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TR9303-CS 930907NICHOLS, JACKSON, KIRK & DILLARD, L.L.P. Attorneys & Counselors at Law 1800 Lincoln Plaza 500 North Akard Dallas, Te×as 75201 (214) 954-3333 Facsimile (214) 954-3334 September 7, 1993 ROBERT L DILLARD. JR H LOUIS NICHOLS OF COUNSEL VIA FACSIMILE TRANSMISSION AND REGULAR MAIL Mr. Ken Griffin City Engineer City of Coppell P. O. Box 478 Coppell, Texas 75019 Re: Roadway Impact Fee Contract Dear Ken: Pursuant to your request, the undersigned reviewed the proposed contract between the City of Coppell, Texas and Johnson, Brickell, Mulcahy and Associates, Inc. for engineering services in connection with the preparation of a Roadway Impact Fee Ordinance~ Initially, we note that we must rely upon your expertise in determining whether the contract adequately describes the scope of engineering services to be provided to the City in the preparation of a Roadway Impact Fee Ordinance, pursuant to Chapter 395 of the Local Government Code. We do recommend the following provisions be added to the paragraph: 1. Consultant shall devote such time as is reasonably necessary for the satisfactory performance of the duties under this agreement. Should the City require additional services not included under this agreement, the Consultant shall make reasonable effort to fit such additional services into the time schedule without decreasing the effectiveness of performance of the duties required under this agreement. 2. This agreement constitutes the sole and only agreement of the parties and supersedes any prior understanding or written or oral agreements between the parties respecting this subject matter. 3. If any action at law or in equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees, in addition to any other remedy to which the party September 7, 1993 Page 2 may be entitled. 4. The validity of this agreement and any of its terms or provisions, as well as the rights and duties of the parties, shall be governed by the laws of the State of Texas, and any venue for any action concerning this agreement shall be in Dallas County, Texas. 5. This agreement may be amended by the mutual agreement of the parties to it, in a writing to be attached to and incorporated in this agreement. 6. In the event any one or more of the provisions contained in this agreement 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, and the agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in it. 7. It is the intent of this agreement to secure the personal services of the consultant, or a duly authorized and competent representative or representatives acceptable to the City. Failure of the consultant for any reason to make the personal service of such a person available to the City to the extent necessary to perform the services required skillfully and promptly shall be cause for termination of the contract. The consultant, its officers, agents and employees shall make themselves available to consult with the City, its officers, agents and employees at reasonable times concerning any matter pertaining to the subject matter of this agreement. 8. Acceptance by the consultant, his successor or assigns, of any payment made on the final statement for services under this agreement, or any final payment due on termination of this agreement, shall constitute a full and complete release of the City from all claims, demands and causes of action that the consultant, successor or assigns have or may have against the City under the provisions of this agreement. 9. The consultant shall not assert any claim arising out of any act or omission of any officer, agent or employee of the City in the execution or performance of this agreement against that officer, agent or employee. Those claims may be made against the City. 10. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the City or consultant, as the case may be, at the address set forth opposite the signature of the party. September 7, 1993 Page 3 In addition, since paragraph 4 of Article II provides that the consultant is entitled to fees based upon an hourly rate plus expenses not to exceed the sum of Forty-Five Thousand Dollars ($45,000.00), it would be in the City's best interest to be provided, prior to the execution of the agreement and within the invoices for services rendered, a breakdown as to the hourly charges and an itemization of the expenses. Also enclosed for your review is a copy of the DeSoto contract with Barton-Aschman, Inc. for the same or similar services. Thank you for your attention in this matter. Very truly yours, NICHOLS, JACKSON, KIRK & DILLARD, L.L.P. By: PeterG. S '- PGS/jd