AG 2004 05 17 - Laserfiche WebLink

Home Browse Search

MAY.04'2004 16:06 704 333 0845 KIMLEY-HORN CHARLOTTE #4246 P.018/019 documents without written authox~t~ou or adaptation by the Consultant will be at the Client's sole risk and without liability to the Consultant, ~-_4 the Client ~1,,11 tnd~:~+~, defend and hold the Consultant harmless fl~m 8II cleans, damalms, losses and expenses, inc),.,.4ing but not thnited to attorneys' fees, resulting there/k,m. Any authorization or adaptation ~ entitle the Consultant to further compensation at rates to be agreed upon by ~ Client and the Cousulmnt. Any electronic files are provided only for the convenienc~ of the Client, mul use of thegn is nt the Cltent's sole risk, In the case of any defects in the electronic ftles of any discrepancies between them and hSe hardcopy of the doo_mm,,uts prepared by the Consultant, the hardcopy shall l~overn. Only prinl~l copies of doctenents conveyed by the Consultant may be relied upon. Because dam stored in electronic ~ format can deteriorate or be modified without authorization of the data'$ creator, the Client has 60 days to perform ncceptn.~c tests, si%er wh/ch it shall be deemed to have accepted the data transferred. (7) Opinions of Cost Because the Conmdtant does not control the cost of labor, materials, equipment or services furnished by others, me~mda of d.t..,,,.~.!-.~ prices, or conlpeti~ b/ddin~ or mn,teat conditions, any opinions rendered as to costs, includin~ but not limited to opinions as to the costs of construction and materials, shaft be mede on the basis of its experience and represent its judgment as an experienced and q-stifled professional, familiar With th~ industry. Th~ Comultant cannot and does not guarantee that proposals, bids or actual costs will not vat~/f~om its opinions of cost. If thc Client wishes ~mter assurance as to the amount of an), cost, it shall employ an independent cost estimator. Consultanfs services required to brin~ costs wiml- any l~mltation established by the Client will be paid for as Additional Services. ($) Tet~nlnaflon The obligation to l~ovide further services under this Agreement may be twminated by either party upon seven days' written notice in the event of substantial failure by the other pm~y to perfon~ in accordance with the terms he,of through no fault of the terminating party, or upon thirty ~ys' written notice for the convenience of the terminating party. In the event of any termination, the Consultant shall be pa~d for aJl services rendered a~d expenses incurred to the efl~ctiv, e date of termination, and other re~onabie expenses incur~d by the Consultant as a result of such t~m~nation. If the Consultant's compensation is a feted fee, the attqoul~t pa~ble for servic~ will be a proportioned amount of the total fee based on the ratio ofli~ amount of the services performed, as rea.wnably determined bl, the Consultant. to the teal amount of services which were to have been performed. (9) Insurance ~ Consultunt is protected by Workers' Compensation insurance, professional liability insurance, and i~nernl liability ~tsurnnce nad will exchange certificates of instn~sce upon X~lUeSt. If the Cgient directs the Comultant to obtain increased insurance coveraga, or if the nature of the Consultn~es activitie~ requires additionsJ insurance coverage, the Consultant will ~ out such additional insurance, if obtnirmble, et the Client's expense. (10) Liability In perforn~n~ its prof~__ional services, the Consultant will use the! degree of care ~nd ~i~i1! ord;,arily exercised, under similar circ~-~mnces, by reputable members of its profession in the same locality at the time the services are provided. No wananty, express or implied, is made or intended by the Consultant's under,ni~-~ herein or its performance of services, and it is a~reed that the Consultant is not a ~duchry with respect to the Client. To the fullest ~ of the law, and notwithP,,-,4i.g any other provisions of this At~'ment, the teal liability, in the aggregate of the Conmtltant and the Consultant's officers, directors, employees, agents, and mbconsultsnts to the Client or to an)one .mi~.g by. through or under the Client, for any and all claims, losses, costs or danmgas what. ever arising out et; resulting ~om or in any way related to the services under this Agreement from any cause or causes, including but not limited to, the ne$1isence, professional errors or omissions, slrict HabiHty or breach of contract or any wan-anty, express or implied, of the Consultant or the Comulmm% officers, directors, .~,~,ioyees, agents, and subcon.mltanm, shall not exceed twice the tolal compensation received by the Consultant under this Agreement or $50,000, whichever is greater. Under no cire-m.~t-.ees shall the Consultant be liable for lost lxoftts or consequentts! damages, for extra costs or other consequences due to chan~ed conditions, or for costs related to the failure of contractors to perform work in accordance with thc plans and specifications. (11) Cerfffleaflons The Consultant shall not be requited to execute any certifications or other documents tlutt might, in the judgtnent of the Consultant, increase the Consultant's t~sk or affect the availability, applicability, or cost of its insurnnce. (12) Expenses of Litigation If IR~ation or arbitt~tion related to the services performed is initiated against the Cousultant by the Clieut, its con~ctors, or subcontTdcto13, and such proceeding con~ludes w~th the eut~ of a ~udgment or aw'd~ favorable to the Consultant, thc CI~ shah reiraburse the Consultant its reasonable attorneys' foes, reasonable experts' fees, and other expenses related to the proceeding. Such expenses shall inolude the cost, det~-~.~.,d at the Consultants norm*l hourly biHi~ rates, of the time d~voted to the proceedings by the Consultant's employees. (13) DisputeResolutlon All claims by the Cltent ~sin$ out of th~s A~ement or its breach shall be submitted first to mediation in accordance with the Construction hd~lry Mediation Rules of the American A~bitratton Association as a coudJfion precedent to litigation. Any mediation or ci~l action by Client must be conunenced wiR~in one year of the nccnml of the ~ause of aclion averted but in no event later than al]owed by applicable statutes. rev 2/03 2