ST9905-CS010129TRAPISYSTEMS CORP x:9724061532 61532 Jan 29 8:13 P.01
TTnr�
Q N 5 V l T N T S
3010 LBJ FREEWAY, SUITE 990 DALLAS, TEXAS 75234
Number of pages including cover sheet: 3
Message:
Ken,
Please find the attached comments related to the subject contract. Our
insurance and legal council requested the following changes.
Please call to discuss.
The information contained in this facsimile is privileged and confidential, intended only
for use by the individual named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it to the intended
recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error,
please notify us immediately by telephone and destroy this facsimile.
F.KEN. DOC
DATE:
January 29, 2001
JOB NO.
2000890
TO:
Ken Griffin,
PHONE:
(972) 3043679
City of Coppell
FAX'
(972) 304 -3570
FROM:
Paul Padilla
PHONE:
(972) 280 -9300
TranSystems
FAX:
(972) 280 -9715
RE:
Contract Comments from Legal and Insurance,
Bethel Road
CC:
Number of pages including cover sheet: 3
Message:
Ken,
Please find the attached comments related to the subject contract. Our
insurance and legal council requested the following changes.
Please call to discuss.
The information contained in this facsimile is privileged and confidential, intended only
for use by the individual named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it to the intended
recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error,
please notify us immediately by telephone and destroy this facsimile.
F.KEN. DOC
TRANSYSTEMS CORP Fix:9724061532 Jan 29 '01 8:13 P.02
W— ITNESS&Tl.
The last sentence of the fourth "WDEREAS" paragraph should be deleted in its entirety. In the
alternative, that last sentence should be modified to read as follows:
The Engineer shall fully comply with any and all instructions ftom said City
Engineer with regard to the Basic Services Parts Y and H, and any Additional
Services mutually agreed to in writing by the City and the Engineer as provided in
paragraph 1.A. and B., respectively,
I. Scope .2t es.
0) - I I Tice last sentence of paragraph 1.B. should be deleted.
9. Disputes .
The first sentence should be deleted. V10
The second sentence of Paragraph 9 is fine as worded.
The third sentence of Paragraph 9 should be changed to read: "The Angineer a the City Engineer o�L ,
h n may present unresolved disputes arising under the tams of this Contract to the City Manager or
� designee."
w''° The lust three sentences of Paragraph 9 should be deleted, and in their stead, insert the following:
In the event the City and the Engineer are unable to resolve a dispute regarding this
Contract, the City and the Engineer may pursue such other avenues and remedies
as are available to them at law or in equity.
11. Li&b_ilijx
fl The word "defect" should be replaced with the word "negligent" in the first sentence of Paragraph
� 11.
The next sentence should read as follows:
Engineer shall indemnify City for damages resulting from such negligent errors or
omissions and shall secure, pay for and maintain in force during the term of this
Contract sufficient errors and omissions insurance in the amount of $250,000 single
OP- 100198109.1 7
TRANSYSTEMS CORP F� x:9724061532
Jan 29 '01 8:14 P.03
limit, with certificates evidencing such coverage to be provided to the City. The
redesign of any work found to be defcctive as the result of negligence of Engineer
shall be the sole responsibility and expense of the Engineer. Any work constructed,
found to be in error because of the Engineer's negligence, shall be removed, h 0
replaced, corrected, or otherwise resolved at the sole responsibility and expense of
the Engineer.
The last sentence of Paragraph 11 should be deleted in its entirety. The express negligence rule is
not applicable to Paragraph 11.
12. Indemnificat gn_.
Paragraph 12 should be changed to read as follows:
�7
Engineer shall indemnify and hold harmless the City of Coppell, its officers, and ct
employees from any loss, damage, or expense, including reasonable attorney's foes,
on account of damage to property and injuries, including death, to all persons,
including employees of Engineer, to the extent caused by any negligent errors or
omissions on the part of Engineer, its employees, consultants, or subcontractors for
whom Engineer is legally liable, in performance of this Contract, or for any breach
of any obligation under this Contract. It is finiher understood that it is not the
intention of the parties hereto to create liability for the benefit of third parties, but
that this agreement shall be solely for the benefit of the parties hereto and shall not
create or grant any rights, contractual or otherwise, to arty person or entity,
The last sentence of Paragraph 12 relating to the express negligence rule should be deleted.
17. Owner
The follaw g sentence should ba added after tho sentence, "Copies inay be retained by Engineer":
Ci shall in e/ hold ess, and, �vknd E°a 'ncv"r, i of uom, and
em ayees, fr ra any osa, dartiage, r expensd, iiicludir g r onab s attorneys fees,
resul ' frog` or co clod than fut ' use `>�y th' City n►g�tneer's designs
and w rk pr�bduat and 's Contras
22. Cownliance vith Laws.
The word "applicable" should be inserted after the word "all" and before the word "Federal" in the
first line of the first sentence of Paragraph 22.
op- 100196109.1