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043
<br />McKim & Creed, P.A.
<br />General Conditions
<br />(3/2002-1)
<br />11 be used for this Agreement, it shall expire no later than one year from
<br />Specification of Materials. The Client understands and agrees that
<br />products or building materials, which are permissible under Courat
<br />building codes and ordinances may, at some future date, be banned or
<br />limited in use in the construction industry because of presently unknown
<br />hazardous characteristics The Client agrees that if the Client directs the
<br />Engineer to specify any product or material, after the Engineer has
<br />informed the client that such product or rnatenal may not be suitable or
<br />may embody characteristics that are suspected of causing or may cause
<br />the product or material to be considered a hazardous substance in the
<br />future, the Client waives all claims as o result thereof against the
<br />Engineer_ The Client further agrees that if any product or material
<br />specified for this project by the Engineer shall, at any future date be sus-
<br />pected or discovered to be a health or safety hazard, the Client hereby
<br />releases the Engineer from any and all liabilities and waives all claims
<br />against the Engineer relating thereto.
<br />Standard of Care. Services provided by the Engineer under this Agree-
<br />ment will be performed in a manner consistent with that degree of are
<br />and skill ordinarily exercised by members of the same profession
<br />cu aen ity prime n under similar circv rest antes in the same geogrt phr
<br />area.
<br />Suspension of Services. If the project is suspended for more than thirty
<br />(30) calendar days in the aggregate, the Engineer shall be compensated
<br />for services performed and charges incurred prior to such suspension
<br />and, upon resumption of services, the Engineer shall be entitled to an
<br />equitable adjustment in fees to accommodate the resulting demobiliza-
<br />tion and re-mobilization costs_ In addition, there shall be an equitable
<br />adjustment in the project schedule based on the delay caused by the
<br />suspension. If the project is suspended for more than ninety (90) calendar
<br />days in the aggregate, the Engineer may, at its option, terminate this
<br />Agreement upon giving notice in writing to the Client_
<br />Unauthorized Changes to Documents. In the event the Client consents
<br />to, allows, authorizes or approves of changes to any plans, specifications,
<br />construction documents or electronic media, and these changes are not
<br />approved in writing by the Engineer, the Client recognizes that such
<br />changes and the results thereof are not the responsibility of the Engineer.
<br />Therefore, the Client releases the Engineer from any liability arising
<br />from the construction, use or result of such (hanges_ In addition, the
<br />Client agrees, to the fullest extent permitted by law, to indemnify and
<br />hold the Engineer harmless from any damage, liability or cost (including
<br />reasonable attorneys' fees and costs of defense) arising from such
<br />changes.
<br />Compensation for Additional Services. The undertaking of the
<br />Engineer to perform professional services under this Agreement extends
<br />only to those services specifically described herein_ If upon the request
<br />of the Client, the Engineer agrees to perform additional services
<br />hereunder, the Client and the Engineer shall negotiate and agree upon
<br />an additional fee to be paid to the Engineer for completion of the agreed
<br />upon Additional Services. The Engineer will be under no obligation to
<br />begin or complete requested Additional Services until the additional tee
<br />has been negotiated and agreed upon in writing by the Client and the
<br />Engineer.
<br />Hourly Billing Rates. All services to be billed on on hourly basis under
<br />this agreement will be billed using the Engineer's prevailing billing rate
<br />schedule at the time services are provided. If a specific rate schedule is to
<br />the date of this Agreement and will be replaced with the prevailing rate
<br />schedule in effect at that time.
<br />Priority Over Form Agreements. The parties agree that the provisions
<br />of this Agreement shall control and govern over any Work Orders,
<br />Purchase Orders or other documents, which the Client may issue to
<br />Engineer in regard to the project(s) which is (arc) the subject of this
<br />Agreement_ The Client may issue such documents to Engineer for its
<br />convenience for accounting or other purposes, but any such Orders will
<br />not alter the terms of this Agreement, regardless of any contrary
<br />language appearing therein.
<br />Indemnity. The Client shall and hereby agrees to indemnify and hold
<br />harmless the Engineer from and against all losses, costs, damages,
<br />expenses and liability of whatever nature, including but not limited to
<br />reasonable attorney's fees, litigation and court costs, expert witness fees
<br />and expenses, amounts paid in settlement, amounts paid to discharge
<br />judgments, penalties, punitive damages, and interest, directly or
<br />indirectly resulting from, arising out of or related to one or more Claims,
<br />as hereinafter defaced_ The word "Claims" as used herein shall mean all
<br />claims (whether valid or not), lawsuits, causes of action, liens,
<br />investigations, admornstra Rve proceedings, and other legal actions and
<br />proceedings of whatsoever nature that directly or indirectly result from,
<br />arise out Of one relate to this Agreement, the project which is the subject of
<br />this Agreement, and/or any other matter or transaction contemplated
<br />hereunder, including without limitation, any failure by the Client to
<br />adhere to or comply with any drawing, design, plans, specifications,
<br />a mnuneadation co advice given or furnished by the Engineer to the
<br />Client; provided however, that the foregoing shall not apply to any claim
<br />resulting primarily from the negligence of the Engineer.
<br />Paragraph pleadings. The paragraph headings contained in this
<br />Agreement are for reference purposes only and shall not affect in any
<br />way the meaning or in terpreto t ion of this Agreement
<br />Third Parties. Nothing in this Agreement shall be construed as giving
<br />any person, frrm, corporation or other entity other than the parties to
<br />this Agreement and their respective successors and permitted assigns,
<br />any right, remedy or claim under or in respect of this Agreement or any
<br />.fit, provisions.
<br />Default. The Client shall be in default under this Agreement if (i) it fails
<br />to pay in full any invoice from the Engineer on the due date or fails to
<br />make any other payment due to the Engineer under this Agreement, (it)
<br />it faits to observe or perform any other term, condition or covenant
<br />under this Agreement, (iii) it breaches any warranty or representation
<br />made under this Agreement, (iv) it dissolves, terminates or liquidates its
<br />business, or its business fails or its legal existence is terminated or
<br />suspended, (v) any voluntary or involuntary bankruptcy, reorganization,
<br />insolvency, receivership, or other similar proceeding is commenced by or
<br />against the Client, or (vi) it becomes insolvent, makes an assignment for
<br />the benefit of creditors, or conveys substantially all of its assets.
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