|
General Conditions - 1
<br />(Rev. 07.14.16)
<br />
<br />General Conditions of the Agreement for Professional Services
<br />
<br />
<br />SECTION I - SERVICES OF CONSUL TANT
<br />A. General
<br />
<br />
<br />
<br />A. General
<br />
<br />SECTION 11 - CLIENT RESPONSIBILITIES
<br />1. Consultant agrees to perform professional services as set forth
<br />in the Agreement for Professional Services or Supplemental
<br />Letter Agreement ("Basic Services"). Nothing contained in this
<br />Agreement shall create a contractual relationship with or a cause
<br />of action in favor of a third party against either the Client or the
<br />Consultant. The Consultant's services under this Agreement are
<br />being performed solely for the Client's benefit, and no other party
<br />or entity shall have any claim against the Consultant because of
<br />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
<br />are specified, Consultant's obligation to render services
<br />hereunder will be for a period which may reasonably be required
<br />for the completion of said services.
<br />2. If Client has requested changes in the scope, extent, or
<br />character of the Project or the services to be provided by
<br />Consultant, the time of performance and compensation for
<br />Consultant's services shall be adjusted equitably. The Client
<br />agrees that Consultant is not responsible for damages arising
<br />directly or indirectly from delays beyond Consultant's control. If
<br />the delays resulting from such causes increase the cost or the
<br />time required by Consultant to perform its services in accordance
<br />with professional skill and care, then Consultant shall be entitled
<br />to a 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
<br />Agreement or that, due to changed conditions or changes in the
<br />method or manner of administration of the Project, Consultant's
<br />effort required to perform its services under this Agreement
<br />exceeds the stated fee for Basic Services, then Consultant shall
<br />promptly notify the Client regarding the need for additional
<br />services. Upon notification and in the absence of a written
<br />objection, Consultant shall be entitled to additional compensation
<br />for the additional services, and to an extension of time for
<br />completion of additional services absent written objection by
<br />Client.
<br />2. Additional services shall be billed in accord with agreed upon
<br />rates, or if not addressed, then at Consultant's standard rates.
<br />D. Suspension and Termination
<br />1. If Consultant's services are delayed or suspended in whole or in
<br />part by Client, or if Consultant's services are delayed by actions
<br />or inactions of others for more than 60 days through no fault of
<br />Consultant, then Consultant shall provide notice to Client
<br />and if Client does not resolve the issues identified within
<br />Consultant’s written notice within fifteen(15) calendar
<br />days, then Consultant shall be entitled to either terminate its
<br />agreement upon 7 days written notice or, at its option, accept an
<br />equitable adjustment of rates and amounts of compensation
<br />provided for elsewhere in this Agreement to reflect reasonable
<br />costs incurred by Consultant.
<br />2. Should either party fail to substantially perform its responsibilities
<br />in accordance with this Agreement, then the aggrieved party
<br />shall provide written notice of non-compliance. The offending
<br />party shall then have fifteen (15) calendar days to remedy the
<br />situation. If not remedied and other arrangements are not agreed
<br />upon, then Tthis Agreement may be terminated by either party
<br />upon seven days written notice should the other party fail
<br />substantially to perform in accordance with its terms through no
<br />fault of the party initiating the termination.
<br />3. This Agreement may be terminated by either party upon thirty
<br />days' written notice without cause. All provisions of this
<br />Agreement allocating responsibility or liability between the Client
<br />and Consultant shall survive the completion of the services
<br />hereunder and/or the termination of this Agreement.
<br />4.3. In the event of termination, Consultant shall be compensated for
<br />undisputed services performed prior to termination date,
<br />including charges for expenses and equipment costs then due
<br />and all termination expenses.
<br />1. The Client shall, in proper time and sequence and where
<br />appropriate to the Project, at no expense to Consultant, provide
<br />full information as to Client's requirements for the services
<br />provided by Consultant and access to all public and private lands
<br />required for Consultant to perform its services.
<br />2. The Consultant is not a municipal advisor and therefore Client
<br />shall provide its own legal, accounting, financial and insurance
<br />counseling and other special services as may be required for the
<br />Project. Client shall provide to Consultant all data (and
<br />professional interpretations thereof) prepared by or services
<br />performed by others pertinent to Consultant's services, including
<br />but not limited to, previous reports; sub-surface explorations;
<br />laboratory tests and inspection of samples; environmental
<br />assessment and impact statements, surveys, property
<br />descriptions; zoning, deed and other land use restrictions; as-
<br />built drawings, electronic data base and maps. The costs
<br />associated with correcting, creating or recreating any data that is
<br />provided by the Client that contains inaccurate or unusable
<br />information shall be the responsibility of the Client.
<br />3. Client shall provide prompt written notice to Consultant whenever
<br />the Client observes or otherwise becomes aware of any changes
<br />in the Project or any defect in Consultant's services. Client shall
<br />promptly examine all studies, reports, sketches, opinions of
<br />construction costs, specifications, drawings, proposals, change
<br />orders, supplemental agreements and other documents
<br />presented by Consultant and render the necessary decisions
<br />and instructions so that Consultant may provide services in a
<br />timely manner.
<br />4. Client shall require all utilities with facilities within the Client's
<br />Project site to locate and mark said utilities upon request,
<br />relocate and/or protect said utilities as determined necessary to
<br />accommodate work of the Project, submit a schedule of the
<br />necessary relocation/protection activities to the Client for review
<br />and comply with agreed upon schedule. Consultant shall not be
<br />liable for damages which arise out of Consultant's reasonable
<br />reliance on the information or services furnished by utilities to
<br />Client or others hired by Client.
<br />5. Consultant shall be entitled to rely on the accuracy and
<br />completeness of information or services furnished by the Client
<br />or others employed by the Client and shall not be liable for
<br />damages arising from reasonable reliance on such materials.
<br />Consultant shall promptly notify the Client if Consultant discovers
<br />that any information or services furnished by the Client is in error
<br />or is inadequate for its purpose.
<br />
<br />SECTION Ill - PAYMENTS
<br />A. Invoices
<br />1. Undisputed portions of invoices are due and payable within 30
<br />days. Client must notify Consultant in writing of any disputed
<br />items within 15 days from receipt of invoice. Amounts due
<br />Consultant will be increased at the rate of 1.0%> per month (or
<br />the maximum rate of interest permitted by law, if less) for
<br />invoices 30 days past due. Consultant reserves the right to retain
<br />Instruments of Service until all invoices are paid in full.
<br />Consultant will not be liable for any claims of loss, delay, or
<br />damage by Client for reason of withholding services or
<br />Instruments of Service until all invoices are paid in full.
<br />Consultant shall be entitled to recover all reasonable costs and
<br />disbursements, including reasonable attorney's fees, incurred in
<br />connection with collecting amounts owed by Client.
<br />2. Should taxes, fees or costs be imposed, they shall be in addition
<br />to Consultant's agreed upon compensation.
<br />3. Notwithstanding anything to the contrary herein, Consultant may
<br />pursue collection of past due invoices without the necessity of
<br />any mediation proceedings.
<br />Formatted: Not Highlight
|