02000000003 contract docs

• Contract/PO #: 02000000003
• Contractor Name: Brown and Caldwell
• Contract Type: Grant
• Loan Projects - Doc Type: Contract Documents

�Brown and Caldwell/Clien� �
Standard Terms and Conditions (cont.)
not be modified or altered except in writing signed by both
parties, pxovided further that any terms and conditions in any
client authorization or gurchase ordei issued in connection or
undez the Agreement which aze inconsistent with the
Agreement are hexeby superseded and shall be of no force and
effect.
IX. CHOICE OF LAW/JURISDICTION
This Agzeement shall be administered and interpreted under the
laws of the state in which the BC office responsible for the
project is located. Jurisdiction of litigation arising from the
Agreement shall be in that state.
X. SEVERABILITY
If any pazt of the Agreement is found unenfoxceable under
applicable laws, such part shall be uioperative, null and void
insofax as it is in conflict with said laws, but the remainder of the
Agreement shall be in full force and effect.
XI. FORCE MAJEURE
BC shall not be xesponsible fot delays in pexfomung the scope
of services that may result from causes beyond the reasonable
contcol or contempladon of BC. BC will take reasonable steps
to mitigate the impact of any force majeure.
XII. NO BENEFIT FOR THIRD PARTIES
The services to be performed by BC hereunder are intended
solely for the benefit of Client, and no right nor benefit is
conferred on, nor any contractual relationship intended or
established wirh any pexson or endry not a party to this
Agxeement. No such person or entity shall be entided to rely on
BC's perfoxmance of its services hexeundei.
XIII. WORK PRODUCT
BC and Client xecognize that BC's work product submitted in
perfoxrnance of this Agreement is intended only for the Client's
benefit and use. Change, alteration, oi xeuse on another project
by Client shall be at Client's sole risk, and Client shall hold
hannless and indemrufy BC against all losses, damages, costs and
expense, including attomeys' fees, arising out of or related to any
such unauthorized change, alteration or xeuse.
without pxejudice to any other iemedy of BC at law or
equity.
XV. TERMINATION OF WORK
This Agreement may be texminated as follows:
1. By Client (a) for its convenience on 30 days' notice to BC,
or (b) foi cause, if BC matexially breaches this Agreement
through no fault of Client and BC neither cures such
material breach nox tnakes reasonable pxogress towatd cuxe
within 15 days afrer Client has given written notice of the
alleged breach to BC.
2. By BC (a) for cause, if Client materially breaches this
Agxeement thxough no fault of BC and Client neither cures
such material breach nor makes reasonable progress mward
cure within 15 days afrer BC has given written notice of the
alleged breach to Client, oi (b) upon five days' notice if
Woxk under this Agzeement has been suspended by eithec
Client or BC in the aggxegate for more than 30 days.
3. Payment u�on Termination. In the event of
tem�ination, BC shall pexform such addidonal work as is
reasonably necessary fox the orderly closing of ihe Work.
BC shall be compensated for all woxk performed prior to
the effective date of texmination, plus wosk requixed for the
orderly closing of the Woxk. Except fos temvnation of BC
by Client for cause, BC shall aiso receive a tennination fee
equal to 15 percent of the total compensation yet to be
eamed under existing authorizations at the time of
temunation.
XVI. NOTICES
All notices required under this Agreement shall be by pexsonal
delivery, facsimile oi mail to the BC Project Manager and to the
person signing the pxoposal on behalf of the Client, and shall be
effective upon delivery to the addressed stated in the proposal.
XIV. SUSPENSION OF WORK
Work under this Agreement may be suspended as Eollows:
1. li nt. By written notice to BC, Client tnay suspend all
or a portion of the Work under this Agxeement if
unfoxeseen cixcumstances beyond Client's control make
nom�al progress of the Woik impracticable. BC shall be
compensated for its xeasonable expenses resulring from
such suspension induding mobilization and de-
mobilization. If suspension is greater than 30 days, then
BC shall have the right to temvnate this Agreement in
accotdance with Article XV, Termination of Work.
2. � BC. By wxitten norice to Client, BC may suspend the
Work if BC reasonably determines that working condirions
at the Site (outside BCs contron are unsafe, or in violarion
of applicable laws, oi for other circumstances not caused by
BC that are interfering with the normal progress of the
Woik. BC's suspension of Woxk hereunder shall be
CL-L-TC Qune 30,1999)
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