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Standard Provisions of Agreement Between Client and Consultant
<br /> Client and consultant agree that the following provisions shall be pan of their agreement:
<br /> (Exhblt Number
<br /> 1. This agreement shall be binding upon the heirs,executors,adminisuators,successors and assigns of client and consultant. itnt I Client
<br /> 2. This agreement shag not be assigned by either client or consultant without the prior written consent of the other.
<br /> 3. This agreement contains the entire agreement between count and consultant relating to the project and the provision of services to the project.Any prior
<br /> agreements,promises,negotiations or reproserdations not etpressly sat faith in this agreemam are of no force or effed.Subsequent modifications to the (ink-MIS)
<br /> agreement shag be in writing and signed by loth client and consultant.
<br /> 4. Consultant's waiver of any lemn,condition,or covenant,or breach of any term,condition,or covenant,shag not constitute the waiver of any other tam%condition,or covenant,or the breach of any
<br /> other term,condition,or covenant
<br /> 5 H any term,condition,or covenant of this agreement is hold by a court of competent jurisdiction to be invalid,void or unenforceable,the remaining provisions of this agreement shall be valid and
<br /> biding an dnerd and consular.
<br /> 6 This agreement shag be governed by and oonslrued in accordance with the laws ol the State of North Carolina
<br /> 7. Consultant shag only ad as an advisor in all governmental-relations.
<br /> 8. All original papers,documents,drawings and other work product of consultant,and copies thereof,produced by consultant pursuant to this agreement,except documents which are required to
<br /> be fated with public agencies,shop remain the property of consultant and may be used by consultant without the ccesant'd client.
<br /> 9 Client aeknowrtedges that its right to utilize the services and work product provided pursuant to this agreement will continue only so long as client is not in default pursuant to the terms and cond-
<br /> tans of this agreement and client has performed all obligations under this agreement Client further acknowledges that consultant has the unrestricted right to use the servioes provided pur-
<br /> suant to this agreement as well as all work product provided pursuant to this agreement.
<br /> 10. Client and oonsuffard agree to cooperate with each other in every way on the pmjad.
<br /> it. Upon written request,client shag execute and deliver,or cause to be executed and deliiver,such additional instruments,documents,governmental fees and dnargea which we necessary to per-
<br /> form the terms of this agreement
<br /> 12 Consultant makee no representations concerning soil conditions unless specifically included in writing in this agreement,and he is not responsible for any nabidy that may arise out of the
<br /> making or failure to make soil surveys,or subsurface soil Pests,or general sell testing
<br /> 13, Client agrees not to use or pemd any other person to use plans,drawings,or other work product prepared by consultant,which plans,drawings,or other work product are not final and which are
<br /> rwf signed and stamped or sealed by consultant Client agrees to be liable and responsbie for any such use of nominal plans,drawings,or other work product rot signed and stamped at
<br /> sealed by consultant and waives Willy against oxtnsuftant for their use.Client further agrees that final plans,drawings,specifications and all other work product are for the exclusive use of
<br /> diem and may be used by diem only for the project described on the(arse hereof.Such final plans,drawings,specifications,or contract documents are instruments of setae in rasped to the
<br /> project.They are not Intended or represented to be suitable for re-uss by client or others an extensions of the project w on any other project.Any re-uss without written verification or adaptation
<br /> by consultant for the specific purposes intended will be at the dlent's We risk and without lability or legal exposure to consultant and client%hall indemnify and hold(armless consultant from
<br /> all calms,damages,losses and expenses,including attorney's teas,arising out of or resulting therdram Any such verification or adaptation will entitle consultant to further compensation at
<br /> rates to be agreed upon by the client and consultant.
<br /> 14. Consultant has a night to complete all services agreed to be rendered pursuant to this rntract In the award this agreement Is terminated before the completion of all services,unless consultant is
<br /> responsible for such early termination,clan agrees to release consultant from all lability for work performed.
<br /> 15. Unless otherwise staled,the consultant will have aeeess to the she for activities necessary for the performance of the services.The consultant will tale precautions to minimize demaga due to
<br /> these activities,but has not included in the tee the cost of restoration of any resulting damage.
<br /> 16. It the scope of services to be provided by cosultarm pursuant to the terms of this agreement include the preparation of plans for water or sewer systems or fines,but exclude orosite construction
<br /> observation services,client acknowledges that design of such systems normally includes engineering ceruTicalion services and the preparation of record drawings based upon ax-oite observe,
<br /> lion by an engineer during construction and cilenl will be required to retain such services from another consultant or pay con su(tad pursuant to this agreement for such services as extra work
<br /> 17, Consultant shell be entitled to imvrodiately,and without notice,suspend the psrfomnancs of any and all of its obligations pursuant to this agreement if client files a voluntary petition seeking refer
<br /> under the United States Bankruptcy Code or H there Is an involuntary bankruptcy petition filed against client in the United Stales Bankruptcy Court,and that petition is not dismissed within fif-
<br /> teen(15)days of its filing.Any suspension of services made pursuant to the provisions of this paragraph shall continue until such time as this agreement has been fully and property assumed in
<br /> accordance with the applicable provisions of the United States Banknptcy Code and in compliance with the final order or judgment issued by the Bankruptcy Court.
