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HomeMy WebLinkAboutPSA - Abonmarche Consultants, LLC - Portage Prairie AreaN 1 � '- 2.01 Payment Procedures actices and A. Invoices: Engineer shall prepare invoices in accordance with due and pay ble within -W 35 days submit the invoices to Owner on a monthly basis. invoices30 of receipt. _ �ko in addition, Engineer may, after giving seven days written notice to Owner, suspen d in services under this Agreement until Engineer has ves anyeen and all nonamounts due for services, -disputed d sputed claims against expenses, and other related charges. owner• Engineer for any such suspension. 3.01 Termination rm: ance under this Agreement maybe terminated A. The obligation to continue perfo For cause, a. By either parry upon 30 days written notice in the event of substantial failure by the no fault of other party to perform in accordance with the Agreement services is ssubstantial failure to the terminating parry. Failure to pay Engine perform and a basis for termination. b. By Engineer: 1) upon seven days written notice if owner demands stlice liat censed profeneer ssional ornish or perform services contrary to Engineers respo 2) upon seven days written notice if the Engine ineer'sicontrol ces for the Project are delayed for more than 90 days for reasons beyond g Engineer shall have no liability to Owner on account of a termination by Engineer under Paragraph 3.01.A.1.b. c. Notwithstanding notice begins, the foregoing, this Agreement will not terminate as a result a substantial failure under Paragraph 3A1.A.La if the party receiving such within seven days of receipt of such notice to correct withits substantial in no morehan30 days ofoperform receipt of and proceeds diligently tocure such failure al failure cannot be notice; provided, however, that if and to the extent such subarty hasldiligently attempted reasonably cured within such 30 day period, and if such party g ly to cure the same, then the cure p h cure the same anerein shall extend d thereafter up to, but inues tin no case more than, 60 days after period provided for the date of receipt of the notice. ctive upon Engineer's receipt of written notice from 2. For convenience, by Owner effe Owner. ate of term time B. The terminating party under Paragraph 3.01.A may set the infeerito cdomplete taskstion wh seavalue up to 30 days later than otherwise provided to allow g Page 2 EJCBC F-500 Agreement Between owner and Engineer Engineers for R.SCDCIneS'GnM An nghts`rescrved. •iQht © 2008 LVafional Society of Professional would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. C. In the event of any termination under Paragraph 3.01, Engineer will be entitled to invoice Owner and to receive full payment for all non -disputed services performed or furnished in accordance with this Agreement and all reimbursable expenses incurred through the effective date of termination. 4.01 Successors, Assigns, and Beneficiaries gal A. Owner and Engineer are hereby bound and dhe successors, executors, i the extent permitted by administrators, Paragraph4.O lBe he representatives of Owner and Engineer assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise, nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any contractor, subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 5.01 General Considerations A. The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement Or otherwise, and in connection with Engineer's services. Subject to the foregoing standard of care, Engineer ts consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. B. Engineer shall not at any time supervise, direct, control, or have authority over any contractor's work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Project site, nor for any failure of a contractor to comply with laws and regulations applicable to such contractor's filrnishing and performing of its work. C. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. Page 3 EJCDC E-500 Agreement Between owner and Engineer for Professional Services Co yright ©2008 National Socie of Professional Engineers for EJCDC. All rights reserved. 