(6/25/2007) Ken Griffin - RE: Bethel Road/Freeport XIV & XV Sto
5/2007) Ken Griffin - RE: Bethel Road/Freeport XIV & XV Storm Tie-ins
Pa
From:
To:
CC:
Date:
Subject:
Attachments:
"Bruce Barclay" <Bruce. Barclay@dukerealty.com>
"Bruce Barclay" <Bruce.Barclay@dukerealty.com>, "Kenneth M. Griffin (E-m...
"Jeff Turner" <Jeff. Turner@dukerealty.com>, "Jeff Thornton" <Jeff. Thornt...
9/30/2005 9:03 AM
RE: Bethel Road/Freeport XIV & XV Storm Tie-ins
Bethel Road Escrow Letter to Coppell 092905.PDF
This should have been attached to the previous email. I apologize for any confusion.
<<Bethel Road Escrow Letter to Coppell 092905.PDF>>
> -----Original Message-----
> From: Bruce Barclay
> Sent: Friday, September 30, 2005 8:46 AM
> To: Kenneth M. Griffin (E-mail); Garry D. Kraus (E-mail); Keith Marvin (E-mail)
> Cc: Jeff Turner; Jeff Thornton; Teddy Peinado; Chad A. Jackson (E-mail); Jack Evans
(E-mail)
> Subject: Bethel Road/Freeport XIV & XV Storm Tie-ins
>
> Ken,
>
> Attached you will find a copy of our response to your letter regarding the Storm Sewer Tie-in's at Bethel
Road. Also included is a copy of your original letter and the signed proposal from TranSystems. Originals
are being Fed X'd to you and TranSystems today.
>
> Per our attached letter, we will determine a dollar amount for these upgrades as soon as TranSystems
has completed their revisions. We will then review and come to agreement on the dollar amount and
place in escrow with The City of Coppell as requested.
>
> It is now my understanding that we may move forward with the construction of utilities for Freeport XIV &
XV once we address any comments your department may have during the review. I spoke with Keith
yesterday and I believe your initial review is almost complete and comments should be forwarded shortly.
>
> If you have any questions or wish to discuss this further please call me at my office or on my cell.
>
> Regards,
>
> Bruce S. Barclay - Project Manager
> Duke Construction
> Phone: 972-361-6700
> Direct: 972-361-6743
> Fax: 972-361-6800
> Cell: 214-878-3426
> www.dukeconstructiononline.com
>
5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppel! 092905.PDF
Pa
Duke
CONSTRUCTION
September 29, 2005
The City of Coppell
255 Park\vay Blvd.
Coppell, TX 75019
A TTN: Engineering Dept.
Re: Bethel Road I ~ ST 99-05/Freeport XIV&..Y"l'Y
Duke Project IVO. FPN014s000
To Whom It May Concern:
ill response to your letter dated September 21,2005 from Kenneth M. Griffin to Craig Bond of
TranSystems (letter attached) Duke Constructiot1~ L.P. agrees to pay for engineering and construction
costs required for the tie-in of storm sewer from the Freeport XIV & XV site to the future Bethel Road
storm drainage system. In addition, Duke agrees to pay for approximately C200 linear feet of 5'
sidewalk to be constructed by The City of CoppeH with the Bethel Road I project.
To ensure funding for the above, Duke Construction will place in escrow a dollar amount based upon a
scope of work and estimate prepared by Pacheco Koch Consulting Engineers and agreed upon by both
parties. This estimate will be prepared upon TranSystems' completion of the Bethel Road I plan
revisions required for the tie-in. If in the event actual construction costs vary from the escrow amount
either Duke Construction shall pay the overage amount or be issued a refund check by The City of
Coppell for the remaining escrow balance.
Should you have any questions regarding this matter, please do not hesitate to call me at the office at (972)
361-6743.
Sincerely,
~~
Project Manager ~ Duke Construction
Encl~ Letter from Kenneth Griffin dated 9-21-05
TranSystems Signed proposal
cc: Jeff Turner - Duke Realty Corporation
Teddy Peinado - Duke Construction, L.Po
Chad J ackson ~ Pacheco Koch
Jack Evans - Pacheco Koch
File
5495 Belt Line Road
Suite 360
Dallas, TX 75254
972.361.6700
www.dukerealty.com
Atlanta
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Dallas
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5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppell 092905.PDF
Pa
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TH~.CITY'OF
corrELL
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A.s ' ~
September 21,2005
Mr. Craig Bond, P.E.
