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GENERAL TERMS AND CONDITIONS
<br />These General Terms and Conditions,together with the professional services
<br />agreement,constitute the “Agreement”between DCI and Client.This Agreement
<br />shall become effective immediately upon execution by Client or upon Client’s written
<br />direction (including by electronic mail)to proceed with the services,and shall remain
<br />in effect unless and until amended or superseded by a written agreement executed
<br />by both parties
<br />STANDARD OF CARE:DCI shall perform its services consistent with the degree of
<br />skill and care ordinarily exercised by members of the same profession currently
<br />practicing in the same or similar locality under the same or similar circumstances
<br />DCI makes no warranty with respect to its services,express or implied.
<br />CLIENT FURNISHED INFORMATION:Client shall provide DCI with a survey
<br />describing the physical characteristics,legal limitations and utility locations for the
<br />Project site,a written legal description and geotechnical reports.DCI shall be entitled
<br />to rely on,and shall not be responsible for the accuracy,completeness or timeliness,
<br />of services and information furnished by Client and Client’s consultants,contractors
<br />and agents.
<br />PAYMENTS:Client’s failure to pay any invoice within 30 days of the invoice date
<br />shall constitute a material breach of this Agreement by Client and DCI shall have the
<br />right to suspend its services,including the withholding of deliverables,without liability
<br />to the Client for any costs or damages resulting from such suspension.Amounts
<br />unpaid 30 days after the invoice date will be subject to a monthly finance charge of
<br />1.5%on the unpaid balance or maximum rate allowed by law,whichever is less.
<br />Client shall have no right of setoff against any billings of DCI for disputed services or
<br />claims.
<br />ADDITIONAL SERVICES:Additional Services may be provided after execution of this
<br />Agreement without invalidating the Agreement.DCI will notify Client of the need to
<br />perform Additional Services.Additional Services shall entitle DCI to compensation as
<br />agreed upon by the parties.
<br />DELAY:DCI shall not be liable for any costs or delays resulting in whole or in part
<br />from causes beyond the control and without the fault or negligence of DCI or its
<br />subconsultants,including,without limitation,stoppages and strikes,acts of God and
<br />natural disaster,failure of a public agency to act in a timely manner,and/or acts of
<br />Client and its consultants,contractors and agents,including,without limitation,their
<br />failure to furnish information in timely fashion and/or their faulty or untimely
<br />performance
<br />CONTINGENCY RESERVE:Client and DCI acknowledge that changes may be
<br />required because of possible omissions,ambiguities or inconsistencies in the Project
<br />plans and specifications and that the costs of the Project as a result may exceed the
<br />construction contract sum.Client agrees to establish a reasonable design contingency
<br />reserve (no less than 5%of anticipated construction costs)to pay for any such costs.
<br />Client further agrees not to make any claim against DCI with respect to any payments
<br />made to any construction contractors within the limit of the design contingency reserve.
<br />INDEMNIFICATION:Client shall indemnify and hold harmless (but not defend)DCI,
<br />its officers and employees,from and against any and all damages,losses and
<br />expenses (including reasonable attorney’s fees)arising from claims by third parties
<br />to the extent caused by the negligence or willful misconduct of Client,its employees
<br />or anyone for whom Client may be legally responsible.For purposes of the foregoing
<br />indemnification provision only,Client waives any immunity it may have under any
<br />applicable worker’s compensation laws.
<br />LIMITATION OF LIABILITY:In recognition of the relative risks,rewards and benefits
<br />of the Project to both Client and DCI,the risks have been allocated such that Client
<br />agrees that DCI’s maximum liability to Client for any and all injuries to persons or
<br />property,claims,losses,expenses,damages,legal fees or costs,and claim
<br />expenses,whether arising out of DCI’s breach of this Agreement,or arising out of
<br />DCI’S breach of duties owed independent of this Agreement,if any,including but not
<br />limited to breach of warranty,indemnity,negligence,strict liability,or other tort or
<br />statutory cause or causes,or otherwise related to formation of this Agreement or
<br />services rendered by DCI in connection herewith,or any amendment thereto,shall
<br />not exceed ten times DCI’S fee or $500,000,whichever is less.In the event that the
<br />foregoing is deemed unenforceable by a court or arbitrator having jurisdiction,DCI’S
<br />liability shall in no event exceed any limits of liability insurance then available at the
<br />time of settlement or judgment.
<br />CONSEQUENTIAL DAMAGES:DCI and Client waive consequential damages for
<br />claims,disputes or other matters in question arising out of or relating to this Agreement
<br />This mutual waiver is applicable,but not limited,to lost profits,loss of capital,loss of
<br />use,or any other indirect,special or consequential damage,whether arising in contract,
<br />tort,warranty or strict liability.
