HomeMy WebLinkAboutPR 17686: AGREEMENT WITH FREESE AND NICHOLS, INC. FOR GIS P.R. NO. 17686
05/14/2013 - PDL
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY TO ENTER INTO AN
AGREEMENT WITH FREESE AND NICHOLS, INC. FOR THE
IMPLEMENTATION OF THE ENTERPRISE GIS IMPLEMENTATION
PROGRAM — PHASE I IN THE NOT TO EXCEED AMOUNT OF
$135,000. FUNDING IS AVAILABLE IN ACCOUNT NUMBER 001-
1051- 517.54 -00.
WHEREAS, an agreement will be entered into by the City of Port Arthur, Texas,
hereinafter called "Owner" and Freese and Nichols, Inc., hereinafter called
"FNI "; and,
WHEREAS, FNI has been selected as the professional of choice because of their
demonstrated competence and qualifications in the field cis mandated by Government Code
Sections 2254.002 and 22.54.003; and,
WHEREAS, the City of Port Arthur is working towards realizing the benefits of GIS as a
tool to increase cost savings and make better decisions about Community assets; and,
WHEREAS, generating GIS -based maps will greatly improve communication between
different departments, disciplines and professional fields throughout the City organization; and,
WHEREAS, the use of GIS will lead to modernizing the way the City of Port Arthur
operates by centralizing record keeping and better monitoring information; and,
WHEREAS, the City of Port Arthur agrees to employ FNI to perform professional services
in connection with the project: GIS Implementation Program — Phase I, as delineated in Exhibit "A ";
and,
WHEREAS, the City of Port Arthur agrees to pay FNI for all professional services
rendered in an amount not to exceed $135,000, as delineated in Exhibit "A "; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR:
THAT, the facts and opinions in the preamble are true and correct.
P.R. NO. 17686
05/14/2013 — PDL
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THAT, the City Manager is hereby authorized and directed to execute the agreement for
professional services with Freese and Nichols, Inc., funding being available in account 001 -1051-
517.54 -00, as attached hereto as Exhibit "A."
THAT, a copy of the caption of this resolution be spread upon the Minutes of the City
Council.
READ, ADOPTED, AND APPROVED, this day of May 2013, A.D., at a
Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES:
Mayor:
Councilmembers:
Noes:
ATTEST: Deloris "Bobbie" Prince, Mayor
Sherri Bellard, City Secretary
APPROVED AS TO ORM:
G
Valecia "Val" izeno, City Att.
P.R. NO. 17686
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Page 3 of 14
APPROVED FOR ADMINISTRATION:
Floyd T. Johnson, City Manager
Ronald "Ron" Burton; Director of Planning
APPROVED AS TO AVAILABILITY OF FUNDS:
O(, .6.L4L L, e A
Deborah Echols, C.P.A., Director of Finance
Account: 001 -1051- 517.54 -00
P.R. NO. 17686
05/14/2013 — PDL
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EXHIBIT "A"
l
Rev. 12/12
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS §
COUNTY OF TARRANT §
This AGREEMENT is entered into by the City of Port Arthur, Texas, hereinafter called "Owner" and Freese and
Nichols, Inc., hereinafter called "FNL" In consideration of the AGREEMENTS herein, the parties agree as
follows:
L EMPLOYMENT OF FNI: In accordance with the terms of this AGREEMENT: Owner agrees to
employ FNI; FNI agrees to perform professional services in connection with the Project; Owner agrees
to pay to FNI compensation. The Project is described as follows: GIS Implementation Program —
Phase 1.
II. SCOPE OF SERVICES: FNI shall provide professional services in connection with Project as set
forth in Attachment SC - Scope of Services and Responsibilities of Owner which is attached to and
made a part of this AGREEMENT.
III. COMPENSATION: Owner agrees to pay FNI for all professional services rendered under this
AGREEMENT in accordance with Attachment CO - Compensation which is attached hereto and made a
part of this AGREEMENT. FNI shall perform professional services as outlined in the "Scope of
Services" for a lump sum fee of $135,000. Details concerning the fee are included in Attachment CO.