TransSystems Corporation
3010 LBJ Freeway~ Suite 990
Dallas, Texas 75234
RE: Bethel Road I
ST 99-05
Pacheco Koch I Duke Construction Drainage Request
Dear Mr. Bond:
The city has reviewed your letter dated September 13, 2005 regarding Duke Constmction's
request to discharge storm water from the parking lot of two proposed buildings into the
currently designed drainage system for Bethel Road. Your findings indicate that the
proposed storm water discharge can be accommodated through the upsizing of Line D and
that the 25-year capacity of the four 10' x 5' box culverts is sufficient to handle the
additional flows.
The city has no objections to TranSystems upsizing Line D to accommodate the storm '
drain water from the proposed development. It is understood that Duke Construction is
responsible for TranSystem's engineering costs associated with the up sizing of Line D and
for all revisions to the Bethel Road I construction plans related to proposed development.
The city will need to review the revisions prior to the plans being finalized.
Should you have any questions or need any additional information, please advise.
Sincerely,
1(~ rf+-
Kenneth M. Griffin, P.E.
Director of Engineering/Public Works
Office: 972/304...3686
Fax: 972/304-7041
E-mail: kgriffin@ci.coppelLtx.us
cc:
Bruce Barclay, Duke Construction
C. Jack Evans, P .E., Pacheco Koch
i
-*-
"5 I.. :100&
2.35 PA1'l:KWAY '* P,O.80X P47S '* CCPPEIL.L TX 7:30~ SI '!!r Tl!L 972/452 QO.a.~ * FAX 97~/.304 3e73
5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppell 092905.PDF
Pa
09/29/2005 16:0~~ ~~2809?15 ._"__. TRANSYSTEMS DALLAS
~ - ...----
141 002
T~SYSTEMS Jl:~~
~~T/~'" I/.I~
CON S u L T A .N T ~
September 29, 2005
Mr, Bruce Barclay
Dul<e Construction
5495 Belt Line Roa~ Suite 360
Dallas., TX 75254
Fax: 972-361-6800
Re: Letter Agreement for Civil Engineering
Bethel Road Plan Revisions
Coppelt, Texas
Dear Mr. Duke:
This letter details the services TranSysteIlls proposes to perform for Duke Construction in
connection with the Project, the pricing at which TranSystems proposes to perform these
services, the schedule for completing these services and the assumptions upon which
'"'ranSystems has based this proposal. If the proposal outlined in this letter is acceptable to Duke
Construction, TranSystems requests that Duke Construction indicate its acceptance. of this
proposal by executing this letter agreement in the space provided below.
SCOPE OF SERV1CES
In connection with tbe above referenced Project, TranSystems shall revise the City of Coppell's
Bethel Road Plans to include revisions to Stonn Drain Line ''Dn and the addition of ~o median
openings.
The revisions to Storm Drain Line "Dn will include. the addition of tvlo new lateJ:als, the
relocation/modification of two proposed laterals and the upsizing of the proposed trunk line to
accommodate the increased flow. These changes will involve modifications to:
. Paving Plan & Profile Sheets 19-21
. Storm Drain Plan & Profile Sheets 54-56
. Storm Drain Lateral Sheet 58
In addition to the above sheet8~ the following sheets will also need to be revised td reflect the
changes discu~sed above:
. Project Layout Sheet 2
. Control Point Sheet 3
. ROW Acquisition Sheet 8
. Water & Sewer Sheets 42..43
3010 LSJ F-r'eQwc~ Suite 990 e Donas~ Texas 75234 Il Phon9~ (972) 280-9300 Fax: (972) 280-9715
5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppell 092905.PDF
Pa
09/29/2005 16:07 FAX 9722809715
_. ~ANSYSTEMS DALLAS
~003
.
. Box Culvert Plan & Profile Sheets 59-61
., SVlPPP Sheet 67
. Traffic Control Plan Sheets 691 71, 73., 75, 77 & 79
. Signing & Buttoning Sheet 80
. Lari.dscape Plan Sheets 113-114
. Irrigation Plan Sheets 121-122
CIVIL SERVICES
Transystems will revise the City of Coppell Bethel Road Plans as described above.. We propose
to provide the aforementioned services on an hourly basis~ in accordance with the attached rate
schedule, fOT a fee not to exceed $4,105,,00. .
