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HomeMy WebLinkAboutContract 58767-A1CSC No. 58767-A1 AMENDMENT No . 1 TO CITY SECRETARY CONTRACT No. 58767 WHEREAS, the City of Fort Worth (CITY) and Huitt-Zollars, Inc., (ENGINEER) made and entered into City Secretary Contract No. 58767, (the CONTRACT) which was administratively authorized on the 25th day of January, 2023 in the amount of $18,750.00; and WHEREAS, the CONTRACT involves engineering services for the following project: Heritage / Paddock Park Easement survey, CPN CO2471; and WHEREAS, it has become necessary to execute Amendment No. 1 to the CONTRACT to include an increased scope of work and revised fee. NOW THEREFORE, CITY and ENGINEER, acting herein by and through their duly authorized representatives, enter into the following agreement, which amends the CONTRACT: 1. Article I of the CONTRACT is amended to include the additional engineering services specified in proposal attached hereto and incorporated herein. The cost to City for the additional design services to be performed by Engineer totals $8,750.00. (See Attached Funding Breakdown Sheet, Page -4-) 2. Article II of the CONTRACT is amended to provide for an increase in the fee to be paid to Engineer for all work and services performed under the Contract, as amended, so that the total fee paid by the City for all work and services shall be an amount of $27,500.00. 3. All other provisions of the Contract, which are not expressly amended herein, shall remain in full force and effect. EXECUTED and EFFECTIVE as designated Assistant City Manager. of the date subscribed by the City's OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Prof Services Agreement Amendment Template Revision Date: November 23, 2021 Page 1 of 3 Heritage / Paddock Park Easement CO2471 APPROVED: City of Fort Worth Jesica McEachern Assistant City Manager DATE: May 2, 2023 APPROVAL RECOMMENDED: Aq�e fe., —M�P— CONSULTANT Huitt-Zollars, Inc. "Mchell S Pillar Mitchell S Pillar (Apr 20, 202313:06 CDT) Mitchell S. Pillar Survey Manager/Vice President DATE: Apr 20, 2023 Dave Lewis Acting Director, Park & Recreation Department APPROVED AS TO FORM AND LEGALITY: Jeremy Anato-Mensah Assistant City Attorney 64uopp 4 n� 1 I ' ,oRroyoaao ATTEST: p~o A00, Pvo o=d ppa* *d d �II4nEXA?o4p R g Jannette Goodall City Secretary Contract Compliance Manager: M&C: N/A Date: _N/A By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Scott E. Penn Sr. Capital Project Officer OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Prof Services Agreement Amendment Template Revision Date: November 23, 2021 Page 2 of 3 Heritage / Paddock Park Easement CO2471 FUNDING BREAKDOWN SHEET City Secretary No. 58767 Amendment No. 1 Department Fund -Account -Center Amount 1 080 1 34014-0800450-5330502—0O2471-004985 1 8,750.001 Total:1 8,750.00 City of Fort Worth, Texas Heritage / Paddock Park Easement Prof Services Agreement Amendment Template CO2471 Revision Date: November 23, 2021 Page 3 of 3 HUI1T-ZOLIARS HUITT-ZOLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • hunt-zollars.com April 19, 2023 Scott E. Penn Sr. Capital Projects Officer City of Fort Worth Park & Recreation Department 4200 S. Freeway, Suite 2200 Fort Worth, TX 76115 Email: Scott.penngfortworthtexas.gov Phone: 817-392-5750 RE: Heritage Park, Fort Worth, Texas. Approximatley 4.17 Acres at the southwest corner of intersection North Main Street and North Houston Street along the West Fork of the Trinity River. EASEMENT EXHIBITS and LEGAL DESCRIPTION REVISIONS Huitt-Zollars will revise five (5) Easement Exhibits and legal descriptions and prepare an additional Exhibit and legal description for Right -of -Way (1) of approximately 4.17 acres of Heritage Park located at the southwest corner of intersection North Main Street and North Houston Street along the West Fork of the Trinity River. The survey will be performed based on the following criteria. 1) Areas will be based on CADD file prepared by Kimley Horn (Heritage-Park-Paddock-Park- ParcelByOwner.dwg). 2) Easement Revision Preparation (5), additional Right -of -Way Exhibit (1) and Legal Description Legal Description for Easement — Preparation of a metes and bounds description and a 8 %2" x 11" exhibit map for the proposed easement location. The easement description will be referenced to the boundary corners of the parent tract. In addition an adequate amount of the easement boundary will be staked using 5/8 inch iron rods with yellow plastic caps stamped "Huitt- Zollars". 3) The survey will be completed approximately 4-5 weeks from the date of written authorization. 4) The fee to prepare the Easement Exhibit and Legal Description revisions and additional Right - of -Way Exhibit and Legal Description will be a lump sum amount of $8,750.00. huitt-zollars.com • ARIZONA • CALIFORNIA • COLORADO • NEW MEXICO • TEXAS • WASHINGTON HUI1T-ZOLIARS HUITT-ZOLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • hunt-zollars.com TERMS & CONDITIONS The following Terms and Conditions apply to this Agreement. 