WA10-05-CN110511 Rev. 06/10
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS §
COUNTY OF TARRANT §
This AGREEMENT is entered into by City of Coppell, hereinafter called "OWNER" 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: OWNER agrees to
employ FNI; FNI agrees to perform professional services in connection with the Project; OWNER
agrees to pay to FNI compensation. The Project is described as follows: Water, Wastewater and
Roadway CIP and Impact Fee Update
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 OWNER which is attached to and made a
part of this AGREEMENT.
III. COMPENSATION: OWNER 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 $104,000. Details concerning the fee are included in Attachment CO.
If FNI's services are delayed or suspended by OWNER, 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 OWNER and FNI.
Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT to
anyone other than OWNER and FNI, and all duties and responsibilities undertaken pursuant to this
AGREEMENT will be for the sole and exclusive benefit of OWNER and FNI and not for the benefit of any
other party.
This AGREEMENT constitutes the entire AGREEMENT between OWNER 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 7419/24.,
2011.
A r : City of Coppell, Texas
(OWNER)
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Print or I - Name and Title
ATTEST: Freese and Nichols, Inc.
(FNI)
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Print or Type Name and Title
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ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
ARTICLE I
A. Data Collection and Water and Wastewater Model Update
A 1. Project Kick -Off Meeting: Freese and Nichols, Inc. (FNI) will meet with the City to review scope,
project team and schedule of the project, and present a data request memorandum.
A2. Data Collection: FNI will compile information from the City including GIS files, pump /lift station
layouts, pump curves, storage tank facility layouts, recently completed system improvements, water
production data, utility billing data, and wastewater flow data.
A3. Roadway Data Collection: FNI will assemble available roadway inventory, pertinent roadway
construction cost data and traffic count data available from the City. To support this study update,
traffic count data will be collected at up to 15 (fifteen) locations throughout the city. This task effort
will be facilitated through the use of a sub - consultant. A review of existing traffic count data will be
made to determine optimal traffic count locations. Following completion of the data collection
effort, data will be compiled into a data base for use in subsequent analysis.
A4. Update Water & Wastewater System Models: FNI will update the water model in H2OMAP Water
software using the updated GIS. FNI will update the wastewater model in H2OMAP Sewer software
using the updated GIS. The models consist of all 8 -inch and larger lines that are currently in the GIS
plus recently constructed lines that may not appear in the GIS.
B. Land Use Assumptions and Water & Wastewater Load Projections
B 1. Develop Land Use Assumptions: FNI will utilize NCTCOG population and employment
projections, as well as City forecasts and large planned developments to develop 10 -year and
Buildout land use assumptions.
B2. Review Historical Water Demands and Wastewater Flows: FNI will obtain and evaluate historical
water usage and wastewater flow data to review trends and calculate peaking factors. This data will
be used to update expected per- capita loads for future projections.
B3. Develop and Distribute Water Demand Projections: FN1 will develop water demand projections for
10 -year and Buildout conditions using the future land use assumptions and selected design criteria.
FNI will distribute water demands throughout the service area based on the existing and future
population and employment distribution.
B4. Develop and Distribute Wastewater Flow Projections: FNI will develop wastewater flow projections
for 10 -year and Buildout conditions using the future land use assumptions and selected design
criteria. Flows will be calculated by sub - basin. FNI will distribute wastewater flows throughout the
service area based on the existing and future population and employment distribution.
B5. Progress Meeting — Land Use Assumptions and Projections: FNI will meet with the City to discuss
population, land use assumptions, and load projections. FNI will address comments from City staff
and make revisions as necessary.
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C. Water and Wastewater System Hydraulic Analysis and Impact Fee CIP Update
C 1. Evaluate Pumping and Storage Capacity.: FNI will evaluate existing and future pumping capacity
with regards to TCEQ requirements and general industry recommendations. Ground and elevated
storage will also be evaluated.
C2. Conduct Water and Wastewater System M odeling: FNI will conduct hydraulic modeling for
existing, 10 -year, and Buildout conditions. Water system modeling will consist of average day,
maximum day, peak hour, and fire flow demand conditions. Wastewater system modeling will
consist of peak wet weather flow conditions.
