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<br /> Coffman _______________ Client Initials _______________
<br />Coffman’s General Terms and Conditions
<br />
<br />These General Terms and Conditions, as well as the terms in the
<br />proposal delivered to you, make up the “Agreement” as referenced
<br />herein. The term “Client” refers to the entity referred to in the proposal
<br />that is obtaining Coffman’s professional services.
<br />1. Basic Services: Coffman will provide Client “Basic Services,”
<br />which are more particularly described in the Proposal attached hereto.
<br />The Basic Services will be provided in phases as defined in t he
<br />attached Proposal. Coffman’s Basic Services will be performed in
<br />accordance with applicable laws, codes, and standards currently in
<br />effect as of this Agreement’s Effective Date.
<br />2. Additional Services: Services not expressly identified as Basic
<br />Services, services expressly outside the scope of Basic Services, or
<br />services identified as “Additional Services” in the attached proposal
<br />shall be considered “Additional Services.” Additional Services may be
<br />required for the Project. Coffman may notify Client if it believes
<br />Additional Services are required on the Project and shall notify Client
<br />before performing any Additional Services. Coffman shall not be
<br />required to perform Additional Services pursuant to this Agreement
<br />unless Client provides written authorization for Coffman to proceed
<br />with the Additional Services and Coffman agrees to perform such
<br />Additional Services. Coffman’s performance of Additional Services
<br />shall entitle Coffman to additional compensation pursuant to (i) the rate
<br />and reimbursable expense schedules in the attached proposal (ii) an
<br />appropriate adjustment in Coffman’s schedule for completion.
<br />Additional Services and Basic Services may be collectively referred to
<br />herein as “Services.”
<br />3. Reimbursable Expenses: Expenses other than salary costs
<br />that are directly attributable to Coffman’s Services (“Reimbursable
<br />Expenses”) will be invoiced as described in the attached proposal and
<br />or the reimbursable schedule, or, if not listed in these documents, at
<br />Coffman’s cost plus a 10% markup. Reimbursable Expenses include
<br />but are not limited to expenses related to out of town travel, long
<br />distance phone charges, postal and shipping charges, personal and
<br />rental car usage, job related supplies, and printing/reproduction costs.
<br />4. Subcontractors: Coffman may, at Coffman’s sole discretion,
<br />utilize other firms or consultants, if necessary, to complete the
<br />Services. The cost of any subconsultant services shall be subject to a
<br />10% markup or as otherwise agreed upon to cover Coffman’s
<br />overhead expenses.
<br />5. Time of Performance: Coffman’s Services pursuant to this
<br />Agreement are to commence upon the Agreement’s Effective Date and
<br />continue until agreed upon Services are completed or the Agreement
<br />is terminated. Coffman will perform its Services with due and
<br />reasonable diligence consistent with sound professional practices.
<br />Coffman shall not be responsible for failure to perform its Services if (i)
<br />there is a failure or delay by Client or its contractors, employees, or
<br />agents in providing Coffman with the necessary access to
<br />documentation or information; (ii) Client causes delays in any manner,
<br />whatsoever; (iii) such failure is due to any force majeure, fire,
<br />inclement weather, act of governmental authority, or any other cause
<br />reasonably beyond Coffman’s control. In any of these events,
<br />Coffman’s time for completion of its Services shall be extended
<br />accordingly.
<br />6. Standard of Care: Coffman shall perform Services in a manner
<br />consistent with that level of care and skill ordinarily exercised by
<br />members of the same profession currently practicing under similar
<br />circumstances in the same geographical area. CLIENT
<br />ACKNOWLEDGES AND AGREES THAT COFFMAN HAS MADE NO
<br />OTHER IMPLIED OR EXPRESS REPRESENTATION, WARRANTY,
<br />OR CONDITION WITH RESPECT TO THE SERVICES TO BE
<br />PROVIDED PURSUANT TO THIS AGREEMENT.
<br />
<br />7. Compensation:
<br />A. Compensation to be paid Coffman shall be in accordance
<br />with the Agreement and attached appendices. Coffman
<br />shall submit monthly invoices to Client. Invoices shall be due
<br />and payable by Client immediately upon receipt.
<br />B. Invoices not paid within thirty (30) days of receipt will be
<br />considered delinquent, and Client will be liable to Coffman
<br />for a late charge accruing from the date of such invoice to
<br />the date of payment at the lower of twelve (12) percent per
<br />annum or the maximum rate allowed by law and Client
<br />agrees to pay such late fee.
<br />C. If Client fails to pay Coffman’s invoices for fees and/or
<br />Reimbursable Expenses when they become due, other than
<br />in connection with a good faith dispute of the amount owing
<br />or due Coffman’s breach of this Agreement, Coffman may
<br />suspend performance of its Services pursuant to this
<br />Agreement following three (3) days written notice to Client of
<br />such non-payment until Coffman is paid in full for all invoices
<br />due. In the event of such suspension for non-payment,
<br />Coffman’s time for completion of its Services shall be
<br />extended accordingly.
<br />D. Further, if Client fails to pay Coffman’s invoices for fees
<br />and/or Reimbursable Expenses when they become due, at
<br />any time, and without waiving any other rights or claims
<br />against Client and without thereby incurring any liability to
<br />Client, Coffman may elect to terminate this Agreement and
<br />performance of Services immediately following written notice
<br />from Coffman to Client. Notwithstanding any such
<br />termination of services, Client shall pay Coffman for all
<br />services rendered by Coffman up to the date of termination
<br />of Services plus all interest and termination costs and
<br />expenses incurred by Coffman.
<br />E. Client agrees that it will reimburse Coffman for any costs and
<br />attorneys’ fees (including in-house counsel costs) Coffman
<br />incurs in any proceedings involving Client’s delinquent
<br />invoice payments or nonpayment.
<br />8. Termination: Notwithstanding any other section of this
<br />Agreement, either party may terminate this Agreement by fifteen (15)
<br />days written notice. If Client elects to terminate this Agreement, Client
<br />shall pay Coffman in full for all Services performed and Reimbursable
<br />Expenses incurred up to the date which Coffman receives written
<br />termination notice, plus all termination costs and expenses incurred by
<br />Coffman. If Coffman elects to terminate this Agreement, Client shall
<br />pay Coffman in full for all Services performed and Reimbursable
<br />Expenses incurred up to the termination date.
<br />9. Insurance: Coffman shall at its own cost and expense procure
<br />and maintain for the duration of this Agreement the following insurance
<br />policies:
<br />A. Commercial General Liability Coverage: $1,000,000 per
<br />occurrence and $2,000,000 aggregate coverage for bodily
<br />injury, personal injury, and property damage.
<br />B. Automobile Liability Coverage: $1,000,000 combined single
<br />limit per occurrence for bodily injury and property damage.
<br />C. Workers’ Compensation Coverage: Coffman shall maintain
<br />Workers’ Compensation insurance for its employees in
<br />accordance with the laws of the state where the services are
<br />being performed.
<br />D. Professional Liability Coverage: Coffman maintains
<br />professional errors and omissions coverage in an amount of
<br />$1,000,000 on a claim made annual aggregate basis.
<br />
<br />Proposal #252360
<br />AquaSox Stadium
<br />Everett, Washington
<br />Electrical Fee
<br />April 1, 2025
<br />Design-Build Contract for Everett Outdoor Events Center
<br />Exhibit C - Phase 1A Work and Fee Proposal
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