|
Professional Services Agreement
<br />2022 On-Call Services Contract
<br />HR Green Job No.: 210264
<br />February 9, 2022
<br />Page 6 of 9
<br />
<br />
<br />data, surveys and instructions in performing its services and is entitled to rely upon the accuracy and
<br />completeness thereof. The COMPANY shall not be held responsible for any errors or omissions that may arise
<br />as a result of erroneous or incomplete information provided by the CLIENT and/or the CLIENT’s consultants
<br />and contractors. COMPANY is not responsible for accuracy of any plans, surveys or information of any type
<br />including electronic media prepared by any other consultants, etc. provided to COMPANY for use in preparation
<br />of plans. The CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the
<br />COMPANY from any damages, liabilities, or costs, including reasonable attorneys’ fe es and defense costs,
<br />arising out of or connected in any way with the services performed by other consultants engaged by the CLIENT.
<br />COMPANY is not responsible for accuracy of topographic surveys provided by others. A field check of a
<br />topographic survey provided by others will not be done under this AGREEMENT unless indicated in the Scope
<br />of Services.
<br />8.21 Force Majeure
<br />The CLIENT agrees that the COMPANY is not responsible for damages arising directly or indirectly from any
<br />delays for causes beyond the COMPANY's control. CLIENT agrees to defend, indemnify, and hold COMPANY,
<br />its consultants, agents, and employees harmless from any and all liability, other than that caused by the
<br />negligent acts, errors, or omissions of COMPANY, arising out of or resulting from the same. For purposes of
<br />this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes; severe weather
<br />disruptions or other natural disasters or acts of God; fires, riots, war or other emergencies; disease epidemic or
<br />pandemic; failure of any government agency to act in a timely manner; failure of performance by the CLIENT or
<br />the CLIENT’S contractors or consultants; or discovery of any hazardous substances or differing site conditions.
<br />Severe weather disruptions include but are not limited to extensive rain, high winds, snow greater than two (2)
<br />inches and ice. In addition, if the delays resulting from any such causes increase the cost or time required by
<br />the COMPANY to perform its services in an orderly and efficient manner , the COMPANY shall be entitled to a
<br />reasonable adjustment in schedule and compensation.
<br />8.22 Job Site Visits and Safety
<br />Neither the professional activities of COMPANY, nor the presence of COMPANY’S employees and sub -
<br />consultants at a construction site, shall relieve the general contractor and any other entity of their obligations,
<br />duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or
<br />procedures necessary for performing, superintending or coordinating all portions of the work of construction in
<br />accordance with the contract documents and any health or safety precautions required by any regulatory
<br />agencies. COMPANY and its personnel have no authority to exercise any control over any construction
<br />contractor or other entity or their employees in connection with their work or any health or safety precautions.
<br />The CLIENT agrees that the general contractor is solely responsible for job site safety, and warrants that this
<br />intent shall be made evident in the CLIENT's AGREEMENT with the general contractor. The CLIENT also
<br />agrees that the CLIENT, COMPANY and COMPANY’S consultants shall be indemnified and shall be m ade
<br />additional insureds on the general contractor’s and all subcontractor’s general liability policies on a primary and
<br />non-contributory basis.
<br />8.23 Hazardous Materials
<br />CLIENT hereby understands and agrees that COMPANY has not created nor contributed to the creation or
<br />existence of any or all types of hazardous or toxic wastes, materials, chemical compounds, or s ubstances, or
<br />any other type of environmental hazard or pollution, whether latent or patent, at CLIENT's premises, or in
<br />connection with or related to this project with respect to which COMPANY has been retained to provide
<br />professional services. The compensation to be paid COMPANY for said professional services is in no way
<br />commensurate with, and has not been calculated with reference to, the potential risk of injury or loss which may
<br />be caused by the exposure of persons or property to such substances or conditions. Therefore, to the fullest
<br />extent permitted by law, CLIENT agrees to defend, indemnify, and hold COMPANY, its officers, directors,
<br />employees, and consultants, harmless from and against any and all claims, damages, and expenses, whether
<br />direct, indirect, or consequential, including, but not limited to, attorney fees and Court costs, arising out of, or
<br />resulting from the discharge, escape, release, or saturation of smoke, vapors, soot, fumes, acid, alkalis, toxic
<br />chemicals, liquids gases, or any other materials, irritants, contaminants, or pollutants in or into the atmosphere,
<br />or on, onto, upon, in, or into the surface or subsurface of soil, water, or watercourses, objects, or any tangible
<br />or intangible matter, whether sudden or not.
<br />
|