C3. Identify Water System Improvements: FNI will utilize modeling results to identify water system
improvements required to support growth for the 10 -year, and Buildout conditions.
C4. Identify Wastewater System Improvements: FNI will utilize modeling results to identify wastewater
system improvements required to support growth for the 10 -year, and Buildout conditions.
C5. Develop Capital Improvements Plan (CIP): FNI will develop prioritization and costs for each
proposed project in Year 2011 dollars including engineering and contingencies. Large scale
citywide maps will be produced showing proposed projects, costs, and recommended in- service
dates.
C6. Progress Meeting —Water and Wastewater CIP: FNI will meet with the City to discuss the results of
the water and wastewater system modeling and CIP development.
D. Water and Wastewater Impact Fee Analysis
D1. Identify Existing Projects Eligible for Impact Fee Cost Recovery: FNI will review recently
completed water and wastewater improvements over the last 5 years and determine which projects
are eligible for future cost recovery from growth.
D2. Conduct Water and Wastewater Impact Fee Capacity Analysis for Existing Projects: FNI will utilize
water and wastewater models to analyze recently completed projects for remaining capacity for
impact fee cost recovery for 10 -year projected growth.
D3. Develop Water and Wastewater Impact Fee CIP: FNI will develop an impact fee CIP based on the
improvements recommended as part of the Master Plan. Impact fee eligible improvements are
intended to serve growth within the next 10 years. Maps will be prepared showing the proposed
water and wastewater capital improvement plan projects included in the impact fee calculation.
D4. Conduct Water and Wastewater Impact Fee Capacity Analysis for Proposed Projects: FNI will utilize
water and wastewater models to analyze proposed water and wastewater improvements for eligible
capacity for impact fee cost recovery for 10 -year projected growth.
D5. Calculate Project Costs Eligible for Impact Fee Cost Recovery: FNI will utilize the capacity analysis
and capital project costs to calculate percentage of project cost eligible for impact fee cost recovery.
D6. Develop Service Unit Equivalents (SUEs) for Water and Wastewater Systems: I~NI will utilize
equivalent capacity of water meters to establish the service unit equivalents (SUEs) required in
Chapter 395 of the Local Government Code for both existing and 10 -year growth conditions.
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D7. Calculate Maximum Allowable Water and Wastewater Impact Fees: FNI will develop maximum
allowable water and wastewater impact fees using the 50% credit method based on the existing and
proposed capital improvement costs to support 10 -year growth based on projected increase in SUEs.
Phase E. Roadway Impact Fee Analysis
E 1. Existing Capital Improvement Inventory Update: FNI will prepare an inventory and analysis of
existing roadways in the City. The inventory will contain the following information of existing
collector and arterial status roadways by area:
• Roadway segment name and limits
• Length (in miles), number of lanes and facility type (divided, undivided, collector, arterial, etc)
• PM peak hour directional volumes
An existing condition analysis will be prepared to calculate capacity provided and utilized of existing
capital improvements.
E2. Determination of Projected Roadway Demand: FNI will determine the projected roadway demand
(vehicle -miles of travel, VMT) over the 10 -year planning period based on socio - demographic data
developed in the land use assumptions report prepared as part of the update process. The SUE table
will serve as the basis for determination of the number of service areas over the 10 -year planning
period.
E3. Prepare Roadway Capital Improvements Program: FNI will prepare an updated impact fee capital
improvement program (CIP) with growth considerations over the 10 -year plan period, the City
Thoroughfare Plan, fiscal constraints, and City Staff input. Cost information of existing and
proposed CIP projects will be developed. Previously completed projects will be incorporated. The
City will provide completed project cost data. An evaluation of existing CIP projects will also be
performed to ensure excess capacity is available for the projects to be included in the impact fee
analysis.
E4. Roadway CIP Database Update and Maximum Fee Calculation: F■1 will compile CIP data into an
updated roadways project database and update the maximum cost per service unit for service areas
within the city. The database will include:
• Roadway segment names and limits.
