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<br />PROVISIONS OF THE AUTHORIZATION FOR PROFESSIONAL SERVICES
<br />(Public Agency Client)
<br />AUTHORIZATION TO PROCEED
<br />Signing this Agreement shall be construed as
<br />authorization by CLIENT for Cobb, Fendley &
<br />Associates, Inc. (CobbFendley) to proceed with the
<br />services, unless otherwise provided for in this
<br />agreement.
<br />INTERPRETATION OF FEES
<br />Unless specified as hourly, the fees shown herein are
<br />considered lump sum amounts.
<br />DIRECT PERSONNEL EXPENSE
<br />Direct Labor Costs means salaries and wages paid to
<br />CobbFendley's employees plus payroll related costs
<br />and benefits such as payroll taxes, worker's
<br />compensation, health and retirement benefits,
<br />bonuses, sick leave, vacation, and holiday pay
<br />applicable hereto.
<br />DIRECT EXPENSES
<br />CobbFendley's direct expenses shall be those costs
<br />incurred on or directory for the CLIENT'S project,
<br />including but not limited to necessary transportation
<br />costs including mileage at the current IRS rate, meals
<br />and lodging, laboratory tests and analyses, and printing
<br />and binding charges. These direct expenses shall be
<br />billed in accordance with the attached rate schedule.
<br />OUTSIDE SERIVICES
<br />When technical or professional services are furnished
<br />by an outside source, when approved by the CLIENT,
<br />an additional amount shall be added to the cost of
<br />these services by CobbFendley to cover its
<br />administrative costs, as provided in this Agreement.
<br />COST PROJECTIONS
<br />If included in CobbFendley's scope of services,
<br />opinions or estimates of probable construction costs
<br />are prepared on the basis of CobbFendley's experience
<br />and qualifications and represent CobbFendley's
<br />judgment as a professional generally familiar with the
<br />industry. However, since CobbFendley has no control
<br />over the cost of labor, materials, equipment or services
<br />furnished by others, over contractor's methods of
<br />determining prices, or over competitive bidding or
<br />market conditions, CobbFendley cannot and does not
<br />guarantee, represent or warrant that proposals, bids, or
<br />the actual construction cost will not vary from
<br />CobbFendley's opinions or estimates of probable
<br />construction cost.
<br />PROFESSIONAL STANDARDS
<br />CobbFendley agrees to perform its services in
<br />accordance with the standard of professional care used
<br />by other practicing professional engineers of ordinary
<br />prudence in the same field of engineering and
<br />performing the same type of work in CLIENT'S
<br />community under the same or similar circumstances.
<br />CobbFendley makes no other warranty, expressed or
<br />implied.
<br />TERMINATION
<br />Either CLIENT or Cobb Fendley may terminate this
<br />Agreement by giving 30 days written notice to the other
<br />party. In such event, CLIENT shall forthwith pay
<br />CobbFendley in full for all services previously
<br />authorized and performed prior to effective date of
<br />termination. If no notice of termination is given,
<br />relationships and obligations created by this Agreement
<br />shall be terminated upon completion of all applicable
<br />requirements of this Agreement. Failure by Client to
<br />make payments when due shall be cause for
<br />suspension of services or, ultimately, termination,
<br />unless and until CobbFendley has been paid in full all
<br />amounts due for services, expenses and other related
<br />charges, including interest on past due amounts.
<br />9. REUSE OF DOCUMENTS
<br />Any reuse by the client or others of documents or plans
<br />that result from CobbFendley's services under this
<br />agreement shall be at the client's or other's sole risk
<br />without liability to Cobb Fendley.
<br />10. INDEMNIFICATION
<br />To the fullest extent permitted by law, CobbFendley
<br />shall indemnify and hold harmless the CLIENT and
<br />OWNER and their respective officers and employees
<br />from and against all claims, actions, proceedings,
<br />liabilities, losses, damages, costs and expenses,
<br />including reasonable legal fees, which the CLIENT and
<br />OWNER and their respective officers and employees
<br />may sustain to the extent or degree on a comparative
<br />basis of fault arising from the negligent acts, errors or
<br />omissions of CobbFendley, its officers, employees or
<br />subconsultants, arising from the services provided
<br />herein.
<br />11. LIMITATION OF LIABILITY
<br />THE LIABILITY OF COBB FENDLEY TO THE CLIENT SHALL
<br />BE LIMITED TO SERVICES PERFORMED SOLEY BY
<br />COBBFENDLEY. THE LIABILITY OF COBB FENDLEY TO THE
<br />CLIENT FOR ANY CAUSE OR COMBINATION OF CAUSES IS,
<br />IN THE AGGREGATE, LIMITED TO AN AMOUNT NO GREATER
<br />THAN THE FEE EARNED UNDER THIS AGREEMENT.
<br />COBBFENDLEY IS NOT RESPONSIBLE FOR ANY
<br />CONSEQUENTIAL DAMAGES THAT MAY BE SUSTAINED BY
<br />THE CLIENT OR THE CLIENT'S AGENTS.
<br />12. MEDIATION
<br />In the event that any dispute shall arise between Client
<br />and CobbFendley regarding the parties rights or
<br />obligations under this Agreement, the parties shall, as
<br />a condition precedent to taking any action against one
<br />another make a good faith effort to resolve such
<br />disagreements by negotiation and/or non -binding
<br />mediation.
<br />13. LEGAL EXPENSES
<br />In the event that legal action is brought by CLIENT or
<br />CobbFendley against the other party to enforce any of
<br />the obligations hereunder or arising out of any dispute
<br />concerning the terms and conditions hereby created,
<br />the losing party shall pay the prevailing party such
<br />reasonable amounts for fees, costs and expenses as
<br />may be set by the court.
<br />14. PAYMENT TO COBBFENDLEY
<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
<br />the rate of 1.5% per month may be charged on all past -
<br />due amounts, unless not permitted by law, in which
<br />case, interest will be charged at the highest amount
<br />permitted by law. Pending resolution of any dispute
<br />concerning any portion of any invoice submitted by
<br />CobbFendley, all undisputed portions shall be paid in
<br />accordance with this paragraph. If payment is not
<br />received within 45 days from date of invoice,
<br />CobbFendley retains the right to cease further work on
<br />the project until such time that the overdue invoices are
<br />paid. CobbFendley also retains the right to withhold
<br />final approved plans and other deliverables until all
<br />overdue invoices are paid.
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