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General Conditions of the Agreement for Professional Services
<br />SECTION I — SERVICES OF CONSULTANT
<br />A. General
<br />1. on ultant agrees to perform professional services as set forth in the
<br />Agreement for Professional Services or Supplemental Letter Agreement
<br />"Services". Nothing contained in this Agreement shall create a
<br />contractual relationship with or a cause of action in favor of a third party
<br />against either the Client or the Consultant. The Consultant's services
<br />under this Agreement are being performed solely for the Client's benefit,
<br />and no other party or entity shall have any claim against the Consultant
<br />because of this Agreement or the performance or nonperformance of
<br />services hereunder.
<br />B. Schedule
<br />1. Unless specific periods of time or dates for providing services are
<br />specified, Consultant's obligation to render Services hereunder will be for
<br />a period which may reasonably be required for the completion of said
<br />Services.
<br />2. If Client has requested changes in the scope, extent, or character of the
<br />Project or the Services to be provided by Consultant, the time of
<br />performance and compensation for the Services shall be adjusted
<br />equitably. The Client agrees that Consultant is not responsible for
<br />damages arising directly or indirectly from delays beyond Consultant's
<br />control. If the delays resulting from such causes increase the cost or the
<br />time required by Consultant to perform the Services in accordance with
<br />professional skill and care, then Consultant shall be entitled to a
<br />equitable adjustment in schedule and compensation.
<br />C. Additional Services
<br />1. If Consultant determines that any services it has been directed or
<br />requested to perform are beyond the scope as set forth in the Agreement
<br />or that, due to changed conditions or changes in the method or manner
<br />of administration of the Project, Consultant's effort required to perform its
<br />services under this Agreement exceeds the statedfeeforthe Services,
<br />then Consultant shall promptly notify the Client regarding the need for
<br />additional Services. Upon notification and in the absence of a written
<br />objection, Consultant shall be entitled to additional compensation for the
<br />additional Services and to an extension of time for completion of
<br />additional Services absent written objection by Client.
<br />2.Additional Services, including delivery of documents, CAD files, or
<br />information not expressly included as deliverables, shall be billed in
<br />accord with agreed upon rates, or if not addressed, then at Consultant's
<br />standard rates.
<br />D. Suspension and Termination
<br />1.If Consultant's services are delayed or suspended in whole or in part by
<br />Client, or if Consultant's services are delayed by actions or inactions of
<br />others for more than 60 days through no fault of Consultant, then
<br />Consultant shall be entitled to either terminate its agreement upon seven
<br />days written notice or, at its option, accept an equitable adjustment of
<br />compensation provided for elsewhere in this Agreement to reflect costs
<br />incurred by Consultant.
<br />2.This Agreement may be terminated by either party upon seven days
<br />written notice should the other party fail substantially to perform in
<br />accordance with its terms through no fault of the party initiating the
<br />termination.
<br />3.This Agreement may be terminated by either party upon thirty days'
<br />written notice without cause. All provisions of this Agreement allocating
<br />responsibility or liability between the Client and Consultant shall survive
<br />the completion of the Services hereunder and/or the termination of this
<br />Agreement.
<br />4. In the event of termination, Consultant shall be compensated for Services
<br />performed prior to termination date, including charges for expenses and
<br />equipment costs then due and all termination expenses.
<br />SECTION II — CLIENT RESPONSIBILITIES
<br />A. General
<br />1. The Client shall, in proper time and sequence and where appropriate to
<br />the Project, at no expense to Consultant, provide full information as to
<br />2. interest permitted by law, if less) for invoices 30 days past due.
<br />Consultant reserves the right to retain Services or deliverables until all
<br />invoices are paid in full. Consultant will not be liable for any claims of
<br />Client's requirements for the Services provided by Consultant and access
<br />to all public and private lands required for Consultant to perform its
<br />Services.
