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Old Town LOMR-CN080215AGREEMENT FOR PROFESSIONAL SERVICES STATE OF TEXAS COUNTY OF TARRANT This AGREEMENT is entered into by the City of Coppell, hereinafter called "CITY" and Freese and Nichols, Inc., hereinafter called "FNI." In consideration of the AGREEMENTS herein, the parties agree as follows: I. EMPLOYMENT OF FNI: In accordance with the terms of this AGREEMENT: CITY agrees to employ FNI; FNI agrees to perform professional services in connection with the Project; CITY agrees to pay to FNI compensation. The Project is described as follows: Tributary G1 LOMR Flood Study II. SCOPE OF SERVICES: FNI shall render professional services in connection with Project as set forth in Attachment SC - Scope of Services and Responsibilities of CITY which is attached to and made a part of this AGREEMENT. III. COMPENSATION: CITY agrees to pay FNI for all professional services rendered under this AGREEMENT in accordance with Attachment CO - Compensation which is attached hereto and made a part of this AGREEMENT. FNI shall perform professional services as outlined in the "Scope of Services" for a lump sum fee of $47,744. Details concerning the fee are included in Attachment CO. If FNI's services are delayed or suspended by CITY, or if FNI's services are extended for more than 60 days through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of compensation to reflect reasonable costs incurred by FNI in connection with such delay or suspension and reactivation and the fact that the time for performance under this AGREEMENT has been revised. IV. TERMS AND CONDITIONS OF AGREEMENT. The Terms and Conditions of Agreement as set forth as Attachment TC shall govern the relationship between the CITY and FNI. Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT to anyone other than CITY and FNI, and all duties and responsibilities undertaken pursuant to this AGREEMENT will be for the sole and exclusive benefit of CITY and FNI and not for the benefit of any other party. This AGREEMENT constitutes the entire AGREEMENT between CITY and FNI and supersedes all prior written or oral understandings. This contract is executed in two counterparts. -- IN TESTIMONY HEREOF, they have executed this AGREEMENT, the ��day of , 2008. ATTEST: City of Co- ell r ATTE P (CITY) f I By: s� Freese and Nichols, Inc. (FNI) B TACONTRACTS \Coppell\Trib G1 LOMR Agreement.doc ATTACHMENT SC SCOPE OF SERVICES AND RESPONSIBILITIES OF CITY ARTICLE I PROJECT DESCRIPTION The CITY has requested that a flood study be done on the subject tributary that is represented as a Zone A on the Federal Emergency Management Agency (FEMA) FIRM. The CITY has requested that FNI coordinate with the FEMA mapping contractor to determine how Zone A limits were identified for this subject tributary. Also, FNI is to review existing flood studies to determine if more appropriate base flood elevations are immediately available for use in the DFIRM update. FNI will establish base flood elevations along the subject tributary to more accurately define the existing condition floodplain and to update this information on the effective FIRM. The parameters for completion of the study include the following: • Develop existing condition hydrologic and hydraulic models to reflect current conditions and floodplain limits to the extents reflected on Exhibit B. • Develop a proposed condition model that reflects improvements designed by other projects within the study limit. In addition, a Record Drawing model will also be developed documenting conditions after construction. • Complete a letter sealed by an engineer prior to construction outlining results of modeling efforts and confirming whether improvements meet City criteria. • Upon completion of construction improvements within the project area, such that record drawings are available, a Letter of Map Revision (LOMR) report will be prepared and submitted for both City and FEMA approval. There is a probability that the Corps of Engineers has jurisdiction in the subject area under Section 404 of the Clean Water Act (Wetlands). This jurisdiction requires that any modifications to Waters of the U.S require prior authorization. This proposal is based on the CITY having already addressed all permits to comply with Section 404 for the Bethel Road project and does not include environmental services. BASIC SERVICES: FNI shall render the following professional services in connection with the development of the Project: PHASE 1: DFIRM Review and Coordination A. Review existing flood studies and CITY supplied topography to determine if proposed DFRRM Zone A delineations appear appropriate for the subject tributary. B. If changes to the proposed delineations are warranted based upon the results of PHASE 1 analysis: 1. Prepare a letter documenting recommended Zone A BFE for the DFIRM update 2. Attend one meeting with FEMA mapping contractor and CITY to review and discuss recommended changes. C. If additional meetings, coordination, technical documents or public involvement are required for changing the proposed DFIRM delineations, Additional Services will be required. TACONTRACTS \Coppell \Trib GI LOMR Agreement.doc FNI SC -1 CTTY J PHASE H: Data Collection A. FEMA Effective Model and work -maps will be obtained if available. FEMA usually takes 2 to 6 weeks to supply the models and work -maps. B. We anticipate all existing condition survey is available