2003-005-PEDCR
PARIS ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO. 2003-005
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS
ECONOMIC DEVELOPMENT CORPORATION ACCEPTING A
PROPOSAL FROM ADAMS CONSULTING ENGINEERS, INC. FOR
ENGINEERING SERVICES RELATED TO THE PARIS BUSINESS PARK;
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT IN
ACCORDANCE WITH SAID PROPOSAL; MAKING OTHER FINDINGS
AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN
EFFECTIVE DATE.
WHEREAS, the Board of Directors of the Paris Economic Development Corporation
(PEDC) did heretofore, on the 20th day of November, 2002, in Resolution No. 2002-007, accept
the revised proposal of Graeber, Simons & Cowan for master planning services related to a
business park in Paris; and,
WHEREAS, the PEDC is now in need of engineering services related to the Paris Business
Park, and the PEDC did heretofore solicit proposals for such services; and,
WHEREAS, the best proposal for such services was submitted by Adams Consulting
Engineers, Inc. of Tyler, Texas, and it should be awarded the contract for the same; and,
WHEREAS, the form of the professional services agreement for engineering services,
attached hereto as Exhibit A, should, in all things, be approved, and the President of the Board
should be authorized to execute the same; NOW, THEREFORE,
BE IT RESOLVED
CORPORATION:
BY THE PARIS
ECONOMIC
DEVELOPMENT
Section 1. That the findings set out in the preamble to this resolution are hereby in all
things approved.
Section 2. That the proposal of Adams Consulting Engineers, Inc. dated March 14, 2003,
attached here to as Exhibit A and incorporated herein for all purposes, be, and the same is hereby,
accepted.
Section 3. That the President of the Board, be, and he is hereby, authorized and directed
to execute, on behalf of the Paris Economic Development Corporation, the professional services
agreement with Adams Consulting Engineers, Inc. to perform engineering services related to the
Paris Business Park.
Section 4. That this resolution shall be effective from and after its date of passage.
PASSED AND APPROVED this 16th day of ~
Jay Guest, President
ATTEST:
l- . "---. ----.
\ \ \ --.
.~~\
(
Curtis Fendley; Secretary-Treasure
APPROVED AS TO FORM:
.,
ADAMS CONSULTING ENGINEERS, INC.
Civil / Environmental Engineers. Surveyors
March 14. 2003
Paris Economic Development Corporation
1125 Bonham Street
Paris, Texas 75460
Attn: Mr. Gary Vest
phone (903) 784-2501
fax (903) 784-2503
RE:
Civil Engineering Services
Paris, Texas
ACEI Proposal No. P2003.068
Mr. Vest:
Adams Consulting Engineers, Inc. (ACEI) is pleased to respond to your request for a proposal (RFP). ACEI
appreciates being selected by Paris Economic Development Corporation to provide these services,
contingent upon satisfactory negotiation of fees. It is requested that we provide CMI Design Services for
proposed industrial park project, located in Paris, Texas. This site is located along Loop 286
Our experience in working with comparable entities on many other projects has guided our judgment in
some aspects of this proposal. However, if any portion of this proposal appears either overly
comprehensive or less than adequate for your needs at this time, we would welcome the
opportunity to discuss the scope of work and modify it in accordance with your instructions.
We propose to perform the requested services within the following "Tasks" designations. This proposal
will use a phased approach to allow substantial input from the Owner's representatives in formulating
cost-effective and aesthetically pleasing design solutions
INITIAL CONSIDERATIONS It is understood that a multi-family housing project is planned at the above
referenced site. Survey and Geotechnical information will need to be provided to ACEI prior to our
design. It is further understood that The Park Companies (Client) owns the property and will be
responsible for services and expenses rendered thru this contract. Landscape design and re-zoning are
not included in this proposal at this time.
Task 1
Task 2 -
Task 3 -
Task 4 -
Task 5 -
Surveying
Preliminary Engineering
Civil Design Package
Hydraulic Analysis and Design
Contract and Construction Administration
Our proposal and fee estimate for each of the work Tasks listed above is presented in the following:
EXHIBIT .A
6320 Copeland Road. P.O. Box 131599 . Tyler, Texas 75713 . (903) 324-8400. FAX (903) 324-8450
Branch Office. Southlake, Texas
Paris Economic Development Corporation
March 14,2003
P2003.068
Paris Industrial Park
Paris, Texas
Page 2
BASIC SERVICES
We propose to perform the various services listed below that have been requested by the Client. Some
of the tasks listed are interrelated, and are generally not separable within this proposal, except for the
purpose of describing the scope of work.l.
