No. 2732 approving/authorizing the execution of an addendum to the Master Agency Agreement (Wayne St. Parking Garage Repair Assessment)

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Condition Assessment & Preventive Maintenance Program June 29, 2010 St. Joseph/Wayne Street Parking Garage Page 6 City of South Bend STANDARD TERMS AND CONDITIONS OF AGREEMENT The engagement of Paul Fujawa Engineers, Inc. (FUJAWA) by the City of South Bend (Client) is under the following terms and conditions, as applicable, and is an integral part of the Agreement between the City of South Bend and FUJAWA. Desman Associates (DESMAN) shall collaborate with FUJAWA as a'sub- consultant. 1. Unless noted or otherwise requested, the fee estimate for the proposed Scope of Services is valid for 60 days from the date of Proposal. 2. If applicable, testing results apply only to the material samples actually tested. Test specimens or samples will be disposed immediately upon completion of the test, unless otherwise agreed. 3. All documents, including but not limited to drawings, specifications, reports, . field notes, laboratory test data, calculations, and estimates prepared by FUJAWA or DESMAN pursuant to this Agreement, shall be the sole property of FUJAWA or DESMAN. All documents of any nature furnished to Client, if not paid for will be returned upon demand and will not be used by Client for any purpose whatsoever. Under no circumstances shall any documents produced by FUJAWA or DESMAN, pursuant to this Agreement, be used at any location or for any project not expressly provided for in this Agreement without the written permission of both FUJAWA and DESMAN. Reports of FUJAWA and DESMAN issued pursuant to this Agreement are for the exclusive use of Client, the name of FUJAWA and DESMAN, or its insignia or seal shall not be used by or on behalf of Client under any circumstances in advertising to the general public, or in any public material or in any other manner without prior written approval. Client shall indemnify, defend, and hold FUJAWA and DESMAN harmless from and against any claims, liabilities, loss or damage, including reasonable attorney's fees arising out of any use of the report and expense of Client. FUJAWA will provide Client with copies of documents created in the performance of the work for a period not exceeding one year following submission of the report contemplated by this Agreement. 4. Payment is due upon receipt of FUJAWA's invoices. Payment to FUJAWA is the sole responsibility of signatory of this Agreement and is not subject to third party agreements. If payment is not received within thirty (30) days of receipt by Client, Client agrees to pay a finance charge on the principal amount of the past due account to one and one half (1 1/2 %) percent per month. The Client agrees to pay FUJAWA's cost of collection of all amounts due and unpaid after sixty (60) days, including court costs and reasonable attorney's fees. 5. Invoice payments must be kept current for work to continue. If the Client fails to pay any invoice due to FUJAWA within 45 days of the date of the invoice, FUJAWA may, without waiving any other claim or right against Client, suspend services under this Agreement until FUJAWA has been paid in full all amounts due FUJAWA and/or any of its Consultants and Subcontractors. 6. FUJAWA agrees to carry the following insurance during the term of this Agreement: General Liability, Professional Liability and Comprehensive Automobile Liability. Certificates of insurance will be furnished upon request. If the Client requires insurance coverage or limits in excess of FUJAWA's normal policies, and if it is available, Client agrees to reimburse FUJAWA for such additional expense.