from the Bethel Road construction project and the channel project completed by TranSystems except as noted. We have included survey to obtain finish floor elevations of the structures within the FEMA floodplain along the study length (estimated 30 from aerial photograph) and 6 channel cross sections in areas topography doesn't appear available (4 along northern trib and 2 between FEMA studied area and the end of the Bethel Road project). C. City topography will be obtained for watershed delineations. D. A site visit will be made to determine hydrologic and hydraulic conditions and parameters. E. CITY specific requirements will be coordinated. F. Bridge or culvert data within study limits will be obtained from the CITY if available. G. CITY will provide Record Drawings of the completed project(s) certified by a Registered Professional Engineer. Hydrologic Analyses A. Using topographic data, develop a watershed map to describe storm run -off through the study limits. B. Use soil maps to determine hydrologic soil groups for each watershed. C. Determine existing land use conditions in the watershed based on field visits, information obtained from the CITY and available maps. D. Determine ultimate land use conditions in the watershed by obtaining zoning and land use plans from the CITY. E. Determine hydrologic parameters including curve numbers, time of concentration, hydraulic lengths, and slopes for existing and ultimate conditions. F. Include major detention pond routings based upon field visits, construction documents and previous studies. G. Develop a hydrologic model describing the expected storm run -off through the study limits. Existing Condition Hydraulic Analyses A. Add sections to FEMA model to adequately describe the existing topography of the study area. B. Update existing and new cross sections with topographic information. C. Add bridge and culvert information for structures within the study limits and evaluate blocked or ineffective flow areas. D. Develop an existing condition hydraulic model and determine floodplain limits across the study area. E. Compare hydraulic model results to FIS study to insure project limits tie into the effective profile. TACONTRACTS \Coppell\Trib G1 LOMR Agreement.doc FNI SC -2 CITY F. Based on the above data, complete existing conditions hydraulic model and include: 1. Water Surface Profile Plots 2. Cross Section Plots 3. Floodplain Delineation 4. F EC -RAS electronic models Proposed Condition Hydraulic Analyses A. Modify existing condition cross - sections and add new ones as necessary to develop a proposed hydraulic model of the revised conditions through the site. Modify bridge and culvert information where necessary through the study limits. B. Develop a proposed condition hydraulic computer analysis of the above conditions and compare the results to the existing condition flood levels and velocities to determine if there are any increases in 100 - year flood levels or erosive velocities. C. This scope assumes the previously designed and partially constructed improvements will have acceptable results as compared to the existing condition model. If this is not the case, Additional Services will be required to further model and recommend additional improvements. D. Based on the above data complete: 1. Water Surface Profile Plots 2. Cross Section Plots 3. Floodplain Delineation 4. Computer printouts of hydraulic models Record Drawing Hydraulic Analyses A. Obtain Record Drawing information from the CITY for all projects within the study limits. B. Modify proposed condition cross- sections and add new ones as necessary to develop a Record Drawing hydraulic model of the revised conditions through the site. C. Develop a Record Drawing hydraulic computer analysis of the above conditions and compare the results to the proposed and existing condition flood levels and velocities to determine if there are any increases in 100 -year flood levels or erosive velocities. D. This scope assumes the project(s) changes from design to construction will not be significant enough differences to cause changes in the hydraulic model results such that additional improvements are needed to mitigate impacts. If this is not the case, Additional Services will be required to further model, recommend and design these additional improvements. E. Based on the above data complete: 1. Water Surface Profile Plots 2. Cross Section Plots TACONTRACTS \Coppell \Trib G] LOMR Agreement.doc FNI SC -3 CITY 3. Floodplain Delineation 4. Computer printouts of hydraulic models Deliverables A. Prepare a technical memorandum sealed by a registered professional engineer outlining the results of modeling efforts and confirming that the improvements meet all of the CITY criteria. B. Prepare four copies of the final Letter of Map Revision Report (LOMR) report based upon Record Drawings containing results of the existing and Record Drawing condition hydraulic modeling. C. Provide necessary coordination with FEMA and the Community to provide technical information in support of the report. ARTICLE H ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by CITY, which are not included in the above described basic services, are described as follows: A. Field surveying beyond what is identified in Basic Services. B. Modeling, recommendation and design of improvements that may be required if already designed improvements cause negative impacts or if construction changes from design also cause negative impacts. C. Record Drawing preparation. D. Review Fees of any kind including FEMA. This scope assumes CITY will pay all review fees. E. Making property, boundary and right -of -way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. F. