R2005-127 AUTHORIZING PROFESSIONAL SERVICES AGREEMENT

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Consultiny Engin��ers j DECATUR & GHI�:�:�GO, ILLINOIS AGREEMENT FOR �30rF�cSIONAL SERVICES TER;��S �`I 'G CO�DITIONS These Terms and Conditions are a art of the A reement between the Cit of De I p g y catur (Owner) and Homer L. Chastain & Associates, LLP, (Engineer}. 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. The parties agree that this agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceabie provision which comes as close as possible to expressing the intention of the stricken provision. AMENDMENTS This agreement may be amended only in writing by both the Owner and Engineer. COMPENSATION FOR PROFESSIONAL SERVICES 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 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 attached Schedules of Hourly Rates) "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, telegrams, reproduction or printing, computer time and outside consultants. Outside consultants for this project are URS Corporation, SKS Engineers, Incorporated, Architectural Expressions, LLP, and Norm Lienemann. TIME 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 upon the issuance of the Engineer's invoice. We bill for work done each month by the 10th of the following month. 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 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 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 nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert- witness fees and 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 rendered on this Project, whichever is greater, exclusive of insurance recoveries. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. AUTHORITY AND RESPONSIBILITY The Engineer shall not guarantee the work of any Contractor or Subcontractor, shall have no authority to siop work, shall have no supervision or control as to the work or persons doing the work, shall not have charge of the work, shail 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. Pa;e 3 of 6