CANCELLATION FOR CAUSE
CLIENT may cancel all or any part of this Contract if CONSULTANT breaches any of the terms herein and fails to cure such breach within ten (10) days after receiving notice thereof, or in the event of any of the following Insolvency of CONSULTANT; a voluntary or involuntary petition in bankruptcy by or against CONSULTANT, the appointment of a receiver or trustee for CONSULTANT, or any assignment for the benefit of creditors of attorney’s fees, and other costs of litigation at trial and upon appeal. CONSULTANT may cancel all or any part of this contract if CLIENT breaches any of the terms herein and be entitled to equivalent damages as expressed above for CLIENT.
ACCESS TO RECORDS
CLIENT shall have access to such books, documents, papers, and records of CONSULTANT as are directly pertinent to this contract to make audits, examinations, excerpts, and transcripts. CONSULTANT shall maintain records and shall make records available to the CLIENT at any time to comply with inspection and production duties. This obligation shall survive the termination of this Agreement and may be extinguished by CONSULTANT only by delivery of records to the CLIENT.
FORCE MAJEURE
Neither CLIENT nor CONSULTANT shall be considered in default because of any delays in the completion of responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the party so disenabled, provided the party so disenabled shall within ten (10) days from the beginning such delay notify the other party in writing of the causes of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation.
NONWAIVER
The failure of the CLIENT to insist upon or enforce strict performance by CONSULTANT of any of the terms of this Contract or the exercise of any rights hereunder shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon such terms or rights on any future occasion.
ATTORNEY FEES
In the event suit or action is instituted to enforce any of the terms of this contract, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorney’s fees at trial or on appeal of such suit or action, in addition to all other sums provided by law.
APPLICABLE LAW
The law of the State of Texas shall govern the validity of this Agreement, its interpretation and performance, and any other related claims.
CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this Agreement and the proposal of the CONSULTANT, this Agreement shall control, and nothing herein shall be considered as an acceptance of terms of the Consultant’s proposal which conflict with the terms outlined in this Agreement.
INDEMNIFICATION
With regard to Comprehensive General Liability, CONSULTANT agrees to indemnify and hold harmless the CLIENT, its Officers, and Employees against and from any and all loss, claims, actions, suits, reasonable defense costs, attorney fees, and expenses for or on account of injury, bodily or otherwise to, or death of persons, damage to or destruction of property belonging to Client, Consultant, or others resulting from or arising out of CONSULTANT’s negligent acts, errors or omissions in services pursuant to this Agreement. This agreement to indemnify applies whether such claims are meritorious or not; provided, however, that if any such liability, settlements, loss, defense costs, or expenses result from the concurrent negligence of CONSULTANT and CLIENT, this indemnification and agreement to assume defense costs applies only to the extent of the negligence or alleged negligence of the CONSULTANT.
With regard to Professional Liability, CONSULTANT agrees to indemnify and hold harmless CLIENT, its Officers, and Employees from any and all liability, settlements, loss, reasonable defense costs, attorney fees, and expenses to the extent it arises out of CONSULTANT’S negligent acts, errors or omissions in service provided pursuant to this Agreement; provided, however, that if any such liability, settlements, loss, defense costs or expenses resulting from the concurrent negligence of CONSULTANT and the Client, this indemnification and agreement to assume defense costs applies only to the extent of negligence of CONSULTANT.
With respect to Commercial Liability and Professional Liability, CONSULTANT reserves the right to approve the choice of counsel.
The rights and obligations of this parties related to indemnification and liability shall not be construed to create liability of the CONSULTANT for services, advice, and action in concert with the CLIENT, where strategies related to employment, the termination of employment, or other employee discipline or denials or actions or grievances are undertaken in good faith and pursuit of the CLIENT’s interests. The parties recognize that risks of claims and litigation are inherent in the context of labor and employee management and, as such, are assumed by the CLIENT and are subject to defense where the CLIENT and CONSULTANT action concert with the advice of the CLIENT’s labor and employment counsel, provided that CONSULTANT is not guilty of malfeasance, willful or wanton neglect, or apparent negligence as a labor and employment practitioner.
INSURANCE
Before starting work hereunder, CONSULTANT, at CONSULTANT’S cost, shall secure and continue to carry during the term of this contract, with an insurance company acceptable to CLIENT, the following insurance:
- Commercial General Liability. CONTRACTOR shall obtain, at CONTRACTOR’S expense and keep in effect during the term of this Contract, Commercial General Liability insurance covering bodily injury and property damage with limits of not less than $1,000,000 per occurrence and the annual aggregate not less than $2,000,000. Coverage shall include contractors, subcontractors, and anyone directly or indirectly employed by either. This insurance will include personal and advertising injury liability, products, and completed operations. Coverage may be written in combination with Automobile Liability Insurance (with separate limits). Coverage will be written on an occurrence basis. If written in conjunction with Automobile Liability, the combined single limit per occurrence will not be less than $1,000,000 for each job site or location. Each annual aggregate limit will not be less than $2,000,000.
