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TERMS AND CONDITIONS
<br />1.0 CONSULTANT'S SERVICES. Consultant shall perform the services identified in this Proposal and no others unless otherwise agreed and unless
<br />Consultant is paid additional compensation in accordance with this Proposal.
<br />1.1 STANDARD OF CARE. Consultant's services shall be performed based on the standard of reasonable professional care for services similar in
<br />scope, schedule, and complexity to the services being provided by the Consultant. ALL WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS
<br />PROPOSAL OR OTHERWISE, IN CONNECTION WITH THE CONSULTANTS SERVICES ARE EXPRESSLY DISCLAIMED.
<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 Client's
<br />agents. Fees quoted in the Proposal shall be adjusted if services do not commence within 90 days after the date of the Proposal.
<br />2.0 ADDITIONAL SERVICES. In addition to any other Additional Services listed in the Proposal, the following services are not included in Basic
<br />Services and Client shall compensate Consultant for such services, in addition to compensation for Basic Services: (1) Making revisions in Drawings and
<br />Specifications or other documents when such revisions are (a) inconsistent with approvals or instructions previously given, (b) the result of adjustments in
<br />Client's requirements, (c) required by enactment, interpretation or revision of codes, laws or regulations subsequent to preparation of such documents, (d)
<br />required by the failure of Client or Client's consultants to render decisions or to provide necessary information in a timely manner, (e) imposed by
<br />municipal or other authorities as a condition for approval of a project, unless the Drawings, Speufications or other documents clearly were not in
<br />compliance with applicable law when submitted for approval, or (f) due to or causes not solel within control of Consultant: (2) Providing any services
<br />excluded from the Scope of Services identfied in the Proposal: (3) Providing any other services not oth« raise e;~ pressly included in this Proposal.
<br />3.0 TERMINATION. This Proposal may be terminated by either party upon not less than tYiirt; i301 days written notrce should the other party fail to
<br />perfonn in accordance with its terms through no fault of the party initiating tennination.
<br />7.0 MISCELLANEOUS PROVISIONS. ((1) This Proposal represents the entire and integrated agreement between Client and Consultant and
<br />supersedes all prior negotiations, representations or agreements, either written or oral. (2) This Proposal ma;i be amended by written instrument signed by
<br />both Client and Consultant or, in the case of Additional Services, by a written confirmation from Consultant to :hich Client does not object within ten (10)
<br />working days.
<br />8.0. PAYMENTS TO CONSULTANT. Payments are due upon presentation of Consultant's invoices. If Payments era not made within thirty (30) days
<br />after date of invoice, a SERVICE CHARGE OF ONE AND ONE-HALF (1.5) PERGENT PER MONTH (18% PER ANNUM) or the maximum rate permitted
<br />bylaw, whichever is greater, will be charged on any unpaid balance. Service charges maybe compounded.
<br />9.0 BASIS OF COMPENSATION. Client shall compensate Consultant as set forth in the Proposal. AN ESTIf.1ATED FEE IS NOT A FIRM FIGURE. If
<br />the Scope of or schedule for Consultant's Services is changed materially, the compensation shall he equitably adjusted. Rates and multiples for Additional
<br />Services and other services as set forth in the Proposal shall be adjusted annually in accordance v;ith normal salary review practices of Consultant. For
<br />Additional Services of Consultant, compensation shall be an hourly rate as defined in the Proposal. plus Reimbursable Charges; or, if agreed by Client and
<br />Consultant in writing, a lump sum amount. For additional see~cPs of Consultant's consultants. compensation will be 1.15 times the amount billed to
<br />Consultant for such services, plus Reimbursable Charges. Fur Reimbursable Charges, the Consultant shall be compensated for out-of-pocket
<br />expenditures incurred in connection with the services identified in thls Proposal, based on i.15 times actual costs incurred. In addition to other expenses,
<br />Consultant will be reimbursed for any applicable sales, use. or similar taxes related to services cr products provided under this Proposal, which may be
<br />imposed by any governmental entity.
<br />10.0 DELAYED PAYMENT; PAYMENT DISPUTES.
<br />10.1 CONDITIONS PRECEDENT TO WITHHOLDING PAYMENT. The client may not withhold any payments to the Consultant unless the basis of
<br />(including all particulars] and amount in dispute are identified antl presented in writing to the Consultant not later than the twenty-fifth (25th) calendar day
<br />after presentaton of the disputed invoice. Objections to invoices not made within the time period are deemed waived. Unless Client proceeds in
<br />accordance aqU~ this Section 1!?.1, Client's failure to pay any invoice (either on the project which is the subject of this proposal or in connection with any
<br />other project for which Consultant is providing services to Cfent) within thirty (30) calendar days after presentation of Consultant's invoice shall constitute
<br />just cause for the suspension cf services on all projects and the withholding of all deliverables on all projects by the Consultant. Client will pay all of
<br />Consultant's costs of collection, including: internal labor costs at the Additional Services rate; reasonable attomeys' fees; and litigation and arbitration costs
<br />and fees, in the event Client fails'to make timely payment to Consultant in violation of this Contract. External fees, costs, and expenses incurred under this
<br />clause will be reimbursed at the rate specified in the Proposal for extemal reimbursable expenses.
<br />10.2 NOTICE OF CLAIMED ERRORS OR OMISSIONS. Client shall provide written notice, including all known particulars, to Consultant of any
<br />claimed errors or omissions in Consultant's services not later than 60 calendar days after Client becomes aware, or in the exercise of reasonable diligence
<br />should have become aware, of the existence of such error or omission. Consultant shall be given a reasonable opportunity, during such 60-day period, to
<br />investigate and recommend ways of mitig~ing any alleged damages. Client's failure to provide such notice, andlor Client's failure to provide Consultant a
<br />reasonable opportunity to investigate and make recommendations, within the time stated shall constitute an irrevocable waiver of any and all claims,
<br />counterclaims, defenses, setoffs, or recoupments Client might have in connection with any such alleged error or omission. In the event Client asserts a
<br />claim in violation of this paragraph, or in the event that any other error and omission claim asserted by Client is determined to be without substantial merit,
<br />Client shall pay all of Consultant's: internal labor costs at the Additional Services rate; reasonable attomeys' fees; expenses; and arbitration and litigation
<br />costs incurred in investigating and defending such claim. External fees, costs, and expenses incurred under this clause will be reimbursed at the rate
<br />specified in the Proposal for extemal reimbursable expenses.
<br />10.3 ERRORS OR OMISSIONS OF CLIENT'S CONSULTANTS. If Client has separately retained other design professionals Client agrees to the
<br />fullest extent permitted by law to defend, indemnify, and hold the Consultant harmless from all loss, damage, liability, cost or expense (including but not
<br />limited to reasonable attorneys' fees) arising out of or relating to (a) the negligent acts or omissions of such other design professionals, and/or (b) the
<br />failure of such other design professionals to cony or maintain professional liability insurance in an amount adequate to protect Client and Consultant from
<br />loss.
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