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Terms and Conditions
<br />I. Information,Su jjjlj�qd
<br />111-- —.1.1111111 1 __%J)MpF4: The ENGINEER shall be entitled to rely upon and use all such information and services provided by CLIENT
<br />oothers
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<br />r designated by CLIENT in performing the ENGINEER'S services under this Agreement, without further verification by the ENGINEER.
<br />CLIENT shall ensure access for the ENGINEER to properties as necessary for performance of the ENGINEER'S work; provide legal counsel,
<br />accountants, insurance consultants, financial advisors or other similar specialists as required for the project, and provide all criteria and full
<br />information as to CLIENTS requirements for the project.
<br />2. Igminati :This Agreement may be terminated by either party upon ten (10) days written notice.
<br />3. Payment: ENGINEER may bill for services tendered monthly. All invoices are payabic by CLIENT within 30 days. Hourly rateinvoices shall
<br />include reimbursable expenses and labor charges. ENGINEER'S subconsultants shall be billed at ENGINEER'S cost plus a service charge equal
<br />to 5% of the subconsultants invoice amount.
<br />4. Reuse of Documents: All documents prepared by the ENGINEER are for this project only - they are not intended to be suitable for reuse on
<br />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 Avreemcint: This instrument contains the sole and entire agreement between the parties relating to the right herein granted and the obligation
<br />herein 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
<br />Lamar 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
<br />unenforceable in any respect. such invalidity, illegality or unenforceability shall not affect any other provision thereof, and this Agreement shall
<br />be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
<br />9. Warran1y: The ENGINEER intends to render its services under this Agreement in accordance with generally accepted professional practices for
<br />the intended use of the project and makes no warranty, either expressed or implied. Specifically, in this regard, the ENGINEER will endeavor to
<br />advise the CLIENT as construction, if any, progresses, but does not in any manner guarantee the performance of the construction contractors, nor
<br />is the ENGINEER liable in any manner for constmetion site safety or the means or methods employed by construction contractors in carrying out
<br />the work.
<br />10. Indemnification: The CLIENT shall. to the fullest extent permitted by law, indemnify and hold harmless the ENGMEER, its officers.. directors,
<br />Indemnification: . ...... ... ........
<br />employees, agents and subconsultants from and against all damage, liability and cost, including reasonable attorney's fees and defense costs.
<br />arising out of or in any way connected with the performance by any of the parties above named of the services under this Agreement, excepting
<br />only those damages, liabilities or costs attributable to the sale negligence or willful misconduct of the ENGINEER.
<br />11. Opinion of Probable Construction Cost. Any opinion of the probable construction or project cost prepared by the ENGINEER represents the
<br />.judgement of a design professional and is supplied for the general guidance of the CLIENT. Since the ENGINEER has no control over the cost of
<br />labor and material, or over competitive bidding or over market conditions, the ENGINEER does not imply nor guarantee the accuracy of such
<br />opinions as compared to contractor bids or actual project costs to the CLIENT.
<br />12. Limitation of Liabilln�: In recognition of the relative risks, rewards and benefits of the project to both CLIENT and the ENGINEER, the
<br />11T96 have been —allocated such that the CLIENT agrees that, to the fullest extent permitted by law, the ENGINEER'S total liability to the
<br />CLIENT for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this Agreement from any cause or
<br />causes, shall not exceed 5100,000.00. Such causes include, but are not limited to, the ENGINEER'S negligence, errors, omissions, strict
<br />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
<br />statutes of limitations shall commence to run not later than either the date of Substantial Completion for sets or failures to act occurring prior to
<br />Substantial Completion or the date of issuance of the final Certificate for Payment foracts or failures to art occurring after Substantial Completion.
<br />In no event shall such statues of limitations commence to nin any later than the date when the ENGINEER'S services are substantially completed.
<br />14. Notwithstanding any other provision of this Agreement. and to the fullest extent permitted by law, neither the OWNER
<br />nor the Consultant, their respective officers. directors, partners, employces. contractors or subconsultants shall be liable to the other or shall make
<br />any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This
<br />mutual waiver of consequential damages shall include, but is not limited to. loss of use, loss of profit, loss of business, loss of income, loss or
<br />reputation or any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability,
<br />breach of contract and breach of strict or implied warranty. Both the OWNER and Consultant shall require similar waivers of consequential
<br />damages protecting all the entities or persons named herein in all contracts and subcontracts with others Involved in this project.
<br />15. Reference Comin tinicatio1gs: The Consultant may be required to render opinions about the performance or qualifications of others engaged or
<br />being considered for engagement by the Client. Those about whom opinions are rendered may, consequently, initiate claims against the Consultant.
<br />To help create an atmosphere in which the Consultant may freely report or express such opinions candidly in the interest of the Client, the Client
<br />agrees to Indemnify and hold harmless the Consultant against all damages. liabilities or costs, including reasonable attorneys' fees arising from
<br />the rendering of such confidential opinions and reports by the Consultant to the Client.
<br />16. The OWNER shall provide prompt written notice to the ENGINEER if the OWNER becomes aware of any fault or defect in the Project, including
<br />any errors: omissions or inconsistencies in the ENGINEER'S Instruments of Service.
<br />17. 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
<br />Client and the Consultant agree that a] I disputes between them arising out of or relating to this Agreement or the Project shall be submitted to
<br />nonbinding mediation.
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