Items not included in thbse proposals are: .
1. Reimbursable expenses such as mileage, overnight mail:) printing, reproduction an~ sales tax.
(these will be billed at cost)
Invoices will be sent monthly and will be based on TranSystems' estUnate of the total services
actuaJ 1 y completed as of the tir?e of billing. .
SCHEDULE
TranSystems will prepare a project schedule as pan of this contract to be mutually agreyd upon
by both parties.. We recognize your need to have these' Services completed as soon as possible
and TranSystems' will comple~e these services in a timely manner.
G~PROVlSIONS
Attached to and made a p~ of this Letter Agreement is a copy of TranSystems' General
Provisions. Duke Construction and TranSystems understand and agree that the General
Provisions are a part of this ~r Agreement and that .each are bound by terms and conditions
set forth in the General Pro~sipns.. In the event that there is any inconsistency or conflict
between the terms and conditi~s set forth in this Letter Agreement and the General Provisions,
the tenus and conditions set fofth in this Letter Agreement shall control..
The proposal outlined in this ~tter is valid for 30 days. :
5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppell 092905.PDF
Pa
~/2.~-.:O~~.6_: o~ ,FAX ~72~809!~._..~.._~~YSTEMS DA.LLAS
~004
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We sincerely appreciate the opportunity to work with Duke Construction on this Project.. If you
concur with the proposal outlined in this Letter of Agreeio.ent~ please execute the enclosed extra
copy and return it to TranSystems. Unless othcIWisc instructed by puke Construction in writing
at the time you return the executed copy of this Letter Agreementt TranSystems will consider the
executed Letter Agreelnent as our notice to' proceed. ,Please let us know if you have any
questions or need an y further infor.mation~
RATION CONSULTANTS
By:
ACCEPTANCE:
Duke Construction hereby accepts the proposal outlined:',above and does hereby engage
TranSystems to perform the Services described above~ on the terms and conditions set forth in
the foregoing Letter Agreement. Duke Construction: accepts and agrees to the 'terms and
conditions of the foregoing Letter Agreement (including the terms and conditions set forth the
Genernl Provisions attached hereto6) .
Duke Construction
By~
Printed Name:
Title:
Date:
5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppell 092905.PDF
09/29/2005 16:07 FAX 9722809715
~__ _r~SYSTEMS D~LLAS
, '
- - , --, ;;-,..
"'Attachmsnt All:
2005 SCHEDUlE OF ~TES
TranSystems Corporatio~ C~nsultants
3010 LBJ Freeway. su,te 990
Danas, Texas 752;34 '
(972) 280-9300: '
(Schedule of Hourly Rates as of ~i8D.u.ary 1, 200S~
Principal! Engineer V
Engineer IV
Engineer III
Engi!!eer II
Engineer I
Planner V
'Planner IV
Planner III
Planner IT
Planner I
Technician V
Technician IV
Technician III
Technician II
Technician 1
Surveyor N I RPLS
Surveyor ill
Surveyor II
Surveyor I.
GPS Survey Crew
Survey /4-Man Crew
Survey I 3...Man Crew
Survey /2-Man Crew
Inspector IV
Inspector ITl
Inspector II
Inspector I.
Administrator III
Administrator II
Administrator I
Clerical III
Clerical IT
Clerical I
$ 210.00
,$ 140.00
$ 120~OO
$ 105.00
$ '85.00
$ 150.00
$ 125.00
$ . 80~OO
, $ '80..00
$ . 65.00
. $ 115.00
$ 9SDOO
. $ 70.00
$ 60.00
. $ 50.00
, $ 100.00:
. $ 75.00
$ 55..00 .
$ 45.00 :
. $ 160aOO
$ 175.00
. $ .. 140.00
$ ,100.00
. $ 85.00
$ 80.00
, $ 65.00
. $ 55.00
. $ 70.00
. $ 55~OO
$ 50.00
$ 45.00
$ 40.00
$ 35aOO
Subcontra~ labor! material testing equip~~:printing and technical
photography, and all other direct job eJq)enses to. be paid at cost. Vehicle
mileage to be paid at the current lRS rate per:mlle.
~~:
CON: ,$ u l.. TAN i' $ .
Pa
III 005
5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppell 092905.PDF
Pa
TRANSYSTEMS DALLAS
[aJ 006
.