- Automobile Liability CONTRACTOR shall obtain, at CONTRACTOR’S expense and keep in effect during the term of the resulting contract, Commercial Business Automobile Liability Insurance covering all owned, non-owned, or hired vehicles. This coverage may be written in combination with Commercial General Liability Insurance (with separate limits). The combined single limit per occurrence will not be less than $1,000,000.
- Additional Insured The liability insurance coverage shall include CLIENT and its officers and employees as Additional Insured but only with respect to Contractor’s activities to be performed under this Contract. Coverage will be primary and non-contributory with any other insurance and self-insurance. Before starting work under this Contract, CONTRACTOR shall furnish a certificate to CLIENT from each insurance company providing insurance showing that the CLIENT is an additional insured, the required coverage is in force, state policy numbers, dates of expiration, and limits of liability, and further stating that such coverage is primary and not contributory.
- Professional Liability Insurance CONSULTANT shall have in force a policy of Professional Liability Insurance in an amount not less than $1,000,000 per claim and $2,000,000 aggregate. The CONSULTANT shall keep such policy in force and current during the term of this contract.
- Notice of Cancellation or Change There will be no cancellation, material change, potential exhaustion of aggregate limits, or non-renewal of insurance coverage(s) without thirty (30) days’ written notice from CONTRACTOR or its insurer(s) to CLIENT. Any failure to comply with the reporting provisions of this clause will constitute a material breach of this Contract and will be grounds for immediate termination of this Agreement.
WORKMAN’S COMPENSATION
The CONSULTANT, its sub-consultants, if any, and all employers working under this Agreement are either subject employers under the State’s requirements for Worker’s Compensation Law and shall comply with the State of CLIENT’S operation, which requires them to provide workers’ compensation for all their subject workers or are employees that are exempt.
LABORERS AND MATERIALMEN, CONTRIBUTIONS TO INDUSTRIAL ACCIDENT FUND, LIENS AND WITHHOLDING TAXES
CONSULTANT shall make payment promptly, as due, to all persons supplying CONSULTANT labor or material for the prosecution of the work provided for this contract.
CONSULTANT shall pay all contributions or amounts due to the Industrial Accident Fund from CONSULTANT or any sub-consultant incurred in the performance of the contract.
CONSULTANT shall not permit any lien or claim to be filed or prosecuted against the state, county, school district, municipality, municipal corporation, or subdivision thereof, on account of any labor or material furnished.
PAYMENT OF MEDICAL CARE
CONSULTANT shall promptly, as due, make payment to any person, co-partnership, association, or corporation, furnishing medical, surgical, and hospital care or other needed care and attention, incident to sickness or injury to the employees of such CONSULTANT, of all sums which the CONSULTANT agrees to pay for each service and all moneys and sums which the CONSULTANT collected or deducted from the wages of employees pursuant to any law, contract or agreement for this purpose of providing or paying for such service.
OVERTIME
Employees shall be paid for overtime work performed under this contract in accordance with _______________ for _________ and the Fair Labor Standards Act of 1938 (29 U.S.C. Sections 201 to 209).
- USE OF ENGINEER’S DRAWINGS AND OTHER DOCUMENTS
The CLIENT retains all drawings and other documents prepared by the CONSULTANT for the project after payment to the CONSULTANT. CONSULTANT will not be held liable for the reuse of documents or modifications thereof for any purpose other than those authorized under this Agreement without the written authorization of CONSULTANT.
STANDARD OF CARE
This standard of care applicable to CONSULTANT’S services will be the degree of skill and diligence normally employed by human resource professionals or consultants performing the same or similar services when CONSULTANT’S services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation.
NO THIRD-PARTY BENEFICIARIES
This contract gives no rights or benefits to anyone other than the CLIENT and CONSULTANT and has no third-party beneficiaries.
CLIENT’S BUSINESS LICENSE
Before beginning work, the CONSULTANT shall have a current CLIENT business license (occupational tax). Before permitting a sub-consultant to begin work, the CONSULTANT shall verify that the sub-consultant has a CLIENT business license.
ASSIGNMENT
This contract is personal to the Consultant and may not be assigned or any work subcontracted without consent from the CLIENT.
SEVERABILITY AND SURVIVAL
If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. Limitations of liability shall survive termination of this Agreement for any cause.
COMPLETE CONTRACT
This Contract and its referenced attachments, including CONTRACTOR’S proposal, constitute the contract between CLIENT and CONSULTANT and supersedes all prior written or oral discussions or agreements. CONSULTANT services are defined solely by this Contract and its attachments together with CONTRACTOR’S proposal referred to in the Agreement and not by any other contract or agreement that may be associated with this Contract.
EQUAL OPPORTUNITY AND NONDISCRIMINATION
It is the policy of the CLIENT that no person shall be denied the benefits of or be subjected to discrimination in any CLIENT program, service, or activity on the grounds of age, disability, race, religion, color, national origin, sex, sexual orientation, gender identify and/or expression. The CLIENT also requires its contractors and grantees to comply with this policy.
If you feel we are not abiding by this ATTACHMENT A, contact us immediately at 940-655-8805.
