Res 136-2017 10/3/2017 Resolution No. 136-2017
Resolution approving the programs and expenditures of the Wichita
Falls 4B Sales Tax Corporation Board of Directors and amending the
budget to include funding up to $149,000 for professional services
provided by Freese and Nichols, Inc., for downtown revitalization
efforts
WHEREAS, Texas Local Gov't. Code § 501.073(a) provides "The corporation's
authorizing unit will approve all programs and expenditures of a corporation and annually
review any financial statements of the corporation;" and,
WHEREAS, on September 22, 2017, the Wichita Falls 4B Sales Tax Corporation
(4BSTC) approved the project listed below and as stated in its agenda.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
1. The Wichita Falls 413 Sales Tax Corporation's approval and funding of the
following programs and expenditures, in a total amount not to exceed $149,000 as
described below and in said corporation's agenda, is approved:
To include funding up to $149,000 for professional services provided
by Freese and Nichols, Inc., for downtown revitalization efforts
2. The current fiscal year budget of the 4B Sales Tax Corporation is amended to
provide for the aforementioned expenditures and changes thereto.
PASSED AND APPROVED this the 3rd day of October, 2017.
MAYOR
ATTEST:
City lerl
46 SALES TAX CORP.
Budget&Financial Statement Adopted Adoptvd FY 17 Pzfsprov+ed
912512017 _.. _ 1Previcaus14 FY 15 9-`Y 1 FY 16 FY;1Z" YTD FY 17 FY"C ,
ec�ved" Actual Et1r111,10 ,. Actual ttd ti Actual Projection Btid 2
Revenue ". ,
Sales Taxes $ 3.733,901 $,3,722",66R $ 3 728 961 3,7t70,7s4 $ 2791 115 $ 3,723 442 �i 3,723r 2.
Interest_ S 996 $ 1,O0 $ _ 8,723 "" 8, 0 $ _..15 914 S 20.000 ',S It 00O
Reimbursement(TIF#2) - _- S 498.085'" 381i,83" $ 381.883 is '35L1,3€€x, $ 321 161 S 321 161
Other Reimbursements -- — $ 116,111 `' '11.{i'a11'#: $ 116111
Remaining Project Balances — $ 1,593000
Total Revenues _ $ 5,942.093 $-4.221,645: S 4.235 678).$" .4.067:636 $ 3.128 190 S 4.064.603 S".4.021&!60.:
COMPLETEMCLOSED PROJECTS
MNTH-Jenny Exhibit $s," 33$rc'6$';$ 223.517.$" "14,2 $ 14,266
RBNC Upper Walking Path ,, 60,#300 $ 59,413
Tennis Center Lights "$ 6=000 $ 629,211
Lake Wichita Permit ,';''IS8;126 $ 158,125
Softball Field Lighting 640066 $ 638 512
DWFD Farmers Market imprvmts 134, 1` S 86.874 $ 54 885 `
Wayfinding Signage _. _.. - "100"boQ $ 100,000 '.'$" ' '1 0""„4CtO $ 140.000 S 140.000 ..,
Falls Bridge Replacement and By Pass ;" . i I _.. .."33,81)Q" $ 53.800 $ 53.800' "
P-2 The Deuce Warehouse Ramp