GENERAL PROVISIONS
These General Provisions are attached to and made a part 01 the LETTER AGREEMENT1 dated Sept 29. 2005.
behrVeen Duke Construction ("CLIENT") and TRANSYSTEMS CORPORA TtQN (IC'fRANSYSTEMS") in respect of the Project
describedtn the Letter Agreement. For purposes hereof1 the Letter Agreement, these General Provisions and any
attachments to the Letter Agreement or these General Provisions shall sometimes be collectively referred to as the
"Agreement". In consideration of the mutual covenants contained in the Letter Agreement and these General Provisions~
CLIENT and TRANSVSTEMS herein agree with respect of the performance of the Services (as described in the foregoing by
Letter Agreement)1 as follows:
SECTION 1: BASIC SERViCES OF TRANSVSTEMS
TRANsYSTEMS 81)alI provide CLieNT the professional services desoribad in the Scppe of Services section of the Letter
Agrssrnent (I.!Basic Services"). TRANSYSTEMS shall not be obligated to perform any work or services which are not pa~ of~ or are in
addition to. the BasIc Services ("Additional Services). TRANSYSTEMS shalt be entitled to reoeive compensation for a;ny Additional
Services which it performs for CLIENT and unless othelWise agreed by TAANSYSTEMS and CU6NT~ CUENT shall pay ~or Additional
Services by reimbul'$ing TRANSYSTEMS for the expenses it incurs in performing the Additional $Qrviees and for the ~ime spent in '
perfonning the Additional Services on the basis. of TRANSYSTEMS $chlildule of Rates and Expenses in effect at the time ~e Additional
Services are provided. TRANSYSTEMS shall not bo obligated to PQrform~ proVldsf furnish or obtain any Additional Setvic~s without the'
prior written authort~.tion of Cur=.NT. "Basic Servieeslll and "Additional Seuvice.er are sornetimes collectively t1:lferred ~to herein as
U&uvices.. :
l
i
CLIENT 'Will perform the duties mdentified in the Letter Agreernent~ if anYii anti in' addition win at all times C90perate with
TRANSYSrEMS in the performance of th~ Services and CLIENT shall perform such other duties" as are r:easonable lrequested by
TRAN$YSTEMS, from tima to time, to assi~t in the timery and efficient performance by TRA~SYSTEMS of,the Services. ;
SECTION 2: CLIENTS RESPONS1BILlTIES
SECTION 3: PERIODS OF SERVICE
, '
. . ;
3.1 Completion Date. If an anticipated date for the complellon of its Baaio Services'is set forth 1nlthe Schedule
section of the Letter Agreement (the "Completion Date,. such a Completion Da.te ia estimatedr but not guarantssd~ to be the date that the
Basic: Services will be completed. ,f the Completion Date is exceeded thi'Ough ~o fau~ of TRANSYSTEM$. all rates, measures and
compensation provided for under th~Agreement shall be subject to equitsbJe adjustment~ The Completion Date (and TF\ANSYSTEMS'
obligation to complete the Basic Services by such date) Is subject to reasonab~e exlensi~ns for the performance of Additional Services,
constructive changes or other extra work and ts subject to reasonable ~nsions for a Forcf Maj~ure Event. !
3.2 Force Miljeure~ For purposes hereof1 a flForce Majeure Eventlll'shaJl niean the occurrence of a failure ~r delay due to
circumstances beyond TRANSVSTEMSi controi ineludingg witnout limitation. acts of :God, acts of a publio enemy,! fires, floodst
earthquakss~ werst civil disturbances, sabotage~ accidents, insurrection, blockages, ~mbargoas, s.tOtmS~ exploSlons~ ~ catastrophes!
