HomeMy WebLinkAboutPR 20707: AGREEMENT WITH FREESE AND NICHOLS, INC., GIS City n1
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INTEROFFICE MEMORANDUM
Date: April 12, 2019
To: The Honorable Mayor and City Council
Through: Rebecca Underhill, CPA, Interim City Manager
From: Pamela D. Langford, Development Services Manager OD
Cc: Ronald "Ron" Burton, Director of Development Services
RE: P.R. NO. 20707 —A resolution authorizing the City Manager to enter into
an agreement with Freese and Nichols, Inc. for professional services for
GIS Server and Database Maintenance and GIS Tasks to support the
NFIP/CRS activities.
Introduction:
The intent of this Agenda Item is to request that City Council authorize the City Manager
to enter into an agreement with Freese and Nichols, Inc. for professional services for
GIS Server and Database Maintenance and GIS Tasks to Support the National Flood
Insurance Program/Community Rating System activities and additional services as
authorized by the City in the amount not-to-exceed $25,000.00.
Funding available is GIS Professional Services Account No. 001-1050-517.54-00.
Background:
On March 13, 2018, City Council approved Resolution No. 18-088, authorizing an
agreement with Freese and Nichols, Inc. for professional services for Geographic
Information System (GIS) Server and Database maintenance and additional services
as deemed necessary for the City, in an amount not-to-exceed $25,000.00 annually.
This is the first renewal of the on-call agreement authorized by City Council on March
13, 2018.
A request was submitted for funding for this project for the current fiscal year (FY18-
19). The project was described as an "on-call service agreement with Freese and
Nichols, Inc. for GIS Maintenance (as mandated by the City's IT Department)" and
approved by City Council as part of the budget process.
Freese and Nichols, Inc. was selected as the professional of choice because of their
demonstrated competence and qualifications in the field as mandated by Texas Local
Government Code Sections 2254.002 and 2254.00.
Budget Impact:
An annual budgetary impact not-to-exceed $25,000.00. Funding available in GIS
Professional Services Account No. 001-1050-517.54-00 as budgeted for FY18-19.
Recommendation:
It is recommended that City Council approve P.R. No. 20707, authorizing the City
Manager to enter into an agreement with Freese and Nichols, Inc. for professional
services for GIS Server and Database Maintenance and GIS Tasks to Support the
National Flood Insurance Program/Community Rating System activities and additional
services as authorized by the City in the amount not-to-exceed $25,000.00.
Funding available is GIS Professional Services Account No. 001-1050-517.54-00.
"Remember, we are here to serve the Citizens of Port Arthur"
P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743
P.R. NO.20707
04/12/2019 PDL
PAGE 1 OF 12
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER
INTO AN AGREEMENT WITH FREESE AND NICHOLS, INC. FOR
PROFESSIONAL SERVICES FOR GEOGRAPHIC INFORMATION
SYSTEM (GIS) SERVER AND DATABASE MAINTENANCE AND
GIS TASKS TO SUPPORT THE NATIONAL FLOOD INSURANCE
PROGRAM (NFIP)/COMMUNITY RATING SYSTEM (CRS)
ACTIVITIES AND ADDITIONAL SERVICES AS AUTHORIZED BY
THE CITY IN THE NOT-TO-EXCEED AMOUNT OF $25,000.00;
FUNDING AVAILABLE IN GIS PROFESSIONAL SERVICES
ACCOUNT NO. 001-1050-517.54-00.
AGREEMENT WITH FREESE AND NICHOLS, INC.
WHEREAS, City Council approved Resolution No. 18-088, authorizing an
agreement with Freese and Nichols, Inc. for professional services for Geographic
Information System (GIS) Server and Database maintenance and additional services as
deemed necessary for the City, in an amount not-to-exceed $25,000.00 annually; and,
WHEREAS, the City Council of the City of Port Arthur (City Council) seeks the
benefit of reliable on-call GIS services for database maintenance and GIS tasks in
connection with NFIP CRS activities and other GIS services deemed necessary for the
City; and
WHEREAS, the City of Port Arthur (City) is a Home Rule municipality empowered by
Texas Local Government Code Section 51 .072 to self-govern: and
WHEREAS, the City has the authority to enter into a professional services
agreement under Article XIV, Section 5 of the Charter of the City of Port Arthur; and
WHEREAS, the City Council may adopt an ordinance, rule. or police regulation that
is necessary or proper for carrying out a power granted by law to the City under Texas
Local Government Code Section 51 .001(2); and
WHEREAS, the City Council desires to contract with Freese and Nichols, Inc. for
P.R.NO.20707
04/12/2019 PDI.
