R2008-55 AUTHORIZING GIS SEWER MAP QUALITY CONTROL AGREEMENT

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' TERMS AND CONDITIONS These Terms and Conditions are a part of the Agreement between the Client (Owner) and Bainbridge, Gee, Milanski & Associates, Inc. (BGM). Any 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 continue to be valid and binding upon the parties. AMENDMENTS This agreement may be amended only in writing approved by both the Owner and Engineer. STANDARD OF CARE The Services will be performed for the exclusive benefit of the Owner. The Services shall be conducted by BGM consistent with that level of care and skill ordinarily exercised by the engineering and consulting professions in the same locale acting under similar circumstances and conditions. COMPENSATION FOR PROFESSIONAL SERVICES The basis for compensation will be 1)a Lump-Sum Amount as noted on the face of this agreement,or 2)payment for all hours worked on the project based on the indicated rate for the class of personnel shown on the current Schedule of Charges in effect plus reimbursable expenses. (See attached Schedule of Charges) "Reimbursable Expenses"means the actual expenses incurred directly or indirectly in connection with the work including but not limited to the following: Transportation and subsistence, toll telephone calls, reproduction or printing, fees paid on behalf of Client and outside consultants. Estimates of fees are prepared to the best of our ability, but they should not be considered as final cost quotations. Unanticipated complications sometime materially increase the scope and cost of the work. Should a change in the scope of the project occur,we will notify you to obtain your authorization for additional fees which may materially exceed the estimate. METHOD OF PAYMENT The Engineer may submit monthly statements for services and expenses based upon the proportion of the actual work completed at the time of billing. Unless provided for otherwise,payments for professional services will be due and payable within 30 days of date of invoice. LATE PAYMENT If the Owner fails to make any payment due the Engineer for services and expenses within the time period specified,a service charge of 1.5% per month may be added to the Owner's account at the Engineer's discretion. This is an annual rate of 18%. Owner further agrees to pay all expenses of collection, including court costs and reasonable attorney fees should it become necessary to refer Owner's account for collection. LIMITATION OF LIABILITY The Owner agrees to limit the Engineer's liability to the Owner and to all construction contractors and subcontractors where applicable, on this work, for damages to them, due to the Engineer's negligent acts, errors or omissions, such that the total aggregate liability of the Engineer to all those named shall not exceed $50,000 or the Engineer's total fee for services rendered on this work, whichever is greater. Any claim of liability shall be deemed waived unless made by Owner in writing and received by Engineer within 1 year after completion of services. AUTHORITY AND RESPONSIBILITY 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 as to the worh 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 control of the safety or adequacy of any equipment, building component, scaffolding,supports,forms or other work aids. In the event we are not providing site observation services,the Client/Owner will indemnify and hold BGM harmless for claims arising from modifications, clarifications, interpretations, adjustments or changes made to the contract documents to reflect changed field or other conditions. TERMINATION This Agreement may be terminated by either party upon 30 days written notice to the other party. In the event of any termination, the Engineer will be paid for all services and expenses rendered to the date of termination on a basis of the Schedule of Charges plus reimbursable expenses and reasonable termination costs. DELIVERABLES Drawings, plans, designs, specifications and electronic files are instruments of service and shall remain the property of the Engineer. BGM will retain copies of all deliverables. Deliverables may not be used or reused by Owner, its employees, agents or subcontractors on any extension of the project or on any other project without prior written consent of the Engineer. Any reuse without specific written verification will be at Owner's sole risk, and without liability of BGM, and Owner agrees to defend, indemnify and hold Engineer harmless from any claim or liability, including attorney's fees,arising out of or resulting therefrom. BUM ENGINEERING 6/27/OS