epidemics, damage to the Project, lack of access to Project, unavailable utilities and power, wa.ter, labor displ.rte$~ CUENra failure to
timely perform its obligations under this Agreement or other causes beyond TRANSYSTfSMr;;1 control. ;
~ECTION 4: PAYMENTS TO TRANSYSTEMS
: i
. . i
4.1 Monthly Invoices. TRANSYSTEMS shall submit by tha 25th of each monthf statements for Basic ilnd Additional
Serviees rendered. clearly identifylng thE Base and Additiona.l Services, separa.tety~ and ~r reimbursable expensss incur~, SUbmitting
copies of all receipts and Invoices for aU reimbursable expenses. CUSNT shaJl make prompt payments in response to TI1ANSYSTEMS
monthly statements. If CLIENT fails to make any payment due TAANSYSTEMS for se~es and expenses within ninety (90) days after
receIpt of TRANSYSTEMS1 statement thereforl TRANSYSTEMS shall be entitled interest ~n the unpaid amounts due TRA~SYSTEMS at
the lesser of~ i) 1.5 % per month; or~ ii) the highest rate of interest allowed under appJioaQJe law. The entire unpaiQ balance due
TRANSY$TEMS shall bear said rate of interest from the ninetieth day after CLIENT's receipt of TRANSVSTEMS3 stater(tsnt, untiJ the
entire unpaid balance has been paid to TRANSYSTEMS. 'n addition to being entitled to interest, TRANSYSTEMS may, ~r giving seven
(7) days written notice to CLIENT, suspend services. under this Agreement until TRANSYSTEMS has been paid in full all alJ"lounts due for
ServiceS, expenses, and charges, "
5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppell 092905.PDF
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09/29/2005 16: 08 FAX ~72~809~~ __, ._1'RANSYSTEMS DALLAS
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~007
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4..2 Payments after Termination. In the evant of tannination by CL1E~T to T~A~SYSTEMS under p~rag!llph 5.1,
TRANSYSTEMS wH! be paid for ServicaS rend,-red and ~xpenses ;~~rrad thro~gh the date~of termination ana TRANSYSTE~S shan aIs.o
be reimbursed for the ohargea of indepenofjnt professional a5$ociates and consultants employed by ~SYSTEMS to ~nder BaslO
Services or Additional Services and all reasonable demobilization costs incurred by TRAN~YSTEMS, includmg any oancsll~tion chal'Qes
by independent professional 8.SSQciatesl CQnsuItants and others performing or 1umiening Seqviees on the Project through TMNSYSTEMS,
and TRANSYSTEMS shall be paid for aU Additional SeNicss performrild and unpaId reimb~rsable expenses incurred throU~h the date of
the terminatton, unless termination is dUll to lack of performance~ ' :
SECTION 5: G'ENE~AL CONSlDERATIONS : I
: i
SECTION 5~1~ Termination. The obligation to provide further servioes under this Agre~ment may be tafTI1inated by Sithf' r party upon
seVQn (7) days' written notice to the other party in the event of su~stantial failure by the other party to perform ;n accordance lth the terms
hereof through no fault of the terminating party. ' :
, .
SECTION 5.,2p Reuse of Documents. AU doclIments, drawings, sketches, studies, analYsis. information. schedules, esti ates, reports
and other items prepared or furnished by TRANSYSTEMS (or TRANSYSTEMS' independent professIonal associates an consultants)
pursuant to this Agreement. inoluding, but not limited to Drawings and Specifications, are tlstrurnents.gf s~rvice in respect f the Project
and TRANSYSTEMS shall retain an O\Nnership and property interest therein w~gther' or n~ the Project is completed. Provi ed, however,
that such doeuments~ drawings. sketches. studies, analysis, information, schedules, estimates, reporte and other items am n t intended or
represented to be suitable for reuse by CLIENT or others on extensions of thSi Project or on any other project. MY reuse ithout written'
verification or adaptation by TRANSYSTEMS for the specific purpose intendEd will be at ~UENrs sole risk and without Ii Hity or legal
exposure to TRANSYSTEMS, or to TRANSYSTEMS' independent professional'associates or consuitants~ and CLIENT doe~ereby, to the
fullest extent permitted by law, ind~mn[fy and hold harmtess TRANSYSTEMS, TRAN SYST EMS' offioer. employees an agents and
TRANSVS1EMS' indep&lndent profllSSional associates ~d consultants from all claimsJ: suits, demands, damages~ Ii litles, los.ses~
expenses .~d ::OSIs. including ~ut not IImlled to reasonable atlorney'$lll~ and .oth~r costs ,:1 defense: llI'IsIng o.~t ~ or ~!iUfng therefrom.
SECT10f!.l 5.3... Ownership of Documents. Primary ownership of ~II design-~latQ'd d~ment$, for whioh TRAN~YSTEM h~s ~ived
cOmpensation. &~aJl ~side with the CLlENT. TRANSY$TEMS will provide the oJient h~d ~ and electronic files of aU d ign drawings
and specifioations as part of this contract . .: . '.
. .