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by CITY. G. Making revisions to drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by CITY or 2) due to other causes not solely within the control of FNI. H. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. I. Preparing Operation and Maintenance Manuals or conducting operator training. Preparing data and reports for assistance to CITY in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. Assisting CITY in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. TACONTRACTS \Coppell \Trib G1 LOMR Agreement.doc FNI % i SC -4 CITY K. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues. L. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement. M. Visits to the site in excess of the number of trips included in the Basic Services for periodic site visits, coordination meetings, or contract completion activities. N. Providing Basic or Additional Services on an accelerated time schedule. The scope of this service include cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the CITY. O. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. P. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. Q. Provide Geotechnical investigations, studies and reports. ARTICLE IlI TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this AGREEMENT and agrees to complete the services in accordance with the following schedule: • Phase 1 will be completed within 1 month of execution of this agreement • Scope through proposed condition modeling will be completed within 3 months of receipt of effective FEMA models from FEMA • LOMR will be completed for FEMA submittal within 3 months of receipt of "As- Built" drawings from Owner If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in CITY or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this AGREEMENT and in Attachment CO. TACONTRACTWoppell\Trib G1 LOMR Agreement.doc SC -5 FNI CITY ' ARTICLE IV RESPONSIBILITIES OF CITY: CITY shall perform the following in a timely manner so as not to delay the services of FNI: A. Designate in writing a person to act as CITY's representative with respect to the services to be rendered under this AGREEMENT. Such person shall have contract authority to transmit instructions, receive information, interpret and define CITY's policies and decisions with respect to FNI's services for the Project. B. Provide all criteria and full information as to CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which CITY will require to be included in the drawings and specifications. C. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. D. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this AGREEMENT. E. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as CITY deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of FNI. F. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. G. CITY shall make or arrange to have made all subsurface investigations, including but not limited to borings, test pits, soil resistivity surveys, and other subsurface explorations. CITY shall also make or arrange to have made the interpretations of data and reports resulting from such investigations. All costs associated with such investigations shall be paid by CITY. H. Attend the pre -bid conference, bid opening, preconstruction conferences, construction progress and other job related meetings and substantial completion inspections and final payment inspections. I. Give prompt written notice to FNI whenever CITY observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work of any Contractor. Furnish, or direct FNI to provide, Additional Services as stipulated in this agreement. K. Bear all costs incident to compliance with the requirements of this section. TAC0NTRACTS \Coppe11\Trib G1 LOMR Agreement.doc SC -6 FNI ! CITY ARTICLE V DESIGNATED REPRESENTATIVES: FNI and CITY designate the following representatives: CITY's Designated Representative - Mr. Keith Marvin, P.E. P.O. Box 478 255 Parkway Blvd. Coppell, TX 75019 -0478 Phone: (972) 304 -3679 Fax: 9 12 3D4-2)57 0 E-mail: kmarvin @ci.coppell.tx.us CITY's Accounting Representative - FNI's Project Manager - FNI's Accounting Representative - TACONTRACTS \Coppell\Trib G1 LOMR Agreement.doc Name: HON D L ft Address: 2-55 pPf < vd 8 L v D oG'P 4 L Tx 75019 Phone: - ( Fax: q32-304-7t)41 E -mail: t - cidloo & G( i - copoe11 fil. Morgan McDermott, P.E., CFM 1701 N Market Street, Suite 500 LB 51 Dallas, Texas 75202 Phone: 214 - 217 -2239 Fax: 214 - 217 -2201 E -mail: mem @freese.com Bill Grozdanich 1701 N Market Street, Suite 500 LB 51 Dallas, Texas 75202 Phone: 214- 217 -2254 Fax: 214 - 217 -2201 E -mail: bjQ @freese.com SC -7 FNI CITY ATTACHMENT RPR COMPENSATION A. Basic Services Compensation to FNI for the Basic Services in Attachment SC shall be the lump sum of Forty -Seven Thousand Seven Hundred Forty -Four Dollars ($47,744). Survey $ 8,800 Data Collection $ 6,023 Hydrologic Analysis $ 7,891 Hydraulic Analysis $16,476 Deliverables/Expenses $ 8,554 Total $47,744 If FNI sees the Scope of Services changing so that additional services are needed, including but not limited to those services described as Additional Services in Attachment