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General Conditions of the.Agreement for Professional Services
<br />SECTION I — SERVICES OF CONSULTANT
<br />A. General
<br />1.Consultant agrees to perform prafessicrial services as set forth in the
<br />Agreement for Professional Services:or::supplemental Letter
<br />Agreement.(°Services° . Nothing contained in this A 9 ree rn ent she 11
<br />create a contractual relationship with. or a:cause .of action in favor of a
<br />third party against either the Client or the Consultant. The
<br />Consultant's services under this Agreement are being performed
<br />selelyfor the Client's: benefit, and no otherpartyor entity shall. have
<br />any claim against. the Consultant because of this Agreement or.the
<br />performance or nnnperformance of services heundw.
<br />B. Schedule
<br />Minless specifio.pedods of time or dates for providing services are
<br />specified, Consultant's obligation to render Services hereunderwiII
<br />be.tor a.pehad which in9 reasonably be required for the completion
<br />of. said Services.
<br />2;1f Client has requested changes in the scope; extent, or.character of
<br />the Project or the Services to be.. provided by: Cons%ultant; the time of
<br />perforrnante and compensation for the Services shall be the
<br />equitably, The.:Client agrees that Consultant is not responsible for
<br />damages arising directly or inoirectlyfrom.delays beyond
<br />Consultant's control. If the delays resulting from such. causes
<br />increase the cost or the time required byCoRsultant to perform the
<br />Services in'accordance with professional ski11 and care, then
<br />Cori sdltant shall be :entitled to a equitable. adjustrnent in soedule and
<br />compensation.
<br />C. Additional Services
<br />1. If Consultantdeterrn!nee that any. services it: has. been directed or
<br />requested to perform are beyond the scope:.as.tietforth inthe
<br />Agreement orthat,. due to changed conditions or changesln the
<br />method or manner of adrriInhstratlon'of the Project; Consultants effort
<br />required to perform its services under this Agreement exceeds. the
<br />stated fee for the. Services; then Consultant shall promptly notify the
<br />Client regarding ih6.need for additional Services. Upon notification
<br />and In the absence of a written objection,. Consultant shall be entitled
<br />to additional compensation for the.additional SeMces and to an
<br />extension of`time Tor completion of additional.Servtces.absent written
<br />abjection by Client.
<br />2.Add itional Services, 1nall udin g delivery of documents; CAID.files, or
<br />information not expressly included as deliverables; she be billed in
<br />accord with agreed upon rates, ar.ifhat: address ad, .then at
<br />Consultanfs standard rates.
<br />A.. 8.uspenslon and Termination
<br />1, If Consultant's services are delayed or suspended in whole or in part
<br />by Cl1ent,:or if Can sultant.`s services are delayed by adfions.or
<br />inactions of others for more thah 6b days through na fault of.
<br />Consultant, then Consultant:shal1 pe entitied to either terminate itsi
<br />agreement upon seven days written notice or, at its .optian, acceptan
<br />equitable adjustment of compensation provided for elsewhere in this.
<br />AgreementIa reflect costs: incurred by Consultant.
<br />2,ThisAgreement may be. terminated hycilherpartyupon seven days.
<br />written notice should the other party fail substantially to perform ih
<br />accord anoe with its Ierrnsthrough no fault of the party Initiating the
<br />termination.
<br />3.This Agreement may be terminated by either party upon thirty days'
<br />written notice without. ca use.. All pmvIslons of this Agreement
<br />allocating responsibility or liability between the Clientand Consultant
<br />shall survive the completion of the Services hereunder andw the
<br />termination of this Agreement.
<br />4, In the. event of tennination, Consultant shall be:compensated for
<br />.Services. performed prior to termination date, Includingchargesfor
<br />expenses and equipment costs then. due and all termination
<br />expenses..
<br />SECTION II-CLIENT RESPONSIBILITIES
<br />A. General
<br />1.The.Cl !antsha11, In proper I[ma and sequence:arid where appropriate
<br />to the Project; at no expense to Con suI[ant,:provida full information
<br />as to Client's requirements for Ihe'SerVices provided by Consultant
<br />and access to at public and private lands required far Ccnsultentto
<br />perform Its Services.