ANNUAL PROGRAM SIEXPENDITURES
Debt Service--Projects
Trail,Land.FiriW Range(2009) 4 ,529 S 492.529 ,490JR28, $ 490,628 ',$. "`'461,22fi $ 491.228 S 491.228 491;174
TIF#2,Maplewood 12006A Series) ,ZSl,056 S 231.055 . 23=8.3 $ 148,824
Golf Renovation(20068 Series) ;,.369,6'13, $ 369,513 364„708 $ 200 070
Castaway Cove Water Pk(2010) - 397,060 S 367.060 '$.- 3$}$,t3fS0 I $ 389,600 $" .";3336,440,, $ 386,440 S 386.440 ",5$C1
TIF#2 Rhea Road(2011) _ `$ 229,25Q: S 229.250" �'C 0' $ _ 231.450 :��8,�Big, $ 228.550 $ 228 650 . ",.2 O',A54
WF Municipal Airport(2013) 140A00 $$ 140 000 " ' .. 146,L�t0'" $ _ 140 000 ,'d41},0t5Cf $ 140,000 $ 140,000 .140,606,
Public Safety Projects(2013 Series) _ 41,B, 76" $ 416.576 406,876 $ _ 400,876 r2 0 $ _355 250 $ 355.250 " ,5O,2110:
TIF#2 Maplewood(2015 A Series) " $ 81 014 26S=3 $ 208 382 $ 208,382 " '2Et4,80
Golf Renovation(20158 Series) $ _ 161 411 $y "'328,494" $ 326 494 `5 326 494
Downtown Improvement Grants "50,000 $ 16,350 $ .51f,000, $ 37,169 $ 60;Ob 1 $ 29,004 S 29,004 SO)DOG
CVB incentive Funding -$ 35f100' S 35,000 ",$t ' 6„00fl. $ 35 000 $ 35,1700 S 35.000 . 35,000
Professional Fees. ., $ 17 822 $. 17.822 $
Capital Equipmt Mamt I Imprvmts. _ _
Radio Maintenance(73238). "'$4 1,99„$6$)$ 127 102 $` 13221000 $ 124,897 "• i32, 0, $ 9 792 $ 132 000
CAD•Records Maint(73239} �125;000; $ 139,s3 1,8;:'f 4" $ 17s 214 -,, 486,03 $ 189,205 S 189,205
MDT Software Maint(71110.72011) $r'. , 478,677, $ 164,119 $ "c'92;$85 $ 179,636 '.:' "19$,847" $ 163.796 S 163.796
Street Improvements _ 4C#0,80Q S 400.000 $. " TO0,{?0" $ 400 000 ".400,80Q, $ 375 882 $ 375.882
Administration Charges :S ,,^I€3,000 S. 10.000 :$.. '1t?,40t1. S 10000 1i3,0(N7 S 10.000 S. 10.000
OPEN PROJECTS
District 5 Park Improvements "S 197,72,9 $. 169,724 $ - $ (482) $ (482)'
Hotel Consultants(Proposals) :$ 35,E $ 10 674
Kemp Sidewalk Project13, 2 $ 16:800 " $ 1.265 $ 1.265
Trail Project(Bluffs to Loop 11) 5"" 279;063 $ 44,470 ' i -
Buxton Retail Services 'S "6C,fD139" $ 50 000 ',$ S0„$00" $ 50 000 S 50.000 :50rti00-
Center City 726 Indiana $
Grocery/ice Cream Store 922 Indiana... $
Hotel Developers(Gatehouse) $" 111;YJ00 $ 105,024
Brick Oven Pisa Pub Craft Bees - - : - ,S", '.3G},000, $ 5 14i2
120 Day Extension with Gatehouse : 3,09.000, $ 309 000 $ 309.000 "
120 Day Extension with Gatehouse#2.. ,. .:; "333;i100 $ 237 963 $ 237.963
MPEG Parking Engineering Fees
Wichita Falls Brewery 701 Indiana " ,'$', 40,000
Comprehensive Econ Dev Strategy 91:750
4Kids Sake Theatre 914 Indiana..
