|
that Woolpert's officers, partners, agents, and employees will have no personal liability for any damages
<br />arising out of or relating to this Agreement.
<br />
<br />6.11 Standard of Care: Woolpert agrees to perform services in a manner consistent with that degree of
<br />care and sldll ordinarily exercised by members of the same profession currently practicing under similar
<br />circumstances. Woolpert makes no other warranties, express or implied, under this Agreement or
<br />otherwise, in connection with these Professional Services.
<br />
<br />6.12 Waiver: Any failure by Woolpert to require strict compliance with any provision of this Agreement
<br />shall not be construed as a waiver of such provision, and Woolpert may subsequently require strict
<br />compliance at any time, notwithstanding any prior failure to do so.
<br />
<br />6.13 Relationship: Woolpert is an independent contractor to the Client in performing its Services under
<br />this Agreement and is not an employee, agent, joint-venturer, or partner of the Client.
<br />
<br />6.14 Client Responsibilities: The Client shall provide Woolpert all pertinent data, criteria, and
<br />information including but not limited to design objectives and constraints, space and use requirements,
<br />operational information, budgetary limits, flexibility and expandability requirements, and any other
<br />available project data such as sketches, reports, prior designs, soil tests, surveys, and plans. Woolpert
<br />shall be entitled to rely on any and all information provided pursuant to this provision. The Client shall
<br />review WooIpert's work thoroughly and promptly, provide direction as necessary, and, if the Client at any
<br />time becomes aware of any defect, shall give notice of such defect in the work or services provided. The
<br />Client shall provide access to the project site. The Client shall be responsible for payment of any
<br />governmental or other similar fees associated with permits or plan review.
<br />
<br />6.15 Severability: Any provision of this Agreement later held to be unenforceable for any reason shall be
<br />deemed void, and all remaining provisions shall continue in full force and effect.
<br />
<br />6.16 OwnershipfReuse of Documents: Al1 plans, drawings, and other documents (including electronic
<br />files or documents) prepared or furnished by Woolpert pursuant to this Agreement are instruments of
<br />service, and Woolpert shall retain all ownership and property interests therein whether or not the project
<br />is completed. The Client may make and retain copies for information and reference in connection with the
<br />use and occupancy of the project by the Client; however, such documents are not intended or represented
<br />to be suitable for reuse by the Client. Any reuse will be at the Client's sole risk unless Woolpert, for
<br />compensation to be agreed upon, reviews and adapts such documents. The Client shall indemnify and
<br />hold Woolpert, its officers, partners, employees, agents, and lower-tier consultants harmless from all
<br />claims, damages, losses, and expenses including reasonable attorneys' fees and costs of defense arising
<br />out of or resulting from this Paragraph 6.16 or Paragraph 6.17.
<br />
<br />6.17 Electronic/CADD Documents: Woolpert deliverables, if specifically provided in the Scope of
<br />Services, may include, as a convenience to the Client, electronic computer-aided design and drafting
<br />(CAI)D) files. Unless specifically directed otherwise by the Client prior to execution of this Agreement,
<br />electronic files shall be developed based on Woolpert's standard practice. In the case of any discrepancy
<br />or difference between electronic files and hard copies of drawings or files, hard copies shall control. Due
<br />to the easily alterable nature of electroule files, Woolpert makes no warranties, either express or
<br />implied, with respect to the accuracy, completeness, merchantability, or fitness for any particular
<br />purpose, including, but not limited to, performance of electronic files in cost estimating, quantity
<br />calculating, survey layout, or other software used by the Client or any other consultant or
<br />contractor. The Client shall not make or permit to be made any copies or any modification to electronic
<br />media, plans, and specifications without the prior written authorization of Woolpert. Woolpert shall not
<br />
<br />Woolpert Professional Service Agreement
<br />9/9/99 Cabarms County, NC 4 Psa-3,~
<br />
<br />
<br />
|