The following lists the tasks and estimated fees anticipated as necessary for your project:
TASK 1 - SURVEYING SERVICES
It is our understanding that a surveying firm is employed by Paris EDC to produce a topographic map
showing contours at l' intervals. This shall be the basis for our design.
TASK 2 - PRELIMINARY ENGINEERING
1. Visit site to observe existing conditions.
2. Meet with EDC to establish design parameters.
3. Obtain Architect's Final Site Plan to be used for design.
4. Analyze alternates for stormwater detention.
TASK 3 - CIVIL DESIGN PACKAGE
This phase includes the detailed design and preparation of construction plans for the development, to be
reviewed and considered for approval by the Client.
A.
B.
C.
Utilize the boundary survey of the property (provided under separate contract by others.)
Utilize the topographic survey and mapping of the property (provided under separate
contract by others.) A detailed topography survey (with elevation contours) of the property is
required to design the streets and drainage features.
Prepare construction plans. Design the streets, drainage features, and water utilities (water,
fire protection, and sanitary sewer). This includes street horizontal and vertical alignment,
pavement sections, inlet and outlet structures, bridges, crossings, pipes, channels, lines,
manholes, fire hydrants, valves, and appurtenances.
The following "on-site" plans are typically required for subdivision developments. Some
drawings may be combined, depending on the complexity of the particular drawings. Not all
drawings may be required for this project, depending on the specific project presentation.
.
Cover Sheet - project information, vicinity map.
Specifications, Typical Sections, and Geotechnical Information (provided by Client) -
shows roadway or street sections, certain specifications, and soil boring logs.
Drainage Area Map and Calculations - delineates drainage areas, shows runoff, curb
inlets, sag inlets, grate inlets, storm sewer calculations, and tabular storm sewer
summary.
.
.
IOccasionally ACEI is asked to provide plans based on topographic mapping by others. Under this circumstance, our liability
must be limited accordingly. Also, increased charges usually apply due to additional manipulation of data files provided by
others, as required to integrate data into our CADD system. A nominal allowance for this ftas been included in tfte estimates
herein.
Initial:
Paris Economic Development Corporation
March 14,2003
P2003.068
Paris Industrial Park
Paris, Texas
Page 3
.
Paving and Drainage Plan and Profiles - will show topography, grading plan, streets,
drainage features, etc. (typically multiple sheets if street system is extensive). For
projects with short or no streets, a Grading and Drainage Plan (no profiles) will be
developed.
Channel Alignment and Details (when applicable).
Utility Site Plan - water and sewer utilities will be detailed, including locations of
manholes and valves. Primary features of electric, gas, and telephone lines will be
shown based on survey data and available information provided by utility
companies.
Site Details - Signage, fencing, pavement markings, etc.
Erosion Control Plan - will include appropriate EPA requirements.
Standard Details - these are used to provide details of construction of various
drainage and utility features. May typically include: TxDOT bridge and culvert
standards; and Standard Storm sewer, Paving, Water, and Sanitary Sewer standard
sheets.
.
.
.
.
.
D.
E.
Conduct internal plan review by ACEI staff.
Respond to Client comments on Construction Plans.
TASK 4 - HYDRAULIC ANALYSIS AND DESIGN
Prepare the necessary planwork for the construction of a stormwater layout, possibly including a
stormwater detention facility in accordance with the criteria set forth by the City of Paris. Coordinate
with the City of Paris Engineering Department to obtain approval of design.
Fee ......................,..............................."""""""""""""""""""""""""""................ $ 48,000
SUPPLEMENTAL SERVICES
TASK 5 - CONTRACT AND CONSTRUCTION ADMINISTRATION
This includes site observations, coordinating with contractors, bid administration, answering
requests for information (RFI's) and reviewing monthly pay requests. ACEI will coordinate with
design team members, City officials, owner and other parties as needed to keep the project moving
in a positive direction.
A.
B.
C.
D.