If FNI's services are delayed or suspended by Owner, or if FNI's services are extended for more than 60
days through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of
compensation to reflect reasonable costs incurred by FNI in connection with such delay or suspension
and reactivation and the fact that the time for performance under this AGREEMENT has been revised.
IV. TERMS AND CONDITIONS OF AGREEMENT: The Terms and Conditions of Agreement as set
forth as Attachment TC shall govern the relationship between the Owner and FNI.
Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT to
anyone other than Owner and FNI, and all duties and responsibilities undertaken pursuant to this AGREEMENT
will be for the sole and exclusive benefit of Owner and FNI and not for the benefit of any other party.
This AGREEMENT constitutes the entire AGREEMENT between Owner and FNI and supersedes all prior
written or oral understandings.
This contract is executed in two counterparts.
IN TESTIMONY HEREOF, they have executed this AGREEMENT, the day of
2013.
ATTEST: City of Port Arthur, Texas
(OWNER)
By:
Print or Type Name and Title
ATTEST: Freese and Nichols, Inc.
(FNI) 5rhi (
/1, j By:
Scoff I. C olc , P 1 . , , 4 )
Print or Type Name and Title
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ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
ARTICLE I
BASIC SERVICES: FNI shall provide the following professional services in connection with the
development of the Project:
Task A: Enterprise GIS Needs Assessment
A l . Conduct Kickoff Workshop on GIS Fundamentals (Workshop #1): FNI. will conduct a kick -off
meeting with the City's internal stakeholders to discuss project goals, scope, schedule, and milestones,
along with education on GIS fundamentals. FNI will submit a data request memorandum outlining the
data needs and schedule for the project. FNI will prepare and provide meeting minutes.
A2. Conduct Current System Inventory — Interview internal and external City personnel in order to
determine project specifications and data, generate needs assessments, estimate levels -of -effort and
assist in project scheduling and budgeting tasks.
A. Interview current GIS technology users and understand their roles
B. Identify City and non -City stakeholders in the GIS system
C. Document business related practices and processes
D. Review of existing and potential departmental GIS programs throughout the City
E. List GIS staffing including users, creators, and developers
F. Develop current data catalog and document data flows
i. Diagram and list:
1. GIS Hardware configurations
2. GIS Software applications and uses
ii. GIS staffing
iii. Data acquisition methods and practices
G. Identify other City departments involved with GIS, an analysis of each department's
current use and future needs.
A3. Perform GIS System Assessment
A. Compile all available GIS data
B. Centralize all available GIS — Analyze the pros and cons of integrating GIS data into a
master geodatabase
C. Determine areas where there are data discrepancies
D. Evaluate data structure and standards
E. Evaluate field data processing procedures
F. Develop quality assurance plan for data updates
G. Assess GIS workload compared to available staff resources
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SC -1 OWNER
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A4. Perform Reporting Assessment - This assessment will identify the following:
A. Reporting tasks that are currently in use by City
B. Any reports that are needed, but have not been created
C. Existing report datasets and perform a data quality assessment to ensure accuracy
D. Reports that are not working or being updated
A5. Define Desired Goals and Outcomes for GIS Implementation Program — FNI will facilitate among
stakeholders a list of outcomes that are desired. The list should specifically focus on several key areas,
but not be limited to:
1. Improved efficiencies and public access
ii. Leveraging enterprise resources
iii. Improved GIS field applications, GPS, wireless, and "mobile" functionality
iv. GIS integration with GPS projects
v. Standardize GIS input and output
vi. Specify cost savings in measurable terms
vii. GIS use with disaster mitigation
viii. Improved public safety response and reporting
A6. GIS Needs Assessment Workshop (Workshop #2): FNI will conduct a workshop with City staff to
present and discuss the methodology and results of the data and system needs assessment evaluation.
FNI will prepare and deliver meeting minutes documenting the discussion items.
A7. Prepare Draft GIS Needs Assessment Report - FNI will prepare a draft report documenting the GIS
needs assessment results and submit five (5) hard copies to the City. FNI will deliver one (1)
electronic PDF copy of the draft report.
