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<br />TERMS AND CONDITIONS
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<br />10.1 C
<br />basis of (including all
<br />(25th) calendar day after
<br />Client proceeds in accordan
<br />or in connection with any other
<br />Consultant's invoice shall constitu
<br />by the Consultant. Client will pay all
<br />attorneys' fees; and litigation and arbit
<br />Contract. External fees, costs, and ex
<br />reimbursable expenses.
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<br />10.2 NOTICE OF CLAIMED ERRORS OR OMISSIONS. Client shall provide written notice, including all known particulars, to Consultant of
<br />any claimed errors or omissions in Consultant's services not later than 60 calendar days after Client becomes aware, or in the exercise of
<br />reasonable diligence should have become aware, of the existence of such error or omission. Consultant shall be given a reasonable opportunity,
<br />during such 60-day period, to investigate and recommend ways of mitigating any alleged damages. Client's failure to provide such notice, and/or
<br />Client's failure to provide Consultant a reasonable opportunity to investigate and make recommendations, within the time stated shall constitute
<br />an irrevocable waiver of any and all claims, counterclaims, defenses, setoffs, or recoupments Client might have in connection with any such
<br />alleged error or omission. In the event Client asserts a claim in violation of this paragraph, or in the event that any other error and omission claim
<br />asserted by Client is determined to be without substantial merit, Client shall pay all of Consultant's: internal iabor costs at the Additional Services
<br />rate; reasonable attorneys' fees; expenses; and arbitration and litigation costs incurred in investigating and defending such claim. External fees,
<br />costs, and expenses incurred under this clause will be reimbursed at the rate specified in the Proposal for external reimbursable expenses.
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<br />1.0 CONSULTANT'S SERVICES. Consultant shall perform the services identified in this Proposal and no others unless otherwise agreed
<br />and unless Consultant is paid additional compensation in accordance with this Proposal.
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<br />1.1 STANDARD OF CARE. Consultant's services shall be performed based on the standard of reasonable professional care for services
<br />similar in scope, schedule, and complexity to the services being provided by the Consultant. ALL WARRANTIES, EXPRESS OR IMPLIED,
<br />UNDER THIS PROPOSAL OR OTHERWISE, IN CONNECTION WITH THE CONSULTANT'S SERVICES ARE EXPRESSLY DISCLAIMED.
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<br />1.2 SCHEDULE. Time limits established by the schedule identified in the Proposal shall not, except for reasonable cause, be exceeded by
<br />Consultant or Client. Consultant's compensation shall be equitably adjusted in the event of delays caused by Client, Client's other consultants, or
<br />Client's agents. Fees quoted in the Proposal shall be adjusted if services do not commence within 90 days after.the date of the Proposal.
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<br />2.0 ADDITIONAL SERVICES. In addition to any other Additional Services listed in the Proposal, the following services are not included in
<br />Basic Services and Client shall compensate Consultant for such services, in addition to compensation for Basic Services: (1) Making revisions in
<br />Drawings arid Specifications or other documents when such revisions are (a) inconsistent with approvals or instructions previously given, (b) the
<br />result of adjustments in Client's requirements, (c) required by enactment, interpretation or revision of codes, laws or regulations subsequent to
<br />preparation of such documents, (d) required by the failure of Client or Client's consultants to r ovide necessary information
<br />in a timely manner, (e) imposed by municipal or other authorities as a condition for appr Drawings, Specifications or
<br />other documents clearly were not in compliance with applicable law when submitted for s not solely within control
<br />of Consultant: (2) Providing any services excluded from the Scope of Services identi g any other services not
<br />otherwise expressly included in this Proposal.
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<br />3.0 TERMINATION. This Proposal may be terminated by either party upon not less er party fail
<br />to perform in accordance with its terms through no fault of the party initiating termination.
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<br />7.0 MISCEllANEOUS PROVISIONS. ((1) This Proposal represents the entire and
<br />and supersedes all prior negotiations, representations or agreements, either written or oral. (2)
<br />instrument signed by both Client and Consultant or, in the case of Additional Services, by a written c
<br />does not object within ten (10) working days.
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<br />8.0. PAYMENTS TO CONSULTANT. Payments are due upon prese
<br />(30) days after date of invoice, .a SERVICE CHARGE OF ONE AND
<br />maximum rate permitted by law, whichever is greater, will be charged on
<br />
<br />ts are not made within thirty
<br />R H (18% PER ANNUM) or the
<br />rges may be compounded.
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<br />9.0 BASIS OF COMPENSATION. Client shall compensa
<br />FIGURE. If the Scope of or schedule for Consultant's S
<br />multiples for Additional Services and other services as
<br />review practices of Consultant. For Additional Servic
<br />Reimbursable Charges; or, if agr Co
<br />compensation will be 1.15 t Consul
<br />Consultant shall be com es in
<br />times actual costs inc nsultan
<br />services or prod be impos
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<br />AN ESTIMATED FEE IS NOT A FIRM
<br />n shall be equitably adjusted. Rates and
<br />ted annually in accordance with normal salary
<br />an hourly rate as defined in the Proposal, plus
<br />, a lump sum For additional services of Consultant's consultants,
<br />h services, plus Reimbursable Charges. For Reimbursable Charges, the
<br />on with the services identified in this Proposal, based on 1.15
<br />ursed for any applicable sales, use, or similar taxes related to
<br />governmental entity.
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<br />YMENT. The Client may not withhold any payments to the Consultant unless the
<br />identified and presented in writing to the Consultant not later than the twenty-fifth
<br />. Objections to invoices not made within the time period are deemed waived. Unless
<br />failure to pay any invoice (either on the project which is the subject of this proposal
<br />t is providing services to Client) within thirty (30) calendar days after presentation of
<br />suspension of services on all projects and the withholding of all deliverables on all projects
<br />s costs of collection, including: internal labor costs at the Additional Services rate; reasonable
<br />osts and fees, in the event Client fails to make timely payment to Consultant in violation of this
<br />s incurred under this clause will be reimbursed at the rate specified in the Proposal for external.
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