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<br /> Attachment A- STANDARD TERMS & CONDITIONS
<br /> 1. The submitted Support Services Agreement and Attachments A,B&C constitute and are herein referred to as the Agreement.
<br /> 2. B&W Control Systems Integration,LLC is herein referred to as BWCSI,and the party with whom BWCSI is entering into this Agreement is
<br /> herein referred to as OWNER.
<br /> 3. BWCSI will submit requests for payment as indicated in the Support Services Agreement. Payments under this Agreement shall be made
<br /> in accordance with the Illinois Local Government Prompt Payment Act.
<br /> 4. This Agreement may be terminated,in whole or in part,by either party if the other party substantially fails to fulfill its obligations under this
<br /> Agreement through no fault of the terminating party;or the OWNER may terminate this Agreement,in whole or in part,for its convenience.
<br /> However,no such termination may be effected unless the terminating party gives the other party:(1)not less than ten(10)calendar days
<br /> written notice by certified mail of intent to terminate,and(2)an opportunity for a meeting with the terminating party before termination. If
<br /> this Agreement is terminated by either party,BWCSI shall be paid for services performed to the effective date of termination,including
<br /> reimbursable expenses. In the event of contract termination,the OWNER shall receive reproducible copies of Drawings,Custom
<br /> Developed Applications and other documents completed by BWCSI.
<br /> 5. BWCSI agrees to hold harmless and indemnify the OWNER and each of its officers,agents and employees from any and all liability
<br /> claims,losses,or damages,including but not limited to legal fees(attorney's and paralegal's fees,expert fees and court costs),to the
<br /> extent that that such claims,losses,or damages are caused by BWCSI's negligence in the performance of the services under this
<br /> Agreement,but not including liability that may be due to the sole negligence of the OWNER or other consultants,contractors or
<br /> subcontractors working for the OWNER,or their officers,agents and employees. In the event claims,losses,or damages are caused by
<br /> the joint or concurrent negligence of BWCSI and the OWNER they shall be borne by each party in proportion to its negligence. BWCSI
<br /> shall similarly protect,indemnify and hold and save harmless,the Owner,its officers,officials,employees,volunteers and agents against
<br /> and from any and all claims,costs,causes,actions and expenses,including but not limited to,legal fees,incurred by reason of BWCSI's
<br /> breach of any of its obligations under,or BWCSI's default of any provision of the Agreement. The indemnification obligations under this
<br /> paragraph shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable by or for
<br /> the BWCSI or any subcontractor under Workers'Compensation or Disability Benefit Acts or Employee Benefit Acts.
<br /> 6. The OWNER acknowledges that BWCSI is a Limited Liability Company and not a Professional Service Corporation,and further
<br /> acknowledges that the corporate entity,as the party to this contract,expressly avoids contracting for individual responsibility of its officers,
<br /> directors,or employees.
<br /> 7. The OWNER and BWCSI agree that any claim made by either party arising out of any act of the other party,or any officer,director,or
<br /> employee of the other party in the execution or performance of the Agreement,shall be made solely against the other party and not
<br /> individually or jointly against such officer,director,or employees.
<br /> 8. For the duration of the project,BWCSI shall procure and maintain insurance for protection from claims under worker's compensation acts,
<br /> claims for damages because of bodily injury including personal injury,sickness or disease or death of any and all employees or of any
<br /> person other than such employees,and from claims or damages because of injury to or destruction of property including loss of use
<br /> resulting therefrom,alleged to arise from BWCSI's negligence in the performance of services under this Agreement. The OWNER shall
<br /> be named as an additional insured on BWCSI's general liability insurance policy. Prior to beginning work,BWCSI shall furnish Owner
<br /> with a certificate(s)of insurance and applicable policy endorsement(s)executed by a duly authorized representative of each insurer
<br /> showing compliance with the insurance requirements contained in this agreement. The limits of liability for the insurance required by this
<br /> Subsection are as follows:
<br /> Workers Compensation: Statutory Limits Excess Umbrella Liability: $5,000,000 per claim and aggregate
<br /> General Liability: $1,000,000 per claim Professional Liability: $5,000,000 per claim
<br /> $2,000,000 aggregate $5,000,000 aggregate
<br /> Automobile Liability: $1,000,000 combined single limit
<br /> 9. Notwithstanding any other provision of this Agreement,and to the fullest extent permitted by law,the total liability,in the aggregate,of
<br /> BWCSI and their officers,directors,employees,agents,and any of them,to the OWNER and anyone claiming by,through or under the
<br /> OWNER,for any and all claims,losses,costs or damages whatsoever arising out of,resulting from or in any way related to the project or
<br /> the Agreement from any cause or causes,including but not limited to the negligence,professional errors or omissions,strict liability or
<br /> breach of contract or warranty expressed or implied of BWCSI or their officers,directors,employees,agents or any of them,hereafter
<br /> referred to as the"OWNER's Claims",shall not exceed the total insurance proceeds available to pay on behalf of or to BWCSI by their
<br /> insurers in settlement or satisfaction of OWNER's Claims under the terms and conditions of BWCSI'insurance policies applicable thereto,
<br /> including all covered payments made by those insurers for fees,costs and expenses of investigation,claims adjustment,defense and
<br /> appeal.
