GENERAL TERMS AND CONDITIONS FOR SERVICES
- Services. This Agreement is entered into between Client and Providence Engineering and Environmental Group LLC (“Consultant”) wherein Client engages Consultant to provide professional services (“Services”) in connection with the project described in the proposal (“Project”) to which these General Terms and Conditions are attached. Client agrees that services not specifically described in the Scope of Services identified in Consultant’s proposal are not included in the Scope of Services described by Consultant. This Agreement, including the proposal, any proposal revisions and Rate Schedule, represents the entire Agreement between the parties and supersedes any and all agreements between the parties, either oral or in writing.
- Compensation. Client shall pay Contractor for services in connection with the Project at the rates specified by Consultant in this Agreement “Rate Schedule,” Client acknowledges that the rates listed on the Rate Schedule are subject to change and agrees that such changes shall act to modify the Rate Schedule under this Agreement immediately upon notification by Consultant to Client of same, unless Client provides Consultant a written objection within ten (10) days upon receipt upon such notification.
- Payment. Consultant shall submit monthly invoices, setting forth the nature and time spent in the performance of services rendered in the previous month, along with such records, receipts, or other evidence of payment for items for which reimbursement is requested by Consultant from Client. Client has fifteen (15) days upon receipt to notify Consultant of any invoicing disputes otherwise payment shall be made by Client within thirty (30) days from the date of such invoice.
- Work Product. Services provided under this Agreement, including all reports, information, recommendations, or opinions (“Reports”) prepared or issued by Consultant, are for the exclusive use and benefit of Client or its agents in connection with the Project, are not intended to inform, guide or otherwise influence any other entities or persons with respect to any particular business transactions, and should not be relied upon by any entities or persons other than Client or its agents for any purpose other than the Project. Client will not distribute or convey such Reports to any other persons or entities without Consultant’s prior written consent which shall include a release of Consultant from liability and indemnification by the third party. Consultant’s Reports, boring logs, maps, field data, drawings, test results and other work products are part of Consultant’s professional services, do not constitute goods or products and are copyrighted works of Consultant. However, such copyright is not intended to limit the Client’s use of its work product in connection with the Project.
- Confidentiality. Client shall only utilize information received from Consultant for the purpose of providing the services contemplated under this Agreement. Client shall not divulge, directly or indirectly, any information acquired by Client from Consultant in the performance of this Agreement to any third party without the express written consent of Consultant. Any demand for such information shall be forwarded to Consultant within forty-eight (48) hours of receipt of such demand by Client.
- Standard of Care. Consultant will strive to perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the Consultant’s profession practicing in the same locality under similar circumstances at the time the services are performed. This Agreement creates no other representation, warranty or guarantee, express or implied.
- Limitation of Liability. Consultant’s potential liability to Client and others is grossly disproportionate to Consultant’s fee due to the size, scope, and value of the Project. Therefore, unless Client and Consultant otherwise agree in writing in consideration for an increase in Consultant’s fee, Client, including its directors, officers, partners, employees, agents, contractors and their respective assigns, agree to limit Consultant’s liability (whether arising from contract, statutory violation or tort) to the amount of Consultant’s fee. This limitation of liability shall apply to all phases of Services performed in connection with this Project, whether subsequent to or prior to the execution of this Agreement. In no event shall Consultant be liable for consequential, incidental or special damages.
- Samples. All samples shall remain the property of the Client. Client shall promptly, at its cost, remove and lawfully dispose of samples, cuttings and hazardous materials. Consultant shall preserve samples obtained no longer than sixty (60) days after the issuance of any document that includes the data obtained from those samples, unless otherwise agreed to by the parties. After that date, Consultant may dispose of the samples or return them to Client at Client’s cost.
- Client Responsibilities. Client shall bear sole responsibility for (a) jobsite safety; (b) notifying third parties including any governmental agency or prospective purchaser, of the existence of any hazardous or dangerous materials located in or around the Project site; and (c) providing and updating Consultant with accurate information regarding existing conditions, including the existence of hazardous or dangerous materials, proposed Project site uses, the correct location of Project property boundaries, any change in Project plans, and all subsurface installations, such as pipes, tanks, cables and utilities within the Project site. Client shall cooperate with all requests by Consultant, including obtaining permission for access to the Project site. Client releases Consultant from liability for any incorrect advice, judgment or decision based on inaccurate information furnished by Client or others. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including hazardous materials, encountered on the site, Consultant shall immediately stop work in the affected area and report the condition to Client.
- Suspension and/or Cancellation. Should either Party be unable to fulfill its obligations under this Agreement in a timely and professional manner, the other Party shall have the right to cancel or suspend this Agreement with ten (10) days written notice. Neither Party shall be considered in default hereof should its failure to fulfill its obligations hereunder be the result of forces beyond that Party’s control.
- Indemnification. To the fullest extent permitted by law, Client, including its directors, officers, partners, employees, agents, contractors and their respective assigns, agrees to indemnify, defend, and hold harmless Consultant, its directors, officers, employees and subcontractors from and against all claims, liability, damages, or expenses (“Claims”) arising out of, in connection with or relating to any alleged act, failure to act, or other conduct of Client, including but not limited to, Claims alleging the negligence or other fault of Client, but specifically claims arising out of Client’s sole negligence or willful misconduct. Client shall indemnify and defend Consultant against such claims even if Client is partially or wholly without fault for such Claims.
- Changed Conditions. If during the course of performance of this Agreement conditions or circumstances are discovered which were not contemplated by Consultant at the commencement of this Agreement, Consultant shall notify Client of the newly discovered conditions or circumstances, and Client and Consultant shall renegotiate, in good faith, the terms and conditions of this Agreement. If amended terms and conditions cannot be agreed upon within thirty (30) days after notice, Consultant may terminate this Agreement and Consultant shall be paid for its services through the date of termination.
- Governing Law. The provisions of this Agreement and any documents that will be delivered pursuant hereto shall be governed by and construed in accordance with the laws of the State of Louisiana. If any term is deemed unenforceable, the remainder of the Agreement shall stay in full force and effect.
- Additional Provisions. Neither party may assign its interest in this Agreement without the prior written consent of the other. Any modification to this Agreement will be effective only if it is in writing signed by the party to be bound, except that if Consultant has performed services in reliance on Client’s verbal approval to proceed, Client shall be bound by such verbal approval. One or more waivers of any term, condition or covenant by either party shall not be construed as a waiver of any other term, condition or covenant. Consultantmay elect to subcontract portions of the Services to a qualified subcontractor, but this does not relieve the Consultant from any obligations of the Agreement hereof.
Last Updated: May 1, 2011