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<br /> HOMER L. CHASTAIN&ASSOCIATES, LLP r ,
<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(Ownerl 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
<br /> shall continue to be valid and binding upon the parties. The parties agree that this agreement shall be reformed to replace such stricken provision
<br /> or part 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 /> i 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 21 payment for all hours worked on
<br /> the project based on the indicated rate for the class of personnel shown on the current Schedule of Hourly Rates in effect plus reimbursable
<br /> expenses. (See 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
<br /> following: 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
<br /> billing. Unless provided for otherwise, payments for professional services will be due and payable upon the issuance of the Engineer's invoice.
<br /> We bill for work 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 1.5%
<br /> (annual rate of 18%) per month may be added to the Owner's account at the Engineer's discretion. Owner further agrees to pay all expenses of
<br /> collection, including court costs and reasonable attorney fees,should it become necessary to refer Owner's account for collection. If the Client is
<br /> in breach of the payment terms or otherwise is in material breach of this Agreement, the Consultant may suspend performance of services upon
<br /> five (5► cale�dar days' notice to the Client. The Consultant shall have no liability to the Client, and the Client agrees to make no claim for any
<br /> delay or damage as a result of such suspension caused by any breach of this Agreement by the Client. Upon receipt of payment in full of all
<br /> outstanding sums due from the Client, or curing of such other breach which caused the Consultant to suspend services, the Consultant shall
<br /> resume services and there shall be an equitable 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
<br /> Client 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,
<br /> damages of any nature whatsoever or claims expenses from any cause or causes,including attorneys'fees and costs and expert-witness fees and
<br /> costs,so that the total aggregate liability of the Consultant to the Client shall not exceed 550,000,or the Consultant's total fee for services
<br /> rendered on this Project,whichever is greater.It is intended that this limitation apply to any and all liability or cause of action however alleged or
<br /> arising,unless otherwise 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
<br /> control as ta 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
<br /> site or have any control of the safety or adequacy of any equipment, building component,scaffolding,supports,forms or other work aids. In the
<br /> event we are not providing site observation services,the Client/Owner will indemnify and hold HLC harmless for claims arising from modifications,
<br /> clarifications,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
<br /> such as for legal, unavailability of adequate financing or major changes in the work. In the event of any termination,the Engineer will be paid for
<br /> all services and expenses rendered to the date of termination on a basis of the Schedule of Rates plus reimbursable expenses and reasonable
<br /> 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
<br /> provided by the Engineer are actual deliverebles and have precedence over any electronic files supplied to the Owner as a convenience. Electronic
<br /> files are supplied in the software format currently in use by the Engineer,who has no control over deterioration or functional obsolescence due to
<br /> upgraded versions of software programs. Owner agrees to indemnify and hold Engineer harmless from claims resulting from unauthorized reuse
<br /> of electronic files or unauthorized changes made by Owner or others to files in the Owner's possession. Information contained in electronic files
<br /> is valid only for 60 days following delivery to the Owner,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
<br /> of the 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 Contractorls) 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
<br /> made on the basis of his experience and qualifications and represent his best judgment as a design professional familiar with the construction
<br /> industry, but Engineer cannot and does not guarantee that proposals, bids or the construction cost will not vary from opinions of probable cost
<br /> prepared by him. If 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 Client's expense, all information, requirements, reports, data,surveys and instructions required by this Agreement.
<br /> The Consultant may use such information, requirements, reports, data, surveys and instructions in performing its services and is entitled to rely
<br /> upon the accuracy and completeness thereof.
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