<br /> 10. BWCSI is responsible for the quality,technical accuracy,timely completion,and coordination of all Designs,Drawings,Custom
<br /> Developed Applications and other services furnished or required under this Agreement,and shall endeavor to perform such services with
<br /> the same skill and judgment which can be reasonably expected from similarly situated professionals. If the Owner considers that BWCSI
<br /> has not complied with this condition,then the Owner is required to notify BWCSI in writing(or e-mail)of the specific service not in
<br /> compliance,at which time BWCSI will correct the issue or provide reasoning as to why the service is considered compliant.
<br /> 11. BWCSI is not responsible for any infringements to third party copyrights,patents,or trade secrets where the Owner has made
<br /> amendments to the original documents associated with such copyrights,patents or trade secrets.
<br /> 12. The OWNER may,at any time,by written order,make changes within the general scope of this Agreement in the services to be
<br /> performed by BWCSI. If such changes cause an increase or decrease in BWCSI's fee or time required for performance of any services
<br /> under this Agreement,whether or not changed by any order,an equitable adjustment shall be made and this agreement shall be modified
<br /> in writing accordingly.
<br /> 13. All Drawings,Custom Developed Applications,and other documents prepared or furnished by BWCSI pursuant to this Agreement are
<br /> instruments of service in respect to the project,and BWCSI shall retain the right of reuse of said documents and electronic media by and
<br /> at the discretion of BWCSI whether or not the project is completed. Electronic copies of BWCSI's documents for information and
<br /> reference in connection with the use and occupancy of the project by the OWNER and others shall be delivered to and become the
<br /> property of the OWNER;however,BWCSI's documents are not intended or represented to be suitable for reuse by the OWNER or others
<br /> on additions or extensions of the project,or on any other project. Any such reuse without verification or adaptation by BWCSI for the
<br /> specific purpose intended will be at the OWNER's sole risk and without liability or legal exposure to BWCSI,and the OWNER shall
<br /> indemnify and hold harmless BWCSI from all claims,damages,losses and expenses including attorneys'fees arising out of or resulting
<br /> therefrom.
<br /> 14. Standard Hours are considered Monday-Friday 7:30 am to 5:00 pm Central Time,excluding the following holidays:New Year's Day,
<br /> Memorial Day,Independence Day,Labor Day,Thanksgiving Thursday and Friday,and Christmas Day. If a holiday falls on a Saturday,
<br /> the preceding Friday shall be considered a holiday;if a holiday falls on a Sunday,the following Monday shall be considered a holiday.
<br /> 15. Any provision or part thereof of this Agreement held to be void or unenforceable under any law shall be deemed stricken,and all
<br /> remaining provisions shall continue to be valid and binding upon the parties. The parties agree that this Agreement shall be reformed to
<br /> replace such stricken provision or part thereof with a valid and enforceable provision which comes as close as possible to expressing the
<br /> intention of the stricken provision.
<br /> 16. Except in respect of payment liabilities,neither party will be liable for any failure of delay in its performance under this Agreement due to
<br /> reasons beyond its reasonable control,including acts of war,acts of God,earthquake,flood,riot,embargo,sabotage,governmental act or
<br /> failure of the Internet,provided the delayed party gives the other party prompt notice of the reasons for such cause.
<br /> 17. This Agreement contains and embodies the entire and integrated agreement between parties hereto and supersedes all prior
<br /> negotiations,representations,or agreements,either written or oral.
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