A8. Draft GIS Needs Assessment Report Review Meeting - FNI will attend one meeting with City staff to
review and solicit comments on the Draft Needs Assessment Report.
A9. Prepare Final GIS Needs Assessment Report: FNI will update the draft report based on comments
provided by the City and prepare a final report. FNI will deliver ten (10) hard copies and one (1)
electronic PDF copy of the final report.
Task B - Conceptual GIS System Design Analysis
B 1. Conduct GIS System Gap Analysis - Conduct a comparative gap analysis between existing system and
desired outcomes; include in the analysis:
A. List the ideal data collection, storage, sharing methods, and data model
B. Identify applications to improve efficiency, effectiveness, and excellence
B2. Meet with City's Information Technology Department — Meet with City's IT department to define IT
requirements for Enterprise GIS Program, discuss issues with implementing GIS and define timing and
cost of GIS software maintenance
B3. Perform Conceptual GIS System Design Analysis — The conceptual design should include the
documenting and diagraming of the following items:
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SC -2 OWNER
i. Hardware configuration
ii. Software configuration
iii. Procedures and best practices
iv. Recommend staffing requirements, including hiring outside
v. Consultants /contractors to perform system management and support activities
vi. Departmental data ownership, acquisition, and maintenance responsibilities
vii. List of each proposed application, alternatives and cost estimates, and the
expected benefits
B4. Develop GIS Map of Basemap Layers - Assimilate available free public data into customized
geodatabase with basemapping layers. Provide City with the customized geodatabase and mapping of
basemapping data
B5. Conduct Conceptual GIS System Design Workshop (Workshop #3) - FNI will conduct a workshop
with City staff to present and discuss the methodology and results of the data and system design
analysis. FNI will prepare and deliver meeting minutes documenting the discussion items.
B6. Prepare Draft Conceptual GIS System Design Report - FNI will prepare a draft report documenting the
Draft Conceptual GIS System Design and Staffing Needs analysis and provide the City with five (5)
hard copies and one electronic PDF version
B7. Draft Conceptual GIS System Design and Staffing Needs Report Review Meeting - FNI will attend
one meeting with City staff to review and solicit comments on the Draft Conceptual GIS System
Design and Staffing Needs Report
B8. Prepare Final Conceptual GIS System Design Report - FNI will update the draft report based on
comments provided by the City and prepare a final report. FNI will deliver ten (10) hard copies and
one (1) electronic PDF copy of the final report.
ARTICLE II
ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by Owner, which
are not included in the above described basic services, are described as follows:
A. Field surveying required for the preparation of designs and drawings.
B. Field layouts or the furnishing of construction line and grade surveys.
C. Software Licenses.
D. Making property, boundary and right -of -way surveys, preparation of easement and deed
descriptions, including title search and examination of deed records.
E. Providing services to investigate existing conditions or facilities, or to make measured drawings
thereof, or to verify the accuracy of drawings or other information furnished by Owner.
F. Providing renderings, model, and mock -ups requested by the Owner.
G. Making revisions to drawings, specifications or other documents when such revisions are 1) not
consistent with approvals or instructions previously given by Owner or 2) due to other causes not
solely within the control of FNI. cJ
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SC -3 OWNER
H. Preparing applications and supporting documents for government grants, loans, or planning advances
and providing data for detailed applications.
I. Performing investigations, studies and analyses of substitutions of equipment and /or materials or
deviations from the drawings and specifications.
J. 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.
K. Visits to the site in excess of the number of trips included in Article I for periodic site visits,
coordination meetings, or contract completion activities.
L. Providing services made necessary because of unforeseen, concealed, or differing site conditions or
due to the presence of hazardous substances in any form.
M. 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:
Protect Schedule Milestones:
1. GIS Needs Assessment Workshop (90 Days after NTP)
2. GIS Mapping of Basemapping Layers (120 Days after NTP)
3. Conceptual GIS System Design Workshop (180 Days after NTP)
If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule
consistent with the number of days of delay. These delays may include but are not limited to delays in
Owner or regulatory reviews, delays on the flow of information to be provided to FNI, governmental
approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this
AGREEMENT and in Attachment CO.
