Proposal Terms and Conditions
Agreement
Rise Structural Group, LLC (“Rise”) shall perform the services outlined in this agreement for the stated fee agreement.
1. CLIENT RESPONSIBILITIES. In connection with and, if applicable, as a condition of our performance of the Services, you agree to a) Provide us with complete and accurate information concerning your requirements and copies of all existing drawings, reports, studies, and other data pertaining to this project. You acknowledge that any inaccuracies or omissions in the information provided may result in additional costs or delays; b) Provide us with access to, and make provisions for, our entry onto public and/or private property, if necessary, for the rendering of the services; c) Furnish locations of subterranean structures and utilities; d) Furnish required information to us as promptly as necessary for the orderly progress of our performance of the services. We are entitled to rely on the accuracy and completeness of all information provided by you.
2. CLIENT-SUPPLIED MATERIALS/DOCUMENTS. Rise has the right to rely upon data, information, and plans supplied by the Client. The Client warrants that it has ownership and necessary permissions of any drawings and other documents provided to Rise for Rise's use. Rise will have an unencumbered right to reproduce these drawings as part of its design effort. The Client shall indemnify Rise against any liability arising out of any copyright claim by another design professional relative to the use of these drawings.
3. PERMITS. Rise shall endeavor to obtain permits as required for this project; however, it makes no guarantee as to the timing of the delivery or approval of the permits. Rise will also assist the client in obtaining any LEED Certifications and make appropriate applications; however, it makes no guarantee that a particular LEED Certification level will be obtained.
4. FEE. The total fee, except stated lump sum, shall be understood to be an estimate based upon the Scope of Services, and any changes or additional work will be subject to a mutually agreed-upon change order. Where the fee arrangement is on an hourly basis, the rates shall be those that prevail at the time services are rendered. Reimbursable expenses for printing, mileage, express mailings, equipment rentals, lodging, meals, etc. are in addition to the stated fees and will be invoiced at 1.0 times the cost incurred. Fees exclude any services or costs not specifically stated under the scope of services. In the event that the actual work required exceeds the estimated scope, the parties shall discuss and agree upon adjustments to the fee or the initiation of a mutually agreed-upon change order for the additional work.
5. BILLINGS/PAYMENTS. Invoices will be submitted monthly for services and reimbursable expenses and are due within 30 days of the invoice date. Failure to comply with payment terms may result in suspension or termination of services. The client shall not withhold payment of fees to Rise for any reason upon Rise's completion of stated services. A service charge of 1.5% (or the legal rate) per month will be applied to any past due balance. In the event any portion of an account remains unpaid 60 days after billing, Rise reserves the right to pursue legal action for the recovery of any outstanding payments, including the cost of collection and reasonable attorney's fees. It is essential to ensure timely and complete payment to maintain a mutually beneficial working relationship.
6. INDEMNIFICATIONS. The client shall indemnify and hold harmless Rise and all of its personnel from and against any and all claims, damages, losses, and expenses (including reasonable attorney's fees) arising out of or resulting from the performance of the services, provided that any such claims, damage, loss, or expense is caused in whole or in part by the negligent act or omission and/or strict liability of the client, anyone directly or indirectly employed by the client (except Rise), or anyone for whose acts any of them may be liable.
7. CONFIDENTIALITY. Both parties agree to keep any confidential information exchanged during the course of the project confidential and not disclose it to any third party without prior written consent from the disclosing party, except as required by law.
8. INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights, including but not limited to copyrights, patents, and trade secrets, arising from the services or deliverables provided by Rise under this agreement shall belong to Rise, unless otherwise agreed upon in writing by both parties.
9. HAZARDOUS MATERIALS. Services under this Standard Contract expressly exclude any and all services which are directly or indirectly related to the discovery, remediation, transport, disposal, storage, or treatment of any oil, hazardous, radioactive, toxic, irritant, pollutant, or otherwise dangerous substance or conditions at the site.
10. HIDDEN CONDITIONS. A condition is hidden if concealed by existing finishes or if it cannot be investigated by reasonable visual observation. If Rise has reason to believe that such a condition may exist, Rise shall notify the client, who shall authorize and pay for all costs associated with the investigation of such a condition and, if necessary, all costs necessary to correct said condition. If (1) the client fails to authorize such investigation or correction after due notification or (2) Rise has no reason to believe that such a condition exists, the Client is responsible for all risks associated with this condition, and Rise shall not be responsible for the existing condition nor any resulting damages to persons or property.
11. INSURANCE. Rise maintains Professional Liability, General Liability, and Workers' Compensation Insurance. On request, Rise will furnish the client certification of insurance. Rise shall not be responsible for any loss, damage, or liability beyond the amounts, limits, and conditions of such insurance.
12. RISK ALLOCATION. In recognition of the relative risks, rewards, and benefits of the project to both the client and Rise, the risks have been allocated so that both parties agree that liability to either party, for any and all injuries, claims, losses, expenses, damages, or claim expenses arising out of this agreement, from any cause or causes, shall be subject to the relevant laws and regulations, and shall not exceed the amount of Rise’s professional and general liability insurance. Principals and employees of Rise shall have no personal liability for services rendered under this agreement. Rise shall not be liable on any basis for the client's loss of profits, delay, damages, or any special or consequential damages of any type, except for willful misconduct or gross negligence on the part of Rise.
13. DISPUTE RESOLUTION. Any disputes arising out of or relating to this agreement shall be resolved through mediation or, if necessary, arbitration in accordance with the rules of the American Arbitration Association. The parties agree to participate in good faith in the mediation or arbitration process.
14. TERMINATION OF SERVICES ADN ASSIGNMENT. Either party may terminate this agreement upon written notice if the other party fails to perform its obligations or for valid reasons agreed upon by both parties. In the event of termination, the client shall pay Rise for all services rendered up to the date of termination, all reimbursable expenses, and reasonable termination expenses. Neither party shall assign this agreement to another without the prior written consent of both parties.
15. OWNERSHIP DOCUMENTS. All documents produced by Rise under this agreement shall remain the property of Rise, and the client may only use them for the intended purpose outlined in this agreement unless otherwise agreed upon in writing by Rise.
16. STANDARD OF CARE. Rise will perform the services with the care and skill ordinarily used by members of our profession practicing in the same or similar locality. If Rise's services fail to conform to this standard, Rise will, at its election, either correct or cause to be corrected the nonconforming services or reimburse the client for the price of such services.
17. SEVERABILITY. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
18. APPLICATION OF LAW. Unless otherwise specified, this agreement shall be governed by the laws of the State of Pennsylvania.
19. TERM. This Proposal will be valid for a period of ninety (90) days from the date of this agreement, unless otherwise extended in writing by both parties.