SECTION 5.4. standard of Practice, Warrantiefl. SeIViCes pmrformed by' the TRANSYSTEMS under this Agre~msnt will be
conducted in a manner consistent with the level of care. diligence and skin ordinarilY pOSSe6$rJd and exercjsed by members of the
profession currently practicing in the same locality under simHar conditions. Except as expressly set forth above. no other r re&entations~
expressed or impliedl and no warranty or guaraTJk;Ja is included in this Ag~mant:l or in ~y document, drawing, sketch, S udy, analysis,
schedule, estimate. reportl opinion, specification and other imm prepared or furnished by TRANSYSTEMS (or T NSYSTEMS'
independent professional associates. and consultants) pursuant to this Agreement. ; TRANSYSTEMS makes no resentations,
covenants, warranties or guarantees, express or impliedl oilier than those . expressly set forth henainft IMPLIED WA RANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSe ARE SPECIFICAtL Y EXCLUDED. The parties' ri hts) liabUities,
responsibilities and remedies with respect to the Services) whether in contraot or otherwlse~ shall 'be exclusively those expre Iy set forth in
this Agreement.. : ~
SEcnON 5.5. Opinions of Cost and Schedllle. Since TRANSYSTEMS has no contf9) over the cost of labor, materiaJ I equipment or
services furnished by othersi or over the resources provided by others to meet constnJction or other p{oject schedul ,or aver the
methods of others in determining prices, or over competitive bidding or market conditions, TRANSYSTEMS' opinions of robable costs
(including probable Totat Project Costs a.nd Construction COS[) and of Project. schedules shall be made on the basis of T SY STEM SI
experfence and qualifications and represent TRANSYSTEMS' best judgment as an exPerienced and qualified professi nal engineBr~
famUiar wIth the construction industry; but TRANSYSTEMS cannot and does. not. guaran:tee that proposals, bids' or actu . Project costs
(Including Tota1 Project Costs or Construction Cos~s) will not vary from opinions of prob~ble cost prepared by TRANSY MS or that
actual schedules will not vary from the projecl:gd schedules prepared by TFf.ANSYSTEMS. :
SECTION 5.6. Ljmitatlon of ResponSibility, Jobslte SafetylTeehnlques. TRANSV$TEMS shan not 'have cOntrol over or charge of
and shall not be responsible for construction means, methods, techniques~ sequences or procedures, or for safety ptcsutions. and
programs in connection with the Proj9d: or any con1ractor~ subcontractor, vendor or ~er Project participant~ not un ar contra.ct to
TAANSYSTEMS (collectively the UOther Project Partiea11. in addition, TRANSYSTEMS s~ail not be responsible for: l) the f 'lure of any of
the Other Project Parties to fulfill their respective contra.otual responsibHities and obligations to CUENT or to comply with fJJderaJ, state or
looat laws, rules, regulations or eodes~ Ii) for the schedules of any of the Other Project f?artles or the failure of any of thJ.. OthQr F'roject
Partiss to oarry out thG'lir work in accordance with their respective agraements. TRANSY~T5MS sl1all not have control ovl r or charge of
5/2007) Ken Griffin - Bethel Road Escrow Letter to Coppell 092905.PDF
09/29/2005 16:08 FAX 9?2~8097~~,
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TRANSYSTEMS DALLAS
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and shall not be responsible for aets or omissIons of the Other Project Parties, or th~it agents or employees~ or of any l her persons
performing portions of ths work on the Project. : ~ "
5.6. consequentiil1 Damages. To the fulles1 extent permitted by Jaw, TRANSYSTEMS shall not. in any even, be 1iab~e to
CLIENT for any special, indirectl incidental or consequsntia1 damages, including, but. not Ii~}ted tol damages from delay, dis ribution. loss
of product, 'OS$ of use. loss of profits or revenue or increased cost of operation, ~he cost of capital or the eost of purchased 0 replacement
equipment~ &y$tems or power. :
5.7 Umitation of Liability. Omitted~
5.8 Survival.. The terms and conditions of this Section 5 snail ~urvive ~e termination of this Agreeme t and/or the
completion of the Services.
