13-Resolution authorizing contract with Weaver Boos Consultants

Home Browse Search

WEAVER BOOS CONSULTANTS, LLC General Terms and Conditions Version 2009-AI Page 3 of 4 NEGLIGENCE. ERRORS_ OMISSIONS. STRIC"1' LIABILITY, BREnCH OF CON"I'RACT. STATUTORY LIABILITY. BREACH OF WARRANTY. NEGLIGEN"I- MISREPRESENTAT(ONS. F,NVIRONMENTAL LIABILITY OR OTHER ACTS GIVING RISE TO LIABILITY 13ASED UPON CONTRACT. TORT OR S"I'A"I'UTE. [T [S EXPRESSLY AGREED THAT THE REML:DY S"I'ATED HEREIN IS 'FHE CLIENT'S EXCLUSIVE AND SOLE REMEDY FOR ANY DAMAGF,(S) ARIS[NG OUt OF THIS AGREEMENT OR SERVICES TO BE PERFORMF,D PURSUANT TO THIS AGREEMENT. b. WBC will increase our limitation of liabilitN up to the limits of our available insurance coverage or otherwise to $100,000. whichever is greater, upon client's written request, and for the additional consideration of $500. Said request and payment must be received within 14 days of the date of execution of the Proposal and be before any claim arises. c. The Client further agrees to notify any contractors or subcontractors who may perform work in connection with any design, report or study prepared by WBC of such limitation of liability for breach of contract, errors, omissions or negligence and require as a condition precedent to their performing their work a like limitation of liability on their part as against WBC. d. The Client and WBC agree that neither will be liable to the other for consequential damages incurred due to the fault of the other. Said damages include, but are not limited to. loss of use and lost profits. e. With the exception of actions pertaining to materialmen or mechanic's liens, and if lawful, causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run on the date the alleged act or failure to act occurred. f. Not withstanding the above, all claims, whether based upon conVact, tort, breach of warranty, professional negligence (including errors, omissions or other professional acts), or otherwise, shall be deemed waived unless made by the Client in writing and received by WBC within one (1) year after Client reasonably knew or should have known of its existence, but in no event, shall such claim be asserted by Client later than two (2) years after WBCs completion of services with respect to which the claim is made. SECTION 12: ARBITRATION OF DISPUTES a. b. Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof shall be subject to and decided by arbitration in accordance with the Construction Industry Arbitration rules of the American Arbitration Association currently in effect, such arbitration to be held in Chicago, Illinois, unless the parties mutually agree otherwise. Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in questio❑ has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceeding based on such claim, dispute or other matter in question would be barred by applicable statutes of limitations subject to Section 10(e) above. c. No arbitration arising out of our relating to this Agreement shall include, by consolidation, joined or in any other manner, an additiona] person or entity not a party to this Agreement except bNl written consent of WBC. Client and anv other person or entity sought to be joined. d. The a~~°ard tenderecl bv the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. SECTION 13: TERMINATION a. This Agreement may be terminated by either party upon at least seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Such termination shall not be effective if the substantial failure has been remedied before expiration of the period specified in written iiotice. b. WBC may terminate this Agreement if the Client suspends WBC's services for more than sixry (60) consecutive days through no fault of WBC's. c. This Agreement may be tenninated without cause by either party upon at least sixty (60) days' written notice. d. If this Agreement is terminated, WBC shall be paid for services performed prior to the termination date set forth in the notice plus termination expenses. Termination expenses shall include costs attributable to personnel and equipment rescheduling and re-assignment and all other costs incurred directly attributable to termination. SECTION 14: MISCELLANEOUS a. In the event that any provision (or portion thereofl herein shall be deemed invalid or unenforceable, the other provisions hereto shall remain i❑ full force and effect, and binding upon the parties hereto. In such event, the provisions found to be invalid shall be deemed to be reformed so that the intent of such provision will be enforced to the maximum extent permitted by applicable law. b. The heading or title of a section is provided for convenience and information and shall not serve to alter or affect the provisions included herein. c. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the Client and WBC shall survive the completion of services and the termination of the Agreement. d. Unless otherwise provided, the substantial law of the State of Indiana will govern the validity of this agreement, its interpretation and performance, and remedies for contract breach or any other claims related to this agreement. e. WBC shall apply professional judgment in determining the extent to which WBC shall compiy with any given standard identified in WBC's documents. Unless otherwise indicated, such compliance, referred to as "General Compliance" specifically excludes consideration of any standard listed as a reference in the text of those standards cited by WBC. f. Unless specifically stated in WBC's Proposal, it is understood the costs for implementation of the work are based on privately owned projects utilizing merit (non-union) wages and employees. Government funded or publicly owned projects that require prevailing wages will have specific fees identified