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PROVISIONS OF THE AUTHORIZATION FOR PROFESSIONAL SERVICES
<br />1. AUTHORIZATION TO PROCEED
<br />Signing this Agreement shall be construed as authorization
<br />by CITY for Cobb, Fendley & Associates, Inc. (Cobb
<br />Fendley) to proceed with the services, unless otherwise
<br />provided for in this agreement.
<br />2. INTERPRETATION OF FEES
<br />Unless specified as hourly, the fees shown herein are
<br />considered lump sum amounts.
<br />3. DIRECT PERSONNEL EXPENSE
<br />Direct Labor Costs means salaries and wages paid to Cobb
<br />Fendley's employees plus payroll related costs and benefits
<br />such as payroll taxes, worker's compensation, health and
<br />retirement benefits, bonuses, sick leave, vacation, and
<br />holiday pay applicable hereto.
<br />4. DIRECT EXPENSES
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<br />CobbFendley's direct expenses shall be those costs
<br />incurred on or directory for the CITY'S project, including but
<br />not limited to necessary transportation costs including
<br />mileage at the current IRS rate, meals and lodging,
<br />laboratory tests and analyses, and printing and binding
<br />charges. These direct expenses shall be billed in
<br />accordance with the attached rate schedule, or at actual
<br />cost plus a 10% administrative fee.
<br />OUTSIDE SERIVICES
<br />When technical or professional services are furnished, with
<br />approval by the CITY, by an outside source; an additional
<br />10% administrative fee shall be added to the cost of these
<br />services by CobbFendley to cover CobbFendley's
<br />administrative costs.
<br />COST PROJECTIONS
<br />Any cost projections by CobbFendley will be on a basis of
<br />experience and judgment, but since it has no control over
<br />market conditions or bidding procedures, Cobb Fendley
<br />cannot warrant that bids or ultimate construction costs will
<br />not vary from these cost projections.
<br />PROFESSIONAL STANDARDS
<br />CobbFendley will be responsible, to the level of
<br />competency presently maintained by other practicing
<br />professionals providing the same type of services in CITY'S
<br />community, for the professional and technical soundness,
<br />accuracy, and adequacy of all design, drawings,
<br />specifications, and other services and materials furnished
<br />under this Agreement. Cobb Fendley makes no other
<br />warrant, expressed or implied.
<br />TERMINATION
<br />Either CITY or CobbFendley may terminate this Agreement
<br />by giving 30 days written notice to the other party. In such
<br />event, CITY shall forthwith pay Cobb Fendley in full for all
<br />services previously authorized and performed prior to
<br />effective date of termination. If no notice of termination is
<br />given, relationships and obligations created by this
<br />Agreement shall be terminated upon completion of all
<br />applicable requirements of this Agreement.
<br />OWNERSHIP OF DOCUMENTS
<br />CobbFendley retains the ownership of all drawings,
<br />documents, specifications, exhibits and reports produced
<br />by Cobb Fendley. Copies of these documents will be made
<br />available to the CITY upon request.
<br />INDEMNIFICATION
<br />To the fullest extent permitted by law, CobbFendley shall
<br />indemnify and hold harmless the CITY and OWNER and
<br />their respective officers and employees from and against all
<br />claims, actions, proceedings, liabilities, losses, damages,
<br />costs and expenses, including reasonable legal fees, which
<br />the CITY and OWNER and their respective officers and
<br />employees may sustain to the extent or degree on a
<br />comparative basis of fault arising from the negligent acts,
<br />errors or omissions of CobbFendley, its officers, employees
<br />or subconsultants, arising from the services provided
<br />herein.
<br />To the fullest extent permitted by law, the CITY shall
<br />indemnify and hold harmless CobbFendley and its
<br />respective officers, employees and subconsultants from
<br />and against all claims, actions, proceedings, liabilities,
<br />losses, damages, costs and expenses, including
<br />reasonable legal fees, which CobbFendley and its
<br />respective officers, employees or subconsultants may
<br />sustain to the extent or degree on a comparative basis of
<br />fault arising from the negligent acts, errors or omissions of
<br />the CITY.
<br />11. LIMITATION OF LIABILITY
<br />THE LIABILITY OF COBB FENDLEY TO THE CITY SHALL BE
<br />LIMITED TO SERVICES PERFORMED SOLELY BY COBBFENDLEY.
<br />THE LIABILITY OF COBB FENDLEY TO THE CITY FOR ANY
<br />CAUSE OR COMBINATION OF CAUSES IS, IN THE AGGREGATE,
<br />LIMITED TO AN AMOUNT NO GREATER THAN THE FEE EARNED
<br />UNDER THIS AGREEMENT.
<br />COBBFENDLEY IS NOT RESPONSIBLE FOR ANY
<br />CONSEQUENTIAL DAMAGES THAT MAY BE SUSTAINED BY THE
<br />CITY OR THE CITY'S AGENTS.
<br />12. MEDIATION
<br />If all claims, counterclaims, disputes and other matters in
<br />questions between the CITY and CobbFendley arising out
<br />of or relating to this Agreement or the breach thereof
<br />cannot be settled through direct discussion, the parties
<br />hereto agree to first endeavor to settle the dispute in an
<br />amicable manner by nonbinding mediation under the
<br />Construction Industry Mediation Rules of American
<br />Arbitration Association, before having recourse to
<br />arbitration or any other judicial forum.
<br />13. LEGAL EXPENSES
<br />In the event that legal action is brought by CITY or Cobb
<br />Fendley against the other party to enforce any of the
<br />obligations hereunder or arising out of any dispute
<br />concerning the terms and conditions hereby created, the
<br />losing party shall pay the prevailing party such reasonable
<br />amounts for fees, costs and expenses as may be set by the
<br />court.
<br />14. PAYMENT TO COBB FENDLEY
<br />Monthly invoices will be issued by CobbFendley for all
<br />services performed under the terms of this agreement.
<br />Invoices are due and payable upon receipt. Interest at the
<br />rate of 1.5% per month may be charged on all past -due
<br />amounts, unless not permitted by law, in which case,
<br />interest will be charged at the highest amount permitted by
<br />law.
<br />If CITY is not the OWNER, CITY agrees to pay Cobb
<br />Fendley within 10 working days of receipt of payment from
<br />OWNER.
<br />15. ADDITIONAL SERVICES
<br />Any services not included in the Scope of Services in this
<br />proposal shall be provided by CobbFendley, when
<br />specifically authorized in writing by the CITY, on a per diem
<br />and expense basis in accordance with the attached Rate
<br />Schedule. A copy of our "Supplement to Original
<br />Agreement' is attached.
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