SC, FNI will notify CITY for CITY's approval before proceeding. Additional Services shall be computed based on the Schedule of Charges. B. Schedule of Charges for Additional Work POSITION MIN MAX PRINCIPAL 200 260 GROUP MANAGER 200 260 SENIOR ENGINEER 155 205 ENGINEER (PE) 115 165 ENGINEER (EIT) 85 120 ELECTRICAL ENGINEER 85 170 MECHANICAL ENGINEER 70 170 ENVIRONMENTAL SCIENTIST 55 160 ARCHITECT 55 150 LANDSCAPE ARCHITECT 100 150 SENIOR URBAN PLANNER 125 200 URBAN PLANNER 70 100 SR. CONSTRUCTION CONTRACT ADMINISTRATOR 105 150 CONSTRUCTION CONTRACT ADMINISTRATOR 70 115 GIS COORDINATOR 105 115 GIS ANALYST 60 100 DESIGNER 50 130 TECHNICIAN 45 100 OPERATIONS ANALYST 75 105 CONTRACT ADMINISTRATOR 65 95 WORD PROCESSING /SECRETARIAL 45 85 CO -OP 45 60 The ranges and individual salaries will be adjusted annually. TACONTRACTS \Coppell \Trib Gl LOMR Agreement.doc FNI CO -1 CITY / ATTACHMENT RPR EXPENSES Plotting Printing Bond $ 4.00 per plot Bluelines/Blacklines $0.55 per square foot Color $21.50 per plot Offset and Xerox Copies/Prints $0.10 per side copy Vellum $11.50 per plot Color Copies/Prints $0.50 per side copy Mylar $15.00 per plot Binding $5.75 per book Computer Computer Usage $10.00/hour Travel 50.5¢ per mile OTHER DIRECT EXPENSES Other direct expenses are reimbursed at actual cost times multiplier of 1.15. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from Dallas and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, tests, and other work required to be done by independent persons other than staff members. TACONTRACTSToppell\Trib G1 LOMR Agreement.doc CO -2 FNI CITY 01 -01 -02 TERMS AND CONDITIONS OF AGREEMENT ATTACHMENT TC 1. DEFINITIONS: The term Owner as used herein refers to the as used herein refers to Freese and Nichols, Inc., its employees and age ; also its subcon� tractors and their employees a agents. As used herein, Services refers to the professional services performed by Freese and Nichols pursuant to the AGREEMENT. 2. CHANGES: Owner, without invalidating the AGREEMENT, may order changes within the general scope of the WORK required by the AGREEMENT by altering, adding to and/or deducting from the WORK to be performed. If any change under this clause causes an increase or decrease in FNPs cost of� or the time required for, the performance of any part ofthe Services under the AGREEMENT, an equitable adjustment will be made by mutual agreement and the AGREEMENT modified in writing accordingly. 3. TERMINATION: The obligation to provide services under this AGREEMENT maybe terminated by either party upon ten days' written notice. In the event of termination, FNI will be paid for all services rendered and reimbursable expenses incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination. 4. CONSEQUENTIAL DAMAGES: In no event shall FNI or its subcontractors be liable in contract, tort, strict liability, warranty, or otherwise for any special, indirect, incidental or consequential damages, such as loss ofproduct, loss ofuse of the equipment or system, loss of anticipated profits or revenue, non - operation or increased expense of operation or other equipment or systems. 5. INFORMATION FURNISHED BY OWNER: Owner will assist FNI by placing at FNPs disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. FNI shall have no liability for defects or negligence in the Services attributable to FNI's reliance upon or use of data, design criteria, drawings, specifications or other information furnished by Owner and Owner agrees to indemnify and bold FNI harmless from any and all claims and judgments, and all losses, costs and expenses arising therefrom. FM shall disclose to Owner, prior to use thereof, defects or omissions in the data, design criteria, drawings, specifications or other information famished by Owner to FNI that FNI may reasonably discover in its review and inspection thereof. i. INSURANCE: FNI shall provide to Owner certificates of insurance which shall contain the following minimum coverage (All limits in thousands): Commercial General Liability Workers' Compensation General Aggregate 52,000 Each Accident $500 Automobile Liability (Any Auto) Professional Liability CSL $1,000 $3,000 Annual Aggregate SUBCONTRACTS: If, for any reason, at any time during the progress of providing Services, Owner determines that any subcontractor for FNI is incompetent or undesirable, Owner will notify FNI accordingly and FNI shall take immediate steps for cancellation of such subcontract. Subletting by subcontractors shall be subject to the same regulations. Nothing contained in the AGREEMENT shall create any contractual relation between any subcontractor and Owner. OWNERSHIP OF DOCUMENTS: All drawings, reports data and other project information developed in the execution Of the Services provided under this AGREEMENT shall be the property of the Owner upon payment of FNPs fees for services. FNI may retain copies for record purposes. Owner agrees such documents are not intended or represented to be suitable for reuse by Owner or others. Any reuse by Owner or by those who obtained said documents from Owner without written verification or adaptation by FNI will be at Owner's sole risk and without liability or legal exposure to FNI, or to FNI's independent associates or consultants, and Owner shall indemnify and hold harmless FNI and FNTs independent associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verification or adaptation will entitle FNI