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ATTACHMENT B
<br /> STANDARD TERMS AND CONDITIONS
<br /> These Standard Terms and C�ditions ("STCs'� arc incorporated by roferonce into the foregoing agreement w proposal, along with arry futune modifications or
<br /> amendments thereto made in accordana with Paragroph 24 below(the"Agreement")b�wan Dewberry("we"or"us"or"our")and its client(`you"or"your')for the
<br /> perfortnancc of architectural,engineering,surveying,planning,or other services("Services").'Riese STCs are fully binding upon you just as if they were fuily set forth in
<br /> the body of the Agreement,and shali supeesede any term or provision elsewhere in the Ageement in canflict with these STCs.
<br /> I. Period of Offer. Unless we decide,i�writing,to extend the period for acceptance by you of our proposal,you have 90 days from our proposal date to
<br /> accept our proposal.We have the right to withdraw the proposal at any time before you �cept Delivery of a signed proposal—whether original or copy--to us
<br /> constitutes your acceptance of the proposal,including attachments expressly incorporated into the prop�al by reference.'fhe ro
<br /> p posal and incorporated attachmenu shall
<br /> constitute the entire ageement between you and us.
<br /> If you roquest us to render Services before you deliver a signed proposal to us,and we render Services in accordance with the proposal,you agree that the
<br /> proposal and these STCs constitute the Agrcement between you and us even if yau fai!to retum a signed proposal to us.
<br /> 2. Scope of Services. For rhe fee set forth in the Agreement,ya�agree that we shall only be obligaud to render the Services expressly described in the
<br /> Agreement.Unless the Agreement expressly rc:quires,in no event do we have any obligation or rcsponsibilityfor.
<br /> a.The correctness and completeness of any dceument which was preparcd by anotheremity.
<br /> b.The correctness and completeness of any drawing prepared by us,unless it was properly signect and sealed by a registered professional on our behalf.
<br /> c. Favoreble or timely comment or action by any govemmental enrity on the submission of any consuuctimi documents,land use or feasibility studies,
<br /> appeals,petitions for exceptions or waivers,or other requests or documents of any nature whatsa.wer.
<br /> d.Taking into account off-site circumstances other than those clearly visible and actually known to us from on-sitework.
<br /> e.The actual location(or characteristicx)of any porbon of a utiliry which is not endrely visible from the surCace.
<br /> f.Site safety or construction quality,means,methods,or sequenccs.
<br /> g.The comectness of any geotechnical services perforn►ed by others,whether or not performed a5 oursubcontr�tor.
<br /> h.The accuracy of earth work estimates and quantity takeoffs,or the batffi►ce of e�thwork cut and fill.
<br /> Should shop drawing review be incorporated into die Services,we shall pass on the shop drawings with�neble prompmess. Checking and approval of
<br /> shop drawings will be general,for conformance with the design concxpt of the�ojxt to which this Agreement relates("Project")and compliance with the infortnazion
<br /> given in the construction documents,and will not include quantities,Getsiled dimensions,nor�justrnenu of dimensions to actual field conditiais.Approval shall not be
<br /> construed as permitting any depattute from contract requirements nor a5 r�elieving the Contractor of the sole and final responsibility for any ertor in details,dimensions or
<br /> offierwise that may exist
<br /> We do not provide legal,accounting,or inswance services,
<br /> 3. Your Oral Decisions.You,or any of your diroctors,officas,parMers,rt�embers,managers,employees or agents having apparent authority from you,may
<br /> orally:(a)make decisions relating to Services or the Agreement;(b)request a change in the scope of Services under the Agreement;or(c)request us to render addirional
<br /> services under the Agreement,subject to our right to require you to submit the request in writing before your decision or request shall be considered to have been
<br /> effectively made. You may,at any time,limit the authority of any or all persons to act orally on your behalf under this Paragraph 3,by giving us seven 7 days advance
<br /> written notice.
<br /> Dewberry will only tal:e direction from the City Manager,City Treasu�er and the Fire Chief.Each of these three will have authoriry to cortunit the City in any
<br /> matters of work scope.
<br /> 4. Proprietary Rights.Dewberry recognizes and acknowledges that the City of Decatur is a municipal cotporati�and as such is subject to the laws of the
<br /> State of Illinois including the Frcedom of Information Act To the extent possible,the City agrees that the drawings,spocific�iont and other documents prepared by
<br /> Dewberry under this Agreement are instruments of tl�eir service for use solely for the Project and, unless oiherwise provided,shall be dcemed the author of these
<br /> documents and shall retain aU common law,statutory,and other reserved rig6ts,including tho copyright�d rigLts to any Dewbeny trademarks. You shall be permitted
<br /> to retain copies, including reproducible copies of our instruments of service for infortnation and reference for tlie Project. Our drawings, specifications, or other
<br /> documenu shall not be used by you or others on other projects for any reason or for completion of this Project by other professionals,unless you enter into a written
<br /> agrecment with us allowing for such use.Submission or distribution of documents to meet official regulatory requiremenu or for similar purposes in connection with the
<br /> Project is not to be construed as publication inconsistent with our reserved rights.
