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ATTACHMENTTC 8-20-96 TERMS AND CONDITIONS OF AGREEMENT 1. DEFINITIONS: The term OWner as used herein refers to the City of San Marcos . The term FNI as used herein refers to Freese and Nichols, Inc., its employees and agents; also its subcontractors and their employees and agents. As used herein, Services refers to the professional services performed by Freese and Nichols pursuant to the AGREEMENT. 2. CHANGES: OWner, without invalidating the AGREEMENT, may order changes within the general scope of the WORK required by the AGREEMENT by altering, adding to and/or deducting from the WORK to be performed. If any change under this clause causes an increase or decrease in FNl's cost of, or the time required for,. the performance of any part of the Services under the AGREEMENT, an equitable adjustment will be made by mutual agreement and the AGREEMENT modified in writing accordingly. 3. TERMINATION: The obligation to provide services under this AGREEMENT may be terminated by either party upon ten days' written notice. In the event of termination, FNI will be paid for all services rendered and reimbursable expenses incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination. 4. CONSEQUENTIAL DAMAGES: In no event shall FNI or its subcontractors be liable in contract, tort, strict liability, warranty, or otherwise for any specia4 indirect, incidental or consequential damages, such as loss of product, loss of use of the equipment or system, loss of anticipated profits or revenue, non-operation or increased expense of operation or other equipment or systems. S. INFORMATION FURNISHED BY OWNER: Owner will assistFNI by placingatFNI's disposal all available information pertinent to the Project including previous reports. and any other data relative to design or construction of the Project. FNI shall have no liability for defects or negligence in the Services attributable to FNl's reliance upon or use of data, design criteria, drawings, specifications or other information furnished by Owner and Owner agrees to indemnify and hold FNI harmless from any and all claims and judgments, and all losses, costs and expenses arising therefrom. FNI shall disclose to Owner, prior to use thereof, defects. or omissions in the data, design criteria,. drawings,. specifications or other information furnished by OWner to FNI that FNI may reasonably discover in its review and inspection thereof. 6. INSURANCE: FNI shall provide to OWner certificates of insurance which shall contain the following minimum. coverage (All limits in thousands): Commercial General Liability Workers' Compensation General Aggregate $2,000 Each Accident $500 Automobile Liability (Any Auto) Professional Liability CSL $1,000 $3,000 Annual Aggregate 7. SUBCONTRACTS: It: for any reason, at any time during the progress of providing Services, Owner determines that any subcontractor for FNI is incompetent or undesirable, Owner will notify FNI accordingly and. FNI shall take immediate steps for cancellation of such subcontract. Subletting by subcontractors shall be subject to the same regulations. Nothing contained in the AGREEMENT shall create any contractual relation between. any subcontractor and OWner. 8. OWNERSHIP OF DOCUMENTS: All drawings, reports data and other project information developed in the execution of the Services provided under this AGREEMENT shall be the property of the Owner upon payment of FNI's fees for services. FNI may retain copies for record purposes. OWner agrees such documents are not intended or represented to be suitable for reuse by OWner or others. Any reuse by Owner or by those who obtained said documents from Owner without written verification or adaptation by FNI will be at Owner's sole risk and without liability or legal exposure to FNI, or to FNl's independent associates or consultants, and Owner shall indemnify and. hold harmless FNI and FNl's independent associates and consultants from all claims, damages, losses and expenses. including attorneys' fees. arising out of or resulting therefrom. Any such verification or adaptation will entitle FNI to furtherreasonable compensation. FNI may reuse all drawings, report data and other project information in the execution of the Services provided under this AGREEMENT in FNI's other activities. Any reuse. by FNI will be at FNI's sole risk and without liability or legal exposure to OWner, and FNI shall indemnify and hold harmless Owner from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. FNI 'féfr OWNER