Orange County NC Website
Browse       Search
BALLENTINE ASSOCIATES, PA GENERAL CONDITIONS OF THE AGREEMENT Page 2 of 3 L:\Administrative\BA Staff Resources\3_Proposal Templates + Gen Conds\General Conditions\Current Word Versions\General Conditions of the Agreement.docx Reimbursable Expenses: <br />Mileage…………………………… $1.25/mile Outside Printing………………….Cost plus 15% Consultant Invoices…………….Cost plus 15% Postage & Express Mail………….Cost plus 15% Courier Service……………………Cost plus 15% Permit Fees…………….. Cost plus 10% 4. Billing and Payment: Invoices will be prepared on a monthly basis for work performed since the previous invoice date. Payment is due within thirty days. Interest on the unpaid balance shall accrue from the due date at the rate of 1.0 percent per month. Client agrees to pay all costs incurred by Ballentine Associates, PA in enforcing its rights hereunder, including, but not limited to, Ballentine Associates’ reasonable attorney’s and collection agency fees. 5. Allowances: Allowances may be used when the scope of work is unknown. The allowances shall include the costs that cause the work so covered to be furnished and performed. The sum of the allowance will be adjusted up or down accordingly when the actual cost is determined. 6. Ownership and Use of Documents: All Documents produced by the Engineers/Surveyors or for the Engineers/Surveyors under this Agreement (Documents), and the copyright of them, are and shall remain the property of the Engineers/Surveyors. The Client shall have a non-exclusive license to use, copy and reproduce the Documents in connection with the construction, repair, maintenance, and occupancy of the project. The license shall not be transferable, except with the written consent of the Engineers/Surveyors. The Engineers/Surveyors shall not be responsible for changes made in the Documents by anyone other than the Engineers/Surveyors or for the Client’s use of the Documents without the participation of the Engineers/Surveyors. The Client shall indemnify and defend the Engineers/Surveyors against all claims and liability arising out of such changes or such use. 7. Termination: Client shall have the right to terminate the services of Engineers/Surveyors for good cause relating to such services, and upon thirty (30) days prior written notice. The notice shall specify the reason for termination. Client shall make payment of all compensation due to Engineers/Surveyors through the date of termination within ten (10) days following receipt of a statement from Engineers/Surveyors. Upon termination of this Agreement for good cause, Client shall have no further right or license to retain, use or receive the benefit of such Documents without the express written authorization of Engineers/Surveyors. 8. Dispute Resolution: Resolution of any claims, disputes, and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be pursued through formal non-binding mediation, with the mediator to be selected by agreement between both parties to this Agreement. Mediation shall follow the procedures of the AAA. 9. Limitation on Liability: Engineers/Surveyors shall attempt to exercise reasonable diligence in performing its obligations under this Agreement, and in particular will attempt to exercise the standard of reasonable care typically exercised by Engineers/Surveyors of similar qualifications performing similar services in the area of the project. Notwithstanding the foregoing and recognizing that the fields of engineering and surveying are not absolute and exact sciences or disciplines, Engineers/Surveyors shall be liable to Client only for the gross negligence or willful misconduct of Engineers/Surveyors, its agents, and employees, in performing under or pursuant to this Agreement. Engineer’s/Surveyor’s liability to Client for such gross negligence or willful misconduct shall be limited to fees and other compensation paid to Engineers/Surveyors by Client under this Agreement or $50,000, whichever is less. Engineers/Surveyors shall not be responsible to Client for any consequential or incidental damages or liability suffered or incurred by Client, and Engineers/Surveyors shall have no liability to third parties under or pursuant to the Agreement unless such liability is the result of the gross negligence as willful misconduct of Engineers/Surveyors, its agents, and employees. There are no express warranties from Engineers/Surveyors to Client under or pursuant to this Agreement with respect to the Documents or any other products that may be furnished to Client by Engineers/Surveyors in the course of performing services under this Agreement. Engineers/Surveyors shall not be responsible for any hazardous waste, toxic substances, or any other material or matter of a like or similar nature discovered or uncovered on any project site by Engineers/Surveyors in performing the services under this Agreement. Furthermore, Engineers/Surveyors shall not be responsible for any acts or omissions of any contractor(s), and subcontractor(s), or any other persons, or the agents or employees of any of the foregoing, performing work or services on or in connection with the project for or on behalf of the Client, and in particular, Engineers/Surveyors shall not be responsible for the means, methods, techniques or procedures selected by such persons, or for safety precautions and programs incident to Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75