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HALFF A550CIATES, INC.
<br />General Terms and Conditions (continued)
<br />D. Professional liability insurance (Errors and
<br />Omissions) with a limit of $1,000,000 per
<br />claim /annual aggregate.
<br />VIII. SUBCONTRACTS - Engineer shall be
<br />entitled to subcontract any portion of the work
<br />described in the Scope of Services.
<br />IX. ASSIGNMENT - This Agreement is binding on
<br />the heirs, successors, and assigns of the parties
<br />hereto. Neither this Agreement, nor any claims,
<br />rights, obligations or duties associated hereto,
<br />shall be assigned or assignable by either Client
<br />or Engineer without the prior written consent
<br />of the other party.
<br />X. INTEGRATION - These terms and conditions
<br />and the letter agreement (Scope of Services) to
<br />which they are attached represent the entire
<br />understanding of Client and Engineer. No prior
<br />oral or written understanding shall be of any
<br />force or effect with respect to those matters
<br />covered herein. The Agreement may not be
<br />modified or altered except in writing signed by
<br />both parties.
<br />XI. JURISDICTION AND VENUE - This
<br />Agreement shall be administered and
<br />interpreted under the laws of the State Texas.
<br />Exclusive venue shall lie in Travis County, Texas.
<br />XII. SUSPENSION OF SERVICES - If work under
<br />this Agreement is suspended for more than
<br />thirty (30) calendar days in the aggregate, the
<br />Engineer shall be compensated for services
<br />performed and charges incurred prior to
<br />receipt of notice to suspend and, upon
<br />resumption, an equitable adjustment in fees to
<br />accommodate the resulting demobilization and
<br />mobilization costs and there also shall be an
<br />equitable adjustment in the work schedule
<br />based on the delay caused by the suspension.
<br />If work under this Agreement is suspended for
<br />more than ninety (90) calendar days in the
<br />aggregate, the Engineer may, at its option,
<br />terminate this Agreement upon giving notice in
<br />writing to the Client. Engineer may request
<br />that the work be suspended by notifying Client,
<br />in writing, of circumstances that are interfering
<br />with normal progress of the work. If the Client
<br />fails to make payments when due or otherwise
<br />is in breach of this Agreement, the Engineer
<br />may suspend performance of services upon five
<br />(5) calendar days notice to the Client. The
<br />Engineer shall have no liability whatsoever to
<br />the Client for any costs or damages as a result
<br />of such suspension caused by any breach of this
<br />Agreement by the Client.
<br />XIII. TERMINATION OF WORK - Either the
<br />Client or the Engineer may terminate this
<br />Agreement at any time with or without cause
<br />upon giving the other party ten (10) calendar
<br />days' prior written notice. Client agrees that
<br />termination of Engineer for Client's
<br />convenience shall only be utilized in good faith,
<br />and shall not be utilized if the purpose or result
<br />is the performance of all or part of Engineer's
<br />services under this Agreement by Client or by
<br />another service provider. The Client shall within
<br />ten (10) calendar days of termination pay the
<br />Engineer for all services rendered and all costs
<br />incurred up to the date of Engineer's receipt of
<br />notice of termination, in accordance with the
<br />compensation provisions of this contract.
<br />XIV. TAXES - The fees and costs stated in this
<br />Agreement, unless stated otherwise, exclude all
<br />sales, consumer, use and other taxes. Should
<br />regulations, laws, rules or other requirements
<br />be promulgated following execution of this
<br />Agreement Client agrees to fully reimburse
<br />Engineer and its subconsultants for those taxes
<br />paid or assessed that were not enforceable as
<br />of the date of this Agreement.
<br />XV. ALTERNATIVE DISPUTE RESOLUTION -
<br />Any conflicts or disputes that arise under or
<br />through this Agreement or following the
<br />completion thereof shall be discussed at a
<br />meeting of one senior management person
<br />from Client and one from Engineer. This
<br />meeting shall be a condition precedent to the
<br />institution of any legal or equitable
<br />proceedings, unless such meeting will infringe
<br />upon schedules defined by applicable statutes
<br />of limitation or repose. Should such a situation
<br />arise the parties agree that such meeting shall
<br />still be required but the institution of
<br />proceedings shall not be precluded for failure
<br />to meet this specific meeting requirement.
<br />XVI. SEVERABILITY - Should any one or more of
<br />the provisions contained in this Agreement be
<br />determined by a court of competent
<br />jurisdiction or by legislative pronouncement to
<br />be void, invalid, illegal, or unenforceable in any
<br />respect, such voiding, invalidity, illegality, or
<br />unenforceability shall not affect any other
<br />provision hereof and this Agreement shall be
<br />considered as if the entirety of such void,
<br />invalid, illegal, or unenforceable provision had
<br />never been contained in this Agreement.
<br />XVII. TIMELINESS OF PERFORMANCE - Client
<br />recognizes that Engineer must perform its
<br />professional services with due and reasonable
<br />diligence consistent with sound professional
<br />practices.
<br />XVIII. AGREED REMEDIES - In recognition of
<br />the relative risks and benefits of the
<br />Project to both the Client and the
<br />Engineer, and acknowledging that the
<br />allocation of risks and limitations of
<br />remedies are business understandings
<br />between the parties and such shall apply
<br />to all possible theories of recovery,
<br />Client agrees, to the fullest extent
<br />permitted by law, and notwithstanding
<br />any other provisions of this Agreement
<br />or the existence of applicable insurance
<br />coverage, that the total liability, in the
<br />aggregate, of the Engineer and the
<br />Enaineer's officers, directors,
<br />employees, agents, and subEnaineers to
<br />the Client or to anyone claiming by,
<br />through or under the Client, for any and
<br />all claims, losses, costs or damages
<br />whatsoever arisina out of, resulting from
<br />or in any way related to the services
<br />under this Agreement from any cause or
<br />causes of the Engineer or the Enaineer's
<br />officers, directors, employees, agents,
<br />and subEnaineers, shall not exceed the
<br />Engineer's fee for the services
<br />performed under this Agreement or
<br />$50,000, whichever is greater. Increased
<br />limits may be negotiated for additional
<br />fee.
<br />Further, it is the intent of the parties to
<br />this Agreement that Engineer's services
<br />under this Agreement shall not subject
<br />Engineer's individual employees,
<br />officers or directors to any personal
<br />legal exposure for claims and risks
<br />associated with the services performed
<br />or performable under this Agreement.
<br />XIX. WAIVER - Any failure by Engineer to
<br />require strict compliance with any provision of
<br />this Agreement shall not be construed as a
<br />waiver of such provision, and Engineer may
<br />subsequently require strict compliance at any
<br />time, notwithstanding any prior failure to do
<br />SO.
<br />APPROVED:
<br />Engineer: HALFF ASS IATE , NC.
<br />Signature:
<br />Name: Todd Jackson, PE
<br />Title: Vice President
<br />Date: 10/10/2013
<br />APPROVED:
<br />Client: Brown & Gay Engineers, Inc.
<br />Signature:
<br />Name:
<br />Title:
<br />Date:
<br />Standard Form of Agreement - General Terms and Conditions - Page 2 of 2
<br />Revised 05 September 2012
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