<br />General Conddlons.- 1
<br />(Rev: 65.15,22)
<br />2.Tha Consultant is: nat a municipal adivisor and theref❑.re Cllent shall
<br />provide its awn legal, accounthrig, III nancial and insurance counseling;
<br />and other special seNces as may be. required for the Pro]edt. Client
<br />shall provide to Consultant all data (an professional interpretations
<br />thereof) prepared by or -services performed by others pertlnenLta
<br />Consultant's Semces, such.as previous.reports; sub -surface
<br />explorations; laboratory tests andinspection of`sampies;
<br />environmental assessment and impact statements,.surveys, property
<br />descriptions; zoning; deed; and: other fan use, restrictions; assbuIIt
<br />drawings; and..electronie data base and maps. The costs: associated
<br />with correcting, creating. ar recreating any data that.1s provided by the
<br />Ciient.that contains inaccurate'or unusable irlformalian shall be1he
<br />resp onsibi lily of the Client.
<br />3.Cliant shall provide prompt written notice to Consultant whenever the
<br />Client observes or other%Ms0 becomes aware. of arty changes in the:
<br />Project ar any defect: in Consultant's Services; Client shall.prdmptly
<br />ekamJna all:studlas. reports, sketches, opinions of can struction costs;
<br />spectfcatlons,:drawings, proposals, changeorders, supplemental
<br />agreements,.and otherdocuments presented. by.Consultant and.
<br />render the necessary decisions and instructions so that Consultant
<br />may provideServices in a. thm.ely m a nn er-
<br />4,Client shall require all utilities with facilities within the Project.site to
<br />locate and mark said utilities upon request, relocate andlor protect
<br />said uti[it ies to.accommadate work of the Project, s6ma a .schedule
<br />of th e: n a ressary relocationlprotection activities to the Client for
<br />review;.and. comply.witti agreed upon schedule. Consu.ItanI.sha11 nat
<br />be liable. for damages: which arise out of: Consultant's reasonable.
<br />reliance on the Infcrmation.erservices fumished by utilities to Client
<br />or others hired by Client.
<br />5.Con suit -ant shall. be'enIIII ed to rely on the accuracy and cam. pleteriess
<br />of inform all on or services tomis" by the Cllent or others employed
<br />by the Clienf.and shall nat he liable for damages arising from
<br />reasonable reliance on such thateriats. Con sultant:shall promptly
<br />notify the Cl lent if Consultant discovers that any information or
<br />services:.fumished by.the 0[iopt is.hn error or is. inadequate for its
<br />purpose.
<br />6;Client agrees fo reasonably cooperate, when requested; to assist
<br />Consultant with the investlgat€on and addressing ofany complaints
<br />made by.ConsuItant's employees related to inappropriate or.
<br />unwelcomed actions byCiient ❑rC..lhent'sern ployees or agents. This
<br />shall €ndude. but natbe limited to; providing access to Client's
<br />em:pioyees for Consultant's Investigation., attendance at hearings,
<br />responding to inquiries and providing full access to Cl lent tiles and
<br />information re€ated:to. Consultant's employees, If any: Client agrees
<br />that Consultantretains the absolute right to remove ar..y of Its
<br />employees from Client'sfacilities if Consultant, in its sole discretion,
<br />detenriines such removal is. advisable. Con su€tant, likewise, agrees to
<br />reasonably cooperate with Cliant with respect to the foregoin in
<br />connection with any complaints made by Client's employees.
<br />7. Client acknoMedges that. Consultant has expended significant effort
<br />and expense in training and developing Consultant's employees.
<br />Therefore, during the term of this Agreement and for a period of two
<br />years after the termination of this Agre..emsntor the completion ofthe
<br />Sendces und er th is Ag reernent, whichever Is:longer, Client. shall not
<br />directly or indirectiy.: (1) hire, solicit or encourage any employee. of
<br />Consultant to leave. the employ of Consultant; (2)hire, satlod or
<br />encourage any consultant or independent contractor to cease work
<br />with Consultant; or(3) circumvent Consultant by conducting business.
<br />directly with its employees, The.two=yearpenod set forth I this
<br />section. shall be extended.corn mensurately with any amount of time
<br />during which Ghent has violated it%.feirns.
<br />SECTION IIt - PAYMENTS
<br />.A. Invol.oes
<br />1. Undisputed portions of invoices are. due and payable within 30:days-
<br />Client must.notifyConsuItant in writing of any disputed items within
<br />15 days from receipt. of invoice, Amounts due Consultant will be
<br />increased at the rate of 1_©°A per month (or `the maximum rate of
<br />interestpemiitted by lain, if less) for invoices 3.0 days past due,
<br />Cansuffant reserves theright;ta retain Services ordeliverables until.
<br />ail invoices aye.paid.In fu11. Consultant will notbe liable.for.any claims
<br />,of loss, delay;.or dam age. by Client far reason of withholding
<br />Services, deliverables, or Instnimants of Service until all invoices are
<br />paid. in full. Consultant shall be entitled to recover all reasonable
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