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ATTACHMENT No.2-STANDARD CONTRACT CONDITIONS
<br /> APPLICABLE LAWS
<br /> This Agreement and work described by it shall be governed by the laws of the State of North Carolina,
<br /> ASSIGNMENT
<br /> Neither Engineer nor Client may assign or transfer any rights under or interest in this Agreement without the written
<br /> consent of the other.
<br /> LIMITATION OF CONTRACT RELATIONSHIP
<br /> This Agreement, and any work produced or services provided under it, shall not constitute or create any contractual
<br /> relationship between Engineer and any other party except Client. This Agreement has no third party beneficiaries.
<br /> Engineer shall have no fiduciary responsibility to Client or any other party.
<br /> BILLING AND PAYMENT
<br /> Engineer shall bill Client approximately monthly for services rendered and expenses incurred under this Agreement.
<br /> Client shall promptly make payment to Engineer. Any objection to an invoice shall be made by Client within 14
<br /> calendar days of the invoice date;otherwise Client waives any right to objection.Any invoice not paid within 30 days
<br /> shall be considered past due and shall accrue interest,payable to Engineer,at a rate of 18%annually beginning from
<br /> the original invoice date. in the event any portion or all of an account remains unpaid 60 days after the invoice date,
<br /> Client shall pay all costs of collection,including attorney's fees to the extent allowed by law.
<br /> STANDARD OF CARE
<br /> Engineer shall perform services using the customary degree of care, skill, and diligence ordinarily exercised by
<br /> reputable members of the engineering profession practicing under sunilar circumstances in a similar locality. No other
<br /> warranty or performance standard shall be applicable regarding the quality of services provided by Engineer under this
<br /> Agreement.
<br /> PROJECT SUCCESS
<br /> Engineer makes no warranty or guarantee that the services provided under this Agreement will result in any particular
<br /> Project outcome, including receipt of necessary permits from regulatory agencies, satisfactory permit conditions,
<br /> timeliness of permits and approvals, realization of Project objectives,economic viability,or other measure of success. j
<br /> ACCESS TO SITE Ij
<br /> Client has the authority to.grant, and hereby does grant, Engineer and Engineer's employees and consultants, legal
<br /> and unrestricted access to the Project site for activities necessary for performance of the work under this Agreement.
<br /> CLIENT-FURNISHED ITEMS
<br /> Client shall provide in a timely manner any items or Information reasonably necessary for Engineer to execute the
<br /> work covered by this Agreement, Engineer may use and rely on surveys, reports, and other information provided by j
<br /> Client or any agent of Client, without having any duty to verify the accuracy or adequacy thereof, and without having '
<br /> any liability related thereto.
<br /> CLAIMS AND DISPUTES ;
<br /> In the event that any claim or dispute arises between Client and Engineer from the performance of these services,and
<br /> it cannot be satisfactorily resolved between the parties,it shall then be subject to binding arbitration in accordance with
<br /> the procedures of the American Arbitration Association. If Client and Engineer agree that Engineer will continue work
<br /> during any dispute,Client shall continue to pay Engineer for any undisputed work performed. Prior to making any claim
<br /> for damages totaling more than ten thousand dollars, Client shall first obtain, and include with the notice of claim, a
<br /> Certificate of Merit from an Independent professional engineer who practices a similar scope of work in the same
<br /> locality of the Project. The Certificate of Merit shall state that in the independent engineer's opinion, Client has a
<br /> reasonable basis for claim against Engineer;otherwise the claim shall not be valid.
<br /> RISK ALLOCATION
<br /> In recognition of the relative risks and rewards of the Project to each party,Client and Engineer agree to a reasonable
<br /> risk allocation for all claims,losses,injuries,expenses,costs,judgments,damages,or claim expenses arising out of or i
<br /> relating to the Project or this Agreement, such that the maximum total aggregate liability of Engineer, and Engineers
<br /> owners,officers,employees,and consultants,for negligent ads,errors,omissions,breach of contract,or strict liability, f
<br /> shall be free hundred dollars. In addition, Client and Engineer waive all rights to consequential damages for claims,
<br /> disputes, or other matters arising out of or relating to this Agreement; and Client and Engineer waive all rights to I
<br /> damages for any claim against the other,where the damaged party has insurance coverage for the claim.
<br /> ADDITIONAL SERVICES
<br /> Any work performed by Engineer that is on,for,or related to the Project or Project site,but not specifically described or
<br /> anticipated herein,and which is not covered by any other agreement,shall be considered Additional Services to this
<br /> Agreement,and shall be fully governed by the provisions of this Agreement.
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