CLP/HNTB Coporation-services with FEMA (RSDE) inspections & other assessments

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MASTER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is entered into between City of La Porte (Owner) and HNTB Corporation (HNTB), for the following reasons: 1. Owner intends to provide services associated with FEMA Residential Substantial Damage Estimator (RSDE) inspections and other infrastructure assessments, analysis, planning, design, and construction management services (the Project); and, 2. Owner requires certain professional engineering and assessment services in connection with the Project (the Services); and, 3. ~NTB is prepared to provide the Services. In consideration of the promises contained in this Agreement, Owner and HNTB agree as follows: ARTICLE 1 - EFFECTIVE DATE recover invoice amounts. The effective date of this Agreement shall be September 25, 2008. ARTICLE 6 - OWNER'S RESPONSIBILITIES ARTICLE 2 - TASK ORDERS A. Owner shall be responsible for all matters described in Task Orders shall be used to describe the parties' mutual Section 0 (Owner's Responsibilities), of each Task Order. In agreement on the scope of the Services, schedule, addition, Owner shall perform and provide the following in a compensation and other particulars as stated therein. Task timely manner so as not to delay the Services of HNTB: Orders shall be in the general form shown in attached Exhibit "A". Task Orders are binding only after acceptance and (1) execution by duly authorized representatives of both parties. Each Task Order shall govern the parties' rights and obligations with respect to each assignment, but all within the framework of this Agreement. Place at HNTB's disposal all available information pertinent to the Project, including previous reports, drawings, specifications or any other data as may be reasonably required by HNTB to perform its Services. B. HNTB shall periodically invoice Owner for Services rendered. Invoices shall be due and payable upon receipt. Owner shall give prompt written notice of any disputed amount and shall pay the remaining amount. Invoice amounts not paid within 30 days after receipt shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less), with payments applied first to accrued interest and then to unpaid principal. Owner shall pay HNTB's reasonable attorneys' fees incurred in connection with any litigation instituted to recover invoice (2) Give prompt written notice to HNTB whenever Owner ARTICLE 3 _ SCOPE OF SERVICES becomes aware of any development that affects the scope HNTB shall provide the Services described in Section A or timing of HNTB's Services, or any defect in the Services (Scope of Services) of each Task Order. (3) ~~~i~;~'NTB of the identity and scope of services of any ARTICLE 4 - SCHEDULE independent consultants retained by Owner to provide HNTB shall exercise its reasonable efforts to perform those services in regard to the Project. Services within the time frame set forth in Section B B. Owner hereby represents that it owns the intellectual (Schedule) of each Task Order. property rights in any plans, documents or other materials ARTICLE 5 - COMPENSATION provided by Owner to HNTB. If Owner does not own the A. Owner shall pay HNTB in accordance with Section C intellectual property rights in such plans, documents or other (Compensation) of each Task Order. Notwithstanding materials, prior to providing same to HNTB, Owner shall anything to the contrary in this Agreement or any Task obtain a license or right to use, including the right to Order, should the Services under this Agreement include sublicense to HNTB. Owner hereby grants HNTB the right to products or services that are commercially priced by HNTB, use the intellectual property associated with plans, such amounts shall be invoiced to Owner at the catalog documents or other materials it owns or has the right to use price(s) offered by HNTB and are not subject to audit on the for the limited purpose of performing the Services. Owner basis of costs incurred. represents that HNTB's use of such documents will not infringe upon any third parties' rights and Owner will indemnify and protect HNTB from any infringement claims arising from HNTB's use of any plans, documents or other materials provided to HNTB in the performance of its Services hereunder. ARTICLE 7 - STANDARD OF CARE The same degree of care, skill, and diligence shall be exercised in the performance of the Services as is ordinarily possessed and exercised by a member of the same profession, currently practicing, under similar circumstances. No other warranty, express or implied, is included in this 48686Master.doc 1 9/24/2008