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' HOMER L.CHASTAIN&ASSOCIATES,LLP
<br /> • Consulting Engineers
<br /> • � DECATUR,CHICAGO&ROCKFORD,ILLINOIS
<br /> . AGREEMENT FOR PROFESSIONAL SERVICES
<br /> TERMS AND CONDITIONS
<br /> These Terms and Conditions are a part of the Agreement between the Client (Owner) and Homer L. Chastain &Associates, LLP, (Engineer). Any
<br /> provision or part thereof of this agreement held to be void or unenforceable under any law shall be deemed stricken,and all remaining provisions shall
<br /> continue to be valid and binding upon the parties. The parties agree that this agreement shall be reformed to replace such stricken provision or part
<br /> thereof with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision.
<br /> AMENDMENTS
<br /> This agreement may be amended only in writing by both the Owner and Engineer.
<br /> COMPENSATION FOR PROFESSIONAL SERVICES
<br /> The basis for compensation will be either 1)a Lump-Sum Amount as noted on the face of this agreement or 2)payment for all hours worked on the
<br /> project based on the indicated rate for the class of personnel shown on the current Schedule of Hourly Rates in effect plus reimbursable expenses.(See
<br /> attached Schedule of Hourly Rates)
<br /> "Reimbursable Expenses"means the actual expenses incurred directly or indirectly in connection with the work including but not limited to the following:
<br /> Transportation and subsistence,toll telephone calls,telegrams,reproduction or printing,computer time and outside consultants.
<br /> TIME OF PAYMENT
<br /> The Engineer may submit monthly statements for services and expenses based upon the proportion of the actual work completed at the time of billing.
<br /> Unless provided for othervvise,payments for professional services will be due and payable upon the issuance of the Engineer's invoice. We bill for work
<br /> done each month by the 10th of the following month.
<br /> LATE PAYMENT
<br /> If the Owner fails to make any payment due the Engineer for services and expenses within the time period specified, a service charge of 0.5%(annual
<br /> rate of 6°/a) per month may be added to the Owner's account at the Engineer's discretion. Owner further agrees to pay all expenses of collection,
<br /> including court costs and reasonable attorney fees, should it become necessary to refer Owner's account for collection. If the Client is in breach of the
<br /> payment terms or othervvise is in material breach of this Agreement,the Consultant may suspend performance of services upon five(5)calendar days'
<br /> notice to the Client.The Consultant shall have no liability to the Client, and the Client agrees to make no claim for any delay or damage as a result of
<br /> such suspension caused by any breach of this Agreement by the Client. Upon receipt of payment in full of all outstanding sums due from the Client,or
<br /> curing of such other breach which caused the Consultant to suspend services, the Consultant shall resume services and there shall be an equitable
<br /> adjustment to the remaining project schedule and fees as a result of the suspension.
<br /> LIMITATION OF LIABILITY
<br /> In recognition of the relative risks and benefits of the Project to both the Client and the Consultant,the risks have been allocated such that the Client
<br /> agrees,to the fullest extent permitted by law,to limit the liability of the Consultant to the Client for any and all claims,losses,costs,damages of any
<br /> nature whatsoever or claims expenses from any cause or causes,including attorneys'fees and costs and expert-witness fees and costs,so that the
<br /> total aggregate liability of the Consultant to the Client shall not exceed$2 Million,or the ConsultanYs total fee for services rendered on this Project,
<br /> whichever is greater.It is intended that this limitation apply to any and all liability or cause of action however alleged or arising,unless othervvise
<br /> prohibited by law.
<br /> AUTHORITY AND RESPONSIBILITY
<br /> The Engineer shall not guarantee the work of any Contractor or Subcontractor,shall have no authority to stop work,shall have no supervision or control
<br /> as to the work or persons doing the work, shall not have charge of the work,shall not be responsible for safety in,on,or about the job site or have any
<br /> control of the safety or adequacy of any equipment, building component, scaffolding, supports, forms or other work aids. In the event we are not
<br /> providing site observation services, the ClienUOwner will indemnify and hold HLC harmless for claims arising from modifications, clarifications,
<br /> interpretations,adjustments or changes made to the contract documents to reflect changed field or other conditions.
<br /> TERMINATION
<br /> This agreement may be terminated by either party within fifteen days after receiving written notice. Any termination shall only be for good cause such as
<br /> for legal,unavailability of adequate financing or major changes in the work. In the event of any termination,the Engineer will be paid for all services and
<br /> expenses rendered to the date of termination on a basis of the Schedule of Rates plus reimbursable expenses and reasonable termination costs.
<br /> DELIVERABLES AND ELECTRONIC FILES
<br /> Plans, specifications, and electronic files are instruments of service and remain the property of the Engineer. Sealed hardcopy mylar plans and
<br /> electronic files are provided by the Engineer as actual deliverables. Electronic files are supplied in the software format currently in use by the Owner.
<br /> Owner agrees to indemnify and hold Engineer harmless from claims resulting from unauthorized reuse of electronic files or unauthorized changes made
<br /> by Owner or others to files in the Owner's possession. Information contained in electronic files is valid only for 120 days following delivery to the Owner,
<br /> and the Engineer is not responsible for data deterioration within the file.
<br /> REUSE OF DOCUMENTS
<br /> All documents including drawings and specifications furnished by Engineer pursuant to this Agreement are instruments of his services in respect of the
<br /> work. They are not intended or represented to be suitable for reuse by Owner or others on extensions of this work,or on any other work.
<br /> ESTIMATES OF COST
<br /> Since the Engineer has no control over the cost of labor, materials or equipment or over a Contractor(s) methods of determining prices, or over
<br /> competitive bidding or marketing conditions, his opinions of probable Project Cost or Construction Cost that may be provided for herein are to be made
<br /> on the basis of his experience and quatifications and represent his best judgment as a design professional familiar with the construction industry, but
<br /> Engineer cannot and does not guarantee that proposals, bids or the construction cost will not vary from opinions of probable cost prepared by him. If
<br /> the Owner wishes greater assurance as to the Construction Cost,he shall employ an independent cost estimator.
<br /> INFORMATION PROVIDED BY OTHERS
<br /> The Client shall furnish, at the ClienYs expense, all information, requirements, reports, data, surveys and instructions required by this Agreement. The
<br /> Consultant may use such information, requirements, reports, data, surveys and instructions in pertorming its services and is entitled to rely upon the
<br /> accuracy and completeness thereof.
<br /> I:\Municipalities\Ciry_of Decatur\5392 Lake Decatur Mining Plan\Management\Agreement.doc ',
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