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Donohue
<br />GENERAL TERMS AND CONDITIONS Effective November 1, 1905
<br />1. Donohue will bill the Owner monthly with net payment due In thirty 1301 days. Past due balances shall be subject to
<br />e eervlce charge at a rate of 1.0% per month. In addl Lion. Donohue may, after giving seven (7) days written notice,
<br />suspend service under any agreement until the Owner has paid In full all amounts due for services rendered and
<br />expense, Incurred, including a service charge ore Past due invoices.
<br />f. The stated fees And scope of services constitute our best estimate of the fees and tasks required to perform the
<br />services as defined. This agwement, upon execution by both parties hereto, can be amended only by written
<br />Instrument stynud by both parties. For those projects Involving conceptual or process development services,
<br />activities often cannot be fully defined during Initial planning. As the project progresses, facts uncovered may
<br />reveal a change In direction which may altee the scope. Donohue will promptly Infers Lho Owner In writing of such
<br />situations so that changes in This agreement can be renegotiated as required.
<br />7. Costs and schedule conmltrents shall be subject to renegotiation for delays caused by the Owner's failure to provide
<br />specified facilities or Information or for delays caused by unpredictable occurrence, Including, without limitation.
<br />fires, floods, riot,, strikes. unavailability of labor or materials, delays or default, by suppliers of materials or
<br />services, process shutdowns, sets of God or the public enemy, or nets or regulations of any governmental agency.
<br />Temporary delays of services cause4 by any of the above winch results In additional costs beyond those outlined may
<br />require renegotiation of this agreement.
<br />e. Donohue will maintain Insurance coverage fees Worker's Compensation, General Llabilitl, Automobile Liability,
<br />Aviation. and Profe,etonml Ll ability. Donohue will provide specific limits upon request. If the Owner requires
<br />coveraees or limits in addle or to those In effect as of the date of the agreement, premiums for additional
<br />Imurence shall be paid by the Owner.
<br />S. Donnhue and the Owner agree that the overall liability for the actual, alleged, or threatened discharge, dispersal,
<br />release, or escapement of pollutants. and the responsibility for the ownership and maintenance of any toxic,
<br />hazardous, or asbestos materials relating to the project, remain with the Owner. Donohue and the Owner acknowledge
<br />that Donohue's professional liability policy does not apply to claims arfainq out of the actual, alleged, or
<br />threatened discharge, dispersal, release, or escapement of pollutants. Therefore, -he Owner agrees not to bring a
<br />Dale eqa lost Donohue relating to the uninsured liability referenced above. Furthermore, the Owner agrees to
<br />indemnify and hold harmless Donohue for claims against Donchue by a third pirty for the uninsured liability
<br />referenced above. Donohue agrees to perform the services to the normal accepted standaro of care, and to assume the
<br />liability resulting from a finding of gross negligence.
<br />6. When Donohue, subsequent to execution of an agreement, finds that specialized equipment must be purahasei to provide
<br />special services outside the scope of services. the cost of such equipment and/or special services will not be added
<br />to the agreed fees until the Owner has been notified and agrees.
<br />.. The Owner agrees to provide such least, accounting, and Insurance counseling services as may be required for the
<br />project.
<br />S. Termination of this agreement by the Own.er or Donohue shall be effective uron seven f71 days' tvitten notice to the
<br />other party. The written notice shall Include the reasons and details for teralnatlon. Donohue u111 prepare a
<br />final Invoice sharing all charges Incurred through the date of terminations payment is due as stated in paragraph 1.
<br />If the Ourc: vlolatea any of the agreements entered Into between Donohue and the Owner or If the Omer fails to
<br />carer out any of the duties contained In the terms and conditions, Donohue may, upon seven (7) days' written
<br />notice, suspend services without further obligation or liability to the Owner unless, within much seven (7) day
<br />period, the Owner remedies such violation to the reasonable satisfaction of Donohue.
<br />9. Reuse of any documents pertaining to this project by the Owner on extenslons of this project or on any other project
<br />shall be at the Owner's risk. The Owner agrees to defend, indemnify, and hold harmless Donohue from all claims,
<br />damages, and expenses including attorney's fees arising out of such reuse of the documents by the Owner or by others
<br />acting through the Owner.
<br />10. Donohue will provide all services In accordance with generally accepted professional practices. Donohue vi:l not
<br />pre,ide or offer to provide services Inconsistent with or contrary to such practices nor make any warranty or
<br />guarantee, expressed or Implied. nor to have any agreement or contract for services nobject to the provisions of any
<br />uniform coxserclal code. Siallarly. Donohue will not accept tnise terms and conditions offered by the Owner in its
<br />purchase order, requisition, or notice of eutharlratlon to proceed, except As set forth herein or expresely accepted
<br />In writing. Written acknowledgement of receipt, or the actual performance of services subsequent to receipt of Such
<br />purchase order, requisition, or notice of authorization to proceed is specifically deemed not to constitute
<br />acceptance of any terms or conditions contrary to those set forth herein.
<br />11. Donehu• Intends to serve as the Owner's professional representative for those services as defined In this agreement
<br />and to provide advice and consultation to the Owner as a professional. Any opinions of probable project costs,
<br />approvals. and other decisions made by Donohue for the Owner are rendered on the basis of experience and
<br />qualifications and represent our professional judgment.
<br />IT. This agreement shall not be construed as giving Donohue the responsibility or authority to direct or supervise
<br />construction means. methods. techniques, sequence, or procedures of construction selected by contractors or
<br />subcontractors or the safety precautions and programs Incident to the work of the contractors or subcontractors.
<br />13. Donohue Is an affirmative action employer And operates under Executive Order 11246.
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