EFTA00619599.pdf

STANDARD TERMS JAREDIAN DESIGN GROUP AND CONDITIONS The CUENT and JAREDIAN DESIGN GROUP, LLC, (JOG) hereby 4. UNDERGROUND STRUCTURES -Unless otherwise agreed, the agree as follows: CUENT shall provide JDG with locations of buried utilities and other underground structures in areas of subsurface exploration. JDG will take reasonable precautions to avoid 1. CONTRACT -The Contract is the Proposal, Agreement or damage to the buried utilities and other underground Contract document that is signed and dated by JDG and structures noted. If locations are not known. ore inaccurate, the CUENT and to which these Standard Terms and or cannot be confirmed by the CUENT, then there will be a Conditions are appended by reference. This contract takes degree of risk to the CUENT associated with conducting precedence over any standard conditions the client may exploration. In the absence of confirmed underground have in place. structure locations, the CUENT agrees to accept the risk of any damages and losses resulting from the exploration work. 2. COMPENSATION FOR SERVICES AND PAYMENT TERMS -The CUENT agrees to pay JDG in accordance with the payment S. DOCUMENTS - All reports, design drawings and terms in the Contract. specifications, field data and notes. laboratory test data, a. FEE -The total fee, except stated lump sum, shall be calculations, computer files, estimates, and other understood to be an estimate, based upon Scope Of documents that JDG prepares as instruments of service shall Services, and shall not be exceeded by more than remain JDG's property. The CLIENT agrees that JDG's ten (10) percent, without written approval of the services are on behalf of and for the exclusive use of the CUENT. Where the fee arrangement is to be on an client and that all reports and other documents furnished to hourly basis, the rates shall be those that prevcil at the CUENT or its agents shall be utilized solely for this project. the lime services are rendered. 6. HAZARDOUS MATERIALS -The Scope Of Services for this b. BILLING/PAYMENTS • Invoices will be submitted Contract does not include services relating to hazardous monthly or upon completion of a specified scope. materials. as defined by federal, state and/or local laws or whichever is shorter, for services and reimbursable regulations. JDG is not insured for services related to the expenses and are due when received. Invoices shall identification, cantonment or removal of asbestos or be considered PAST DUE if not pcid within 30 days hazardous waste including pollutants. nor will we assume after the invoice date and JDG may, without waiving any liability for damages or costs related to these materials. any claim right against CLIENT, and without liability If such materials are discovered during JDG's services, the whatsoever to the CUENT, terminate the CUENT agrees to negotiate appropriate revisions to the performance of the service. Retainers shall be Scope Of Service, the budget estimate, and the terms and required for certain projects or under certain conditions of the Contract. When such hazardous materials conditions and shall be credited on the final invoice. are suspected, JDG will have the option to stop services A late payment fee will be charged at 1.5% (or the until a new agreement is reached. If a mutualy satisfactory legal rate) per month on the unpaid balance. In the agreement cannot be reached between both parties, the event any portion of an account remains unpaid for Contract shall be terminated. The CUENT agrees to pay 90 days after billing, the CUENT shall pay cost of JDG for all services rendered, including any costs associated collection, including reasonable attorneys' fees and with termination. The ovmership of and responsibility for all court costs. contaminated materials. hazardous materials, and hazardous substances generated. released. uncovered, e. REIMBURSABLE EXPENSES - Reimbursable expenses transported, and/or collected during JDG's services for the are expensed incurred directly or indirectly in Contractor wort tasks referred to herein will not be with connection with the project such as, but not limited JDG. to, transportation. meals, lodging for travel, long- distance telephone calls and facsimile transmissions. 7. CONSTRUCTION SERVICES -The CUENT recognizes that overnight deliveries, courier services. equipment retaining JDG to perform construction phase engineering rental. photographs and video supplies, testing services such as the review of shop drawings and product laboratory services. permit and other license fees submittals. and full-time construction observation services, is professional services, sales taxes. and the cost of a normal and integral part of engineering services for the reproductions beyond those normally required for project, and that retaining JDG for these services can coordination and information purposes. These provide for the CUENT a greater degree of confidence that expenses will be billed at cost plus a service charge the completed work of the Contractor will conform of fifteen (15) percent. generally to the Contract Documents. that the integrity of the design concept as reflected in the Contract Documents 3. RIGHT-OP-ENTRY- The CUENT agrees to furnish JDG with the hos been implemented and preserved by the Contactor. right-of-entry on the project site or represents and warrants, and to minimize problems during construction. The CUENT if the site is not owned by the CUENT, that permission has also recognizes that no entity is as familiar with the Contract been granted to make site reconnaissance. surveys, Documents and their intent as JDG. Therefore, the CLIENT is borings, and other exploration pursuant to the Scope Of urged to retain JDG to provide construction phase Services in the Contract. engineering services. JDG will take reasonable precautions to minimize damage If JDG's construction observation services ore included as to the land from use of equipment, but has not included in part of the Scope Of Services in the Contract, JDG will the fee the cost for restoration of damage that may result provide personnel to observe construction to ascertain that from JDG's operations, unless specifically stated in the it is being performed, in general. in accordance with the Contract. plans and specifications. It is understood that, in accordance with generally accepted construction