<br /> 18. This agreement shall not be construed to alter,effect or waive any Gen right which consultant may have for the performance of services pursuant to this agreement.Clan(agrees to separately pro-
<br /> vide to consultant the name and address of the current record owner of the property an which the project is to be located.Client also agrees to separately provide consultant with the name and
<br /> address of any and all lenders who would ban money on the project and who are enlitted to receive a preliminary notice.
<br /> 19. ft payment for consultant's services is to be made on behaff of client by a third-party tender,client agrees that consultant shall not be required to indemnify the third-party tender,in the form of an
<br /> endasement or otherwise,as a condition at receiving payment tar services.
<br /> 20. If den rats to pay consultant within thirty(30)days after invoices are rendered,or falls to provide adequate site access to consultant or in the event consultant fords conditions affecting its perfor-
<br /> mance signitiar*different than those originally contemplated,then client agrees consultant shall have the right to consider such dsia dl in payments or such even a material breach of this
<br /> entire agreement,and,upon written notice,the duties,abligathons,and responsibilities of consultant under this agreement are laminated,to such went,area shall promptly pay consultant for
<br /> erg lass,charges,and services provided by consultant,including tarminationn expenses.
<br /> 21. Invoices for uwnstdterd's services shalt be submitted,at the consularWs option,either upon completion of such services or an a monthly basis.Invoices shall be payable within 20 days after the in-
<br /> voice data H the invoice is not paid within 30 days,the eonsuifant may,without waiving any claim or right against the client,and without liability whatsoever to the client,terminate the perfor-
<br /> mance of the service.Retainers shelf be credited on the final involve,
<br /> 22- Client agrees that the periodic bpi ings and invoices from consultant to diem are correct,conclusive,and b'ind'ing on client unless dent,within ten(10)days from the data of receipt of such W
<br /> roil,notifies consultant in writing of alleged inaccuracies,c6serepandes,or errors in the billing.
<br /> 23. Cl ent agrees to pay a monthly late payment penalty of one and one-half percent(I-V2%)per month,which is an annual rate of eighteen percent(189),which will be applied to any unpaid
<br /> balance commencing thirty(30)days after the date of the original billing.Any payment threader will be applied first to accrued interest and then to principle unpaid amount In the even any
<br /> portion or all of an account remains s unpaid 90 days after biling,the client shalt pay alt costs of collodion,including reasonable atomay fees.In the even of litigation by consultant to collect un-
<br /> paid amours,client agnm to pay consultant interest on all past due balances at the rate of eighteen percent(189)per annum.
<br /> 24. H consultant,pursuant to this agreement,produces plans,specFwations,or other documents andtar performs fold work,and such piano,specifications,and other documents and/or field work
<br /> are required by one or more governments!agency,and one or more such governments!agency changes its ordinances,policies,procedures or requirements after the date of t&agreement,
<br /> any additional office or field workthanby required shelf be paid for by diem as extra work
<br /> 25, In to event of any Increase of costa due to the granting of wage increases and/or other employee benefits to field or office employees due to the terms of any labor agreement,or rise in the cost
<br /> of owing,during the Iffetime of this agreement,such percentage increases shaft be applied to all remaining compensation.
<br /> 26. Client agross that 7 died requests services not specified pursuant to the suxps of services description within this agreement,cfiard agrees to pay for all such additional services as extrawatk
<br /> 27. In the event that any staking is destroyed,damaged or disturbed by an act of God or parties other than consultant,the cost of restaking shell be paid for by client as extra work,provided such
<br /> work is authorized by client.Cigar acknowledges that the design work performed pursuant to this agreement is based upon field and other conditions existing at the time d preparation of con-
<br /> sultant's work Client funhw acknowledges that Fold end other conditions may change by the time project construction onus and clarification,adjustments,moditoationa and other changes
<br /> may be necessary to mood changed fald or other conditions.If the soaps of services pursuant to this agreement does not include construction staking services by consultant for this project,or
<br /> H subsequent to this agreement client retains other persons or within to provide such services,client acknowledges that such services will be performed by others and that dierm will defend,in-
<br /> dem ily,and hold consular harmless from any and an claims arising from or resulting from the performance of such services by other persons or entities except claims caned by the sole
<br /> negligence or willful misconduct of consultant;and from any and all dawns arising from or resulting from darTcations,adjustments,modifications or other changes which may be necessary to
<br /> relied changed field or other conditions except ddure caused by to safe negligence or willful misconduct of consultant.
<br /> 28.Giant shag pay the costa of checking and inspection fees,zoning,pem-A and application fees,assessments,capital improvements and impact teas.80745 engineering fees,soak testing fees,
<br /> aedai topography foes,and sit other(ass,ponnim,bond premiums,recording fees,charges for mylars,blueprints and reproductions,express delivery,facsimile,long distance telephone,xerox-
<br /> trg and printing,staking materials,and all other charges not speoffically covered by the terms of the agreement.
<br /> 29. In the even all or any portion of the work prepared or partially prepared by consultant is suspended,abandoned,or terminated,client shall pay consultant for all services rendered up to the date
<br /> of termination.Client acknowledges that 7 the project work is suspended and restarts,there will be additional charges due to suspension of the work which shalt be paid for by client as extra
<br /> wok
<br /> 30. The diem acknowledges that the consultant is a corporation and agrees that any claim made by the client arising out of any ad or omission of any director,officer or employee of the consultant
<br /> in the execution or performance of this agreement,shaft be made against the consultant and not against such director,officer or employee
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