<br />INSTRUMENTS OF SERVICE:DCI’s Instruments of Service (as defined in AlA
<br />Document A2O1TM-2017)will be prepared and are intended for use solely for this
<br />Project.DCI’s Instruments of Service also include any Buitding Information Models
<br />(BIM)or other electronic files (“Digital Media Files”)prepared by DCI.DCI shall retain
<br />all rights,including ownership and copyright,to the Instruments of Service.Provided
<br />Client substantially performs all obligations under this Agreement,including prompt
<br />payment of all sums when due,DCI grants Client a non-exclusive license to use the
<br />Instruments of Service solely and exclusively for purposes of constructing,using and
<br />maintaining the Project If Client modifies or uses DCI’s Instruments of Service without
<br />retaining DCI,then Client releases DCI from and against any liability,claims or
<br />damages arising out of such use and further agrees to defend,indemnify,and hold
<br />harmless DCI from and against any liability,claims or damages arising out of such
<br />use.Except for rightful termination of this Agreement by Client,termination of this
<br />Agreement shall terminate the license granted in this section.DCI shall have the right
<br />to include photographic or artistic representations of the Project among DCI’s
<br />promotional and professional materials.
<br />DIGITAL MEDIA FILES.DCI may provide certain Digital Media Files,including DCI’s
<br />BIM model,to Client upon request,but any use of the Digital Media Files by the Client
<br />shall be at Client’s sole risk.DCI does not warrant the Digital Media Files in any way.
<br />Unless otherwise specified in this Agreement,only the officially-issued,stamped and
<br />signed documents are to be interpreted as correct.Client agrees to not further
<br />disseminate the Digital Media Files without DCI’s prior written consent.
<br />PROJECT SITE:DCI shall not have control over,charge of,or responsibility for
<br />construction means,methods,techniques,sequences or procedures,or for safety
<br />precautions and programs in connection with construction of the Project,nor shall DCI
<br />be responsible for any contractor’s failure to construct the Project in accordance with
<br />the requirements of the construction agreement.DCI shall have no responsibility for
<br />the discovery,presence,handling,removal or disposal of,or exposure of persons to,
<br />hazardous materials or toxic substances in any form at the Project site.
<br />MEDIATION:DCI and Client agree that as a condition precedent to any litigation,all
<br />disputes arising out of or relating to this Agreement or DCI’s services shall be
<br />submitted to mediation.The cost of the mediator shall be shared equally by the parties
<br />DCI and Client further agree to include the foregoing provision in any and all
<br />agreements with independent contractors and consultants retained for the Project.
<br />LAW AND FORUM:This Agreement shall be governed by and construed in
<br />accordance with the laws of the State of Washington,without reference to laws
<br />regarding choice of law.Any mediation or litigation relating to this Agreement shall be
<br />brought in Seattle,WA
<br />CORPORATE RESPONSIBILITY:DCI’s services shall not subject DCI’s individual
<br />employees,officers or directors,including any engineer who affixed his or her seal to
<br />the plans for the Project,to any personal legal exposure for the risks associated with
<br />this Project.Client agrees that as Client’s sole and exclusive remedy,any claim,
<br />demand or suit shall be directed and/or asserted only against DCI,a Washington state
<br />corporation,and not against any of DCI’s individual employees,officers or directors.
<br />TERMINATION:Either party may terminate this Agreement upon not less than seven
<br />(7)days’written notice should the other party fail to substantially perform in
<br />accordance with the terms of this Agreement through no fault of the party initiating the
<br />termination.
<br />THIRD PARTIES:Nothing contained in this Agreement shall create a contractual
<br />relationship with,or a cause of action in favor of,a third party against either DCI or
<br />Client.Neither DCI nor Client shall assign this Agreement without the written consent
<br />of the other.
<br />RIGHTS CUMULATIVE:All rights and remedies of either party under the Agreement,
<br />at law and in equity,will be cumulative and not mutually exclusive;the exercise of one
<br />right or remedy will not be deemed a waiver of any other right or remedy.
<br />ENTIRE AGREEMENT:If any term,condition or provision of this Agreement,or the
<br />application to any circumstances is determined to be invalid or unenforceable to any
<br />extent,the remaining provisions of this Agreement shall not be affected but shall
<br />instead remain valid and fully enforceable Neither party has relied upon any
<br />statement,estimate,forecast,projection,representation except for those expressly
<br />contained in this Agreement.This Agreement incorporates and supersedes all prior
<br />negotiations,agreements and representations.
<br />COUNTERPARTS:This Agreement may be executed in any number of counterparts,
<br />each of which shall be deemed an original but all of which together shall constitute
<br />one complete instrument Transmission by fax or electronic mail of an image of an
<br />executed counterpart shall have the same binding effect as the hand-delivery of a
<br />manually-signed original.
<br />June 2022
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