1. AUTHORIZATION FOR WORK TO PROCEED Signing of this Letter Agreement for services shall be authorization by the Client for Huitt-Zollars, Inc. to proceed with the work. This Agreement represents the entire understanding of Client and Huitt- Zollars, Inc. as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be amended, modified or altered except in writing, signed by the Parties. This Agreement shall not be construed against the Party preparing it, but shall be construed as if both Parties prepared it. 2. OPINION OF PROBABLE CONSTRUCTION COSTS It is recognized that neither Huitt-Zollars, Inc. nor its Client has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, Huitt-Zollars, Inc. cannot and does not warrant or represent that bids or negotiated prices to construct the part of the project for which it has provided services will not vary from the Client's budget for the Project or from an estimate of the Cost of the Work or evaluation prepared or agreed to by Huitt-Zollars, Inc. 3. STANDARD OF CARE Services performed by Huitt-Zollars, Inc. under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions (the "Standard of Care"). Huitt-Zollars, Inc. shall perform its services as expeditiously as is consistent with such Huitt-Zollars, Inc. skill and care and the orderly progress of the Project. No other representation, expressed or implied, and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document or otherwise. Notwithstanding any other representations made elsewhere in this Agreement or in the execution of the Project, this Standard of Care shall not be modified. Huitt-Zollars, Inc. shall act as an independent contractor at all times during the performance of its services, and no term of this Agreement, either expressed or implied, shall create an agency or fiduciary relationship. 4. TAXES All taxes due for services rendered, including but not limited to gross receipts tax, sales tax, etc., required to be paid will be billed to the Client in addition to fees. 5. BILLING AND PAYMENT The Client, recognizing that timely payment is a material part of the consideration of this Agreement, Client, shall pay Huitt-Zollars, Inc. for services performed in accordance with the rates and charges set forth herein. Invoices will be submitted by Huitt-Zollars, Inc. on a monthly basis and shall be due and payable within thirty (30) calendar days of invoice date. If the Client objects to all or any portion of an invoice, the Client shall so notify Huitt-Zollars, Inc. in writing within ten (10) calendar days of receipt of the invoice in question, but will pay, when due, that portion of the invoice not in dispute. In the event any invoice or portion thereof is disputed by Client, Client shall notify Huitt-Zollars, Inc. within ten (10) calendar days of receipt of the invoice in question, and Client and Huitt-Zollars, Inc. shall work together to resolve the matter within forty-five (45) days of its being called to Huitt-Zollars, huitt-zoiiars.com • mmit-uivA • uALIFUKNIA • GULUKAUU , IVCVV IVICAIVu • I tXAS • �vmantrvu t ury HUI1T-ZOLIARS HUITT-ZOLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • hunt-zollars.com Inc.'s attention. If resolution of the matter is not attained within forty-five (45) calendar days, either party may terminate this Agreement. 6. MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the Client nor Huitt-Zollars, Inc., their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the CLIENT and Huitt- Zollars, Inc. shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this Project. This mutual waiver shall survive termination or completion of this Contract. 7. TERMINATION/SUSPENSION If the Client fails to make payments to Huitt-Zollars, Inc. in accordance with this Agreement, such failure shall be considered substantial breach and cause for termination or, at Huitt-Zollars, Inc.'s option, cause for suspension of performance of services under this Agreement. If Huitt-Zollars, Inc. elects to suspend services, Huitt-Zollars, Inc. shall give seven days' written notice to the Client before suspending services. In the event of a termination of this Agreement or suspension of services, Huitt- Zollars, Inc. shall have no liability to the Client or any third party for delay or damage caused by or related in any way to the Client because of such suspension of services. Before resuming services, the Client shall pay Huitt-Zollars, Inc. all sums due prior to suspension, interest at 1.5% per month and any expenses incurred in the interruption and resumption of Huitt-Zollars, Inc.'s services. Huitt-Zollars, Inc.'s fees for the remaining services and the time schedules shall be equitably adjusted. If the Client suspends the Project, Huitt-Zollars, Inc. shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, Huitt-Zollars, Inc. shall be compensated for expenses incurred in the interruption and resumption of Huitt-Zollars, Inc.'s services. Huitt-Zollars, Inc.'s fees for the remaining services and the time schedules shall be equitably adjusted. If the Client suspends the Project for more than 90 cumulative days for reasons other than the fault of Huitt-Zollars, Inc., Huitt-Zollars, Inc. may terminate this Agreement by giving not less than seven days' written notice. Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 8. ADDITIONAL SERVICES Any services beyond those specified herein will be provided for separately under a mutually agreed upon Scope of Services, Additional Fees and Schedule and an additional written authorization from the Client. 9. GOVERNING LAW AND JURISDICTION The laws of the State where the Project is located will govern the validity of this Agreement, its interpretation and performance without regard to any conflict of law's provisions, which may apply the laws of other jurisdictions. huitt-zollars.com • Hr<rwty A • umUFORNIA • COLORADO • iiEW MEXICU • TEXAS • vvASHINGTOIv HUI1T-ZOLIARS HILITT-WLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • hunt-zollars.com 10. HAZARDOUS MATERIALS --SUSPENSION OF SERVICES Both parties acknowledge that Huitt-Zollars, Inc.'s scope of services does not include any services related to the discovery of or presence of any hazardous or toxic materials. In the event Huitt-Zollars, Inc. or any other party encounters any hazardous or toxic materials, or should it become known to Huitt-Zollars, Inc. that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of Huitt-Zollars, Inc.'s services, Huitt-Zollars, Inc. may, at its sole option and without liability for consequential or any other damages, suspend performance of its services under this Agreement until the Client retains appropriate consultants or contractors to identify and abate or remove the hazardous or toxic materials and warrants that the jobsite is in full compliance with all applicable laws and regulations. 11. CONSTRUCTION OBSERVATION If Construction Phase Services are part of this Agreement, Huitt-Zollars, Inc. shall visit the site at intervals agreed to in writing by the Client and Huitt-Zollars, Inc. in order to observe the progress and quality of the portion of the Work that is the subject of this Agreement completed by the Contractor. Such visits and observation are not intended to be an exhaustive check or a detailed inspection of the Contractor's work but rather are to allow Huitt-Zollars, Inc. to become generally familiar with the Work in progress and to determine, in general, if the portion of the Work that is the subject of this Agreement is proceeding in accordance with the Contract Documents. Based on these general observations, Huitt-Zollars, Inc. shall keep the Client informed about the progress of the Work and shall endeavor to guard the Client against deficiencies in the Work. If the Client desires more extensive project observation or fulltime project representation, the Client shall request that such services be provided by Huitt-Zollars, Inc. as Additional Services in accordance with the terms of this Agreement. Huitt-Zollars, Inc. shall not supervise, direct or have control over the Contractor's work nor have any responsibility for the construction means, methods, techniques, sequences or procedures selected by the Contractor nor for the Contractor's safety precautions or programs in connection with the Work. These rights and responsibilities are solely those of the Contractor in accordance with the Contract Documents. Huitt-Zollars, Inc. shall not be responsible for any acts or omissions of the Contractor, subcontractor, any entity performing any portions of the Work, or any agents or employees of any of them. Huitt-Zollars, Inc. does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations. 12. JOBSITE SAFETY Neither the professional activities of HUITT-ZOLLARS, nor the presence of HUITT-ZOLLARS or its employees and subconsultants at a construction/project site, shall impose any duty on HUITT-ZOLLARS, nor relieve the Contractor of its obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with the Contract Documents and any health or safety precautions required by any regulatory agencies. HUITT-ZOLLARS and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures. The CLIENT agrees that the Contractor shall be solely responsible for jobsite and worker safety and warrants that this intent shall be carried out in the CLIENT's contract with the Contractor. The CLIENT also agrees that the Contractor shall defend and indemnify the CLIENT, HUITT-ZOLLARS and HUITT-ZOLLARS' subconsultants. The CLIENT also agrees that the CLIENT, HUITT-ZOLLARS and HUITT- ZOLLARS' subconsultants shall be made additional insureds under the Contractor's policies of general liability insurance. The CLIENT shall furnish to HUITT-ZOLLARS certificates of insurance from the Contractor evidencing the required coverage specified above. The certificates shall include a provision that HUITT- huitt-zollars.com • ARICuNA • uALIFORNIA • GULORADO ' IVCVV IVICAlUU • 1 tXAS • �vmantryu t un HUI1T-ZOLIARS HUITT-ZOLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • hunt-zollars.com ZOLLARS shall receive thirty (30) days minimum written notification in the event of cancellation, non - renewal or material change of coverage. 13. RIGHT TO RELY ON CLIENT -PROVIDED INFORMATION Client shall be responsible for, and Huitt-Zollars, Inc. may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Client or any of its other consultants (collectively the Client) to Huitt-Zollars, Inc. Huitt-Zollars, Inc. may use such requirements, programs, instructions, reports, data, plans and information in performing or furnishing services under this Agreement. Any increased costs incurred by Huitt-Zollars, Inc. due to changes in or the incorrectness of information provided by the Client shall be compensable to Huitt-Zollars, Inc. as Additional Services. 