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Terms and Conditions
<br />1. Information Supplied By Others: The ENGINEER shall be entitled to rely upon and use all such information and services provided by CLIENT or others
<br />designated by CLIENT in performing the ENGINEER'S services under this Agreement, without further verification by the ENGINEER. CLIENT shall
<br />ensure access for the ENGINEER to properties as necessary for performance of the ENGINEER'S work; provide legal counsel, accountants, insurance
<br />consultants, financial advisors or other similar specialists as required for the project; and provide all criteria and full information as to CLIENT'S requirements
<br />for the project.
<br />2. Termination: This Agreement may be terminated by either party upon ten (1.0) days written notice.
<br />3. Payment: ENGINEER may bill for services rendered monthly. All invoices are payable by CLIENT within 30 days. Hourly rate invoices shall include
<br />reimbursable expenses and labor charges. ENGINEER'S subconsultants shall be billed at ENGINEER'S cost plus a service charge equal to 5% of the
<br />subconsultants invoice amount.
<br />4. Reuse of Documents: All documents prepared by the ENGINEER are instruments of service for this project only - they are not intended to be suitable for
<br />reuse on extensions of the Project, or on any other project. Any reuse without written verification or adaptation by the ENGINEER for the specific purpose
<br />intended will be at CLIENT'S sole risk and without liability to the ENGINEER.
<br />5. Notices: Any notices to be given by either party to the other may be affected by personal delivery in writing or by registered or certified mail.
<br />6. Entire Agreement: This instrument contains the sole and entire agreement between the parties relating to the right herein granted and the obligation herein
<br />assumed.
<br />7. Texas Law to Apply: This Agreement shall be construed under and in accordance with the laws of the State of Texas and will be performable in Lamar
<br />County.
<br />8. Legal Construction: If any one or more of the provisions contained in this Agreement shall for any reasons be held to be invalid, illegal or unenforceable in
<br />any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such
<br />invalid, illegal or unenforceable provision had never been contained herein.
<br />9. Warranty: The ENGINEER intends to render its services under this Agreement in accordance with generally accepted professional practices for the intended
<br />use of the project and makes no warranty, either expressed or implied. Specifically, in this regard, the ENGINEER will endeavor to advise the CLIENT as
<br />construction, if any, progresses, but does not in any manner guarantee the performance of the construction contractors, nor is the ENGINEER liable in any
<br />manner for construction site safety or the means or methods employed by construction contractors in carrying out the work.
<br />10. Indemnification: The CLIENT shall, to the fullest extent permitted by law, indemnify and hold harmless the ENGINEER, its officers, directors,
<br />employees, agents and subconsultants from and against all damage, liability and cost, including reasonable attorney's fees and defense costs, arising
<br />out of or in any way connected with the performance by CLIENT under this Agreement, excepting only those damages, liabilities or costs
<br />attributable to the sole negligence or willful misconduct of the ENGINEER. Likewise, ENGINEER shall indemnify and hold harmless CLIENT, its
<br />officers, directors, and agents from and against all damage, liability and cost, including reasonable attorney's fees and defense costs related to
<br />ENGINEER's performance under this Agreement.
<br />11. Opinion of Probable Construction Cost: Any opinion of the probable construction or project cost prepared by the ENGINEER represents the judgement of
<br />a design professional and is supplied for the general guidance of the CLIENT. Since the ENGINEER has no control over the cost of labor and material, or
<br />over competitive bidding or over market conditions, the ENGINEER does not imply nor guarantee the accuracy of such opinions as compared to contractor
<br />bids or actual project costs to the CLIENT.
<br />12. Limitation of Liability: In recognition of the relative risks, rewards and benefits of the project to both CLIENT and the ENGINEER, the risks have
<br />been allocated such that the CLIENT agrees that, to the fullest extent permitted by law, the ENGINEER'S total liability to the CLIENT for any
<br />and all injuries, claims, losses, expenses, damages or claim expenses arising out of this Agreement from any cause or causes, shall not exceed the
<br />available proceeds of any professional liability insurance coverage carried by Engineer. Such causes include, but are not limited to, the
<br />ENGINEER'S negligence, errors, omissions, strict liability, breach of contract or breach of warranty.
<br />13. Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of
<br />limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion
<br />or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statues of
<br />limitations commence to run any later than the date when the ENGINEER'S services are substantially completed.
<br />14. Reference Communications: The Consultant may be required to render opinions about the performance or qualifications of others engaged or being
<br />considered for engagement by the Client. Those about whom opinions are rendered may, consequently, initiate claims against the Consultant. To help create
<br />an atmosphere in which the Consultant may freely report or express such opinions candidly in the interest of the Client, the Client agrees to indemnify and
<br />hold harmless the Consultant against all damages, liabilities or costs, including reasonable attorneys' fees arising from the rendering of such confidential
<br />opinions and reports by the Consultant to the Client.
<br />15. The OWNER shall provide prompt written notice to the ENGINEER if the OWNER becomes aware of any fault or defect in the Project, including any errors,
<br />omissions or inconsistencies in the ENGINEER'S Instruments of Service.
<br />16. In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion of the Project, the Client and
<br />the Consultant agree that all disputes between them arising out of or relating to this Agreement or the Project shall be submitted to nonbinding mediation.
<br />17. Ownership of Documents: All documents prepared by ENGINEER are instruments of service for the specific project contemplated under this
<br />AGREEMENT. The ENGINEFRshall retain ownership of all reports, drawings, plans, specifications, electronic files, f eld data, notes and other documents and
<br />instruments prepared by the ENGINEER as instruments of service. The ENGINEER shall retain all common law, statutory and other reserved rights,
<br />including, without limitation, all copyrights thereto.
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