ST0301-CN080215
AGREEMENT FOR PROFESSIONAL SERVICES
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STATE OF TEXAS
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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:
1. 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 G 1 LOMR Flood Study
II. SCOPE OF SERVICES: FNl 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.
m. COMPENSATION: CITY agrees to pay FNl 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. FNl 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 FNl's services are delayed or suspended by CITY, or if FNl' 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 FNl 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 FNl.
Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT to anyone
other than CITY and FNl, and all duties and responsibilities undertaken pursuant to this AGREEMENT will be for
the sole and exclusive benefit of CITY and FNl and not for the benefit of any other party.
This AGREEMENT constitutes the entire AGREEMENT between CITY and FNl 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 Coppell
(CITY) /1
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Freese and Nichols, Inc.
(FNl)
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By:
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ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSffilLITIES 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
confinning 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 DFRIM 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.
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PHASE II:
Dam 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.
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Compare hydraulic model results to PIS study to insure project limits tie into the effective profile.
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SC-2
E.
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. HEC-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
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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 IT
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.
1. Preparing Operation and Maintenance Manuals or conducting operator training.
J. 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.
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CITY
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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 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:
. 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.
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ARTICLE IV
RESPONSffiILITIES 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 FNl to enter upon public and private property as
required for FNl 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 FNl.
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.
1. Give prompt written notice to FNl whenever CITY observes or otherwise becomes aware of any
development that affects the scope or timing of FNl' s services, or any defect or nonconformance of the
work of any Contractor.
J. Furnish, or direct FNl to provide, Additional Services as stipulated in this agreement.
K. Bear all costs incident to compliance with the requirements of this section.
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FNI-&
CITYo-
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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: C,1'2-3D~-?67 0
E-mail: kmarvin@ci.coppell.tx.us
CITY's Accounting Representative -
Name: RHoNIJA A-DlOo
Address: 2i~ ~A~KW~ t3L\Jf)ke"fflt..1X 15D}'1
Phone: q 1_,,:-3_ 4- - 3 to fe;, /
Fax: Cf12- 3D'+- 70 Lf I
E-mail: racltoo~c.i.coppell..he.us
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
FNI's Project Manager -
FNI's Accounting Representative-
Bill Grozdanich
1701 N Market Street, Suite 500 LB 51
Dallas, Texas 75202
Phone: 214-217-2254
Fax: 214-217-2201
E-mail: big:@freese.com
SC-7
FNJ*
CITer
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COMPENSA TION
ATTACHMENT RPR
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
Data Collection
Hydrologic Analysis
Hydraulic Analysis
Deliverables/Expenses
Total
$ 8,800
$ 6,023
$ 7,891
$16,476
$ 8.554
$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 Chare:es for Additional Work:
POSITION
PRINCIPAL
GROUP MANAGER
SENIOR ENGINEER
ENGINEER (PE)
ENGINEER (EIT)
ELECTRICAL ENGINEER
MEC~CALENGINEER
ENVIRONMENTAL SCIENTIST
ARCHITECT
LANDSCAPE ARCHITECT
SENIOR URBAN PLANNER
URBAN PLANNER
SR. CONSTRUCTION CONTRACT ADMINISTRATOR
CONSTRUCTION CONTRACT ADMINISTRATOR
GIS COORDINATOR
GIS ANALYST
DESIGNER
TECHNICIAN
OPERA nONS ANALYST
CONTRACT ADMINISTRATOR
WORD PROCESSING/SECRETARIAL
CO-OP
The ranges and individual salaries will be adjusted annually.
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CO-l
MIN
200
200
155
115
85
85
70
55
55
100
125
70
105
70
105
60
50
45
75
65
45
45
MAX
260
260
205
165
120
170
170
160
150
150
200
100
150
115
115
100
130
100
105
95
85
60
ATTACHMENT RPR
EXPENSES
Plottine:
Bond $ 4.00 per plot
Color $21.50 per plot
Vellum $11.50 per plot
Mylar $15.00 per plot
Printine:
BluelineslBlacklines
Offset and Xerox Copies/Prints
Color Copies/Prints
Binding
$0.55 per square foot
$0.10 per side copy
$0.50 per side copy
$5.75 per book
Computer
Computer Usage
$1O.00/hour
Travel
50.51t 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.
