Agenda - 09-17-2024; 6-a - Approval of a Professional Services Contract with CPL for the Design of a New Crisis Diversion Facility

Browse Search

27 5410 Trinity Road P 919.866.4951 Suite 102 F 919.859.5663 T I M M O N S GROUP Raleiqh, NC 27607 www.timmons.com YOUR VISION ACHIEVED THROUGH OURS. EXHIBIT B TERMS AND CONDITIONS 1. SCOPE OF SERVICES: The Scope of Services performed under this Agreement shall be as described in Exhibit A of the Letter of Agreement. Separate Change Orders signed by authorized representatives of Timmons Group and the Client may, from time to time, describe additional or different services to be performed under this Agreement, such Change Orders are incorporated by reference herein. These Terms and Conditions shall apply to the Change Orders except to the extent expressly modified by such Change Order. Timmons Group services with regard to the specific properties covered by this Agreement and subsequent Change Orders, if any, shall hereinafter be referred to as the "Project" or"Projects." 2. STANDARD OF CARE AND CODE COMPLIANCE: Timmons Group shall provide its services under this Agreement consistent with the professional skill and care ordinarily provided by members of the same profession practicing in the same or similar locality under the same or similar circumstances. Timmons Group shall exercise usual and customary professional care in its efforts to comply with all applicable codes, laws, regulations and the policies of regulatory agencies in effect as of the date of the Agreement (collectively, "legal requirements"). Design changes made necessary by newly enacted codes, laws, regulations and the policies of regulatory agencies after the date of this Agreement shall be treated as an additional service subject to an executed Change Order, and Timmons Group shall be entitled to appropriate additional compensation. Timmons Group shall not be liable for any damages arising from conflicting interpretations of any legal requirements by different officials. In the event of a conflict between legal requirements applicable to the Project, Timmons Group shall notify the Client of the nature and impact of such conflict, and the Client agrees to cooperate and work with Timmons Group in an effort to resolve the conflict. 3. INSTRUMENTS OF SERVICE: All documents, including, but not limited to, drawings, specifications, plans, reports and other forms of electronic data prepared and furnished by Timmons Group, are Instruments of Service pursuant to this Agreement and remain the property of Timmons Group. Client may retain one such copy of all such documents, for record purposes, which documents may only be used for the Project. Any adaptation by Client of said documents, whether intentional or inadvertent, without Timmons Group's verification shall be at Client's sole risk and without liability or legal exposure to Timmons Group or Timmons Group's employees. Client agrees to assume all risks associated therewith and to hold Timmons Group harmless and indemnify it from and against any claims, liabilities, damages, losses and costs, including but not limited to attorney's fees, arising therefrom or in connection therewith. 4. GOVERNING LAW: This Agreement shall be governed according to the laws of the place of the Project, without regard to its conflicts of laws provisions. 5. THIRD PARTY RIGHTS: This Agreement shall not create any rights or benefits to parties other than the Client and Timmons Group. 6. ASSIGNMENT: This Agreement may not be assigned without the prior written consent of the Client and Timmons Group, such consent not to be unreasonably withheld. 7. PROJECT SITE SAFETY: Timmons Group's Project site responsibilities are limited solely to the activities of Timmons Group and Timmons Group's employees on the Project site. These CIVIL ENGINEERING I ENVIRONMENTAL I SURVEYING I GIS I LANDSCAPE ARCHITECTURE I CONSTRUCTION SERVICES 21 of 22