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<br />ATTACHMENT TC
<br />8-20-96
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<br />TERMS AND CONDITIONS OF AGREEMENT
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<br />1. DEFINITIONS: The term Owner as used herein refers to the City of La Porte. Texas. The term WFN as used herein refers
<br />to Walsh! Freese and Nichols, Inc., its employees and agents; also its subcontractors and their employees and agents. As
<br />used herein, Services refers to the professional services performed by Walsh! Freese and Nichols pursuant to the
<br />AGREEMENT.
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<br />2. CHANGES: Owner, without invalidating the AGREEMENT, may order changes within the general scope of the WORK
<br />required by the AGREEMENT by altering, adding to and/or deducting from the WORK to be performed. If any change
<br />under this clause causes an increase or decrease in WFN's cost of, or the time required for, the performance of any part of the
<br />Services under the AGREEMENT, an equitable adjustment will be made by mutual agreement and the AGREEMENT
<br />modified in writing accordingly.
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<br />3. TERMINATION: The obligation to provide services under this AGREEMENT may be terminated by either party upon ten
<br />days' written n!>tice. In the event of termination, WFN will be paid for all services rendered and reimbursable expenses
<br />incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination.
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<br />4. INFORMATION FURNISHED BY OWNER: Owner will assist WFN by placing at WFN's disposal all available
<br />,information pertinent to the Project including previous reports and any other data relative to design or construction of the
<br />Project. WFN shall have no liability for defects or negligence in the Services attributable to WFN's reliance upon or use of
<br />data, design criteria, drawings, specifications or other information furnished by Owner. WFN shall disclose to Owner, prior
<br />to use thereof, defects or omissions in the data, design criteria, drawings, specifications or other information furnished by
<br />Owner to WFN that WFN may reasonably discover in its review and inspection thereof.
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<br />5. INSURANCE: WFN shall provide to Owner certificates of insurance which shall contain the following minimum coverage
<br />(All limits in thousands):
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<br />Commercial General Liability
<br />General Aggregate $2,000
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<br />Workers' Compensation
<br />Each Accident $500
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<br />Automobile Liability (Any Al.Jto)
<br />CSL $1,000
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<br />Professional Liability
<br />$3,000 Annual Aggregate
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<br />7. SUBCONTRACTS: If, for any reason, at any time during the progress of providing Services, Owner determines that any
<br />subcontractor for WFN is incompetent or undesirable, Owner will notify WFN accordingly and WFN shall take immediate
<br />steps for cancellation of such subcontract. Subletting by subcontractors shall be subject to the same regulations. Nothing
<br />contained in the AGREEMENT shall create any contractual relation between any subcontractor and Owner.
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<br />8. OWNERSHIP OF DOCUMENTS: All drawings, reports data and other project information developed in the execution
<br />of the Services provided under this AGREEMENT shall be the property of the Owner upon payment ofWFN's fees for
<br />services. WFN may retain copies for record purposes. Owner agrees such documents are not intended or represented to be
<br />suitable for reuse by Owner or others. Any reuse by Owner or by those who obtained said documents from Owner without
<br />written verification or adaptation by WFN will be at Owner's sole risk and without liability or legal exposure to WFN. Any
<br />such verification or adaptation will entitle WFN to further reasonable compensation. WFN may reuse all drawings, report,
<br />data and other project information in the execution of the Services provided under this AGREEMENT in WFN's other
<br />activities. Any reuse by WFN will be at WFN's sole risk and without liability or legal exposure to Owner, and WFN shall
<br />indemnify and hold hannless Owner from all claims, damages, losses and expenses including attorneys' fees arising out of
<br />or resulting therefrom
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<br />9. POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that WFN has neither created nor
<br />contributed to the creation or existence of any hazardous, radioactive, toxic, irritant, pollutant, or otherwise dangerous
<br />substance or condition at the site, if any, and its compensation hereunder is in no way commensurate with the potential risk
<br />of injury or loss that may be caused by exposures to such substances or conditions. The parties agree that in performing the
<br />Services required by this AGREEMENT, WFN does not take possession or control of the subject site, but acts as an invitee
<br />in performing the services, and is not therefore responsible for the existence of any pollutant present on or migrating from
<br />the site. Further, WFN shall have no responsibility for any pollutant during clean-up, transportation, storage or disposal
<br />activities.
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<br />A:1LAP2\Torms.Condilions.wpd
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<br />TC-l
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<br />WFN~
<br />OWNER
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