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Terms and Conditions <br />I . Inform,atron S.!4MIie04y, Otbers: The ENGINEER shall be entitled to rely upon and use all such information and services provided by CLIENT <br />or others 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 CLIENT'S requirements for the project. <br />2. Terminatip_n: This Agreement maybe terminated by either party upon ten (10) 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 <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 Wof„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 effected 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 <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. Leal 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 effect 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. Warranty: 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 construction site safety or the means or methods employed by construction contractors in carrying out <br />the work. <br />10. tlnlon 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 />11. Lrisks <br />shave beenallocatitation of ed In recognition of the relative risks, rewards and benefits of the project to both CLIENT and the ENGINEER, the <br />ed 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 the available limits of the Engineer's professional liability insurance. Such causes include, but are not limited to, <br />the ENGINEER'S negligence, errors, omissions, strict liability, breach of contract or breach of warranty. <br />12. 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 acts or failures to act occurring prior to <br />Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. <br />In no event shall such statues of limitations commence to run any later than the date when the ENGINEER'S services are substantially completed. <br />13. Consequential Damages: 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, employees, 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 />14 Reference <br />nations: The Consultant may be required to render opinions about the performance or qualifications of others engaged or <br />bei considered for or engagement by the Client. Those about whom opinions are rendered may, as a consequence, initiate claims against the <br />Consultant. To help create an atmosphere in which the Consultant may freely report or express such opinions candidly in the interest of the Client, <br />the Client agrees to indemnify and hold harmless the Consultant against all damages, liabilities or costs, including reasonable attorneys' fees <br />arising from the rendering of such confidential 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 <br />any errors, 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 <br />Client and the Consultant agree that all disputes between them arising out of or relating to this Agreement or the Project shall be submitted to <br />nonbinding mediation. <br />