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other written agreement as to price. An estimated cost is
<br />not a firm figure unless stated as such and you should
<br />allow for a contingency in addition to estimated costs.
<br />4.2 You agree to notify us of billing disputes within 15 days
<br />and to pay undisputed portions of invoices within 30
<br />days of invoice date. For balances not paid under these
<br />terms, you agree to pay interest on unpaid balances
<br />beginning 10 days after invoice date at the rate of 1.5%
<br />per month, but. not to exceed the maximum rate allowed
<br />by law.
<br />4.3 If you direct us to invoice another, we will do so, but you
<br />agree to be responsible for our compensation. unless you
<br />provide us with that person's written acceptance of the
<br />terms of our Agreement and we agree to extend credit to
<br />that person.
<br />4.4 You agree to compensate us in accordance with our fee
<br />schedule if we are asked or required to respond to legal
<br />process arising out of a proceeding to which we are not
<br />a party.
<br />4.5 If we are delayed by factors beyond our control, or if the
<br />project conditions or the scope of work change, or if the
<br />standards change, we will receive an equitable
<br />adjustment of our compensation.
<br />4.6 In consideration of our providing insurance to cover
<br />claims made by you, you hereby waive any right of offset
<br />as to payment otherwise due us.
<br />Section 5: Disputes, Damage, and 62isk Allocation
<br />5.'I Each of us will exercise good faith efforts to resolve
<br />disputes without litigation. Such efforts will include a
<br />meeting attended by each party's representative
<br />empowered to resolve the dispute. Disputes (except
<br />collections) will be submitted to mediation as a condition
<br />precedent to litigation.
<br />5.2 We will not be liable for special, incidental,
<br />consequential, or punitive damages, including but not
<br />limited to those arising from delay, loss of use, loss of
<br />profits or revenue, loss of financing commitments or
<br />fees, or the cost of capital.
<br />5.3 We will not be liable for damages unless you have
<br />notified us of your claim within 30 days of the date of
<br />your discovery of it and unless you have given us an
<br />opportunity to investigate and to recommend ways of
<br />mitigating damages, and unless suit is commenced
<br />within two years of the earlier of the date of injury or loss
<br />and the date of completion of the Services.
<br />5.4 For you to obtain the benefit of a fee which includes a
<br />reasonable allowance for risks, you agree that our
<br />aggregate liability will not exceed the fee paid for our
<br />services or $50,000, whichever is greater, and you agree
<br />to indemnify us from all liability to others in excess of
<br />that amount. If you are unwilling to accept this allocation
<br />of risk, we will increase our aggregate liability to
<br />$100,000 provided that, within 10 days of the date of our
<br />Agreement, you provide payment in an amount that will
<br />increase our fees by 10%, but not less than $500, to
<br />compensate us for the greater risk undertaken. This
<br />increased fee is not the purchase of insurance.
<br />5.5 If you fail to pay us within 60 days following invoice date,
<br />we may consider the default a total breach of our
<br />Agreement and, at our option, we may terminate all of
<br />our duties without liability to you or to others.
<br />5.6 If we are involved in legal action to collect our
<br />compensation, you agree to pay our collection
<br />expenses, including reasonable attorneys' fees.
<br />5.7 The law of the state in which the project site is located
<br />will govern all disputes. Each of us waives trial by jury.
<br />No employee acting within the scope of employment
<br />shall have any individual liability for his or her acts or
<br />omissions and you agree not to make any claim against
<br />individual employees.
<br />Section 6: Indernnification
<br />6.1 Each of us will indemnify and hold harmless the other
<br />from and against demands, damages, and expenses to
<br />the comparative extent they are caused by the negligent
<br />acts, omissions, or breach of contract of the
<br />indemnifying party or of those others for whom the
<br />indemnifying party is legally responsible.
<br />6.2 To the extent that may be necessary to indemnify either
<br />of us under Section 6.1, you and we expressly waive, in
<br />favor of the other only, any immunity or exemption from
<br />liability that exists under any worker compensation law.
<br />Section 7: Miscellaneous Provisions
<br />7.'I We will provide a certificate of insurance to you upon
<br />request. Any claim as an Additional Insured shall be
<br />limited to losses caused by our sole negligence.
<br />7.2 This Agreement is our entire agreement, and it
<br />supersedes prior agreements. Only a writing signed by
<br />both of us making specific reference to the provision
<br />modified may modify it.
<br />7.3 Neither of us will assign this Agreement without the
<br />written approval of the other. No other person has any
<br />rights under this Agreement.
<br />7.4 A writing may terminate this Agreement. We will receive
<br />an equitable adjustment of our compensation if our work
<br />is terminated prior to completion as well as our fees and
<br />expenses on the basis agreed upon through the effective
<br />date of termination.
<br />7.5 We will not discriminate against any employee or
<br />applicant for employment because of race, color, creed,
<br />ancestry, national origin, sex, religion,. age, marital
<br />status, affectional preference, disability, status with
<br />regard to public assistance, membership or activity in a
<br />local human-rights commission, or status as a specially
<br />disabled, Vietnam-era, or other eligible veteran. We will
<br />take affirmative action to ensure that applicants are
<br />considered, and employees are treated during their
<br />employment, without regard to those factors. Our actions
<br />will include, but are not limited to notifications, hiring,
<br />promotion or employment upgrading, demotion, transfer,
<br />recruitment or recruitment advertising, layoffs or
<br />terminations, rates of pay and other forms of
<br />compensation, and selection for training or
<br />apprenticeship. End of Standard Terms
<br />G:\Templatel8arr Client\portal upload\BarrClient_SdTerms_ProfServ.dot Ver. 11/06/06
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