Genache Custom Cakery,800 806 Ohio "• """ " " 86= """" """" ,
CPS Senior Living Units 1100 Lamar S" "30f3;t7
Wichita Cc Heritage Society(Kell House)
Freese and Nichols Professional Svcs 149,000 _
Total Expenditures _ S 4.508.813,$r 4;974.486' S 4 240 420 S "6.04O.34 S 3.729 S91 S 3.886.799
Revenues Less Expenses $ 1 433.280 ""$ k752.8401 $..... (4.742)1`w""""t872.78b S t601 4011 $ 177.804 " S' 1.298.378",
Beginning Cash Balance $ 2,430,249 " 3;863,629 $ 31863,529 '3,8a9,7`$7' S 3,858 787 $ 3,858 78771
Ending Cash Balance _. $ 3 863.529 S 3.1'I0:689" S 3.858 787 591
Reserved For Encumbrances = S 188,835- 188,836', $ 757,122 767;H22, $ 2,067 965 $ 1,846 326 'S'"1 846„3'zs
Unreserved Fund Balance _ $ 3.674.694 "'$ .2.92t854" $ 3.101 665 S Dili d.867 S 1.189.421 $ 2.190.265 "$ 3,48SA43
Rev.06 10P
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS §
COUNTY OF TARRANT
This Agreement is entered into by the City of Wichita Falls hereinafter called"Client"and Freese and Nichols,
Inc.,hereinafter called" I" In consideration of the Agreements herein,the parties agree as follows:
I. EMPLOYMENT OF F : In accordance with the terms of this Agreement: Client agrees to employ
I,FNI agrees to perform professional services in connection with the Project; Client agrees to pay to
I compensation. The;Project-is described as follows: Urban Planning Consulting Services for
Downtown Wichita Falls
II. SCOPE'OF SERVICES: FNI shall render professional services in connection with Project as forth
in Attachment SC-Scope of Services and Responsibilities of Client which is attached to and made a part
of this Agreement.
III. COMPENSATION:N: Client 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$149 000. Details concerning the fee are included:inAttachment CO
If 's services are delayed or suspended by Client,or if '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;
W. TERMS AND CONDITIONS IONS OFAG E NTd The Terms and Conditions ofAgreernent asset forth
as Attachment TC shall govern the relationship between the Client and;FNI.
Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other
than Client and FNI,and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole
and exclusive benefit of Client and FNI and not for the benefit of any other party
This Agreement constitutes the entire Agreement between Client 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 ,2017.
ATTEST: City of Wichita Falls
(Client)
By:
Print or Type Name and Title
A T:w Freese and Nichols,Inc.
(FNI)
mcwl
By:
Print or
Type Flame and Title
`:.:4R�509LE'Ce9°kCtESi,
ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBELITIES OF OWNER
ARJICLE I
BASIC SERVICES, FNI shall render the following professional services in connection with the development
of the Project:
PHASE ONE:
I.Meetings—
o Conduct/facilitate meetings up to twenty-four(24)meetings over twelve(12)trips with the
Downtown Steering Committee over the course of the next year.FNI will facilitate the overall
vision objectives and assist with focusing on project actions. FNI is flexible to schedule as
many meetings as needed within a 1-day timeframe so long as to not exceed the total number
of trips.
2.Mapping Exercises—
• Assist the Strectscapes Subcommittee of the Downtown Steering Committee in identifying the
"core"area to be considered for strectscalic improvements,
• Adjust Core Area Map from the Vision 20/20 Plan
• Adjust the District Map from the Vision 20/20 Plan
3.Streetscape Concept Plans-
* Develop conceptual design plans for streetscapcs in the"core'area with sufficient detail so
that the Streetscapcs Subcommittee of the Downtown Steering Committee can make a
recommendation on how the strectscape plan should be designed, These drawings would be
conceptual,but more detailed than the Vision 20/20 plan and apply to the specific streets in
the core to include a preliminary conceptual plan and opinion of probable cost estimate. The
concept plans will be based on available data provided by the City. No survey or engineering
is included.
* Prepare up to six(6)strectscape renderings to depict desired"look and feel"of concept plans.
These renderings will be useful to developers and business owners to show proposed
improvements to a typical section.
4.Regulatory Assistance-
• Assist the Regulatory Subcommittee of the Downtown Steering Committee in establishing a
zoning overlay district within the Downtown.This district(s)should help accomplish land use
goals and provide for design guidelines within each district to create identity and common
purpose for each district or zone. In working with the committee, FNI will make
recommendations on the appropriate regulatory mechanism to require quality development
consistent with the goals of the Vision 20/20 Plan,
• Assist the Regulatory Subco ttcc of the Downtown Steering Conunittee in reviewing the
City's existing building and development codes and develop possible amendments that would
help encourage and facilitate development and redevelopment of downtown buildings. A
cursory diagnostic evaluation of the current codes and recommendations for amendments will
be included,
5.Financing Assistance
* FNI will conduct a workshop with the Finance Committee to educate on the details of a Public
Improvement District(PID)or other types of financing mechanisms that would be of value
for future maintenance and upkeep of the Downtown public right-of-way.
