|
, •
<br /> IV. STANDARD TERMS AND CONDITIONS
<br /> l. STANDARD OF CARE. Services shall be performed in 10. PROPRIETARY INFORMATION. Information relating to the
<br /> accordance with the standard of professional practice ordinarily Project,unless in the public domain,shall be kept confidential by CDI
<br /> exercised by the applicable profession at the time and within the locality and shall not be made available to third parties without written consent
<br /> where the services are performed. No warranty or guarantee,express or of City,unless so required by court order.
<br /> implied are provided,including wa�anties or guarantees contained in
<br /> any uniform commercial code. 11. INSURANCE. CDI will maintain insurance coverage for
<br /> Professional,Comprehensive General,Automobile,Worker's
<br /> 2. CHANGE OF SCOPE. The scope of Services set forth in this Compensation and Employer's Liability in amounts in accardance with
<br /> Agreement is based on facts known at the time of execution of this legal,and CDI business,requirements. Certificates evidencing such
<br /> Agreement,including,if applicabie,information supplied by CDI and coverage wili be provided to City upon request. For projects involving
<br /> City. CDI will promptly notify City of any perceived changes of scope conshvction,City agrees to require its construction contractor,if any,to
<br /> in writing and the parties shall negotiate modifications to this include CDI as an additional insured on its policies relating to the
<br /> Agreement. Project. CDI coverages referenced above shall,in such case,be excess
<br /> over contractor's primary coverage.
<br /> 3. SAFETY. CDI shall establish and maintain programs and
<br /> procedures for the safety of its employees. CDI specifically disclaims 12. INDEMNITIES. To the fullest extent permitted by law,CDI shall
<br /> any authority or responsibility for general job site safety and safety of indemnify and save harmless from and against loss,liability,and
<br /> persons other than CDI employees. damages sustained by City,its agents,employees,and representatives by
<br /> reason of injury or death to persons or damage to tangible property to the
<br /> 4. DELAYS. If events beyond the control of CDI,including,but not extent caused directly by the negligent acts,errors,or omissions of CDI,
<br /> limited to,fire,flood,explosion,riot,strike,war,process shutdown,act its agents or employees.
<br /> of God or the public enemy,and act or regulation of any government
<br /> agency,result in delay to any schedule established in this Agreement, 13. LIMITATIONS OF LIABILITY. No employee or agent of CDI
<br /> such schedule shall be extended for a period equal to the delay. In the shall have individual liability to City. City agrees that,to the fullest
<br /> event such delay exceeds 90 days,CDI shall be entitled to an equitable extent permitted by law,CDPs total liability to City for any and all
<br /> adjustment in compensation. injuries,claims,losses,expenses or damages whatsoever arising out of
<br /> or in any way related to the Project or this Agreement from any causes
<br /> In the event CDI is delayed by City and such delay exceeds 30 days, including,but not limited to,CDPs negligence,error,omissions,strict
<br /> CDI shall be entitled to an extension of time equal to the delay and an liability,or breach of contract shall not exceed the total compensation
<br /> equitable adjustment in compensation. received by CDI under this Agreement. If City desires a limit of liability
<br /> greater than that provided above,City and CDI shall include in this
<br /> 5. TERMINATION/SUSPENSION. Either party may terminate this Agreement the amount of such limit and the additional compensation to
<br /> Agreement upon 30 days written notice to the other party in the event of be paid to CDI far assumption of such additional risk.
<br /> substantial failure by the other party to perform in accordance with its
<br /> obligations under this Agreement through no fault of the terminating 14. ASSIGNMENT. The rights and obligations of this Agreement
<br /> party. City shall pay CDI for all Services,including profit relating cannot be assigned by either party without written permission of the
<br /> thereto,rendered prior to termination,plus any expenses of termination. other party. This Agreement shall be binding upon and insure to the
<br /> benefit of any permitted assigns.
<br /> CDI or City,for purposes of convenience,may at any time by written
<br /> notice terminate the services under this Agreement In the event of such 15. ACCESS. City shall provide CDI safe access to any premises
<br /> termination,CDI shall be paid for all authorized services rendered prior necessary for CDI to provide the Services.
<br /> to termination including reasonable profit and expenses relating thereto.
<br /> 16. PREVAILING PARTY LITIGATION COSTS. In the event any
<br /> 6. REUSE OF PROJECT DELIVERABLES. Reuse of any documents actions are brought to enforce this Agreement,the prevailing party shall
<br /> or other deliverables,including electronic media,pertaining to the be entitled to collect its litigation costs from the other party.
<br /> Project by City for any purpose other than that for which such
<br /> documents or deliverables were originally prepared,or alteration of such 17. NO WAIVER. No waiver by either party of any default by the
<br /> documents or deliverables without written verification or adaption by other party in the performance of any particular section of this
<br /> CDI for the specific pu�pose intended,shall be at City's sole risk. Agreement shall invalidate another section of this Agreement or operate
<br /> as a waiver of any future default,whether like or different in character.
<br /> 7. OPINIONS OF CONSTRUCTION COST. Any opinion of
<br /> construction costs prepared by CDI is supplied for the general guidance 18. SEVERABILITY. The various term,provisions and covenants
<br /> of the City only. Since CDI has no control over competitive bidding or herein contained shall be deemed to be separate and severable,and the
<br /> market conditions,CDI cannot guarantee the accuracy of such opinions invalidity or unenforceability of any of them shal]not affect or impair
<br /> as compared to contract bids or actual costs to City. the validity or enforceability of the remainder.
<br /> 8. RELATIONSHIP WITH CONTRACTORS. CDI shall serve as 19. AUTHORITY. The persons signing this Agreement warrant that
<br /> City's professional representative for the Services,and may make they have the authority to sign as,or on behalf of,the part for whom
<br /> recommendations to City concerning actions relating to City's they are signing.
<br /> contractors,but CDI specifically disclaims any authority to direct or
<br /> supervise the means,methods,techniques,sequences or procedures of 20. STATUTE OF LIMITATION. To the fullest extend permitted by
<br /> construction selected buy City's contractors. law,parties agree that,except for claims for indemnification,the
<br /> time period for bringing claims under this Agreement shall expire
<br /> 9. MODIFICATION. This Agreement,upon execution by both one year after Project completion.
<br /> parties hereto,can be modified only by a written instrument signed by
<br /> both parties.
<br /> 6
<br />
|