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<br />Mr. Gary Vest <br />Proposal for Master Planning Services <br />Paris Business Park <br />August 9,2002 <br />PAGE 7 <br /> <br />VII. <br /> <br />TERMS AND CONDITIONS <br /> <br />Graeber, Simmons & Cowan will perform the services outlined in this agreement for the stated <br />fee arrangement as an additional service, subject to the conditions of our original agreement <br />with PEDe. <br />A. Unless otherwise stated, Graeber, Simmons & Cowan will have access to the site for <br />activities necessary for the performance of the services. The firm will take precautions <br />to minimize damage that could possibly result from these activities, but has not <br />included in the fee the cost of restoration of any resulting damage. <br /> <br />B. <br /> <br />Any claims or disputes made during design, construction or post-construction between <br />PEDC and Graeber, Simmons & Cowan will be submitted to non-binding mediation in <br />Austin, Texas prior to the commencement of any litigation. PEDC and Graeber, <br />Simmons & Cowan agree to include a similar mediation agreement with all contractors, <br />sub-consultants, suppliers, and fabricators, thereby providing for mediation as the <br />primary method for dispute resolution among all parties. <br /> <br />e. <br /> <br />Invoices for Graeber, Simmons & Cowan's services will be submitted, at our option, <br />either upon completion of such services or on a monthly basis. Invoices will be payable <br />within thirty (30) days after the invoice date. No deductions will be made without <br />itemized exceptions presented to Graeber, Simmons & Cowan within ten (10) days of <br />receipt of the invoice. Payment will not be delayed due to deductions, errors or <br />insufficient detail. Invoices not paid within thirty (30) days may be subject to a monthly <br />services charge of 1.5% (or the maximum legal rate, if less) and will allow Graeber, <br />Simmons & Cowan, without waiving any claim or right against PEDC, and without <br />liability whatsoever to PEDC, to terminate or withhold the performance of services. In <br />the event any portion or all of an invoice remains unpaid ninety (90) days after billing, <br />PEDC will pay all costs of collection, including actual attorney fees. <br /> <br />D. <br /> <br />Graeber, Simmons & Cowan will not be required to execute any documents that would <br />result in our certifying, guaranteeing or warranting the existence of conditions that <br />Graeber, Simmons & Cowan cannot ascertain exist. <br /> <br />E. <br /> <br />Notwithstanding any other provision of this agreement, Graeber, Simmons & Cowan <br />shall not be liable for incidental, indirect, special or consequential damages or for lost <br />profits, savings or revenues of any kind, regardless of whether Graeber, Simmons & <br />Cowan has been advised of the possibility of such damages. <br /> <br />F. <br /> <br />This agreement may be terminated by PEDC or by Graeber, Simmons & Cowan upon <br />thirty (30) calendar day's written notice. All fees for services rendered, all reimbursable <br />expenses and reimbursable termination expenses will be paid to Graeber, Simmons & <br />Cowan at the time of termination. <br /> <br />G. <br /> <br />All documents produced by Graeber, Simmons & Cowan under this agreement will <br />remain the property of Graeber, Simmons & Cowan and may not be used by PEDC for <br />any endeavor without the written consent of Graeber, Simmons & Cowan. <br /> <br />H. <br /> <br />Opinions of probable cost or evaluations by third parties will represent Graeber, <br />Simmons & Cowan's best judgment as professionals familiar with architecture and <br />interior design and do not imply that actual costs will not vary. <br /> <br />I. <br /> <br />Graeber, Simmons & Cowan reserves the right to re-negotiate this proposal if it is not <br />accepted and activated within thirty (30) calendar days. Project completion is estimated <br />