R2021-204 Resolution Authorizing City Manager to Enter Into a Professional Services Agreement with Blank, Wesselink, Cook & Associates, Inc. for Design and Construction Oversight Services for Transit Facilities HVAC Replacement Project

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§ 10.5 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 Owner or Engineer. § 10.6 Unless otherwise required in this Agreement,the Engineer shall have no responsibility for the discovery, presence,handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form;at the Project site. § 10.7 The Engineer shall have the right to include photographic or artistic representations of the design of the Project among the Engineer's promotional and professional materials.The Engineer shall be given reasonable access to the completed Project to make such representations.However,the Engineer's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Engineer in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for the Engineer in the Owner's promotional materials for the Project.This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 lfthe Engineer or Owner receives information specifically designated as"confidential"or"business proprietary,"the receiving party shall.keep such information strictly confidential and shall not disclose it to any other person except as sett forth in Section 10.8.1.This Section 10.8 shall survive the termination of this Agreement. § 10.8.1 The receiving party may disclose"confidential"or"business proprietary"information after 7 days'notice to the other party,when required by law,arbitrator's order,or court order,including a subpoena or other form of compulsory legal process issued by a court or governmental entity,or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute.The receiving party may also.disclose such information to its employees,consultants,or contractors in order to perform services or work solely and exclusively for the Project,provided those employees,consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions.If it is determined that any provision of the Agreement violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to mare that provision legal and. enforceable.In such case the Agreement shall be construed,to the fullest extent permitted by law,to give effect to the parties' intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Engineer's Basic Services described:under Article 3,the Owner shall compensate the Engineer as follows: .1 Stipulated Sum (Insert amount) $24,200.00 plus reimbursable costs .2 Percentage Basis (Insertpercentage value) .3 Other (Describe the method of compensation) AIA contract form purchase cost(reimbursable fee)=$85.00 § 11.2 For the Engineer's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3,the Owner shall compensate the Engineer as follows: (Insert amount of, or basis for,compensation.If necessary, list specific services to which particular methods of compensation apply.) Int AIA Document 8101`-2017.Copyright 01974.1978,1987,1987,2007 and 2017 by The American Institute of Architects.All rights reserved.Ther"Arreri n lits" of 'te ""AIA," AEA Logo,and WAC u "ere t arks ani# tie a oslt s' This documenttics 22 produced by AIA software at 16149:33 ET on 10128/2021 under Order No.0378037672 which expifes on Omay not 2,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract t�cttments®Terms of Service.To Mort copyright violations,a-mail copydght@aia.org. User Noes: (1733055828)