14. OWNERSHIP OF INSTRUMENTS OF SERVICE Huitt-Zollars, Inc. and its consultants shall be deemed the author and owner of the Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of Huitt-Zollars, Inc. and its consultants. Huitt-Zollars, Inc. grants to the Client a nonexclusive license to use Huitt-Zollars, Inc.'s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Client substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 5. The license granted under this section permits the Client to authorize the Contractor, Subcontractors, Sub -subcontractors, and suppliers, as well as the Client's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If Huitt-Zollars, Inc. rightfully terminates this Agreement for cause, including but not limited to non-payment of all sums rightfully due, the license granted in this Article 14 shall terminate. In the event the Client uses the Instruments of Service without retaining Huitt-Zollars, Inc. and its consultants, the Client releases Huitt-Zollars, Inc. and its consultants from all claims and causes of action arising from such uses. The Client, to the extent permitted by law, further agrees to indemnify and hold harmless Huitt-Zollars, Inc. and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Client's use of the Instruments of Service under this Article 14. The terms of this Article 10 shall not apply if the Client rightfully terminates this Agreement for cause under Article 7. Except for the licenses granted in this Article 14, no other license or right shall be deemed granted or implied under this Agreement. The Client shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of Huitt- Zollars, Inc. Any unauthorized use of the Instruments of Service shall be at the Client's sole risk and without liability to Huitt-Zollars, Inc. and its consultants. The provisions of this Article 14 shall survive the termination of this Agreement. huitt-zollars.com • Hr<IZONA • CALIFORNIA • COLORADO • tiEW MEXICU • TEXAS • WASHINGTON HUI1T-ZOLLARS HUITT-ZOLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • huitt-zollars.com 15. SEVERABILITY Any term or provision of this Agreement found to be invalid under any applicable statute or rule of law shall be deemed omitted and the remainder of this Agreement shall remain in full force and effect. 16. ASSIGNMENT Neither party to this Agreement shall transfer, sublet or assign any rights or duties under or interest in this Agreement, including but not limited to monies that are due or monies that may be due, without the prior written consent of the other party. Subcontracting to subconsultants, normally contemplated by Huitt-Zollars, Inc. as a generally accepted business practice, shall not be considered an assignment for purposes of this Agreement. 17. INSURANCE Huitt-Zollars, Inc. shall maintain the following insurance until termination of this Agreement EXCEPT Professional Liability as defined below: • Commercial General Liability with policy limits of One Million Dollars ($1,000,000) for each occurrence and Two Million ($2,000,000) in the aggregate for bodily injury and property damage. • Automobile Liability covering vehicles owned, and non -owned vehicles used by Huitt- Zollars, Inc. with a policy limit of One Million Dollars (1,000,000) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. • Workers' Compensation at statutory limits. • Professional Liability covering negligent acts, errors and omissions in the performance of Huitt-Zollars, Inc. services with a limit of One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate. Huitt-Zollars, Inc. shall maintain this professional liability insurance during the term of this Agreement and, as reasonably commercially available, for three (3) years after the Date of Substantial Completion of the construction of the portion of the Work which is the subject of this Agreement, if applicable. • Additional Insured Obligations. To the fullest extent permitted by law, Huitt-Zollars, Inc. shall cause the polices for Commercial General Liability and Automobile Liability to include the Client as an additional insured for claims caused in whole or in part by Huitt-Zollars, Inc. negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Client's insurance policies and shall apply to both ongoing and completed operations. • If requested, Huitt-Zollars, Inc. shall provide certificates of insurance to the Client that evidence compliance with the requirements in this Section 17. 18. COMPLANCE WITH LAWS Huitt-Zollars, Inc. shall exercise the reasonable standard of care to comply with requirements of all applicable codes, regulations, and current written interpretation thereof published and in effect during the performance of our services. In the event of changes in such codes, regulations or interpretations huitt-zollars.com • AKIZONA • GALIFUKNIA • GULUKADU • NLW MLXIGU • I LXAS • wASHINGTON HUI1T-ZOLLARS HUITT-ZOLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • huitt-zollars.com during the course of the Project that were not and could not have been reasonably anticipated by Huitt-Zollars, Inc. and which result in a substantive change to the construction documents, Huitt-Zollars, Inc. shall not be held responsible for the resulting additional costs, fees or time, and shall be entitled to reasonable additional compensation for the time and expense of responding to such changes. 