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<br />HaIff Associates
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<br />ENGINEERS . ARCHITECTS . SCIENTISTS
<br />PLANNERS' SURVEYORS
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<br />Halff Associates, Inc.
<br />Agreement for Services
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<br />e
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<br />I. SCOPE
<br />Haltt Associates, Inc. (hereinafter "Engineer") agrees to
<br />perform the services described in the attached scope of
<br />services labeled "Attachment AU, and further entitled
<br />Preoaration of a Citywide Pedestrian and Bicvcle Trail
<br />Imolementation Plan for the City of La Porte, which
<br />incorporates these terms and conditions. Unless
<br />modified in writing by the parties hereto, the duties of
<br />Haltt shall not be construed to exceed those services
<br />specifically set forth in Attachment A. "Attachment AU,
<br />and these General Terms and Conditions, when
<br />executed by Property Owner (hereinafter .Client.), shall
<br />constitute a binding Agreement on both parties.
<br />
<br />II. COMPENSATION
<br />Client agrees to pay monthly invoices or their
<br />undisputed portions within 30 days of receipt. Payment
<br />later than 30 days shall include interest at 1-1/2 percent
<br />per month or lesser maximum enforceable interest rate,
<br />from the date the Client received the invoice until the
<br />date Engineer receives payment. Such interest is due
<br />and payable when the overdue payment is made.
<br />
<br />Time-related charges will be billed as specified in the
<br />proposal under Attachment B . Basis of Compensation.
<br />Direct expenses will be billed at actual cost.
<br />Subcontracted services will be billed at actual cost plus
<br />a service charge of 0 (zero) percent.
<br />
<br />III. RESPONSIBiliTY
<br />Engineer is employed to render a professional service
<br />only, and any payments made by Client are
<br />compensation solely for such services rendered and
<br />recommendations made in carrying out the work.
<br />Engineer shall follow the standard practices of the
<br />engineering and architectural profession to make
<br />findings, provide opinions. make factual presentations,
<br />and provide professional advice and recommendations.
<br />
<br />In performing professional services, Engineer shall act
<br />as agent of Client. Engineer's review or supervision of
<br />work prepared or performed by other individuals or
<br />firms employed by Client shall not relieve those
<br />individuals or firms of complete responsibility for the
<br />adequacy of their work.
<br />
<br />It is understood that any resident engineering or
<br />inspection provided by Engineer is for the purpose of
<br />determining compliance with the technical provisions of
<br />the project specifications and does not constitute any
<br />form of guarantee or insurance with respect to the
<br />performance of a contractor. Engineer does not
<br />assume responsibility for methods or appliances used
<br />by a contractor, or for compliance by contractors with
<br />laws and regulations.
<br />
<br />IV. SCOPE OF CLIENT SERVICES
<br />Client agrees to provide relevant information as
<br />required by the Engineer to perform the scope of
<br />services, and to provide those services described in the
<br />attached Letter Proposal's Scope of Work.
<br />
<br />V. INDEMNIFICATION
<br />Engineer agrees to indemnify and hold Client harmless
<br />from damages, claims, demands, suits, causes of
<br />action, judgments, costs and expenses including
<br />reasonable attomey's fees and expenses resulting
<br />from:
<br />
<br />i. damage to property of any person, form, corporation
<br />or govemmental agency, including property of Client,
<br />and/or
<br />
<br />ii. death of or injury to any person or persons,
<br />including employees of Client, arising out of, and to the
<br />extent caused directly by, a negligent act or omission
<br />or willful misconduct of Engineer, its agents, servants,
<br />employees, and subcontractors of any tier, their
<br />agents, servants and employees.
<br />
<br />In the event that Client is found to be concurrently
<br />negligent, Engineer shall not indemnify for the
<br />proportionate negligence of Client, but shall indemnitY
<br />for the portion of negligence solely attributable to
<br />Engineer, its agents, servants, employees, and
<br />subcontractors of any tier, their agents, servants and
<br />employees.
<br />
<br />Neither party shall be liable to the other for incidental or
<br />consequential damages, whether or not the possibility
<br />of such damages has been disclosed or could have
<br />been reasonably foreseen.
<br />
<br />The parties shall indemnify one another against
<br />damages of third parties recoverable from the
<br />indemnitee to the extent caused by the comparative
<br />negligence of the indemnitor, up to an aggregate
<br />amount for the project of $1,000,000. Such
<br />negligence shall be measured by standards In
<br />effect at the time sarvlces are rendered, not by later
<br />standards. Client may not assert any claim against
<br />Engineer after the shorter of (1) 3 years from
<br />substantial completion of services giving rise to
<br />the claim, or (2) the statute of limitation provided by
<br />law.
<br />
<br />Client acknowledges Engineer may perfonn work at
<br />facilities that may contain hazardous materials or
<br />conditions, and that Engineer had no prior role in the
<br />generation, treatment, storage, or disposition of such
<br />materials. In consideration of the associated risks that
<br />may give rise to claims by third parties or employees of
<br />
<br />Agreement for Services - Preparation of a Pedestrian and Bicycle Tralllmplementalion Plan for the City of La Porte
<br />Page 1 of 3
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<br />Halll Associates Inc.
<br />5/9/02
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