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<br />WithersRavenel, Inc. Standard Terms & Conditions Page 1
<br /> Effective September 14, 2020
<br />EXHIBIT I
<br />Standard Terms and Conditions
<br />WithersRavenel, Inc.
<br /> The proposal submitted by WithersRavenel, INC. (“CONSULTANT”) is subject to the following terms and conditions, which form an integral part
<br />of the Agreement. By accepting the proposal, the services, or any part thereof, the CLIENT agrees and accepts the terms and conditions outlined below:
<br />1. Payment:
<br />a) The CLIENT will pay CONSULTANT for services and expenses
<br />in accordance with periodic invoices to CLIENT and a final
<br />invoice upon completion of the services. Each invoice is due
<br />and payable in full upon presentation to CLIENT. Invoices are
<br />past due after 30 days. Past due amounts are subject to
<br />interest at a rate of one and one‐half percent per month (18%
<br />per annum) on the outstanding balance from the date of the
<br />invoice.
<br />b) If the CLIENT fails to make payment to the CONSULTANT
<br />within 45 days after the transmittal of an invoice, the
<br />CONSULTANT may, after giving 7 days written notice to the
<br />CLIENT, suspend services under this Agreement until all
<br />amounts due hereunder are paid in full. If an invoice remains
<br />unpaid after 90 days from invoice date, the CONSULTANT
<br />may terminate the Agreement. If Consultant initiates legal
<br />proceedings to collect the fees owed, Consultant shall also be
<br />entitled to recover the reasonable expenses of collection
<br />including attorney’s fees.
<br />2. Notification of Breach or Default: The CLIENT shall provide prompt
<br />written notice to the CONSULTANT if CLIENT becomes aware of any
<br />breach, error, omission, or inconsistency arising out of CONSULTANT’s
<br />services or any other alleged breach of contract or negligence by the
<br />CONSULTANT. The failure of CLIENT to provide such written notice
<br />within ten (10) days from the time CLIENT became aware of the fault,
<br />defect, error, omission, inconsistency or breach, shall constitute a waiver
<br />by CLIENT of any and all claims against the CONSULTANT arising out of
<br />such fault, defect, error, omission, inconsistency or breach. Emails shall
<br />be considered adequate written notice for purposes of this Agreement.
<br />3. Standard of Care: CONSULTANT shall perform its services in a
<br />professional manner, using that degree of care and skill ordinarily
<br />exercised by and consistent with the standards of professionals
<br />providing the same services in the same or a similar locality as the
<br />Project. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR
<br />IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR
<br />FITNESS FOR A PARTICULAR PURPOSE THAT WILL OR CAN ARISE
<br />OUT OF THE SERVICES PROVIDED BY CONSULTANT OR THIS
<br />AGREEMENT.
<br />4. Waiver of Consequential Damages/Limitation of Liability: CLIENT
<br />agrees that CONSULTANT’s aggregate liability for any and all claims that
<br />may be asserted by CLIENT is limited to $50,000 or to the fee paid to
<br />CONSULTANT under this Agreement, whichever is greater. Both
<br />CLIENT and CONSULTANT hereby waive any right to pursue claims for
<br />consequential damages against one another, including any claims for lost
<br />profits.
<br />5. Representations of CLIENT: CLIENT warrants and covenants that
<br />sufficient funds are available or will be available upon receipt of
<br />CONSULTANT’s invoice to make payment in full for the services
<br />rendered by CONSULTANT.
<br />6. Ownership of Instruments of Service: All reports, plans,
<br />specifications, field data and notes and other documents, including all
<br />documents on electronic media, prepared by the CONSULTANT as
<br />instrument of service, shall remain the property of the CONSULTANT.
<br />The CONSULTANT shall retain all common law, statutory and other
<br />rights, including the copyright thereto. In the event of termination of this
<br />Agreement and upon full payment of fees owed to CONSULTANT,
<br />CONSULTANT shall make available to CLIENT copies of all plans and
<br />specifications.
<br />7. Change Orders: CONSULTANT will treat as a proposed change
<br />order any written or oral order (including directions, instructions,
<br />interpretations, or determinations) from CLIENT which requests changes
<br />in the Agreement or CONSULTANT’s Scope of Services. If
<br />CONSULTANT accepts the proposed change order, CONSULTANT will
<br />give CLIENT written notice within ten (10) days of acceptance of any
<br />resulting increase in CONSULTANT’s fees.
<br />8. Opinion of Cost/Cost Estimates: Since the CONSULTANT has no
<br />control over the cost of labor, materials, equipment or services furnished
<br />by others, or over methods of determining prices, or over competitive
<br />bidding or market conditions, any and all opinions as to costs rendered
<br />hereunder, including but not limited to opinions as to the costs of
<br />construction and materials, shall be made on the basis of
<br />CONSULTANT’S experience and qualifications and represent its
<br />reasonable judgment as an experienced and qualified professional
<br />familiar with the construction industry; but the CONSULTANT cannot
<br />and does not guarantee the proposals, bids or actual costs will not vary
<br />significantly from opinions of probable costs prepared by it. If at any time
<br />the CLIENT wishes assurances as to the amount of any costs, CLIENT
<br />shall employ an independent cost estimator to make such determination.
<br />9. Assignment and Third Parties: Nothing under this Agreement shall
<br />be construed to give any rights or benefits in this Agreement to anyone
<br />other than the CLIENT and CONSULTANT, and all duties and
<br />responsibilities undertaken pursuant to this Agreement will be for the
<br />sole and exclusive benefit of the CLIENT and the CONSULTANT and not
<br />for the benefit of any other party. Neither the CLIENT nor the
<br />CONSULTANT shall assign, sublet, or transfer any rights under or
<br />interests in this Agreement without the written consent of the other,
<br />which shall not be unreasonably withheld. However, nothing contained
<br />herein shall prevent or restrict the CONSULTANT from employing
<br />independent subconsultants as the CONSULTANT may deem
<br />appropriate to assist in the performance of services hereunder.
<br />10. Project Site: Should CLIENT not be owner of the Project site, then
<br />CLIENT agrees to notify the site owner of the possibility of unavoidable
<br />alteration and damage to the site. CLIENT further agrees to indemnify,
<br />defend, and hold harmless CONSULTANT against any claims by the
<br />CLIENT, the owner of the site, or persons having possession of the site
<br />which are related to such alteration or damage.
<br />11. Access to Site: CLIENT is responsible for providing legal and
<br />unencumbered access to site, including securing all necessary site access
<br />agreements or easements, to the extent necessary for the
<br />CONSULTANT to carry out its services.
<br />12. Survival: All of CLIENT’s obligations and liabilities, including but not
<br />limited to, its indemnification obligations and limitations of liability, and
<br />CONSULTANT’s rights and remedies with respect thereto, shall survive
<br />completion, expiration or termination of this Agreement.
<br />13. Termination: Either party may terminate the Agreement with or
<br />without cause upon ten (10) days advance written notice, if the other
<br />party has not cured or taken reasonable steps to cure the breach giving
<br />rise to termination within the ten (10) day notice period. If CLIENT
<br />terminates without cause or if CONSULTANT terminates for cause,
<br />CLIENT will pay CONSULTANT for all costs incurred, non‐cancelable
<br />commitments, and fees earned to the date of termination and through
<br />demobilization, including any cancellation charges of vendors and
<br />subcontractors, as well as demobilization costs.
<br />Docusign Envelope ID: 5622E999-C699-491D-A456-5EFFDDB75E19
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