* Following the workshop,FNI will make recommendations of a proposed financing strategy
and solicit consensus from the Committee and available stakeholders/landowners, Actual
preparation and legal work of a PID would be included at an additional cost in a later phase.
Deliverables:Meeting Facilitation, concise report on regulatory and financing mechanism,concept plan for
streetscapes and 6 renderings,adjusted maps for the district and core area in Vision 20/20.
UResourceslcbs; FNI
SC-1 Client
PHASE TWO:
l.Assist the Finance Subcommittee of the Downtown Steering Committee in establishing a Public
Improvement District for the"core"area to help finance the City's cost to maintain the City''s public
space and infrastructure within the"core".
ARTICLE 11
ADDITIONAL SERVICES: Additional Services to be performed by FNI,if authorized by Client,which are
not included in the above described basic services,are described as follows:
A: Providing renderings,model,and mock-ups requested by the Client;
B. Making revisions to drawings or other report documents when such revisions are 1)not consistent with
approvals or instructions previously given by Client or 2)due to other causes not solely within the
control of FNI.
C. 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 Client.
D. Meeting or trips in excess of the number of meetings included in article I for site visits,coordination
meetings,or other activities.
E Preparing applications and supporting documents for government giants,loans,or planning advances
and providing data for detailed applications,
F. 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
Client.
G. Preparing statements for invoicing or other documentation for billing other than for the standard
invoice for services attached to this professional services agreement.
H Providing document revisions in excess of those outlined in Article I.
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 within twelve(12)months.
If FNI's services are delayed through no fault of 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 Client
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..
FNI
SC-2 Client
ARTICLE IV
RESPONSIBILITIES OF OWNER: Client shall perform the following in a timely manner so as not to delay
the services of FNP
A. Provide meeting space and coordinate equipment needs, room set up, and logistics for meetings
outlined in Article I:
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 Client'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 Client's policies and decisions with respect to FNI's services for 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 and provide prompt feedback on all submittals,draft reports,sketches,drawings,and other
documents presented by FNI within a reasonable time so as not to delay the services of I.
F Furnish,or direct FNI to provide,Additional Services as stipulated in Attachment SC,Article U of this
Agreement or other services as required.
0. Bear all costs incident to compliance with the requirements of this Article IV,
Lnkesources\Lhs', FNI Al"
SC-1 Client
TILE'V
DESIGNATED Y S NTAT S:FNI and Client designate the following representatives:
Owner's Designated Representative Name:
Address:
Phone:
Email:
Owner's Accounting Representative blame:
Address:
Phone
Email,
FNI's Designated Representative m Wendy Shabay
4055 International Plaza,Suite 200
Fort Worth,Texas 7610 -
( 17)735-7259
wds@freese.com
FNI's Accounting Representative Stephanie Kirchstein
2711 North Haskell Avenue,Suite 3300
Dallas,Texas 75204
(214)217-2212
Stephanie:Kirchstein@frees e.corn
U; sources",cbs', FNI
SC-2 Client
ATTACHMENT CO
COMPENSATION
Compensation to FNI shall be the lump sum fee of One Hundred Forty-Nine Thousand Dollars($149,0001 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, FNf will notify Client for Client's approval before proceeding Additional Semces shalt
be computed based on the Schedule of Charges,
Schedule rrf C :arrtes
air a':
Professional:1 69 114
Professional-2 97 146
Professional-3 117 169'
Professional-4 142 207
Professional-5 173 24
Professional_6 102 343
Construction Manager-1 67 111
Construction Manager-2 101 155
Construction Manager-3; 148 175'
Construction Manager-,4 156 228>
CAD TechnicianiDesigner-1 60 107
D TechnicianiDesigner.2 59 13
CAD Technician/Designer-3 116 172
Corporate Project Support-1 37 113
Corporate Project Support-2 68 134:
Corporate Project Support-3 85 272
Intern/Coop 37 6
Rat apr lnFldaase eryacs
Technology ChaEg flulk Printing d-Recifoduction
$6 50 per hour l r
Small Format(per copy) $0 10 $0 25
Travel large Format(per sq,n p
Standard IRS Pates Bond $0 25 $0 75
Glossy IMyrer $075 $126
v,nvrtAdhesive 5150 $2 00
Mounting rper it $2 00
Pending(per ti ndng) $0 25
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 wont required to
be done by independent persons other than staff members For Resident Representative seances performed by non-FNI
employees and CAD services performed In-house by non-Flail employees where FNI provides workspace and equipment to
perform such services,these services will be billed at cost tunes a multiplier of 2 0 This markup approximates the cost to
FNI If an FNI employee was performing the saute or similar services
These ranges and rates will be adjusted annually in February. Last updated February 2017.