ARTICLE IV
RESPONSIBILITIES OF OWNER: Owner shall perform the following in a timely manner so as not to
delay the services of FNI:
A. Designate in writing a person to act as Owner's representative with respect to the services to be
rendered under this AGREEMENT. Such person shall have contract authority to transmit
instructions, receive information, interpret and define Owner's policies and decisions with respect to
FNI's services for the Project.
B. Provide all criteria and full information as to Owner's requirements for the Project, including design
objectives and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations; and furnish copies of all design and construction
standards which Owner will require to be included in the drawings and specifications.
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SC -4 OWNER
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C. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including
previous reports and any other data relative to design or construction of the Project.
D. Arrange for access to and make all provisions for FNI to enter upon public and private property as
required for FNI to perform services under this AGREEMENT.
E. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents
presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as Owner
deems appropriate for such examination and render in writing decisions pertaining thereto within a
reasonable time so as not to delay the services of FNI.
F. 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. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article II of
this AGREEMENT or other services as required.
H. Bear all costs incident to compliance with the requirements of this Article IV.
ARTICLE V
DESIGNATED REPRESENTATIVES: FNI and Owner designate the following representatives:
Owner's Designated Representative — P. O. Box 1089, Port Arthur, Texas 77641; Phone:
Fax: email:
Owner's Accounting Representative —
FNI's Designated Representative — Richard Weatherly, P.E., 10497 Town and Country Way, Ste., 600,
Houston, Texas 77024; Phone: 713 - 600 -6824; Fax: 713- 600 -6801; email raw @freese.com
FNI's Accounting Representative — Jana Collier, 4055 International Plaza, Ste. 200, Fort Worth, Texas 76109;
Phone: 817 - 735 -7354; Fax: 817- 735 -7496; email jvc @freese.com
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SC -5 OWNER
ATTACHMENT CO
COMPENSATION
Lump Sum: Compensation to FNI shall be the lump sum of One Hundred Thirty Five Thousand Dollars ($135,000). If FNI sees the Scope of Services changing
so that additional services are needed, including but not limited to those services described as Additional Services in Attachment SC, FNI will notify OWNER for
OWNER'S approval before proceeding. Additional Services shall be computed based on the Schedule of Charges.
Schedule of Charges:
Position Min Max Position Min Max
Architectural Intern I 78 95 O &G Engineer - Transition 139 174
Architectural Intern II 90 110 O &G Engineer 1 100 123
Architectural Intern III 116 141 O &G Engineer 11 124 127
Architect IV 130 132 O &G Engineer IV 183 186
Architect V 142 173 O &G Engineer V 197 210
Architect VI 162 218 O &G Engineer VI 205 283
Landscape Architectural Intern III 83 102 Environmental Scientist I 66 70
Landscape Architect IV 97 118 Environmental Scientist 11 73 90
Landscape Architect V 145 180 Environmental Scientist III 83 124
Construction Contract Admin I 67 82 Environmental Scientist IV 116 148
Construction Contract Admin 11 112 129 Environmental Scientist V 139 154
Document Control Specialist II 60 99 Environmental Scientist VII 178 222
Construction Manager! 78 92 Environmental Scientist VIII 181 228
Construction Manager II 90 126 Senior Geologist 120 147
• Construction Manager III 93 146 Hydrologist II 94 115
Construction Manager IV 124 138 Hydrologist IV 123 128
Construction Manager V 156 216 Hydrologist V 122 149
Program Manager I 126 144 Hydrologist VI 171 209
Program Manager 11 189 230 Planner IV 89 114
Engineer 1 98 103 Planner V 111 136
Engineer 11 103 141 Planner VI 176 208
Engineer III 108 140 Planner VII 198 242
Engineer IV 114 160 Technician 1 56 58
Engineer V 141 185 Technician II 65 83
Engineer VI 167 221 Technician III 78 95
Engineer VII 224 228 Technician IV 88 125
Engineer VIII 253 261 CAD Designer 101 133
Group Manager 190 302 Senior CAD Designer 147 156
Principal 190 302 Designer II 128 157
Electrical Engineering Technologist 112 137 Senior Designer 160 183
Electrical Engineer!! 96 117 GIS Analyst II 69 84
Electrical Engineer IV 137 152 GIS Analyst III 81 105
Electrical Engineer V 164 170 GIS Analyst IV 110 128
Electrical Engineer VI 211 215 GIS Analyst V 125 133
Geotechnical Engineer VI 193 236 3D Visualization Coordinator 148 181
Mechanical Engineer 11 100 123 Cost Estimator 134 163
Mechanical Engineer III 105 128 Corporate Project Support 38 163
Mechanical Engineer V 165 166 Intern 31 61
Mechanical Engineer VI 208 255
Rates for In -House Services
Technology Charge Bulk Printing and Reproduction
$8.50 per hour Black and White $0.10 per copy
Color $0.50 per copy
Travel Plot - Bond $2.50 per plot
Standard IRS Rates Plot - Color $5.75 per plot
Plot - Other $5.00 per plot
Binding $5.75 per book
OTHER DIRECT EXPENSES:
Other direct expenses are reimbursed at actual cost times 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 approximates the cost to FNI if an FNI employee was performing the same or similar services.
