Back to homepage

TECHNICAL SERVICES AGREEMENT

This Agreement, effective ________, is between ________ (Owner) and Black & Veatch _______ (Engineer). Engineer shall perform professional engineering services as set forth in a written Request for Services signed by Owner and Engineer (Services). Each Request for Services shall be in the form of the attached Exhibit A. Requests for Services shall be governed by the terms of this Agreement and shall describe the scope of Services, schedule, and compensation terms. Any additional or conflicting terms and conditions contained in Requests for Services shall take precedence over the terms and conditions in this Agreement only for the applicable Request.

  1. Engineer warrants that it shall perform the Services in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing services of a similar nature. If, during the six month period following the earlier of completion or termination of the Services under the applicable Request for Service, it is shown there is an error in the Services caused solely by Engineer's failure to meet such standards, and Owner has promptly notified Engineer in writing of any such error within that period, Engineer shall perform, at Engineer's cost, such corrective engineering services within the original Request for Service as may be necessary to remedy such error.

  2. If the Services include providing equipment or material specifications or other procurement services, Engineer shall not be liable for any defects in the equipment or material procured on Owner’s behalf. If the Services involve a technical review of work performed by Owner’s contractor’s or consultants, Owner agrees that its exclusive remedy for defective work reviewed by Engineer shall be from Owner’s contractors and consultants who performed the work. Owner agrees to indemnify, defend and hold harmless the Engineer from and against all liability and claims arising out of or resulting from any defect in the work that Engineer reviews.

  3. Engineer shall maintain in force, during the period that Services are performed, workers' compensation insurance in accordance with the laws of the states having jurisdiction over Engineer's employees who are engaged in the Services and employer's liability insurance with a limit of $1,000,000 each occurrence and in the aggregate. Engineer also shall maintain commercial general liability insurance with a limit of $1,000,000 per occurrence and in the aggregate; automobile liability insurance with combined single limit of $1,000,000; and professional liability insurance with per claim and aggregate limits of $1,000,000.

  4. Engineer shall indemnify Owner against any and all claims, demands and causes of action for bodily injury to or death of persons or for damage to or destruction of property (other than property of Owner or construction work in progress, for which Owner shall have responsibility) resulting solely from any and all negligent physical acts of Engineer while at Owner's facility. The parties hereby waive all claims for damage to their respective property and shall require their insurers to waive subrogation rights against the other party under any applicable policy of property insurance.

  5. In performance of the Services, it is understood that Engineer may be supplied with certain information and/or data by Owner and/or others, and that Engineer will rely on such information. It is agreed that the accuracy of such information is not within Engineer's control and Engineer shall not be liable for its accuracy, nor for its verification.

  6. Owner may, with or without cause, terminate the Services at any time upon 10 working days written notice to Engineer. In such case, Engineer shall be paid costs incurred and fees earned to the date of termination and through demobilization and neither party shall be entitled to any other compensation or damages from the other. Engineer may suspend performance or terminate this Agreement if Owner fails to pay undisputed invoices.

  7. At all times, each party shall retain all of its rights in its drawing details, designs, specifications, databases, computer software, copyrights, trade and service marks, patents, trade secrets, and any other proprietary property. Owner shall not use, or distribute to others, any Engineer statement or opinion for the purposes of a prospectus, other investment memorandum or financing decision, except with Engineer's prior written consent, which shall not be unreasonably withheld.

  8. Owner may audit and inspect Engineer's records and accounts covering reimbursable direct costs for a period of six months following the completion of Engineer's Services. The purpose of any such audit shall be only for verification of such costs. Engineer shall not be required to keep records of or provide access to those of its costs expressed as fixed rates, a lump sum, or as a percentage of other costs.

  9. Neither party shall be liable to the other party for loss of profits or revenue; loss of use; loss of opportunity; loss of goodwill; cost of substitute facilities, goods or services; cost of capital; cost of replacement power; governmental and regulatory sanctions; and claims of customers for such damages; or for any special, consequential, incidental, indirect or exemplary damages. Except for an obligation to make payments, neither party shall be in default to the extent any nonperformance is caused by a circumstance beyond such party's reasonable control. The warranties, obligations, liabilities and remedies of the parties, as provided herein, are exclusive and in lieu of any others available at law or in equity. Engineer's total aggregate liability under this Agreement shall not exceed the compensation received by Engineer under the applicable Request for Services, and Owner agrees to release, defend, indemnify, and hold Engineer harmless from and against any and all further liability arising in any manner from the Services. To the fullest extent allowed by law, releases from, and limitations of liability shall apply notwithstanding the breach of contract, tort including negligence, strict liability or other theory of legal liability of the party released or whose liability is limited. Engineer may subcontract portions of the Services to its related entities.

In the event of any controversy, claim or dispute between the parties arising out of or relating to this Agreement, including its enforcement, such controversy, claim or dispute shall be governed by the laws of the state of Missouri, excluding provisions which would apply the laws of another jurisdiction; provided however, it is not the intent of the parties to render any provision of this Agreement void or unenforceable by the selection of the governing law.

________________________________(Owner) Black & Veatch (Engineer)

By: ________________________________ By: ________________________________

Title: ________________________________ Title: ________________________________

Date: ________________________________ Date: ________________________________