10 E. F G. Engineer neither guarantees the performance of work n accordanceractor nor assumes responsibility withwi h the contract betweenfor any Owner g contractor's failure to furnish and perform its wor x and such contractor. Engineer is not responsible for variationsbetween e o k5n actual construction bids or costs and Engineer's opinions or estimates regarding construction Engineer shall not be responsible for the acts or £any other person (excs of any oept Engineer's subcontractor, own supplier, or of any of their agents or employe construction work; or for employees) at the Project site or otherwise furnishing or performing any application, any decision made regarding the construction ncontract oa t other than those made by Engior any neer. interpretation, or clarification of the construction er are to The general conde the itions for any construction contract docuament s prePar prepared by theed dEngineex s joint g "Standard General Conditions of the Construction Con C C-700, 2007 Edition) unless the parties agree otherwise. Contract Documents Committee {E3CD tains All documents prepared or furnished by Engineer are i strurn Land service, he ightno re use) ;ine such an ownership and property interest (including the copyright to use documents, whether or not the Project is completed. owner shall have a limited related uses of the Own sr, subject to dto documents on the Project, extensions f the Project, and ons othe b Engineer of full payment for all services relating ed es thatto suchion documents Bare not nts and receiptY g Owner acknow g subject to the following limitations: (1) Engineer, or for ess COMP intended or represented to be suitable for i use of he Project r ject, on any other project, or for any other use or reuse by Owner or others on extensions an such use or reuse, use or purpose, without written verification or adaptation by Engineer; (completion, or adaptation by or any modification of the documents, without intwriendeten d, ill be at owner's sole risk and without Engineer, as appropriate for the specific purpose partners, directors, members, agents, liability or legal exposure to Engine shall r or to iindemnifyts � and hold harmless Engineer and its employees, and consultants; (3) Ow agents, employees, and consultants from all claims, officers, directors, members, partners, ag' fees, arising Out of or damages, losses, and expenses, including attout rnewritten verification, completion, ith n, or adaptation by reuse, or modification of the documents w Engineer; and (4} such limited license to Owner shall not create any rights in third parties. e To the fullest extent permitted by law, Owner and Engineer (1) waive against each other, and th H' directors, agents, insurers, partners, and consultants, any and all claims other's employees, officers, for or entitlement to special, incidental, indirect, or con ee that1E gin eons total liability Ito owtner from, or in any way related to the Projct, and {2} he under this Agreement shall be limited tc I" or the total amount of compensation received by Engineer, whichever is greater. nclude any The parties acknowledge that Engineer's scope of servi of asbestos,does not YPCBs, petroleurn,shazardourelated s 1. a Hazardous Environmental Condition (the presence o substances or waste as defined by the Comprehensive Environmental is)tat Response, on any other party Liability Act, 42 U.S.C. §§9601 et seq., or radioactive ma encounters a Hazardous Environmental Condition, Engineer may, at its option and without liability e performance of services on the portion of the for consequential or any other damages, suspend p Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to J identify and, as appropriate, abate, remediate, or remove the li able Laws and Regulation and {2} applicable warrants that the Site is in full compliance with pp Page 4 ESCDC E-500 Agreement Between Owner and Engineer for Professional Services •ivht OO 2008 National Society of Professional En ineers for GJCDC. All rights reserved. Owner and Engineer agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at law. 6.01 Total Agreement s the A. This Agreement (including any expressly sincorporate r woral understandings. ire agreement between Owner and Engineer and supersedes all prior o This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. 7.01 Basis of Payment Hourly Rates Plus Reimbursable Expenses A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Engineer as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of Engineer's employees times standard hourly rates for each applicable billing class for all services performed on the Project, plus reimbursable expenses and Engineer's consultants' charges, if any. 2. Engineer's Standard Hourly Rates are attached as Appendix l . 3. The total compensation for services and reimbursable expenses is not to exceed $121LO. aged 7.02 Additional Services: For additional services of equal tolthercumulat cumes ulative barged to Project tly on the Project, Owner shall pay Engineer an amount by each class of Engineer's employees times standard hourly rates for each applicable billing class, plus reimbursable expenses and Engineer's consultants' charges, if any. Engineer's standard hourly rates are attached as Appendix 1. Attachments: Appendix 1, Engineer's Standard Hourly Rates Page 5 EJCDC E-500 Agreement Between owner and Engineer for Professional Services Cop right © 2008 National Society of Professional En ineers for EJCDC. All ri its reserved. E rW 7 1 tr � -- � . � tf