PAGE 2 OF 12
the provision of on-call GIS services for database maintenance and GIS tasks in
connection with NFIP CRS activities and other GIS services deemed necessary for the
City, as delineated in Attachment "A"; and
WHEREAS, the City will request services under this contract on an as needed basis;
and,
WHEREAS, services shall be computed on the basis of the Schedule of Charges, as
delineated in Attachment "A", but shall not exceed $25,000.00 annually.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Port
Arthur, Texas:
Section 1. That all of the above premises are hereby found to be true and correct
legislative and factual findings of the City Council of Port Arthur, and are hereby
approved and incorporated into the body of this Resolution as if copied in their entirety.
Section 2. That this Resolution adopts and otherwise enters into with Freese and
Nichols, Inc., the contract document entitled, "Agreement for Professional Services,"
which is attached hereto and incorporated herein (Attachment "A").
Section 3. That the City Council authorizes the City Manager to execute the
attached contract documents with Freese and Nichols, Inc. on behalf of the City.
Section 4. That this Resolution shall take effect immediately from and after its
passage and publication as may be required by governing law.
Section 5. That all Ordinances or Resolutions in force when the provisions of this
Resolution become effective which are inconsistent or in conflict with the terms and
provisions contained in this Resolution are hereby repealed only to the extent of any
such conflict.
P.R.NO.2071)-
04/12/2019 PDI.
PAGE OF 12
Section 6. That it is hereby declared to be the intention of the City Council that the
phrases, clauses, sentences, paragraphs and sections of this Resolution or the policy
adopted by this Resolution be severable, and if any phrase, clause, sentence,
paragraph or section of this Resolution shall be declared unconstitutional by the valid
judgment or decree of any court of competent jurisdiction, such unconstitutionality shall
not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of
this Resolution, and the remainder of this Resolution shall be enforced as written.
Section 7. That it is hereby officially found and determined that the meeting at
which this Resolution was passed was open to the public as required and that public
notice of the time, place and purpose of said meeting was given as required by the
Open Meetings Act, Chapter 551 of the Texas Government Code.
READ, ADOPTED & APPROVED, this day of April, A.D. 2019, at a
regular meeting of the City Council of the City of Port Arthur, Texas by the following
vote: Ayes:
Mayor:
Council members:
NOES:
Derrick Ford Freeman, Mayor
ATTEST:
Sherri Bellard, TRMC, City Secretary
P.R.NO.20707
04/12/2019 Pot.
PAGE 4 OF 12
APPROVED AS TO FORM:
o bel 4 o�
Vales Tizeno, City Attorney
APPROVED FOR ADMINISTRATION:
Rebecca Underhill, CPA, Interim City Manager
Ronald "Ron" Burton, Assistant City Manager-Operations/
Director of Development Services
APPROVED FOR THE AVAILABILITY OF FUNDING:
interim Finance Direct Band Iktniels
Clifton Williams, CPPB, Purchasing Manager
P.R.NO.20707
04/12/2019 P1)1
PAGE 5 OF 12
Attachment "A"
Agreement for Professional Services with
Freese and Nichols, Inc.
Ree 12 15
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS §
COUNTY OF JEFFERSON §
This Agreement is entered into by the City of Port Arthur,Texas hereinafter called"City"and Freese and Nichols,
Inc.,hereinafter called"FNI." In consideration of the Agreements herein, the parties agree as follows:
I. EMPLOYMENT OF FNI: In accordance with the terms of this Agreement:City agrees to employ FNI;
EN! agrees to perform professional services in connection with the Project; City agrees to pay to FNI
compensation. The Project is described as follows: On-Call GIS Services for the City of Port Arthur.
El. SCOPE OF SERVICES: FNI shall render professional services in connection with Project as set forth
in Attachment SC -Scope of Services and Responsibilities of City which is attached to and made a part
of this Agreement.
III. COMPENSATION: City agrees to pay FNI for all professional services rendered under this Agreement
in accordance with Attachment CO - Compensation which is attached hereto and made a part of this
Agreement. FNl shall perform professional services as outlined in the '`Scope of Services" on an hourly
basis not to exceed$25,000. Details concerning the fee are included in Attachment CO.
If FNI's services are delayed or suspended by City, or if FN1's services are extended for more than 60
days through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of
compensation to reflect reasonable costs incurred by FNI in connection with such delay or suspension and
reactivation and the fact that the time for performance under this Agreement has been revised.
IV. TERMS AND CONDITIONS OF AGREEMENT: The Terms and Conditions of Agreement as set forth
as Attachment TC shall govern the relationship between the City and FNI.
Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other
than City and FNI, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole
and exclusive benefit of City and FNI and not for the benefit of any other party.
This Agreement constitutes the entire Agreement between City and FNI and supersedes all prior written or oral
understandings.
This contract is executed in two counterparts.
IN TESTIMONY HEREOF,they have executed this Agreement,the day of ,2019.
ATTEST: City of Port Arthur,Texas
(CITY)
By:
Print Name and Title
ATTEST: Freese and Nichols, Inc.
(FNI) /
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Print N e. d Title
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L`.Resources,.OLCR`P\PortArthur'd3IS On-CaIPContract\Renewal
ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF CITY
ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the development
of the Project: On-Call GIS Services for the City of Port Arthur.
SCOPE OF SERVICES:
Upon written authorization to proceed from the City, FNI shall perform geographic information system(GIS)
services necessary for: GIS server and database maintenance,GIS tasks to support National Flood Insurance
Program(NFIP)Community Rating System(CRS)activities.
A. Requesting and Authorizing GIS Services
City will request GIS services under this contract on an as needed basis. When GIS services are
required, City will submit a request to FNI detailing services to be provided. FNI shall submit a list
of proposed tasks and an estimate of resources necessary to provide requested services to City for
authorization prior to proceeding. Compensation to FNI shall be made by the City based upon the
actual effort required to complete each task. FNI shall notify the City if the performance of a task will
exceed the agreed to effort and will not proceed with performance of the task without authorization
from the City. For purposes of this Agreement, email correspondence is sufficient.
B. Required Task Elements
1. GIS server and database maintenance type tasks shall include: support requested by the GIS
Coordinator including, but not limited to, required periodic ArcGIS server maintenance tasks;
technical support and updates for the City's My Government Services, Park Locator, Community
Addressing and Land Use Public Notification web applications;technical support,training and/or
development of data collection services using Collector for ArcGIS Online. These services may
be performed remotely, or, if requested by the GIS Coordinator,these services will be performed
in person.
2. GIS tasks to support CRS activities shall include: support requested by the GIS Coordinator
including, but not limited to, researching required mapping deliverables; attending City CRS
meetings either in person or via conference call; conducting field investigations as necessary and
approved by the City to develop accurate severe repetitive loss area mapping; developing any
requested mapping to support CRS activities as directed by the City.
C. Report Submittals
Unless hard copies are requested by the City, FNI shall submit draft and final mapping to the City
electronically, in Adobe portable document file(PDF)format,unless an alternate electronic format is
requested by the City. In addition, FNI shall submit shapefiles used to develop the final mapping.
D. As Needed Services
For services not defined above, FNI will negotiate a scope and fee to add an additional task to the
project
L,Resources'OLCR\P\PortArthur\GIS On-Call'•Contract'Renewal ENI--�
SC-1 CITY
ARTICLE II
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. 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.
B. Preparing applications and supporting documents for government grants, loans, or planning advances
and providing data for detailed applications.
C. Related planning services that can be integrated into the GIS system.
D. 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.
E. 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.
F. Preparing statements for invoicing or other documentation for billing other than for the standard
invoice for services attached to this professional services agreement.
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 by the end of April 2020.
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 delay's may result in an adjustment to compensation as outlined on the face of this Agreement and in
Attachment CO.
ARTICLE IV
RESPONSIBILITIES OF CITY: City shall perform the following in a timely manner so as not to delay the
services of FNI:
A. Provide meeting space and coordinate equipment needs, room set up, and logistics for meetings
outlined in Article 1.
B. Contact meeting invitees for stakeholder and public meeting. This includes email, mail, newsletter or
other forms of notification.
C. 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.
L\Resources\OLCR\P\PortArthur\GIS On-Call Contract Renewal
SC-2 CITY
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 and provide prompt feedback on all submittals, draft reports, sketches, drawings, and other
documents presented by ENI within a reasonable time so as not to delay the services of FNI.
F. Furnish,or direct FNI to provide,Additional Services as stipulated in Attachment SC,Article II of this
Agreement or other services as required.
G. Bear all costs incident to compliance with the requirements of this Article IV.
ARTICLE V
DESIGNATED REPRESENTATIVES: FNI and City designate the following representatives:
CITY's Designated Representative— Name:
Address:
Phone:
Email:
CITY's Accounting Representative Name:
Address:
Phone:
Email:
FNI's Designated Representative Shad Comeaux,AICP.
