|
<br />
<br />
<br />
<br />
<br />EXHIBIT B
<br />TERMS AND CONDITIONS
<br />
<br />CIVIL ENGINEERING | ENVIRONMENTAL | SURVEYING | GIS | LANDSCAPE ARCHITECTURE | CONSTRUCTION SERVICES
<br />22 of 22
<br />5410 Trinity Road
<br />Suite 102
<br />Raleigh, NC 27607
<br />
<br />
<br />P 919.866.4951
<br />F 919.859.5663
<br />www.timmons.com
<br />
<br />responsibilities shall not be inferred by any party to mean that Timmons Group has responsibility for
<br />Project site safety. The Client and Timmons Group agree that Project site safety is the sole and
<br />exclusive responsibility of the Project’s owners or contractor(s). The parties likewise agree that the
<br />Project contractor(s) is solely responsible for Project means, methods, techniques, sequences of
<br />operation and procedures, and that Timmons Group shall have no obligations relating to these
<br />contractor(s) duties.
<br />8. LIMITATION OF LIABILITY: To the fullest extent permitted by law, except as expressly stated in this
<br />Agreement, Timmons Group makes no representations or warranties, express or implied.
<br />Notwithstanding any other provision of this Agreement, the maximum liability, in the aggregate, to
<br />the Client and anyone claiming by or through the Client, of Timmons Group and its officers,
<br />directors, shareholders, partners, employees, agents and subconsultants, and any of them, for any
<br />and all claims, losses, or damages, including attorney’s fees, in any way related to or arising from
<br />the Project or this Agreement, shall not exceed Timmons Group’s total fee under this Agreement, or
<br />$50,000, whichever is less.
<br />9. DISPUTE RESOLUTION: In the event of any action or proceeding brought by either party against
<br />the other under this Agreement, other than default on payment, the prevailing party shall be entitled
<br />to recover all costs and expenses, including its court reporter fees, expert witness fees, and
<br />reasonable attorney’s fees. If Timmons Group initiates legal proceedings to collect payment, it may
<br />recover, in addition to all amounts due, its reasonable attorneys’ fees and other expenses related to
<br />the proceedings. Such expense shall include the cost, at the Timmons Group normal hourly billing
<br />rates, of the time devoted to such proceedings by its employees. The parties agree to litigation in a
<br />court of competent jurisdiction or in the jurisdiction where the Project is located.
<br />10. INDEMNIFICATION: Timmons Group agrees, to the fullest extent permitted by law, to indemnify
<br />and hold harmless the Client, its officers, directors and employees, against all damages, liabilities or
<br />costs, including reasonable attorney’s fees and defense costs, to the extent caused solely and
<br />directly by the negligent performance of professional services by Timmons Group or its agents under
<br />this Agreement. The Client agrees, to the fullest extent permitted by law, to indemnify and hold
<br />harmless Timmons Group, its officers, directors, employees and agents, against all damages, costs
<br />and liabilities, including reasonable attorney’s fees, caused solely by the Client’s negligent acts in
<br />connection with the Project or that of its Contractor(s), subcontractors or consultants or anyone for
<br />whom the Client is legally liable. Neither Timmons Group nor the Client shall be obligated to
<br />indemnify the other party in any manner whatsoever for the other party’s own negligence.
<br />11. MISCELLANEOUS: This Agreement constitutes the entire agreement of the Parties. All prior
<br />agreements, whether written or oral, are merged herein and shall be of no force or effect. This
<br />Agreement cannot be changed, modified or discharged orally, but only in an agreement in writing. If
<br />any term, condition, or provision of this Agreement is found unenforceable by a court of law or
<br />equity, this Agreement shall be construed as though that term, condition, or provision did not exist,
<br />and its unenforceability shall have no effect whatsoever on the rest of this Agreement. This
<br />represents drafting by both parties and in the event of ambiguities, the principle of
<br />interpretation against the drafter shall not apply.
<br />
<br />Docusign Envelope ID: A2263B78-7746-40A2-A238-D34F6FAD8083
|