Agenda - Council - 02/22/2011 - Laserfiche WebLink

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GENERAL CONDITIONS SECTION 1: PROJECT INFORMATION 1.1 Client will make available to NTI all known information regarding existing and proposed requirements which affects the work, including but not limited to: specifications, contracts, recommendations, plans and change orders. 1.2 Client will immediately transmit to NTI any new information that becomes available to it or its subcontractors, so that recommended actions can be reviewed. 1.3 Client will provide a representative to answer questions about the project when required by NTI upon 24 -hour notice. 1.4 NTI will not be liable for any incorrect advice, judgment, or decision based on any inaccurate information furnished by Client, and Client will indemnify NTI against liability arising out of or contributed to by such information. SECTION 2: SAMPLES 2.1 NTI will retain representative samples for 30 days after submission of NTI report. Upon request by Client, samples can be shipped, charges collect, to destination selected by Client; or NTI can store them for an agreed upon storage charge. SECTION 3: FEE PAYMENT 3.1 NTI will submit invoices to client monthly, and a final invoice upon completion of services. Invoices will show charges based on current NTI Fee Schedule or other agreed upon basis. A detailed separation of charges and backup data will be at Client's request. 3.2 The Client will pay the balance stated on the invoices unless Client notifies NTI in writing of the particular item that is alleged to be incorrect within fifteen (15) days from the invoice date. 3.3 Payment is due upon receipt of invoice and is past due thirty (30) days from invoice date. On past due accounts, Client will pay a late charge of 1.5( %) per month, or the maximum allowed by law. In the event of litigation, resulting from Client's refusal to make payment, without just cause, then all warranties and representations, expressed or implied, by NTI shall be void. 3.4 In the event Client fails to pay NTI within sixty (60) days following invoice date, NTI may consider the default a total breach of this agreement and all duties of NTI under this agreement will be terminated. SECTION 4: OWNERSHIP OF DOCUMENTS 4.1 All documents prepared by NTI as instruments of service will remain the property of NTI. 4.2 Client agrees that all reports and other work furnished to the Client or his agents, which are not paid for, will be returned upon demand and will not be used by the Client for any purpose. 4.3 NTI will retain all pertinent records concerning services performed for a period of two (2) years after the report is sent; during that time the records will be made available to the Client during NTI's normal business hours. SECTION 5: DISPUTES 5.1 If NTI institutes suit against the Client to enforce any part of this agreement, then all litigation expenses or collection expenses, including attorney's fees, will be paid to the prevailing party. Minneapolis • Fargo • Grand Forks 5.2 If the Client institutes a suit against NTI, which is dismissed, or a verdict rendered for NTI, client agrees to pay NTI for all cost of defense, including attorney's fees, expert witness fees and court costs. SECTION 6: STANDARD OF CARE 6.1 NTI will perform consistent with the level of care and skill ordinarily exercised by members of the geotechnical and materials testing profession currently practicing under similar conditions. No other warranty, expressed or implied, is made. 6.2 NTI will be responsible for it's data, interpretation and recommendations, but will not be responsible for interpretation by others. SECTION 7: LIMITATION OF LIABILITY 7.1 NTI's liability to the Client and all contractors and subcontractors on the project, for damages due to professional negligence, negligence or breach of any other obligation to Client or others, will be limited to an amount not to exceed $20,000 or the NTI fee, whichever is less. 7.2 Client will notify any contractor or subcontractor who performs work in connection with any work done by NTI of the limitation of liability for design defects, errors, omissions, or professional negligence, and to require as a condition precedent to their performing their work, a like indemnity and limitations of liability on their part as against NTI. In the event the Client fails to obtain a like limitation and indemnity, Client agrees to indemnify NTI for any liability to any third party. SECTION 8: INSURANCE 8.1 NTI will carry worker's compensation insurance and public liability, property damage, and errors and omissions insurance policies, which NTI considers adequate. NTI will not be responsible for liability beyond the limits and conditions of the insurance. NTI will not be responsible for any loss or liability arising from negligence by Client or by other consultants employed by Client. SECTION 9: TERMINATION 9.1 This agreement may be terminated by either party upon seven (7) days written notice if there is substantial failure by the other part to perform. Termination will not be effective if substantial failure is remedied before expiration of the seven days. Upon termination, NTI will be paid for services rendered plus reasonable termination expenses. 9.2 If the contract is terminated prior to completion of all reports contemplated by the agreement, or suspended for more than three (3) months, NTI may complete analysis and records as are necessary to complete it's files and may complete a report on the services performed. Termination or suspension expenses will include direct costs of completing analysis, records and report. SECTION 10: ASSIGNS 10.1 Neither party may assign duties or interest in the agreement without the written consent of the other part