPLACE OR MODIFY THE SAME SO THAT THEY

BECOME NON-INFRINGING; AND IF NEITHER OF THE FOREGOING

ALTERNATIVES IS AVAILABLE ON TERMS WHICH ARE REASONABLE IN

ENGINEER'S JUDGMENT, CITY, TO THE EXTENT CITY IS LEGALLY ABLE TO DO

SO, WILL CEASE USING THE DESIGNS, PLANS OR SPECIFICATIONS ON

WRITTEN REQUEST OF ENGINEER, IN WHICH INSTANCE CITY HAS THE SOLE

OPTION TO EITHER REQUIRE ENGINEER TO PERFORM NEW DESIGN WORK AT

ENGINEER’S SOLE EXPENSE, OR TO TERMINATE THIS CONTRACT.

E. ENGINEER HAS NO LIABILITY UNDER THIS SECTION FOR ANY

CLAIM OF INFRINGEMENT BASED UPON AN INTENTIONAL TORT OR

NEGLIGENT MODIFICATION OR ALTERATION OF THE DESIGNS, PLANS OR

SPECIFICATIONS PREPARED UNDER THIS CONTRACT SUBSEQUENT TO THE

PROJECT BY CITY, OR BY ANY ENGINEERING CONSULTANT SUBSEQUENTLY

EMPLOYED BY CITY.

F. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ENGINEER

WITH RESPECT TO INFRINGEMENT OF PATENTS AND COPYRIGHTS.

G. ENGINEER AND CITY ACKNOWLEDGE AND AGREE THAT THE

PROVISIONS OF THIS SECTION 25 SHALL SURVIVE THE TERMINATION OR

EXPIRATION OF THE TERM OF THIS CONTRACT.

26. INSURANCE

A. Engineer shall procure, pay for, and maintain during the term of this Contract, with a company authorized to do business in the State of Texas and otherwise acceptable to City, the minimum insurance coverage contained in Exhibit C, attached to and made a part of this Contract.

B. Approval, disapproval or failure to act by City regarding any insurance supplied by

Engineer or its subconsultants shall not relieve Engineer of full responsibility or liability for damages, errors, omissions or accidents as set forth in this Contract. The bankruptcy or insolvency of Engineer’s insurer or any denial of liability by Engineer’s insurer shall not exonerate Engineer from the liability or responsibility of Engineer set forth in this Contract.

Rev. 08/2025

C. Engineer must name City, its officers, agents and employees as an additional insured under Engineer's general liability insurance policy and provide any defense provided by the policy.

27. VENUE

The obligations of the parties to this Contract shall be performable in Dallas County, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Dallas County, Texas.

28. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas, without regard to conflict of law or choice of law principles of

Texas or of any other state.

29. LEGAL CONSTRUCTION

In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Contract, and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this

Contract.

30. COUNTERPARTS

This Contract may be executed, including electronically, in one or more counterparts, each of which when so executed shall be deemed to be an original and constitute one and the same instrument. If this Contract is executed in counterparts, then it shall become fully executed only as of the execution of the last such counterpart called for by the terms of this Contract to be executed.

31. PUBLISHED MATERIAL

Engineer agrees that the Director shall review and approve any written material about City projects or activities prior to being published by Engineer.

32. CAPTIONS

The captions to the various clauses of this Contract are for informational purposes only and shall not alter any substance of the terms and conditions of this Contract.

33. SUCCESSORS AND ASSIGNS

This Contract shall be binding upon and inure to the benefit of the parties and their respective successors and, except as otherwise provided in this Contract, their assigns.

Rev. 08/2025

34. MISCELLANEOUS

A. Where applicable by law, pursuant to Section 2271.002, Texas Government Code, the Engineer hereby (i) represents that it does not boycott Israel, and (ii) subject to or as otherwise required by applicable federal law, including without limitation 50 U.S.C. Section 4607, agrees it will not boycott Israel during the term of the Agreement. As used in the immediately preceding sentence, “boycott Israel” shall have the meaning given such term in Section 2271.001, Texas

Government Code.

B. The Engineer hereby represents that (i) it does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under

Section 2252.153, Texas Government Code, as a company known to have contracts with or provide supplies or services to a foreign terrorist organization. As used in the immediately preceding sentence, “foreign terrorist organization” shall have the meaning given such term in Section

2252.151, Texas Government Code.

C. Where applicable by law, pursuant to Section 2274.002, Texas Government Code, the Engineer hereby represents that it (i) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (ii) will not discriminate during the term of the contract against a firearm entity or firearm trade association. As used in the immediately preceding sentence, “firearm entity” and firearm trade association” shall have the meanings given such terms in Section 2274.001, Texas Government Code.

D. Where applicable by law, pursuant to Section 2276.002, Texas Government Code, the Engineer hereby represents that it (i) does not boycott energy companies; and (ii) will not boycott energy companies during the term of the contract. As used in the preceding sentence, “boycott energy company” shall have the meanings given such terms in Section 2276.001, Texas

Government Code.

35. CERTIFICATION OF EXECUTION

The person or persons signing and executing this Contract on behalf of Engineer, or representing themselves as signing and executing this Contract on behalf of Engineer, do hereby warrant and certify that he, she or they have been duly authorized by Engineer to execute this

Contract on behalf of Engineer and to validly and legally bind Engineer to all terms, performances and provisions herein set forth.

36. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS

This Contract (with all referenced Exhibits, attachments, and provisions incorporated by reference) embodies the entire agreement of both parties, superseding all oral or written previous and contemporary agreements between the parties relating to matters set forth in this Contract.

Except as otherwise provided elsewhere in this Contract, this Contract cannot be modified without written supplemental agreement executed by both parties.

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Rev. 08/2025

EXECUTED this the ___ day of _________, 20__, by City, signing by and through its City

Manager, duly authorized to execute same by Resolution No. __-________, adopted by the City

Council on __________, 20__, and by ENGINEER, acting through its duly authorized officials.

APPROVED AS TO FORM: CITY OF DALLAS

TAMMY L. PALOMINO KIMBERLY BIZOR TOLBERT

City Attorney City Manager

BY__________________________ BY___________________________

Assistant City Attorney Assistant City Manager

ENGINEER:

XXX,

a ______ corporation

BY__________________________

Authorized Official

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