Provide random observation of water and sewer utilities construction.
Provide random observation of curb/gutter, paving, and drainage features.
Provide contract administration with Client and contractors.
Coordinate with contractor to provide "as-built" drawings.
Suggested Fee Estimate............................................................................................. $ 9,000
Initial:
Paris Economic Development Corporation
March 14,2003
P2003.068
Paris Industrial Park
Paris, Texas
Page 4
Direct Costs (Not in Basic Services)
1. Reproduction
2. Travel Expense
3. Sub-consultants not covered under Basic Services
Direct Costs shall be billed at cost plus 10%.
In general, the scope of work for Additional Services is not well defined until the project is underway. The
following lists Additional Services which we can provide in-house upon request:
.
Stream hydraulics and related FEMA flood studies or floodplain delineation.
Wetlands delineation, evaluation, permitting and mitigation.
Engineering for foundations, retaining walls, and pavements.
Off-site engineering studies, including surveying, platting, and plan development for streets,
extending or enlarging sanitary sewer lines, water lines, or storm drainage systems, and including
checking or verifying hydraulic capacity of off-site system(s) as a condition of use.
Multiple comments from reviewing entities. (Multiple comments shall be considered to be any above
the first series).
Extensive coordination between parties (such as owner, developer, City, Contractor or other
Agencies) due to: unclear development issues, ambiguous concepts, or necessary decisions (by
Client) on alternative development schemes, or major options.
Lighting Plans
Review of Shop Drawings2
Air emissions and related abatement and impact studies.
Structural engineering, Traffic engineering, and Mechanical-Electrical-Plumbing services.
As-Built drawings.
.
.
.
.
.
.
.
.
.
.
As mentioned above, fee estimates for Additional Services are not included herein, unless included in the
Basic Services portion of this proposal.
All additional fees required by the project will be billed at a cost pursuant to the rates listed in the
attached Rate Schedule, or based on a supplemental agreement after the scope of services is more
defined and shall be in accordance with the General Conditions. The Client will be notified prior to
conducting any analyses or initiating any activities that would significantly affect the scope of work.
2 Contract Documents prepared by ACEI will specify review procedures for contractor submittals ("shop drawings").
However, if others provide contract documents. ACEI will not review shop drawings except by special arrangement.
Initial:
Paris Econo .
March 14 2~3c Development C
P2003.068 orporation
Paris Ind'
ustnal P
. ark
Pans, Texas
Page 5
It;f.GG¡4r;fe;.
ì
Exhibit of Site
CONCEPTUA.
DESION
Economic D
eve/opment
PARIS TEXAS
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.
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ROAD LAYOUT
Option 1
Or"""', -
Au,tin . CO""""""
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JANUAI<Y IlOO3 .~;'
Initial:
Paris Economic Development Corporation
March 14,2003
P2003.068
Paris Industrial Park
Paris, Texas
Page 6
GENERAL
We,will proceed with the work upon receipt of a signed copy of this proposal, intact. Our charges will not
exceed the fixed fee listed above unless the above stated scope of services changes. If our fees should
need to exceed the fixed fee, we will not proceed without notification and discussion with the Client. It is
proposed that these services be performed in accordance with the attached General Conditions which
are incorporated into and made a part of this proposal. All authorized additional changes, due to a
change in the scope of services, will be billed in accordance with ACEl's current Rate Schedule. This
proposal shall be valid for a period of 30 days.
It shall be understood and agreed that Client shall remit payment within 45 days of invoice date. If
payment is not received during this time frame, interest will be assessed at a rate of 18% per annum on
the remaining balance from date of invoice. It is further understood that if payment for charges and
interest is not received within 60 days of invoice date, all work will cease on the project and will not
resume-until payment is received, in full, for all current and delinquent invoices. ACEI shall not be liable
for any hardships caused by stoppage in work based upon these conditions.
ACEI appreciates this opportunity to be of service. We welcome any questions or comments you may
have concerning this proposal.
Respectfully submitted,
ADAMS CONSULTING ENGINEERS, INC.
(¿)~
Ed snod~
Sr. Vice President / Principal
Garry J. Houston
Sr. Vice President / Principal
Attachments: General Conditions
ACCEPTANCE AND AUTHORIZATION
AGREED TO, THIS
DAY OF
,2003
BY:
(Signature)
(Printed)
TITLE:
COMPANY:
Initial:
ADAM5» CONSUL TING ENGINEER~, INC.