These ranges and rates will be adjusted annually. FNI G'
340 -022013 OWNER
10 -25 -07 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 FNI that FNI may reasonably discover in its review and inspection thereof.
6. INSURANCE: FNI shall provide to Owner certificates of insurance which shall contain the following minimum coverage
(All limits in thousands):
Commercial General Liability Workers' Compensation
General Aggregate $2,000 Each Accident $500
Automobile Liability (Any Auto) Professional Liability
CSL $1,000 $3,000 Annual Aggregate
7. SUBCONTRACTS: If, for any reason, at any time during the progress of providing Services, Owner determines that any
subcontractor for FNI is incompetent or undesirable, Owner will notify FNI accordingly and FNI shall take immediate steps for
cancellation of such subcontract. Subletting by subcontractors shall be subject to the same regulations. Nothing contained in
the AGREEMENT shall create any contractual relation between any subcontractor and Owner.
8. OWNERSHIP OF DOCUMENTS: All drawings, reports data and other project information developed in the execution of
the Services provided under this AGREEMENT shall be the property of the Owner upon payment of FNI's fees for services.
FNI may retain copies for record purposes. Owner agrees such documents are not intended or represented to be suitable for
reuse by Owner or others. Any reuse by Owner or by those who obtained said documents from Owner without written
verification or adaptation by FNI will be at Owner's sole risk and without liability or legal exposure to FNI, or to FNI's
independent associates or consultants, and Owner shall indemnify and hold harmless FNI and FNI's independent associates and
consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any
such verification or adaptation will entitle FM to further reasonable compensation. FNI may reuse all drawings, report data
and other project information in the execution of the Services provided under this AGREEMENT in FNI's other activities.
Any reuse by FM will be at FNI's sole risk and without liability or legal exposure to Owner, and FNI shall indemnify and hold
harmless Owner from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom.
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OWNER
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9. POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FM 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, FM 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: FM will furnish an opinion of probable project development cost based on present
day cost, but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial evaluations, feasibility
studies, economic analyses of alternate solutions and utilitarian considerations of operations and maintenance costs prepared
by FNI hereunder will be made on the basis of 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 oflabor,
material, equipment or services furnished by others or over market conditions or contractors' methods of determining their
prices.
1 ] . CONSTRUCTION REPRESENTATION: If required by the AGREEMENT, FNI will furnish Construction Representation
according to the defined scope for these services. FNI will observe the progress and the quality of work to determine in
general if the work is proceeding in accordance with the Contract Documents. In performing these services, FM 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 FM does not guarantee the Contractor's performance, nor is FNI responsible for the
supervision of the Contractor's operation and employees. FM 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 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 FM 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 FM's compensation.
If OWNER fails to make any payment due FNI for services and expenses within thirty (30) days after receipt of FM'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 FM 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 FM may deem appropriate to assist in the performance of
services hereunder.
15. PURCHASE ORDERS: If a Purchase Order is used to authorize FM'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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