11200 Broadway St., Suite 2320
Pearland,Texas 77584
(832)456-4700
sec@freese.com
FNI's Accounting Representative— Stephanie Kirchstein
2711 North Flaskell Avenue, Suite 3300
Dallas,Texas 75204
(214) 217-2212
Stephanie.Kirchstein@freese.com
L 1Resources'OLCR\PWortArtnur',GIS On-Call\Contract\Renewal
SC-3 CITY
ATTACHMENT CO
Compensation
Compensation to FNI for Basic Services in Attachment SC shall be computed on the basis of the Schedule of Charges, but shall
not exceed Twenty-Five Thousand Dollars ($25,000.00). 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.
Schedule of Charges:
Position Min
Professional 1 75 138
Professional 2 101 186
Professional 3 127 208
Professional4 142 224
Professional 5 170 284
Professional 6 179 365
Construction Manager 1 93 166
Construction Manager 2 102 174
Construction Manager 3 140 192
Construction Manager 4 176 260
CAD Technician/Designer 1 62 119
CAD Technician/Designer 2 91 141
CAD Technician/Designer 3 118 189
Corporate Project Support 1 45 115
Corporate Project Support 2 68 156
Corporate Project Support 3 90 244
Intern/Coop 40 78
Rates for In-House Services
Technology Charge Bulk Printing and Reproduction
$8 50 per hour B&W Color
Small Format(per copy) $0.10 $0.25
Travel Large Format(per sq.ft)
Standard IRS Rates Bond $0.25 $0.75
Glossy/Mylar $0.75 $1.25
Vinyl/Adhesive $1.50 $2.00
Mounting(per sq.n.) $2.00
Binding(per binding) $0.25
OTHER DIRECT EXPENSES:
Other direct expenses are reimbursed at actual cost limes a multiplier of 1.10. They 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 approdmates the cost to FNI if an FNI
employee was performing the same or similar services.
These ranges and rates will be adjusted annually in February. Last updated February 2019.
140022019
L',Resources',OLCR\P1PortArthurGIS On-Call'•Contract
CO-I CITY
12-01-16 ATTACHMENT TC
TERMS AND CONDITIONS OF AGREEMENT
1. DEFINITIONS: The term Owner as used herein refers to the City of Port Arthur,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 under the Agreement,an equitable adjustment will be made by mutual agreement and the Agreement modified in
writing accordingly.
3. TERMINATION: The obligation to provide services under this Agreement 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,loss 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 FM 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:
Commercial General Liability Workers'Compensation
General Aggregate $2,000,000 Each Accident $1,000,000
Automobile Liability(Any Auto) Professional Liability
CSL S 1,000.000 $3,000,000 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 FM 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 FM will be at Owner's sole risk and without liability or legal exposure to FNI, or to FN1'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 FN1'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.
Page 1 of 2
FN _
OWNER
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 performing
the services,and is not therefore responsible for the existence of any pollutant present on or migrating from the site. Further,
FNI shall have no responsibility for any pollutant during clean-up,transportation,storage or disposal activities.
10. OPINION OF PROBABLE COSTS: FNI will furnish an opinion of probable project development cost based on present
day cost,but does not guarantee the accuracy of such estimates. Opinions of probable cost,financial evaluations,feasibility
studies,economic analyses of alternate solutions and utilitarian considerations of operations and maintenance costs prepared
by FM hereunder will be made on the basis of FM's experience and qualifications and represent FM'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.
11. CONSTRUCTION REPRESENTATION: If required by the Agreement,FNI will furnish Construction Representation
according to the defined scope for these services. FNI will observe the progress and the quality 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 FNI does not guarantee the Contractor's performance, nor is FNI
responsible for the supervision of the Contractor's operation and employees. FN! 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. FM 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 o f the work of the Project. If Owner designates a
person to serve in the capacity of Resident Project Representative who is not a FNI's employee or FNI's agent,the duties,
responsibilities and limitations of authority of such Resident Project Representative(s)will be set forth in writing and made a
part of this Agreement before the Construction Phase of the Project begins.
12. PAYMENT: Progress payments may be requested by FNI based on the amount of services completed. Payment for the
services of FNI shall be due and payable upon submission of a statement for services to Owner 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.
13. ARBITRATION: No arbitration arising out of,or relating to,this Agreement involving one party to this Agreement may
include the other party to this Agreement without their approval.
14. SUCCESSORS AND ASSIGNMENTS: Owner and FNI each are hereby bound and the partners,successors,executors,
administrators and legal representatives of Owner and FNI are hereby bound to the other party to this Agreement and to the
partners,successors,executors,administrators and legal representatives(and said assigns)of such other party,in respect of all
covenants,agreements and obligations of this Agreement.
Neither Owner nor FM 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 FM 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