GENERAL CONDITIONS
1. PARTIES AND SCOPE OF WORK: Adams Consult,ng Engineers. Inc. (ACEI) shall indudesaid
company. or ,ts partIcular diviSIon. subsidiary or affiliate performing the work. "Work' means the
specific survey,ng. engineering desIgn. geotechn,cal. environmental. or other service(s) performed
by ACEI for client as set forth in ACEl's proposal or at client's direction. "This agreemenl' consists
of ACEl's proposal or work order. ACEl's Schedule of Fees. if applicable. client's written
acceptance thereof ,f accepted by ACEI. and these General Cond'tlons. 'Client' refers to the
person or business entlly ordenng Ihe work to be done by ACEI. If client is ordering the work on
behalf Of anolher. clienl represents and warrants thai client 's the duly authorized agent of said
party for Ihe purpose of ordering and directing sa,d work and In such case the term 'client" also
,ncludes the principal for whom the work is being. performed. Pnces quoted and charged by ACEI
for its work are pred,cated upon the condlilons and Ihe allocatIons of risks and obligations
expressed in this agreement. Unless th,s agreement spec,fically provides that ACEI is to perform
its work pursuant to speci~ed Federal. State. or local regulalions. client assumes sale
responsib,lilY for determ,nlng whether the quantity and the nature of lhe work ordered -¡'y clientlS
adequate and sufficient for clienl's intended purpose. Client shall communicate these General
Conditions to each and every third party to whom client transm,ts any part of ACEI's work
product(s). ACEI shall have no duty or obligation to any party other than those duties and
obligations expressly set forth in this agreement. Ordering work from ACEI shall const'lute
acceptance of the terms of this agreement.
2. RESPONSIBILITY: Work shall not indude delermn,ng. supervisIng or implementinglhe means.
methods. techniques. sequences or procedures of construction. nor evalualing. reporting or
affecling job cond,t,ons concerning health. safety or welfare. unless speci~cally required in the
scope of work. ACEl's work or failure to perform same shall not In any way excuse client or any
conlraClor, subcontractor or supplier from performance of its responsibilities in accordance with
th,s agreemenl or Ihe contract documents.
3. OWNERSHIP OF DOCUMENTS: All documents including Drawings and Specifications
prepared or furnished by ACEI's independent professional associates and consultants are
instruments of service and ACEI shall retain an ownership and property interest therein. My reuse
without written verifiC\!tion or adaptation by ACEI for the speci~c purpose intended will be at
Client's sole riSk.
4. OPINIONS OF COST: As ACEI has no control over the cosl of labor. materials, equipment or
services furnished by others or over the Contractor(s)' methods of determ,ning pnces. or over
compelltive b,ddlng or market cond,lions. opinions of probable cosls cannot and do not guarantee
that proposals. bids or actual total project or construction costs will not vary from opinions of
probable cost prepared by ACEI.
5. HAZARDOUS MATERIALS: ACEl's work may include limited visual observation. laboratory
analyses or physical testing of samples of subsurface and olher malerials for the purpose of
detection. quant,ficalion. or idenli~calion of Ihe extent. if any. of contam,nation of subsurface soils
or ground water by 'hazardous materials.. de~ned elsewhere in this agreement. or being those
materials de~ned as such by RCRA. 42 USC or those Ident,fied as such by a state or the Federal
EPA. as more specifically stated in ACEl's proposal. Nothing conlained within this agreement shall
be construed or interpreled as requiring ACEI to assume the status of an owner. operator.
generator. storer. transporter. treater or disposal facility as those lerms appear within RCRA.
