Terms and Conditions
1. AUTHORIZATION TO PROCEED - Approval of this Agreement by the CLIENT and CONSULTANT will serve as written authorization for the CONSULTANT to proceed with the services called for in the Agreement. The CLIENT guarantees full and free access for the CONSULTANT to enter upon all property required for the performance of the CONSULTANT'S services under this Agreement.
2. PAYMENT OF FEES - All fees are due 30 days from billing date. Fees not paid within 30 days from billing date will be charged a finance charge of 1½% per month, and CONSULTANT, at its option, may suspend services under the Agreement until all amounts due have been paid in full.
3. OWNERSHIP OF DOCUMENTS - All documents including drawings, specifications, exploration logs, and details prepared by the CONSULTANT under this Agreement as instruments of professional service are the property of the CONSULTANT. They are not intended or represented to be suitable for reuse by the CLIENT or others on extensions of this project or on other projects. Any reuse without the written authorization by the CONSULTANT for the specific purpose intended will be at the CLIENT'S sole risk and without legal or liability exposure to the CONSULTANT.
4. JOB SITE CONSTRUCTION AND SAFETY - The CONSULTANT shall visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the work and to determine in general if the work is proceeding in accordance with the contract documents. The CONSULTANT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work. On the basis of such on-site observations, the CONSULTANT shall keep the CLIENT informed of the progress and quality of the work and shall endeavor to guard the CLIENT against defects and deficiencies in the work of the contractor. The CONSULTANT shall not have control nor charge of, and shall not be responsible for, construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work, for the acts or omissions, of the contractors, subcontractors or any other persons performing any of the work, or for the failure of any of them to carry out the work in accordance with the contract documents.`
5. ESTIMATES OF PROBABLE COSTS - Since the CONSULTANT has no control over the cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or marketing conditions, its opinion of probable construction costs provided for herein are to be made on the basis of its experience and qualifications. These opinions represent its best judgment as a design professional familiar with the construction industry, BUT does not guarantee that proposals, bids or the construction cost will not vary from the opinions of probable cost prepared by it. If the CLIENT wishes greater assurance as to the construction cost, it shall employ an independent estimator.
6. LIMITATION OF LIABILITY - The CLIENT agrees that the limit of CONSULTANT'S liability for any negligent acts, errors, or omissions relating to or arising out of the project shall not exceed the total aggregate sum of $100,000. This limitation shall apply to CLIENT and all contractors or subcontractors on the project. The CLIENT agrees to require all contractors to execute an agreement limiting the CONSULTANT'S liability in accordance with the provisions of this paragraph. Any legal action against CONSULTANT must be commenced no later than one (1) year after CLIENT knows or should know that a claim may exist against CONSULTANT or within such shorter time as provided by applicable law. No third party not a party to this agreement shall have any rights under this agreement or be deemed to be a third party beneficiary.
7. TERMINATION - This Agreement may be terminated by either party upon 30 days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. If this Agreement is terminated by either party, the CONSULTANT will be paid for services rendered to the date of such termination.
8. ENTIRE AGREEMENT - This Agreement represents the entire integrated agreement between the CLIENT and CONSULTANT and supersedes all prior negotiations, representation or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the CLIENT and the CONSULTANT.
9. GENERAL - The CONSULTANT intends to render its services under this Agreement in accordance with generally accepted professional practices for the intended use of the project, and makes no other WARRANTY EITHER EXPRESSED OR IMPLIED.
10. LEGAL EXPENSES - In the event legal action is brought by the CLIENT or the CONSULTANT against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party shall pay the prevailing party reasonable attorney's fees, and costs and expenses incurred in such legal action.