|
FNGINEERS
<br /> � n�rn��crs F�.rr�swc�r t h General Conditlons
<br /> suavcraas �k��p Protesslonal Services Agreement
<br /> SCiENTISTS Date September 9.2004
<br /> Client Citv of Decatur
<br /> Projeet Transfer House Feasibilitv Studv
<br /> General Condkions
<br /> Reference Conditions: Famswath Group, Inc.will h�einafter be referenced Reuse of Documenb: All documeMs including drawings and specfications
<br /> as FGI and the above ref�enced Client will be referred to as Client The fumished by FGI pursuant to this Agreement�e instrumerits of its services.
<br /> Project may be hereinaRer referenced either as the"ProjecY or by abbreviabon They�e not intended or represer�ted to be suitable for reuse by Client or others
<br /> as�ove set forth. on e�densions of this wak, or on arry other wa1c.Any reuse witfiout specfic
<br /> written verification or adaptation by FGI will be ffi qienYs sde risk and without
<br /> Subcontractfng: FGI shall have the right to subcoMract any and all servic�s, liability of FGI,and CIieM shall indemnify and hdd h�mless FGI from all claims,
<br /> duties,and obligations h�eunder,in whole a�in part,with the consent of Clier�t damages, losses, and expenses, induding attomey's fees, arising out of or
<br /> resulting therefrom. Any such verification ar adap�on will entitle FGI to further
<br /> Change Order:The term"Change Order�used herein is a written order to compensation ffi rates to be agreed upon by Clier�t and FGI.
<br /> FGI and signad by FGI and qient, aRer execu6on of this AgreemeM,
<br /> authormng a change in the s�vices, including additions or deletions andlor Standard of Care: Services perFortned by FGI under ffiis AgreemeM will be
<br /> change of prices for such services. Each Change Order shall be considered an conducted in a manner consisteM with that level of care and skill ordinarily
<br /> amendment to this AgreemeM. exercised by members of the profession curreMly practiang under similar
<br /> conditions. No other represer�tion e�ressed or implied,and no warranty or
<br /> Severabllky:The provisions of this Aere�neM shall be severable,and ff any guaraMee is induded or ir�tended in this l�reement,or in any report, opinion
<br /> clause,ser�tence,paragraph,provi�on,ar other part hereof shell be adjudged documer�t,or otherwise.
<br /> by any court of canpeteM jurisdiction to be invalid, such judgmeM shall not
<br /> aflect,impair,or inv�idate the rem�nder hereof,which remainder shall cor�tinue Proteeslonal Llablllty:CLIENT agrees to limit FGI's liability to CLIENT arising from
<br /> in full force and effect negligent professional acts,errors,or omssions,such that FGI's total aggregate
<br /> liability shall not exceed$50,000.00 or the total fee for this cor�ract,whichever is
<br /> BillingslPaymenb: Invaces for s�vices shall be submitted at FGI's option smaller. If CLIENT prefers to have higher limits of professional liability coverage,
<br /> eiU�er upon completion of such services or on periodic basis. Invaces shall be FGI agrees,upon receipt of CLIEIVTS written request at the time of accepting our
<br /> payable within 30 days aRer the invace dabs. If the irnace is not paid within 30 PROPOSAL,to inaease the limits of liabili�up to a maximum of$1,000,000.00 at
<br /> days,FGI may,without waiving any claim or rigM against the CIieM and without �g�itional cost of 5 percent of the total fee or$500.00,whichever is greater.
<br /> liability whatsoever to the CIieM, tertninate the perfortnance of the service.
<br /> Retainers shall be aBdited on the final irnace. Insurance Llmlb:FGI agrees to provide insurance with the following limits:
<br /> ♦ General Liability Insurence
<br /> Late PaymerKs:AccouMs unpaid 60 days aRer the irnace date may be subject • Bodily injury with limits of not less than$1,000,000 each occurrence/
<br /> to a moMhly s�vice charge of 1.50%on tl�e then unpaid balance(18.0%trve 52,000,000 aggregate
<br /> annual rate)at the sde election of FGI. In the eveM any portion or�I of an • ProPe�iY darna9e with limits of not less than$1,000,000 each
<br /> account remains unpaid 90 days after billing, the CIieM shall pay ell costs of occurrence/32,000,000 aggregate
<br /> cdlection induding r�sonable attomey's fees. Contested invaces or billings • Contractu�insurance—broad form with limits of not less than
<br /> are not subject to lat�fees. $1,000,000�ch occurrence/$2,000,000 aggregate
<br /> ♦ Automotive Liability Insurance
<br /> Waiver: No waiver by eifher party of arry breach, defauh,or vidation of any • Bodily injury and properly damage with limits of not less than
<br /> term, warranty, represer�tation, agreemeM, covenant, condition, ar provision $1,000,000 canbined single limi�and property d�nage must include
<br /> hereof shall constitute a w�iver of any subsequent breach,default,or vidation non-rnmed,hired,I�sed or rented vehides as well as owned
<br /> of the same or any other term,wartanty,represer�tation,agreemeM,covenant, vehicles
<br /> condition,or provision hereof. All waivers must be in writing.
<br /> Opinlons of Cost:Since FGI has no control over the cost of labor,mete�ials or
<br /> Force Majeure: Obligations of either party under this Agre�neM shall be equipment, or over a Contractor's method of determining prices, or over
<br /> suspended, and such parly sh�l not be liable for damages or�her remedies competitive bidding or market condfions,its opinions of probable project cost or
<br /> while such party is prevented from complying herewitli,in whde or in part,due construction cost for this Project will be based sdely upon its own experience
<br /> to contingencies beyond its r�onable conUd, including, but not limi�d to with construction,but FGI cannot and does not guarantee tfiat propos�s,bids,
<br /> strikes, riots, wer, fire, acts of God, injunction, compliance with any law, or the construction cost will not vary irom its opinions of probable cost If the
<br /> regulation,or order,whether valid a�invalid,of the United Stetes of America or CIieM wishes greater assurance as to the construction cost,he shall employ an
<br /> any other govemmental body or any instrumentality thereof, whether now independent cost estimator.
<br /> existing or hereaRer created, inability to secure mate�ials or obtain n�essary
<br /> permits, provided, however, the parly so prever�ted from complying with its Confldentlality: Each parly shall retain as confidential all information and data
<br /> obligations hereunder shall promptly notify the other party thereof. fumished to it by the other party which are designated in writing by such ofher
<br /> party as cor�fider�tial at the time of transmission and are obtained or acquired by
<br /> Compliance With Law: In the performance of services to be provided the receiving party in connection with this AgreemeM,and seid party shall not
<br /> hereunder,FGI and Cliant agree to comply with applicable federal,state,and reveal such infamation to any third party.
<br /> local laws and adinances and lawful orders, rules, and regulations of any
<br /> constitubed autharity. Indemniflcatlon: The CUENT shall indemnify and hold harmless FGI and all of
<br /> its personnel irom and against arry and all daims, damages, losses, and
<br /> Appllcable Law:The velidity,performance,and construction of this AgreemeM expenses(including r�sonable attamey's fees)arising out of or resulting from
<br /> shall be governed by and construed acca�ding to the laws of the State of Illinas. the pe�formance of the services,providad that any such daim,damage,loss,or
<br /> Generel Conditions 1
<br />
|