SECTION 6: SPECIAL PROVISIONS
SECTION 6.1. Conttact Documents. The Letter Agreement1 together wiih:these Gen~ra~ Provisions and wjth the 8d11b ~S1 schedlJles
and other attaohments identified in the Letter Agreement constitute the enfire agreemeJ1t between CLIENT and TRANS STEMS and
supersede aU prior written or oral understandings. The Letler Agreement, these, General Provisions and said Exhibltsr 8 hedules and
attachments may onty be amended, supplemented, modified, or canceled by a duly exeCl..lt~ written instrument.
SECTION 6.2. Ha:zardous Materlalsw Unless otherwise provided in this AQraernent, TRANSYSTE:MS shall hav~ no ra~ponsibmty for
the discovery, presence, handling, removal or disposal of or exposure of pers~ns to haza~ou3 materials in any form at thlB Project site.
How9ver~ TRANSYSTEMS shall report to CLIENT the presence and location of 'any hazardous material whieh it notice or which an
engineer of sjrnil~r ~kIU and experience should have noticed. :: , ",,: t
. . -to 1 . . 110 . ~ ... +' : ,"
SECTION 6~3 .' Disputes; A~orneys Fees. In tI1e event a dispute arie~s b~een :TRJ\NSYSTEMS and CL1eNT. egarding, the
application' 'or' interpretation of 'any provIsion of this Agreement, ot quality ',of Services' by. TRANSYSTEMS1 the: aggrieVrd. party shaH '
promptly: notify the other petty to'this Agreement of the dtsputs. bUt in no ewnt more than ~O days after such dispute arises If'the partieS
fail to ~o)ve the dispute within 20 days aftar receipt of such notiee, each patty,shan, witlj1in five days thereafter~ proc.eed 0 non-binding
mediation, With each party to bear its own costs and attomeYQ,l fees and 'the parties shall ~hare e:qually in the cost ,of the m.bdiator. In tha
event that the mediation is unsuccessful. the aggrieved party may elect to litigate its dispute with the other party. AU d~.S utes shall be
governed by the laws of the State of M'ISSOU ri and the jUrisdict19n and venue for: litigation between the parties shan be solely d exolusivaly
in Jackson County~ Missouri. In the event that either party hereto amploys ;an attorney to enforce any provision of this reement or to
colleot damages for default or breaoh :01 this Agreement, or pursue claims in :liligation or ar:bitration, the prevailing party in a y such action
shall be entitled to recover from tha other such attrJmeys' fees end costs of colleotion a.s the prevailing party may expen~ or incur with
respect thereto. In the event thad a settlement is reached beM~E:n the parties before a final: decision in any such Imgation or~rbitration,
then neither party shall be entitl~ to recover its attorneys ffiiliREi Of costs from the other anq neither party shall be responsib e for the other
party's atlQmey's fees or costs. un~ oIhe.wlse agreed by th1 parties. : : ~ ' ' .
SECTION 6.4 General. This A,greement shaH be gO~mad by and :interpreted in' accordance wlth the laws: of ssouri. This
Agreement shall not be assignatile by: CLIENT without the prio wlitten cons~nt 'of TRANSYSTEMS. This Agreement sha!1 b l binding upon
and shall inure to the benefit of t~e TF;tANSYSTEMS' and eLl N"rs respective:suceessors :and assigns. In the event that af portion or all
of this Agreement Is held to be void ar unenforceable, the parIJes agree to negotiate in goOd faith to reach an equitable ag emenl which
shall effect the intent of the parties a~ set forth )n this Agreement. No faUure by. ~lther partY to Insist on periorrnance of any t rmJ condition~
or instruction. or to exarci.s& any'right~or privilege included in ~iS Agreement~ ~d no wa~r of ~y breach shall constiMe waiver of any
,other or :ilIubsequent term, condition, instruotion, breach, rl ht or privilege., The parties acknowledge and agree that the tenns and
conditions of this Ag~eementt i~cluding but not limited to th sa relating to allocations and assumptions of, re'eases frQm, exclusions
against and limitations of liability" ha'i;& been freely and fairly ~egotiatad. Eac~ party ac)Qiowledges that in executing this ~greement :they
have relied solely on their own judgment, be!ief~ and knowledge\ and such advice as they :ma have reeeived from their OWh counsel, and
they have not been influenced by any. representation or statements made by:any other parw cOlJnsel. No provision !nriS Agnil'ilrnent
Is to be inlerpreled for or against: any raiW: becaule that party rr it" counsel drafted such P: si.... : '
Accepted: ,: CLIENT's Initials : 'TRANSYSTEM ~ Initials
I