19. DISPUTE RESOLUTION If any claim or dispute cannot be resolved between the Project Managers for the parties, or through negotiations between the chosen executives of each of the parties, then the parties shall attempt to resolve the dispute through non- binding mediation and shall be administered by the American Arbitration Association in accordance with the Construction Industry Mediation Procedures in effect on the date of this Agreement. The non -binding mediation process is agreed to be a condition precedent to the right of either party to initiate litigation as a means of resolving any dispute under this Agreement. The costs and expenses of the Mediator shall be shared equally by the parties. If the matter has not been resolved utilizing the processes set forth above and the parties are unwilling to accept the non -binding decision of the Mediator, either or both parties may elect to pursue resolution through litigation. IT IS FURTHER AGREED THAT ANY LEGAL ACTION BETWEEN THE CLIENT AND HUITT-ZOLLARS, INC. ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES SHALL BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN THE COURTS OF THAT STATE WITHOUT A JURY. 20. CONFIDENTIALITY Huitt-Zollars, Inc. recognizes Client's interests in its confidential financial, programming, operational, and strategic information. Accordingly, Client will designate documents or transmittals of such information as confidential or proprietary and Huitt-Zollars, Inc. shall segregate and not disclose such documents or transmittals or the specific content therein to any third parties except only as authorized by Client, required by law, for public health or safety, or after the information otherwise becomes publicly available through other sources. 21. USE OF SUBCONSULTANTS Huitt-Zollars, Inc. may employ such consultants, engineers, or other subcontractors (collectively, "Subconsultants") as it deems necessary or advisable in the performance of its obligations hereunder; provided Huitt-Zollars, Inc. must obtain Client's prior written consent to the use of each Subconsultant, which consent shall not be unreasonably withheld. Huitt-Zollars, Inc. will require each Subconsultant to be bound to Huitt-Zollars, Inc. by the terms of this Agreement to the same extent that Huitt-Zollars, Inc. is bound to Client, and each subcontract will expressly incorporate the terms of this Agreement by reference. 22. THIRD -PARTY BENEFICIARIES Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or Huitt-Zollars, Inc. Huitt-Zollars, Inc.'s services under this Agreement are being performed solely for the Client's benefit, and no other party or entity shall have any claim against Huitt-Zollars, Inc. because of this Agreement or the performance or huitt-zollars.com • AKILUNA • GALIFUKNIA • GULUKAUU • NtW MtXIGU • I F-AAS • WASHING I UN HUI1T-ZOLIARS HUITT-ZOLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • hunt-zollars.com nonperformance of services hereunder. The Client and Huitt-Zollars, Inc. agree to require a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision. 23. AUTHORITY TO EXECUTE THIS AGREEMENT: In executing this Agreement, Huitt-Zollars and Subconsultant each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate authority to execute this Agreement, and perform the Services described herein. 24. COUNTERPARTS, ELECTRONIC SIGNATURES This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file or the like, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. huitt-zollars.com • ARIZONA • CALIFORNIA • COLORADO • NEW MEXICO • TEXAS • WASHINGTON HI ►,T---A-)l ! A P � HUITT-ZOLLARS, INC. • 5430 Lyndon B. Johnson Freeway • Suite 1500 • Dallas, TX 75240-2675 • 214.871.3311 phone • 214.871.0757 fax • huitt-zollars.com 25. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY, IN THE AGGREGATE, OF HUITT-ZOLLARS, INC. AND ITS OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, AND SUBCONSULTANTS, TO CLIENT, AND ANYONE CLAIMING THROUGH OR UNDER CLIENT, FOR ANY CLAIMS, LOSSES, COSTS, OR DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATING TO THIS PROJECT OR AGREEMENT, FROM ANY CAUSE OR CAUSES, INCLUDING BUT NOT LIMITED TO TORT (INCLUDING NEGLIGENCE AND HUITT-ZOLLARS, INC. ERRORS AND OMISSIONS), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY HUITT-ZOLLARS, INC. Should this proposal meet with your approval, please sign this agreement and return one copy to our office so that we may begin work. Thank you for the opportunity to provide this proposal. Please do not hesitate to call if you have any questions. Sincerely, HUITT-ZOLLARS, C. itchell S. Pillar, R.P.L.S. Vice President/Survey Manager Accepted for Signature Printed Name and Title Date _ I Y � r I I I� o** U. 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