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<br /> Terms and Conditions
<br /> ENGINEER shall perform the services outlined in this agreement for the stated fee arrangement.
<br /> Fee
<br /> The total fee,except stated lump sum,shall be understood to be an estimate,based upon Scope of Services,and shall not be exceeded by more than
<br /> ten percent,without written approval of the CLIENT. Where the fee arrangement is to be on an hourly basis,the rates shall be those that prevail at
<br /> the time services are rendered. The proposal or estimate is null and void if not executed within 60 days of date on proposal or estimate. If project is
<br /> put on hold or delayed for more than 3 months,then a 5%re-start and re-schedule fee will be assessed.
<br /> Billings/Payments
<br /> Invoices will be submitted monthly for services and reimbursable expenses and are due when rendered. Invoice shall be considered PAST DUE if not
<br /> paid within 30 days after the invoice date and the ENGINEER may,without waiving any claim or right against CLIENT,and without liability whatsoever
<br /> to the CLIENT,terminate the performance of the service. Retainers shall be credited on the final invoice. A service charge will be charged at 1.5%(or
<br /> the legal rate) per month on the unpaid balance. In the event any portion of an account remains unpaid 90 days after billing,the CLIENT shall pay
<br /> cost of collection,including reasonable attorneys'fees.
<br /> Access To Site
<br /> Unless otherwise stated, the ENGINEER will have access to the site for activities necessary for the performance of the services.The ENGINEER will
<br /> take precautions to minimize damage due to these activities,but has not included in the fee the cost of restoration of any resulting damage.
<br /> Hidden Conditions and Hazardous Materials
<br /> A structural condition is hidden if concealed by existing finishes or if it cannot be investigated by reasonable visual observation. If the ENGINEER has
<br /> reason to believe that such a condition may exist,the ENGINEER shall notify the CLIENT who shall authorize and pay for all costs associated with the
<br /> investigation of such a condition and, if necessary,all costs necessary to correct said condition. If(1)the CLIENT fails to authorize such investigation
<br /> or correction after due notification, or(2)the ENGINEER has no reason to believe that such a condition exists,the CLIENT is responsible for all risks
<br /> associated with this condition, and the ENGINEER shall not be responsible for the existing condition nor any resulting damages to persons or
<br /> property. ENGINEER shall have no responsibility for the discovery, presence, handling, removal, disposal or exposure of persons to hazardous
<br /> materials of any form.
<br /> Indemnifications
<br /> The CLIENT shall indemnify and hold harmless the ENGINEER and all of its personnel from and against any and all claims, damages, losses and
<br /> expenses (including reasonable attorneys fees) arising out of or resulting from the performance of the services, provided that any such claims,
<br /> damage, loss or expense is caused in whole or in part by the negligent act or omission and/or strict liability of the CLIENT, anyone directly or
<br /> indirectly employed by the CLIENT(except the ENGINEER)or anyone for whose acts any of them may be liable. This indemnification shall include any
<br /> claim,damage or losses due to the presence of hazardous materials.
<br /> The ENGINEER shall indemnify and hold harmless the CLIENT and all of its personnel from and against any and all claims, damages, losses and
<br /> expenses (including reasonable attorneys fees) arising out of or resulting from the performance of the services, provided that any such claims,
<br /> damage, loss or expense is caused in whole or in part by the negligent act or omission and/or strict liability of the ENGINEER, anyone directly or
<br /> indirectly employed by the ENGINEER(except the CLIENT)or anyone for whose acts any of them may be liable. This indemnification shall include any
<br /> claim,damage or losses due to the presence of hazardous materials.
<br /> Risk Allocation
<br /> In recognition of the relative risks, rewards and benefits of the project to both the CLIENT and the ENGINEER,the risks have been allocated so that
<br /> the CLIENT agrees that, to the fullest extent permitted by law, the ENGINEER's total liability to the CLIENT, for any and all injuries, claims, losses,
<br /> expenses, damages or claim expenses arising out of this agreement, from any cause or causes, shall not exceed the total amount of$50,000,the
<br /> amount of the ENGINEER's fee(whichever is greater)or other amount agreed upon when added under Special Conditions. Such causes include, but
<br /> are not limited to,the ENGINEER's negligence,errors,omissions,strict liability,breach of contract or breach of warranty.
<br /> Termination of Services
<br /> This agreement may be terminated upon 10 days written notice by either party should the other fail to perform his obligations hereunder. In the
<br /> event of termination, the CLIENT shall pay the ENGINEER for all services rendered to the date of termination, all reimbursable expenses, and
<br /> reasonable termination expenses.
<br /> Ownership Documents
<br /> All documents produced by the ENGINEER under this agreement shall remain the property of the ENGINEER and may not be used by the CLIENT for
<br /> any other endeavor without the written consent of the ENGINEER.
<br /> Dispute Resolution
<br /> Any claim or dispute between the CLIENT and the ENGINEER shall be submitted to non-binding mediation, subject to the parties agreeing to a
<br /> mediator(s). This agreement shall be governed by the laws of the principal place of business of the ENGINEER.
<br /> L:\Project Management\Terms and Conditions.doc
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