500022091'.
10-25-07 ATTACHMENT TC
TERMS AND CONDITIONS OF AGREEMENT
L DEFINITIONS: The term Client as used herein refers to the City of Wichita Falls,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- Client,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 FNTs cost of,or the time required for,the performance of any part ofthe 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 maybe terminated by either party upon ten
days'written notice. In the event oftermination,FNI will he paid for all services tendered 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 CLIENT. Client will assist FNI by placing at FNI's disposal 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 Client. FNI shall disclose to Client,prior to use thereof,
defects or emissions in the data,design criteria,drawings,specifications or other information flunfished by Client to FNI that
FNI may reasonably discover in its review and inspection thereof.
6, INSURANCE:FNI shall provide to Client 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,Client determines that any
subcontractor for FNI is incompetent or undesirable,Client 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 Client
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 Client upon payment of FNI's fees for services.
FNI may retain copies fear recordpurposes. Client agrees such documents are not intended Or represented to be suitable for
reuse by Client or others. Any reuse by Client or by those who obtained said documents from Client without written
verification or adaptation by FNI will be at Clicnfs sole risk and without liability or legal exposure to FNI,or to FNI's
independent associates or consultants. Any such verification or adaptation will entitle FNI to fin-ther reasonable compensation,
IN]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 FNI will be at FNI's sole risk and without liability or legal exposure to
Client,and FNI shall indemnify and hold harmless Client from all claims,damages,losses and expenses including attorneys'
fees arising out of or resulting therefrom.
Page I of 2
FNI
CLIENT_____
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 dries 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 he trade on the basis of FNI's experience and qualifications and represent FNI's judgment as an
experienced and qualified design professional. It is recognized,however,that FNI dues not have control over the oast of labor,
material,equipment or services fiamished by others or over market conditions or contractors'methods of determining their
prices.
11. CONSTRUCTION REPRESENTATION:Ifr quiredbytheAGREEMENT,FNIwill furnishConstruction 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 ents.In performing these services,FNI will endeavor
to protect Client against defects and deficiencies in the work of Contractors;FNI will report any observed deficiencies to
Client,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. 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 Client designates a person to serve in the
capacity of Resident Project Representative who is not a FNI"s employee or 's agent,the duties,responsibilities and
limitations of authority of such Resident Project Representative(s)will be set forth in writing and trade 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 CLIENT and in acceptance of the
services as satisfactory by the CLIENT. Statements for services shall not he 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 CLIENT fails to make any payment due FNI for services and expenses within thirty(30)days after receipt of '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;alter giving seven(7)days written notice to CLIENT,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.CLIENT and FNI each are hereby bound and the partners,successors,executors;:
administrators and legal representatives of CLIENT 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 CLIENT nor FNI shall assign,sublet or transfer any rights under or interest in(including,but without limitation;-
moneys that maybecome due or moneys that are due)this AGREEMENT without the written consent of cattier„except to
the extent that any assignment,subletting or transfer is mandated by law or the effect of this[mutation 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 dccm appropriate to assist in the performance of
services hereunder.
15. PURCHASE ORDERS: If Purchase Order is used to authorize '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.
Page 2 of 2
F'NI
CLIENT