<br /> S. Fees and Compensation.[f you request us to rpider ser�,�ces not spe.cifically described in the Agreement,or,if we or anyor►e in our employ,is called upon
<br /> to be deposed or to testify in a matter in which we are not a named party,Uiat relates W the Project,you agree to compensate us for suc6 services in accordance with the
<br /> hourly rates as set forth on Attachment A of this Agreement or in any subsequenUy effective schedule,unless ottierwise agreed in writing.If no compensation rate is set
<br /> forth on Attachment A,or tivough written agroement betwee�you and us,we shell be compensated for such services at our ihen curcent hourly wies.We may unilateral(y
<br /> increase our lump sum or unit billing rates on each anniversary of your acceptance of this Agreement by as much as five percent or d�e percertage increase in the CPI-W
<br /> (U.S.Department of Labor Consumer Price lndex-Washington),whichever is geater.Hourly►ates are subjax to periodic revision at our discretion.
<br /> 6. Period of Service.The provisions of this Agreement and the compensation provided for under the Agrexment have bcen established in anticipazion of the
<br /> orderly and continuous progress of the Project. Our obligation to rcnder services will txtend only for that period which may reasonably be requirod ro complete the
<br /> Services in an orderly and continuous manner and we may then,at our sole option,terminate theAgreement.
<br /> 7. ConstrucHon Costs. ConsWction costs are defined as the Wtal actual cost or estimated cost to you of all elements of the project designed or specified by
<br /> us excluding our fees. We assume no responsibility for any Project or constructian cost atimates or opinions given to you as we have no control over the cAst of labor,
<br /> materials>equipment,or services fumished by others,or over compctitive bidding or mazket conditio�s.
<br /> 8. Reimbursable Expeoses. Unless the e4greement othenvise provides,you s6a11 reimburse us,or our�liates,for all ea�penses we incur to render the
<br /> Services for you under this Ageement,plus 6fteen percent We may submit invoices for reimbursable expenses separatcly from invoices fo�Services.
<br /> 9. Payment Tcrms.We may submit imoices at any time to you for Services and for reimburseble expenses incurnd.Invoices are payable within 30 days of
<br /> the invoice date,and you agree to pay a finance charge of one and one half perc.eot per month on airy unpaid balance not received by us within 30 days of the invoice
<br /> date. Invoices may be based either upon our esNmate of the proportion of the total services actually compteted at the time of billing for lump sum or 6xed fe.e services,or
<br /> in the case of hourly services,upon rendering of the Services. If any invoice is rwt paid within 30 days of the invoice date,we shall have the right either to suspend the
<br /> perfoimance of our Services until alt invoices more than 30 days past due a�fully paid or to terminate the ageement and to initiate proceedings to recover amounts owed
<br /> by you.Additionally,we shall have the right ro withhold from you the possession or use of any drawings or documents prepared by as for you under this or any other
<br /> agreement with you until atl delinquent invoices are paid in full. You shall not offset payments of our invoices by any amounts due,or claimed to be due for any reason.
<br /> If you do not give us written notice disputing an invoice within 20 days of the invoice date,the invoice shall conclusively 6e deemed cortxc Ail payments
<br /> made by you should specify the invoice numbers being paid.If we recaive payments that do not specify the invoices being paid,you agree that we may apply payments in
<br /> our sole discretion. Time is ofthe essence ofyour payment obligarions;and your failure make full and timely payment shall be deemed a material breach.
<br /> 10. Informatioa From You and Public Sources. You shall furnish us all plans,drawings,surveys,dceds and other documenu in your possession,or chac
<br /> come into your possession,which may be related to the Services,and shall inform us in writing about all spe.cial criteria or requiremenu related to the Services (together,
<br /> "Information").We may obtain deeds,plats,maps and any other infortnation filed with or published by any gavemmental or quasi-govemmental entity(together,"Public
<br /> tnformation").Unless we are engaged in writing as an addiriona!service to independenily verify such,we may rely upon Infonnation and Public Information in rendering
<br /> Services. We shall not be responsible for errors or omissions w additional costs arisiag out of our reliance on Information or Public Infom�ation. You agree to�ve
<br /> prompt natice to us of any development or occwrence that aff�ts the scope or timing of Services,or aay defect in the final work submitted by us,or errors or omissions
<br /> of others as they are discovered. We shall not be responsible for any adverse conseqiuncx arising in whole or in part from your failure to provide accurate or timely
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