to further reasonable compensation. FNI may reuse all drawings, report data and other project information in the execution of the Services provided under this AGREEMENT in FNPs other activities. Any reuse by FNI will be at FNI's sole risk and without liability or legal exposure to Owner, and FNI shall indemnify and hold harmless Owner from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. FNI OWNER r POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FNI has neither created nor contributed to the creation or existence of any hazardous, radioactive, toxic, irritant, pollutant, or otherwise dangerous substance or condition at the site, if any, and its compensation hereunder is in no way commensurate with the potential risk of injury or loss that may be caused by exposures to such substances or conditions. The parties agree that in performing the Services required by this AGREEMENT, FNI does not take possession or control of the subject site, but acts as an invitee in performing the services, and is not therefore responsible for the existence of any pollutant present on or migrating from the site. Further, FNI shall have no responsibility for any pollutant during clean-up, transportation, storage or disposal activities. 10. OPINION OF PROBABLE COSTS: FNI will furnish an opinion of probable project development cost based on present day cost, but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial evaluations, feasibility studies, economic analyses of alternate solutions and utilitarian considerations of operations and maintenance costs prepared by FNI hereunder will be made on the basis of FNI's experience and qualifications and represent FNPs judgment as an experienced and qualified design professional. It is recognized, however, that FNI does not have control over the cost of labor, material, equipment or services furnished by others or over market conditions or contractors' methods of determining their prices. 11. CONSTRUCTION REPRESENTATION: If required by the AGREEMENT, FNI will furnish Construction Representation according to the defined scope for these services. FNI will observe the progress and the quality ofwork to determine in general if the work is proceeding in accordance with the Contract Documents. In performing these services, FNI will endeavor to protect Owner against defects and deficiencies in the work of Contractors; FNI will report any observed deficiencies to Owner, however, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for the supervision of the Contractor's operation and employees. FNI shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or the safety precautions and programs incident to the work of the Contractor. FNI shall not be responsible for the acts or omissions of any person (except his own employees or agent) at the Project site or otherwise performing any of the work of the Project. If Owner designates a person to serve in the capacity of Resident Project Representative who is not a FNI's employee or FNI's agent, the duties, responsibilities and limitations of authority of such Resident Project Representative(s) will be set forth in writing and made a part of this AGREEMENT before the Construction Phase of the Project begins. 12. PAYMENT: Progress payments may be requested by FNI based on the amount of services completed. Payment for the services of FNI shall be due and payable upon submission of a statement for services to OWNER Statements for services shall not be submitted more frequently than monthly. Any applicable new taxes imposed upon services, expenses, and charges by any governmental body after the execution of this AGREEMENT will be added to FNT's compensation. If OWNER fails to make any payment due FNI for services and expenses within thirty (30) days after receipt of FNI's statement for services therefore, the amounts due FNI will be increased at the rate of one percent (1 %) per month from said thirtieth (30th) day, and, in addition, FNI may, after giving seven (7) days' written notice to OWNER, suspend services under this AGREEMENT until FNI has been paid in full, all amounts due for services, expenses and charges. 13. ARBITRATION: No arbitration arising out of; or relating to, this AGREEMENT involving one party to this AGREEMENT may include the other party to this AGREEMENT without their approval. 14. SUCCESSORS AND ASSIGNMENTS: OWNER and FNI each are hereby bound and the partners,, successors, executors, administrators and legal representatives of OWNER and FNI are hereby bound to the other party to this AGREEMENT and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this AGREEMENT. Neither OWNER nor FNI shall assign, sublet or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this AGREEMENT without the written consent ofthe other, except to the extent that any assi subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this AGREEMENT. Nothing contained in this paragraph shall prevent FNI from employing such independent associates and consultants as FNI may deem appropriate to assist in the performance of services hereunder. 15. PURCHASE ORDERS: If a Purchase Order is used to authorize FNI s Services, only the terms, conditions/instructions typed on the face of the Purchase Order shall apply to this AGREEMENT. Should there be any conflict between the Purchase Order and the terms of this AGREEMENT, then this AGREEMENT shall prevail and shall be determinative of the conflict. FNI OWNER