CERCLA or within any Federal or Stale stalule or regulation governing the generation. handting.
transport. trealment, slorage and disposal of pollutants. Client assumes full responsibility for
compliance with the provisions of RCRA and any other Federal or Slate slalute or regulation
governing the handling. treatmenl. storage and d'sposal of pollutanls
6. SCHEDULING OF WORK: The work as sel forth in ACEl's proposal will be accomplished in a
timely and workmanlike manner by ACEI personnel. If ACEI is required to delay any part of its
work to accommodate the requests or requirements of clienl. regulatory agenc'es. or third parties
or ~';e '0 or'l "",,", h"von~ the ~¡recl re050nohl" conlrol 0/ ACEI. additional charges may be
applIcable. wh,ch client agrees to pay ,n accordance w,th ACEI's current Rate Schedule
7. SITE ACCESS. RESTORATION, & DUTY TO NOTIFY: Client WIll arrange and provide access
to each site upon wh,ch it will be necessary for ACEI 10 perform ItS work. In the event work is
required on any s,te not owned by client. clIent represenls and warrants to ACElthat client has
obtained all necessary permissions for ACEtto enler upon the sIte and conduct its work. Client
shall. upon request. provide ACEI wilh evidence of such permiss'on as well as acceptance of the
other lerms and condit,ons set forth herein by the owner(s) and tenanl(s). if applicable. of such
site(s) in a form acceptable to ACEI. Any work performed by ACElto obtain permission to enter
upon and do work on the lands of others as well as any work performed by ACEI pursuant to this
agreement shall be deemed as being done on behalf of client and client agrees to assume all risks
thereof. ACEI shall take reasonable measures and precautions to min,mize damage to each site
and any improvements located thereon as the result of its work and the use of ,ts equipment;
however. ACEI has not included in its fee the cost of restoration of damage which may occur. If
client or the possessor of any interest in any site deSires or requires ACEI to restore site to its
former condilions. upon written request of client, ACEI will perform such additional work as is
necessary and client agrees to pay ACEI the cost thereof plus ACEI normal mark-up for overhead
and profit. ACEI shall be under no obligation to inform other parties of ,ts activihes or discoveries.
but shall not be held liable. even if negligent in doing so. Client further recognizes that knowledge
Of such suspecled or actual condillon may result in a reduction in a property's value and may
provide incentIVe to owners of properties affected to inihate legal action against client and/or
others.
8. CLIENT'S DUTY TO NOTIFY ENGINEER: Client represents and warrants that he has advised
ACEI of any known or suspected hazardous malerials. utility lines. underground or overhead
structures. and pollutants at any site at which ACEI 's to do work hereunder. and unless ACEI has
assumed in writing the responsibilIty of locating subsurface objects, structures. lines or conduits.
CLIENT AGREES TO RELEASE. DEFEND. INDEMNIFY AND HOLD HARMLESSACEI FROM ALL
CLAIMS, SUITS. LOSSES. COSTS AND EXPENSES. ("DAMAGES") INCLUDING REASONABLE
ATTORNEYS FEES AS A RESULT OF PERSONAL INJURY. DEATH OR PROPERTY DAMAGE
OCCURRING WITH RESPECT TO ACEI'S PERFORMANCE OF ITS WORK AND RESUL TlNG
FROM OR CAUSED BY CONTACT WITH SUBSURFACE OR LA TENT OBJECTS. STRUCTURES.
LINES OR CONDUITS WHERE THE ACTUAL OR POTENTIAL PRESENCE AND LOCATION
THEREOF WAS NOT REVEALED TO ACEI BY CLIENT REGARDLESS OF WHETHER OR NOT
SUCH DAMAGES ARE THE RESUL T OF ACEI'S NEGLIGENCE IN WHOLE OR IN PART.
9. LIMITATIONS OF PROCEDURES, EQUIPMENT AND TESTS: In/ormation obtained from
observat'on. analysis and tesllng Of sample matenals shall be reported on boring logs or other test
reports and may be conSIdered evidence wIth respect to the detection, quantIfication and
,dentlf,catJon of pollulants, but any inference or concluSIon based thereon is an op'nion based
June,2001
upon engineering judgement and shall not be construed as a representation of fact. Ground water
levels and composlt'on may vary due to seasonal and climahc changes and extrlns,c cond,tlons
and. unless sampling and teshng are conducled over an extended period of t,me. pollutants
conta,ned therein may escape detection. A site al wh,ch pollutants are not found to exist or at the
time of inspection do not in fact exist. may later. due to intervening causes suCh as natural ground
water flows or human interventIon. become conlam,nated. There is a risk that sampling techniques
may themselves result in contaminahon of certain subsurface areas such as when a probe or
bonng device moves through a contaminated area ',nking it 10 an aqu,fer. underground stream or
other hydrous body not preVIously contaminated. Because Ihe risks set forth ,n th,s paragraph may
be unavoidable and because the sampling techn,ques 10 be employed are a necessary aspect of
ACEl's work on client's behalf. client agrees to assume these risks.