• Number of lanes, length, and facility type
• Project cost information (construction, engineering, ROW, debt service)
• Capacity provided by CIP projects, utilized and percent attributable to new growth
• Project cost attributable to new growth
The cost per service unit will be calculated based on the necessitated cost of the impact fee capital
improvements program and VMT growth over the ten -year plan period. Per legislative mandate, the
impact fee CIP will be credited by 50% prior to the cost per service unit calculation.
E5. Update of Land Use Equivalency Table: The land use equivalency table will be updated based on
updated trip generation and trip length data available from the Institute of Transportation Engineers
(8 Edition Trip Generation) and NCTCOG (Workplace Survey), respectively. City Staff input will
also be sought for input on specific land uses to add or revise.
Phase F: Impact Fee Report Development and Meeting Attendance
Fl. Develop Draft Impact Fee Report and Meet with City: FNI will prepare a Draft Water, Wastewater
and Roadway Impact Fee Report showing land use assumptions, water and wastewater impact fee
eligible capital improvement costs, roadway impact fee eligible capital improvement costs, and
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maximum allowable water, wastewater and roadway impact fees. Three copies of the draft report
will be delivered to City. FNI will meet (1 meeting) with the City to discuss the draft report.
F2. Meet with City Staff: FNI will meet (1 meeting) with City Staff to discuss the report findings,
impact fee calculations, and recommendations for setting the water, wastewater, and roadway impact
fees for the City.
F3. Present Capital Improvements Plan and Impact Fee Analysis Results to Citizen Advisory Committee:
Following review by City Staff, FNI will present results of the water and wastewater impact fee
analysis and recommendations to Citizen Advisory Committee (1 meeting). FNI will prepare
exhibits for the Citizen Advisory Committee Presentation on Impact Fees.
F4. Finalize Impact Fee Report: Based on City comments, FNI will prepare a final Water, Wastewater,
and Roadway Impact Fee Report and deliver 10 copies to the City.
F5. Attend City Council! Public Hearing: Attend one (I) Public Hearing to present and address questions
about the land use assumptions, capital improvements plan, and impact fee calculations.
ARTICLE II
ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by OWNER,
which are not included in the above described basic services, are described as follows:
A. Field surveying required for the preparation of designs and drawings.
B. Field layouts or the furnishing of construction line and grade surveys.
C. GIS mapping services or assistance with these services.
D. 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 OWNER.
1'. Providing renderings, model, and mock -ups requested by the OWNER.
G. Investigations involving consideration of operation, maintenance and overhead expenses, and the
preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals,
evaluations, assessment schedules, and material audits or inventories required for certification of
force account construction performed by OWNER.
H. Preparing applications and supporting documents for government grants, loans, or planning advances
and providing data for detailed applications.
1. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory
tests of equipment at any site remote to the project or observing tests required as a result of
equipment failing the initial test.
J. Conducting pilot plant studies or tests.
K. Preparing data and reports for assistance to OWNER 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.
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L. Assisting OWNER 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.
M. 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.
N. 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.
O. Visits to the site in excess of the number of trips included in Article I for periodic site visits,
coordination meetings, or contract completion activities.
P. 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
OWNER.
Q. Preparing statements for invoicing or other documentation for billing other than for the standard
invoice for services attached to this professional services agreement.
R. Provide Geotechnical investigations, studies and reports.
ARTICLE III
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:
Nine months from receiving notice to proceed.
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
OWNER 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.
ARTICLE IV
RESPONSIBILITIES OF OWNER: OWNER 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 OWNER'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 OWNER's policies and decisions with respect
to FNI's services for the Project.
B. Provide all criteria and full information as to OWNER'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 OWNER will require to be included in the drawings and specifications.
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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
OWNER 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. Provide such accounting, independent cost estimating and insurance counseling services as may be
required for the Project, such legal services as OWNER may require or FNI may reasonably request
with regard to legal issues pertaining to the Project including any that may be raised by
Contractor(s), such auditing service as OWNER may require to ascertain how or for what purpose
any Contractor has used the moneys paid under the construction contract, and such inspection
services as OWNER may require to ascertain that Contractor(s) are complying with any law, rule,
regulation, ordinance, code or order applicable to their furnishing and performing the work.
