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G. TERMS AND CONDITIONS
<br />61 HOUSTON
<br />engineering, inc.
<br />General Terms and Conditions
<br />1. STANDARD OF CARE
<br />Houston shall perform its Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently
<br />practicing under similar circumstances in the region where the Project is located.
<br />2. PAYMENT TERMS
<br />Invoices will be submitted periodically (customarily on a monthly basis) and are due and payable upon receipt. Client agrees to pay a service charge on all
<br />accounts 30 days or most past due al a rate equal to one percent (1 %) each month but in no event shall such service charge exceed the maximum amount allowed
<br />by law. Acceptance of any payment front Client without accrued service charges shall nut be deemed to be a waiver of such service charges by Houston. In
<br />the event Client is past due with respect to any invoice Houston may, after giving five (5) days written notice to Client, suspend all services without liability
<br />until Client has paid in full all amounts owing Houston on account of services rendered and expenses incurred, including service charges on past due invoices.
<br />Payment of invoices is not subject to discount or offset by Client,
<br />3. CHANGES OR DELAYS
<br />lithe Project requires conceptual or process development services, such services often are not fully definahle in the initial planning. If, as the Project progresses,
<br />facts develop that in Houston's judgment dictate a change in the Services to be performed, Houston shall inform Client ol'such changes and the parties shall
<br />negotiate, in good faith, with respect to any change in scope and adjustment to the time of performance and compensation and modify the Agreement
<br />accordingly, In the event the parties are unable to reach an agreement, either party may terminate this Agreement without liability by giving fourteen (14) days
<br />written notice to the other party. in the event of termination, the final invoice will include all Services and expenses associated with the Project up to the
<br />effective date of termination, and will also include equitable adjustment to reimburse Houston for any termination settlement costs incurred relating to
<br />commitments that had become firm before termination plus a 10 percent markup on those settlement posts.
<br />4. PAYMENT
<br />Where the method of payment under the Agreement is based upon cost reimbursement (e.g., hourly rate, time and materials, direct personnel expense, per diem,
<br />etc.), the following shall apply; (a) the minimum time segment for charging work is one -quarter hour; (b) labor (hours worked) and expenses will be charged at
<br />rates commensurate with the attached fee schedule or. if none is attached, with Houston's current fee schedule (at the time of the work); (c) when applicable,
<br />rental charges will he applied to cover the cost of pilot -scale facilities or equipment, apparatus, instrumentation. or other technical machinery. When such
<br />charges are applicable, Client will be advised at the start of an assignment, task, or phase; and (d) invoices based upon cost reimbursement will be submitted
<br />showing labor (hours worked) and total expense. lfrequested by Client, Houston shall provide supporting documentation at Client's cost, including labor and
<br />copying costs.
<br />5. TIsRMINA'fION
<br />Either pony may terminate this Agreement, in whole or in part, by giving fourteen (14) days written notice to the other party, if the other party fails to fulfill its
<br />obligations under this Agreement through no fault of the terminating party. In such event, and subject to the limitations set forth in this Agreement. the non -
<br />defaulting party may pursue its rights and remedies as contemplated by this Agreement and as allowed by law.
<br />6. LIMITATION OF LiABILITY
<br />In no event shall Houston be liable for incidental, indirect or consequential damages of any kind. Houston's maximum cumulative liability with respect to all
<br />claims and liabilities under this Agreement, whether or not insured, shall not exceed the greater of S50,000 or the total compensation received by Houston under
<br />this Agreement. The disclaimers and limitations of liability set forth in this Agreement shall apply regardless of any other contrary provision set forth and
<br />regardless of the form of action, whether in contract, tort or otherwise. Each provision of this Agreement which provides for a limitation of liability, disclaimer
<br />of warranty or condition or exclusion of damages is severable and independent of any other provision and is to be enforced as such. Client hereby releases
<br />ilouston from any and all liability over and above the limitations set forth in this paragraph.
<br />7. INSURANCE
<br />I fouston shall obtain and maintain during the term of this Agreement, at its own expense, workers' compensation insurance and comprehensive general liability
<br />insurance in amounts determined by Houston and will, upon request, furnish insurance certificates to Client. The existence of any such insurance shall not
<br />increase Houston's liability as limited by paragraph 6 above,
<br />8. HAZARDOUS SUBSTANCES
<br />Client shall furnish or cause to be furnished to Houston all documents and information known by Client that relate to the identity, location, quantity, nature, or
<br />characteristics of any asbestos, pollutant or hazardous substance, however defined ("Hazardous Substances") at, on or under the Project site. Houston is not,
<br />and has no responsibility as a handler, generator, operator, treater, storey, transporter, or disposer of Hazardous Substances found or identified at the Project.
<br />Client agrees to bring no claim for fault, negligence, breach of contract, indemnity, or other action against Houston, its principals, employees, agents, and
<br />consultants, if such claim in any way would relate to Hazardous Substances in connection with the Project. Client further agrees, to the fullest extent permitted
<br />by law, to defend, indemnity, and hold harmless Houston, its principals, employees, agents. and consultants from and against all claims, damages, losses, and
<br />expenses, direct or indirect, or consequential damages, including but not thrilled to fees and charges for attorneys and court and arbitration costs, arising out of
<br />or resulting from the performance of Houston's Services hereunder, or claims brought against Houston by third patties arising flout Houston's Services or the
<br />services ofothers and/or work in any way associated with Hazardous Substance activities. This indemnification shall survive termination of this Agreement.
<br />9. INDEMIF1CATION
<br />Client shall indemnity, and hold harmless l louston, together with its officers, directors, agents, consultants and employees from and against any and all claims,
<br />costs, losses and damages, including attorneys' fees and other costs al' litigation or dispute resolution arising directly or indirectly from Client's breach of this
<br />Agreement or Client's fault, negligent acts or omissions or intentional misconduct in connection with this Agreement or the Project. Subject to the limitations
<br />set forth in this Agreement, Houston shall indemnity and hold harmless Client, together with its officers, dircctors,agents, consultants and employees front and
<br />against any and all claims, costs, losses and damages, including attorneys' fees and other costs of litigation ar dispute resolution arising directly or indirectly
<br />from Houston's breach (Willis Agreement or Houston's fault, negligent acts or omissions or intentional misconduct in connection with this Agreement or the
<br />Project, The indemnification obligations set forth in this paragraph shall survive termination of this Agreement.
<br />10. WARRANTY
<br />Except as specifically set forth In this Agreement, Houston has not made and does not make any warranties or representations whatsoever, express or
<br />implied, as to Services performed or products provided including, without linnitatinn, any warranty or representation as t0: (a) the merchantability or
<br />fitness or suitability of the Services or products for a particular use or purpose whether or not disclosed to Houston; and (b) delivery of the Services
<br />and products free of the rightful claim of any person by way of infringement (including, but not limited to, patent or copyright infringement) or the
<br />like. Houston does not warrant and will not be liable for any design, material ar constntetion criteria furnished or specified by Client and incorporated into the
<br />Services provided hereunder,
<br />Jmmuy Z.I. 2017
<br />HEI PROPOSAL CITY OF RAMSEY
<br />OCTOBER 12, 2020
<br />REVIEW AND MONITORING OF WETLAND MITIGATION AREAS IN THE COR
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