10. DISCOVERY OF UNANTICIPATED POLLUTANTS: The discovery of certain pollutants may
make ,t necessary for ACEI 10 take ,mmedlale measures to protect heallh and safety. CI,enl
agrees to reimburse ACEI for the reasonable cost of 'mplemenling such measures under the
circumstances. ACEI agrees to nol'ry client as soon as practically possible should Such pollutants
be suspected or discovered
11. SOIL AND SAMPLE DISPOSAL: Unless olherwise agreed in writing. soils known atlhe time
to be contaminated will be placed In conta,ners. labeled and left on the s,te lor proper dIsposition
by client. Samples removed by ACEI for laboratory teshng WIll. upon complet,on of tesling. be
disposed by the laboratory in an approved manner or returned to the s,te for dIsposal by others.
12. INDEMNITY: Sublect to the foregoinglim'lalions. ACEI agrees to indemnify and hold client
harmless from and aga,nst any and all ctalms. su,ts. costs and expenses includ,ng reasonable
attorney's fees and court costs arising out of ACEI's negligence to the extent of ACEl's negligence.
Client shall provide the same proteclion to the extent of ilS negligence. In the event that client or
client's principal shall bring any su,t. cause of action, claim or counterclaim against ACEI. the party
initialing such aCtion shall pay to ACEI the Cosis and expenses incurred by ACEI to inveshgate.
answer and defend it, includ,ng reasonable attorney's and witness fees and court costs to the
exlent,¡hal ACEt shall prevail in such suit.
13. PAYMENT: Clienl shall be invoiced periodically for work performed during the preceding
period. Client agrees to pay each invoice within thirty (30) days of its receipt. Clienl further agrees
to pay interesf on all amounts invoiced and not paid or objected to for valid cause in writing within
said thirty (30) day period at the maximum Interest rate permitted under applicable law, until paid.
Client agrees to pay ACEI's cost of collection of all amounts due and unpaid after sixty (60) days.
including court costs and reasonable attomey's fees. ACEI shall not be bound by any provision or
agreement requiring or providing for arbitration of disputes or controversies arising out of this
agreement. any provision wherein ACEI waives any rights to a mechanic's lien. or any proviSion
condillonong ACEl's right to receIVe payment for ItS work upon payment to client by any third party.
These general conditions are notice, where required. that ACEI shall file a lien whenever
necessary to collect past due amounls. Failure 10 make payment within 30 days of invoice shall
const,tute a release of ACEt from any and all claims which client may have. e,lher in tort or
contracl. and whether known or unknown at the time
14. TERMINATION: This Agreemenl may be terminated by either party upon seven day's prior
written nolice. In the event of terminalion. ACEI shall be compensated by client for all work
performed up 10 and including the terminahon date, including reimbursable expenses as per the
ACEI Rate Schedule.
15. WITNESS FEES: ACEl's employees shall not be retained as expert witnesses except by
separate. written agreement. Client agrees to pay ACEI pursuant to ACEl's then current fee
schedule for any ACEI employee subpoenaed by any party as an occurrence witness as a result of
ACEI'S work.
16. ENTIRE AGREEMENT: Th,s agreemenl containS the entire understand,ng between the
parties. Clienl acknowledges that no represenlallons. warranlles. undertakings or promises have
been made other than and except those expressly conlained herein. This agreement may be
amended. modified or terminated only by a written Instrumenl signed by each of the part,es hereto.
In the event any of the provisions of these general conditions should be found 10 be
unenforceable. it shall be stricken and the remaIning provisions shall be enforceatie.
17. TITLES: The titles or paragraph headings used in this agreemenl are for general reference
only. are not part of the agreement. and shall not be conSlrued as limihng the meaning of the
proVIsions conta,ned here,n.
18. CONTROLLING LAW: Th,s agreement shall be subject to the law and jurisdictIon of the State
of Texas. wilhout application of principles of confllcts.of-Iaws. Venue shall be proper only in Ihe
courts of Smith County. Texas
I",tial