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HOMER L.CHASTAIN&ASSOCIATES,LLP AGREEMENT FOR PROFESSIONAL SERVICES �
<br /> Consulting Engineers TERMS AND CONDITIONS
<br /> These Terms and Conditions are a part of the Agreement between the Client and Homer L. Chastain&Associates, LLP, (Consultant). Any provision or part
<br /> thereof of this agreement held to be void or unenforceable under any law shall be deemed stricken and all remaining provisions shall continue to be valid and
<br /> binding upon the parties. The parties agree that this agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable
<br /> provision which comes as close as possible to expressing the intention of the stricken provision.
<br /> AMENDMENTS
<br /> This agreement may be amended only in writing by both the Client and Consultant.
<br /> FEE BASIS(COMPENSATION FOR PROFESSIONAL SERVICES)
<br /> The basis for compensation will be either 1)Lump-Sum Amount as noted on the face of this agreement or 2)payment for all hours worked on the project based
<br /> on the indicated rate for the class of personnel shown on the current Schedule of Hourly Rates in effect plus reimbursable expenses. (See attached Schedule of
<br /> Hourly Rates)
<br /> "Reimbursable Expenses" means the actual expenses incurred directly or indirectly in connection with the work including but not limited to the following:
<br /> Transportation and subsistence,toll telephone calls,telegrams,reproduction or printing,computer time and outside consultants.
<br /> TIME OF PAYMENT
<br /> The Consultant may submit monthly statements for services and expenses based upon the proportion of the actual work completed at the time of billing. Unless
<br /> provided for otherwise,payments for professional services will be due and payable upon the issuance of the ConsultanYs invoice. We bill for work done each
<br /> month by the 10th of the following month.
<br /> LATE PAYMENT
<br /> If the Client fails to make any payment due the Consultant for services and expenses within the time period specified,a service charge of 1.5%(annual rate of
<br /> 18%)per month may be added to the ClienYs account at the Consultant's discretion. Client further agrees to pay all expenses of collection,including court costs
<br /> and reasonable attorney fees,should it become necessary to refer ClienYs account for collection. If the Client is in breach of the payment terms or otherwise is
<br /> in material breach of this Agreement, the Consultant may suspend pertormance of services upon five(5) calendar days' notice to the Client.The Consultant
<br /> shall have no liability to the Client,and the Client agrees to make no claim for any delay or damage as a result of such suspension caused by any breach of this
<br /> Agreement by the Client. Upon receipt of payment in full of all outstanding sums due from the Client, or curing of such other breach, which caused the
<br /> Consultant to suspend services,the Consultant shall resume services and there shall be an equitable adjustment to the remaining project schedule and fees as
<br /> a result of the suspension.
<br /> LIMITATION OF LIABILITY
<br /> In recognition of the relative risks and benefits of the Project to both the Client and the Consultant,the risks have been allocated such that the Client agrees,to
<br /> the fullest extent permitted by law,to limit the liability of the Consultant to the Client for any and all claims,losses,costs,damages of any nature whatsoever or
<br /> claims expenses from any cause or causes,including attorneys'fees and costs and expert-witness fees and costs,so that the total aggregate liability of the
<br /> Consultant to the Client shall not exceed$50,000,or the ConsultanYs total fee for services rendered on this Project,whichever is greater.It is intended that this
<br /> limitation apply to any and all liability or cause of action however alleged or arising,unless otherwise prohibited by law.
<br /> AUTHORITY AND RESPONSIBILITY
<br /> The Consultant shall not guarantee the work of any Contractor or Subcontractor,shall have no authority to stop work,shall have no supervision or control as to
<br /> the work or persons doing the work,shall not have charge of the work,shall not be responsible for safety in,on,or about the job site or have any control of the
<br /> safety or adequacy of any equipment, building component, scaffolding, supports, forms or other work aids. In the event we are not providing site observation
<br /> services, the Client will indemnify and hold HLC harmless for claims arising from modifications, clarifications, interpretations, adjustments or changes made to
<br /> the contract documents to reflect changed field or other conditions.
<br /> TERMINATION
<br /> This agreement may be terminated by either party within fifteen days after receiving written notice. Any termination shall only be for good cause such as for
<br /> legal,unavailability of adequate financing or major changes in the work. In the event of any termination,the Consultant will be paid for all services and expenses
<br /> rendered to the date of termination on a basis of the Schedule of Rates plus reimbursable expenses and reasonable termination costs.
<br /> DELIVERABLES AND ELECTRONIC FILES
<br /> Plans, specifications, and electronic files are instruments of service and remain the property of the Consultant. Sealed hardcopy plans provided by the
<br /> Consultant are actual deliverables and have precedence over any electronic files supplied to the Client as a convenience. Electronic files are supplied in the
<br /> software format currently in use by the Consultant, who has no control over deterioration or functional obsolescence due to upgraded versions of software
<br /> programs. Client agrees to indemnify and hold Consultant harmless from claims resulting from unauthorized reuse of electronic files or unauthorized changes
<br /> made by Client or others to files in the ClienYs possession. Information contained in electronic files is valid only for 60 days following delivery to the Client,and
<br /> the Consultant is not responsible for data deterioration within the file.
<br /> REUSE OF DOCUMENTS
<br /> All documents including drawings and specifications furnished by Consultant pursuant to this Agreement are instruments of his services in respect of the work.
<br /> They are not intended or represented to be suitable for reuse by Client or others on e�ensions of this work,or on any other work.
<br /> ESTIMATES OF COST •
<br /> Since the Consultant has no control over the cost of I'dbor, materials or equipment or over a Contractor(s)methods of determining prices, or over competitive
<br /> bidding or marketing conditions, his opinions of probable Project Cost cv Construction Cost that may be provided for herein are to be made on the basis of his
<br /> experience and qualifications and represent his best judgm�nt as a design professional familiar with the construction industry, but Consultant cannot and does
<br /> not guarantee that proposals,bids or the constru�tion cost will rtt;t v�ry frorn opinions of probable cost prepared by him. If the Owner wishes greater assurance
<br /> as to the Construction Cost,he shall employ an independent cost estimator.
<br /> INFORMATION PROVIDED BY OTHERS
<br /> The Client shall fumish, at the ClienYs expense, all information, requirements, reports, data, surveys and instructions required by this Agreement. The
<br /> Consultant may use such information, requirements, reports,data, surveys and instructions in performing its services and is entitled to rely upon the accuracy
<br /> and completeness thereof.
<br /> DISCLOSURE RESOLUTION
<br /> The parties agree to attempt to resolve such disputes through direct negotiations between the appropriate representatives of each party. If such negotiations
<br /> are not fully successful,the parties agree to attempt to resolve any remaining dispute by formal nonbinding mediation conducted in accordance with rules and
<br /> procedures to be agreed upon by the parties. If the dispute or any issues remain unresolved after the above steps,the parties agree to attempt resolution by
<br /> submitting the matter a method jointly agreed upon by both parties.
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