<br />2.The Consultant is not a municipal advisor and therefore Client shall
<br />provide its own legal, accounting, financial and insurance counseling,
<br />and other special services as may be required for the Project. Client shall
<br />provide to Consultant all data (and professional interpretations thereof)
<br />prepared by or services performed by others pertinent to Consultant's
<br />Services, such as previous reports; sub -surface explorations; laboratory
<br />tests and inspection of samples; environmental assessment and impact
<br />statements, surveys, property descriptions; zoning; deed; and other land
<br />use restrictions; as -built drawings; and electronic data base and maps.
<br />The costs associated with correcting, creating or recreating any data that
<br />is provided by the Client that contains inaccurate or unusable information
<br />shall be the responsibility of the Client.
<br />3.Client shall provide prompt written notice to Consultant whenever the
<br />Client observes or otherwise becomes aware of any changes in the
<br />Project or any defect in Consultant's Services. Client shall promptly
<br />examine all studies, reports, sketches, opinions of construction costs,
<br />specifications, drawings, proposals, change orders, supplemental
<br />agreements, and other documents presented by Consultant and render
<br />the necessary decisions and instructions so that Consultant may provide
<br />Services in a timely manner.
<br />4 Client shall require all utilities with facilities within the Project site to
<br />locate and mark said utilities upon request, relocate and/or protect said
<br />utilities to accommodate work of the Project, submit a schedule of the
<br />necessary relocation/protection activities to the Client for review, and
<br />comply with agreed upon schedule. Consultant shall not be liable for
<br />damages which arise out of Consultant's reasonable reliance on the
<br />information or services furnished by utilities to Client or others hired by
<br />Client
<br />5.Consultant shall be entitled to rely on the accuracy and completeness of
<br />information or services furnished by the Client or others employed by the
<br />Client and shall not be liable for damages arising from reasonable
<br />reliance on such materials. Consultant shall promptly notify the Client if
<br />Consultant discovers that any information or services furnished by the
<br />Client is in error or is inadequate for its purpose.
<br />6.Client agrees to reasonably cooperate, when requested, to assist
<br />Consultant with the investigation and addressing of any complaints made
<br />by Consultant's employees related to inappropriate or unwelcomed
<br />actions by Client or Client's employees or agents. This shall include, but
<br />not be limited to, providing access to Client's employees for Consultant's
<br />investigation, attendance at hearings, responding to inquiries and
<br />providing full access to Client files and information related to Consultant's
<br />employees, if any. Client agrees that Consultant retains the absolute right
<br />to remove any of its employees from Client's facilities if Consultant, in its
<br />sole discretion, determines such removal is advisable. Consultant,
<br />likewise, agrees to reasonably cooperate with Client with respect to the
<br />foregoing in connection with any complaints made by Client's employees.
<br />7. lient acknowledges that Consultant has expended significant effort and
<br />expense in training and developing Consultant's employees. Therefore,
<br />during the term of this Agreement and fora period of two years after the
<br />termination of this Agreement or the completion of the Services under
<br />this Agreement, whichever is longer, Client shall not directly or indirectly:
<br />(1) hire, solicit or encourage any employee of Consultant to leave the
<br />employ of Consultant; 2 hire, solicit or encourage any consultant or
<br />independent contractor to cease work with Consultant; or circumvent
<br />Consultant by conducting business directly with its employees. The two-
<br />year period set forth in this section shall be extended commensurately
<br />with any amount of time during which Client has violated its terms.
<br />SECTION III — PAYMENTS
<br />A. Invoices
<br />1. Undisputed portions of invoices are due and payable within 30 days.
<br />Client must notify Consultant in writing of any disputed items within 15
<br />days from receipt of invoice. Amounts due Consultant will be increased at
<br />the rate of 1.0% per month (or the maximum rate of
<br />loss, delay, or damage by Client for reason of withholding Services,
<br />deliverables, or Instruments of Service until all invoices are paid in full.
<br />Consultant shall be entitled to recover all reasonable costs and
<br />General Conditions - 1
<br />(Rev. 1 .0 .22
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