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Short Form Agreement
<br />Page 2 of 3
<br />Version1.0 07012017
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<br />TERMS AND CONDITIONS
<br />Services provided by COMPANY under this Agreement will be performed in a manner consistent with that degree of
<br />care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the
<br />same or similar locality.
<br />Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
<br />party against either the CLIENT or the COMPANY. COMPANY’s services under this Agreement are being performed
<br />solely for the CLIENT’s benefit, and no other party or entity shall have a ny claim against COMPANY because of this
<br />Agreement or the performance or nonperformance of services hereunder. The CLIENT and COMPANY agree to require
<br />a similar provision in all contracts with contractors, subcontractors, sub-consultants, vendors and other entities involved
<br />in this project to carry out the intent of this provision.
<br />In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion
<br />of the project, the CLIENT and COMPANY agree that all disputes between them arising out of or relating to this
<br />Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. The CLIENT and
<br />COMPANY further agree to include a similar mediation provision in all agreements with independent contractors and
<br />consultants retained for the project and to require all independent contractors and consultants also to include a similar
<br />mediation provision in all agreements with subcontractors, sub-consultants, suppliers or fabricators so retained, thereby
<br />providing for mediation as the primary method for dispute resolution between the parties to those agreements.
<br />If litigation arises for purposes of collecting fees or expenses due under this Agreement, the Court in such litigation shall
<br />award reasonable costs and expenses, including attorney fees, to the party justly entitled thereto. In awarding attorney
<br />fees, the Court shall not be bound by any Court fee schedule, but shall, in the interest of justice, award the full amount
<br />of costs, expenses, and attorney fees paid or incurred in good faith.
<br />All reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates and other document s
<br />including all documents on electronic media prepared by COMPANY as instruments of service shall remain the property
<br />of COMPANY.
<br />All project documents including, but not limited to, plans and specifications furnished by COMPANY under this project
<br />are intended for use on this project only. Any reuse, without specific written verification or adoption by COMPANY, shall
<br />be at the CLIENT's sole risk, and CLIENT shall defend, indemnify and hold harmless COMPANY from all claims,
<br />damages and expenses including attorney's fees arising out of or resulting therefrom.
<br />Under no circumstances shall delivery of electronic files for use by the CLIENT be deemed a sale by the COMPANY,
<br />and the COMPANY makes no warranties, either express or implied, of merchantability and fitness for any particular
<br />purpose. In no event shall the COMPANY be liable for indirect or consequential damages as a result of the CLIENT’s
<br />use or reuse of the electronic files.
<br />Because electronic file information can be easily altered, corrupted, or modified by other parties, either intentionally or
<br />inadvertently, without notice or indication, COMPANY reserves the right to remove itself from of its ownership and/or
<br />involvement in the material from each electronic medium not held in its possession. CLIENT shall retain copies of the
<br />work performed by COMPANY in electronic form only for information and use by CLIENT for the specific purpose for
<br />which COMPANY was engaged. Said material shall not be used by CLIENT or transferred to any other party, for use in
<br />other projects, additions to this project, or any other purpose for which the material was not strictly intended by
<br />COMPANY without COMPANY’s expressed written permission. Any unauthorized use or reuse or modifications of this
<br />material shall be at CLIENT’S sole risk. Furthermore, the CLIENT agrees to defend, indemnify, and hol d COMPANY
<br />harmless from all claims, injuries, damages, losses, expenses, and attorney's fees arising out of the modification or
<br />reuse of these materials.
<br />The CLIENT agrees that the General Contractor is solely responsible for job site safety, and warrants that this intent
<br />shall be made evident in the CLIENT's Agreement with the General Contractor. The CLIENT also agrees that the
<br />CLIENT, COMPANY and COMPANY’s consultants shall be indemnified and shall be made additional insureds on the
<br />General Contractor’s and all subcontractor’s general liability policies on a primary and non -contributory basis.
<br />The CLIENT shall make no claim for professional negligence, either directly or in a third party claim, against COMPANY
<br />unless the CLIENT has first provided COMPANY with a written certification executed by an independent design
<br />professional currently practicing in the same discipline as COMPANY and licensed in the State in which the claim arises.
<br />The CLIENT agrees, to the fullest extent permitted by law, to limit th e liability of COMPANY and COMPANY’s officers,
<br />directors, partners, employees, shareholders, owners and sub-consultants to the CLIENT for any and all claims, losses,
<br />costs, damages of any nature whatsoever or claims expenses from any cause or causes, inclu ding attorneys' fees and
<br />costs and expert witness fees and costs, so that the total aggregate liability of COMPANY and its officers, directors,
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