G. Give prompt written notice to FNI whenever OWNER 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.
H. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article II of
this AGREEMENT or other services as required.
I. Bear all costs incident to compliance with the requirements of this Article IV.
ARTICLE V
DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following representatives:
Owner's Designated Representative — Ken Griffin, Director of Engineering and Public Works, 255 East
Parkway Blvd., Coppell, Texas 75012; 972 -304 -3680; email kgriffin @coppelltx.gov
Owner's Accounting Representative —
FNI' s Project Manager — Jessica Brown, P.E., 4055 International Plaza, Suite 200, Fort Worth, Texas 76109;
phone 817 - 735 -7406; fax 817- 735 -7492; email jlb @freese.com.
FNI's Accounting Representative — Jana Collier, 4055 International Plaza, Suite 200, Fort Worth, Texas
76109; phone 817 - 735 -7354; fax 817 - 735 -7496; email jvc @freese.com
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ATTACHMENT CO
COMPENSATION
LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER
A. Basic Services: Compensation to FNI for the Basic Services in Attachment SC shall be the lump sum of
One Hundred Four Thousand Dollars ($104,000). 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 OWNER for OWNER's approval before proceeding.
Additional Services shall be computed based on the Schedule of Charges.
B. Schedule of Charges for Additional Work:
Staff Member Salary Cost Times Multiplier of 2.206
Resident Representative Salary Cost Times Multiplier of 2.0
Salary Cost is defined as the cost of payroll of engineers, draftsmen, stenographers, surveymen, clerks,
laborers, etc., for the time directly chargeable to the project, plus social security contributions,
unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity
payments, sick leave, vacation and holiday pay applicable thereto. (Salary Cost is equal to 1.632 times
payroll. This factor is adjusted annually).
Other Direct Expenses Actual Cost Times Multiplier of 1.10
Other direct expenses shall include outside printing and reproduction expense, communication expense,
travel, transportation and subsistence away from the FNI office and other miscellaneous expenses
directly related to the work, including costs of laboratory analysis, test, and other work required to be
done by independent persons other than staff members. For Resident Representative services performed
by non -FNI employees and CAD services performed In -house by non -FNI employees where FNI
provides workspace and equipment to perform such services, these services will be billed at cost times a
multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the
same or similar services.
Rates for In -house Services
Computer Printing
$10.00 per hour Black and White
$0.10 per copy
Plotter Color
Bond $ 2.50 per plot $0.50 per copy
Special $ 5.00 per plot
Color $ 5.75 per plot Binding
$5.75 per book
Testing Apparatus
Density Meter $700.00 per month
Gas Detection $ 20.00 per test
3 -10 -04
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10 -25 -07 ATTACHMENT TC
TERMS AND CONDITIONS OF AGREEMENT
1. DEFINITIONS: The term Owner as used herein refers to the City of Coppell, Texas . The term
FNI as used herein refers to Freese and Nichols, Inc., its employees and agents; also its subcontractors and their employees
and 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 FNI's cost of, or the time required for, the performance of any part of the Services
wider 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 may be 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 of product, Toss of use 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 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. 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 hold FNI
harmless from any and all claims and judgments, and all losses, costs and expenses arising therefrom. FNI shall disclose to
Owner, prior to use thereof, defects or omissions in the data, design criteria, drawings, specifications or other information
furnished by Owner to FNI that FNI may reasonably discover in its review and inspection thereof.
6. 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 $2.000 Each Accident S500
Automobile Liability (Any Auto) Professional Liability
CSL $1,000 $3,000 Annual Aggregate
7. 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.
8. 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 FNI's 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 FNI's 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 FNI's 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.
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9. 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 perfonning 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 FNI's 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.
1 1. 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 of work to determine in
general ifthe 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 he due and payable upon submission of a statement for services to OWNER and in acceptance of the
services as satisfactory by the 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 FNI'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.
1 3. 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 of the other, except to
the extent that any assignment, 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.
1 s. 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.
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