practices, the contractor and any t JOGIBusinem,DoolStanclarcifermsAndCcaditionsJOG Copyright O2015 Jaredian Design Group, LLC EFTA00619599  STANDARD TERMS JAREDIAN DESIGN GROUP AND CONDITIONS subcontractors will be solely and completely responsible for 12. INDEMNIFICATION - The CLIENT shall defend. indemnify, all construction activities, working conditions on the job site, and hold harmless JDG and all of its personnel from and including safety of all persons and properly during the against any and all claims. damages. losses and expenses performance of the work, compliance with OSHA (including reasonable attorneys fees) and consequential regulations, and quality of the work. Any monitoring of the damages arising out of or resulting from the performance of contractor's performance conducted by JDG personnel is the services, provided that any such claims, damages, not intended to include review of the adequacy of the losses or expenses are caused in whole or in part by the contractor's safety measures, in on, or near the construction negligent act or omission and/or strict liability of the CUENT, site. anyone directly or indirectly employed by the CLIENT (except JDG) or anyone for whose acts any of them may It is further understood that field services provided by JDG be liable. personnel will not releve the contractor and any subcontractors of responsibilities for performing the work in 13. OUTSIDE CONSULTANTS - On occasion, JDG engages the accordance with applicable laws and regulations and in specialized services of individual consultants or other accordance with the Contract Documents. companies to participate in a project. When considered necessary. these firms or other consultants will be used. The Should the CLIENT not execute on agreement with JDG to cost of other consultants will be billed at cost plus a 15% provide construction phase engineering services, then the administration charge. CUENT agrees to indemnify and hold JDG harmless against any claims, liability and responsibility for construction 14. UTIGATION - It is understood that unless expressly implied. problems or problems arising offer construction is complete the services outlined in this Agreement do not include the attributed to construction and the Contractor's cost of professional services provided for any legal action or performance, and failure of the contractor to follow the suit. Fees for court preparation, depositions. pretrial design intent and construct the project in accordance with conference and in court non•testimony time wil be billed at the Contract Documents. two (2) times the normal billing rote. Fees for in•court testimony will be billed at three (3) times the normal billing 8. STANDARD OF CARE - JDG's services will be performed in rate. accordance with generally accepted practices of professional engineers providing similar services at the same 15. APPLICABLE LAW - Unless otherwise specified. this time, in the same locale. and under like circumstances. The Agreement shall be governed by the lows of the principal CUENT agrees that services provided wil be rendered place of business of JDG. without any other warranty, expressed or implied. 16. OPINION OF PROBABLE CONSTRUCTION COSTS - JDG's 9. INSURANCES - JDG maintains Worker's Compensation opinion of probable construction costs. it rendered as a Insurance. JDG will furnish certification upon written service under this Agreement, is based on assumed labor request. The CLIENT agrees that JDG will not be liable or costs and approximate quantities of material and responsible to the CUENT for any loss, damage, or liability equipment, and therefore is of a conditional character. beyond the amounts, limits, exclusions, and conditions of JDG cannot guarantee the cost of work to be performed by such insurance. others since market or bidding conditions can change at any time and changes in the scope or quality of the Project 10. PROFESSIONAL UABIUTY - The CUENT agree to limit liability may affect estimates. and require a like limitation from any construction contractor or subcontractor who performs work for which 17. VALIDITY - Should any one or more of the terms and JDG has provided reports, plans. and specification, in an conditions stated herein be deemed unenforceable or amount of $50.000 or JDG's fee. whichever is smaller. invold, either in whole or in port, by judgment or court order. that shall not affect the remaining terms and 11. SUSPENSION OF SERVICES - This agreement may be conditions or ports thereof and they shall remain full force terminated upon ten (10) days written notice by either party and effect. should the other fall to perform his obligations hereunder. The CUENT shall remain fully liable for and shall promptly pay 18. SCHEDULE —If in this Agreement, specific periods of time for JDG the full amount for al services rendered by JDG up to rendering services are set forth or specific dates by which the date of suspension of services plus suspension charges. services are to be completed are provided. and if such Suspension charges shall include the cost of putting periods of time or dates are changed through no fault of documents and analyses in order, personnel and JDG, the rates and amounts of compensation provided for equipment rescheduling or reassignment adjustments, and herein shall be subject to equitable adjustment. If CUENT all other related and charges directly attributable to hos requested changes in the scope, extent, or character of suspension. the Project, the time of performance of JDG's services shall be adjusted equitably. If payment of invoices by the CLIENT is not maintained on a thirty (30) day current basis, JDG may, by providing a ten (10) day written notice to the CUENT, suspend further Jaredan Design Group. LLC, cannot be held responsible for services until payments are restored to a current basis. In delays in rendering services caused by issues beyond Jaredion the event JDG engages counsel to enforce overdue Design Group's control. payments, the CLIENT shall reimburse JDG for al reasonable attorney's fees and court costs related to enforcement of overdue payments. The CUENT shall indemnify and save harmless JDG from any claim or liablity resulting from suspension of services due to client's non-current payments. 2 JOGI3usines,Doci/StanclardTermsAndCanditions_PG Copyright Co 2015 Jaredian Design Group, LLC EFTA00619600