CO-2
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FNI
CITY . .
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0]-01-02
A TT ACHMENT TC
TERMS AND CONDITIONS OF AGREEMENT
]. DEFINITIONS: The term Owner as used herein refers to the t . TheteJmFNI
as used herein refers to Freese and Nichols, Inc., its employees and age ; 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 FNl's cost of, or the time required for, the performance of any part of the Services
under the AGREEMENT, an equitable adjustment will be made by mutual agreement and the AGREEMENT modified in
writing accordingly.
3. TERMINA TlON: The obligation to provide services under this AGREEMENT may be terminated by either party upon ten
days' written notice. In the event of termination, Thl willbe paid for all services rendered and reimbursable e>"'Penses incurred
to the date oftermination and, in addition, all reimbursable expenses directly attributable to termination.
4. CONSEQUENTIAL DAMAGES: In no event shall FNl 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, loss of use of the
equipment or system, loss of anticipated profits or revenue, non-operation or increased e>"'Pense of operation or other
equipment or systems.
5. INFORMA TlON FURNISHED BY OWNER: Owner will assist FNl by placing at FNl's disposal all available information
pertinent to the Project including previous reports and any other data relative to design or construction of the Project. FNl
shall have no liability for defects or negligence in the Services attributable to FNI's reliance upon or use of data, design
criteria, dra~ings, specifications or other information furnished by Owner and Owner agrees to indemnify and hold FNl
harmless from any and all claims and judgments, and all losses, costs and expenses arising therefrom. FNl 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 FNl that FNl may reasonably discover in its review and inspection thereof.
6. INSURANCE: Thl shall provide to Owner certificates of insurance which shall contain the following minimum coverage
(All limits in thousands):
Commercial Genera) Liability
General Aggregate $2,000
Workers' Compensation
Each Accident $500
Automobile Liability (Any Auto)
CSL $1,000
Professional Liability
$3,000 Annual Aggregate
7. SUBCONTRACTS: If, for any reason, at any time during the progress ofproviding Services, Owner determines that any
subcontractor for FNl is incompetent or undesirable, Owner will notify FNl 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 ofFNl's fees for
services. FNI may retain copies for record purposes. Owner agrees such documents are not intended orrepresented to be
suitable for reuse by Owner or others. Any reuse by OVl'Iler or by those who obtained said documents from OVl'Iler without
'WTitten verification or adaptation by FNI will be at OVl'Iler's sole risk and without liability or legal exposure to FNl, or to
FNI's independent associates or consultants, and OVlTIer shall indemnify and hold harmless FNl and FNrs 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 FNl to further reasonable compensation. FNl 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 FNl will be at FNI's sole risk and without liability or legal exposure
to Owner, and FNI shall indemnify and hold harmless OVl'Iler from all claims, damages, losses and expenses including
attorneys' fees arising out of or resulting therefrom.
FN1-N-
OWNERtT
L
9. POLLUTAI~TS AND HAZARDOUS WASTES: It is understood and agreed that FNJ has neither created nor
contributed to the creation or existence of any hazardous, radioactive, to:uc, 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 parries agree that in performing
the Services required by this AGREEMENT, Thl 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: FNJ 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 ThT} hereunder will be made on the basis ofFNJ's e"-l'erience 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 detern:Uning their prices.
11. CONSTRUCTION REPRESENT A TION: 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 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 FNJ does not guarantee the Contractor's performance, nor
is FNJ 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 FNTs 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 ThTJ based on the amount of services completed. Payment for the
services ofFNI shall be due and payable upon submission of a statement for services to O'WNER. Statements for services
shall not be submitted more frequently than montbJy. 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 B-IT for services and expenses within thirty (30) days after receipt ofFNI'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
AGREElv1ENT may include the other party to this AGREEMENT without their approval.
14. SUCCESSORS AND ASSIGNMENTS: OWNER and FNl 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 Thl 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.
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.
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FNI '
OWNER L