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Terms and Conditions
<br />1, SUBCONSULTANTsliall perform tlieservices undertaken according to this
<br />Agreement in the samenianner and to Uie same extent -that PROFESSIONAL
<br />is bound by the Prime Agreement to_perforrn those services for OWNER. Ail
<br />provisions in the Prime Agreement binding PROFESSIONALto OW NER shall
<br />be 'equally applicable and binding upon SUBCOh4SULTA1g7` to.
<br />?ROFESS10NAl.:. The, performance. of SUBCONSULTANT shall be
<br />'sosfactory Id both.P-130FESStONAL and OWNER, If OWNER reduces the
<br />scope of the services to be petormad by PROFESSIONAL in any way,.
<br />PROFESSIONAL shalt have the right ld.reduce the services required by
<br />Su'BbbNSOLTANT, and the compensation due therefore, to the extent that
<br />the reduction inthe scope of the work by DINNER encompasses_ services:to
<br />be performed by SUBCONSULTANT.
<br />2. WPCONSULTANT S services shalt be performed ina character, sequenrP
<br />grid firming so thatthe same will be coordinated with those ofPROFESSlONAL
<br />and all other suboonsultanfs for the Pfajecti SUBCONSULTANT agrees that
<br />PROFESSOONAL shat- not be liable to SUBCONSULTANT for damages,
<br />delays, or oiher injuries suffered bySUBCONSULTANT as a.resuit of acts or
<br />,remissions by any other party fnctudlng: subwnsultants arising out of the
<br />performance of's=-rAces with regato to -the Project.
<br />3. Sul CONSULTAN is .an independent contractor and is responsible for ihe
<br />fnethods.and means used In performing services under thisAgreemeneand is
<br />trot an agentcifor a joint venturer with PROFESSIONAL
<br />4. SUBCONSULTANT shalt,.at SUBCONSULTANT'S own.expense, obtain all
<br />data andanformall on necessary for the performance of SUB.CONSULTANPS
<br />SenYices under this AcireemenL SUBCONSULTANT shall be responsible to
<br />see that the documents prepared by SUBCONSULTAW and the services of
<br />SUBCONSULTANT rendered hereunder oohfam to all applicable laves; rules;
<br />itgul"ons, ordinances,_ codes; orders and special requirements of the place
<br />Mere the Project is located:.Ali ofSUBCONSULTANrS communicatlonswith
<br />respect- to the Project and the Per}omance hereunder shall be through*
<br />PROFESSIONAL
<br />5. SUBCONSULTANT shall submlf=monthlysTatements forservicesrendered'
<br />hereunder: 'If PROFESSIONAL for any reason objects to .arty statement
<br />submilled by. SUBCONSULTANT, PROFESS 4& shall "sb advise
<br />SUBCONSULTANT in writing, giving the reasons therefore,.PROFESSiONAL
<br />shall pay SUBCONSULTANTS statements within fourteen (14) days of the
<br />fime.PROFESSIONAL receives -payment finm'•OifirNER wraith respect to the
<br />performance of SUBCONSULTANT. IV is, intendedt{tat payments eta
<br />SUBCONSULTANT will be. -made as, PROFESSIONAL is paid by.OYt'NER
<br />underthe Prime Agreementandthat.PROFESSiONALshali exEttreastinable
<br />and diligenteftortsto collectfimelypaymentfrom OWNER. PROFESSiONAL
<br />shall not be obligated to pay SUBCO14SULTANT for statements submitted
<br />unless and until OWNER pays,PROFESSIONALonaccount thereof,provided;
<br />however, in the Event OWNER acknowledges that SUBCONSULTMT'S
<br />performance. is satisfactory. and payment "is notvnthheld by OWNER from
<br />PROFESSIONAL as a result of the performance by.SUBCONSULTANT, and
<br />SUBCONISULTANT'S performance is otherwise satisfactory' to
<br />PROFESSIONAL, PROFESSIONAL -shall pay all amounts: :jue
<br />SUB.CONSULTANTwithin a --reasonable Gme therea-fter.
<br />6; This Agreement may tie te.minated.by SUBCONSULTA,NTuponthiriX-(36)
<br />da}'s prlorwrittennotice.to PROFESSIONAL in tbe.event of substantial failure
<br />fly PROFESSIONAL to perfopn in accordance tivith the t.errhs hereof through
<br />no fault of SUBCONSULTANT Thls. Agreement may be terminated. by
<br />PROFESSIONAL v,fthout-cause upon thirty (30) days prior written notice to
<br />SUBCONSULTANTand,maybeterminated_byPROFESSIONAL Oth.cause
<br />upon three (S) d"aye' prior written notice to SUBCONSULTANT: This
<br />Agreement a411 automatically terminate upon- termination of the Prime
<br />Agieernent PROFESSiONALwllpromptlynokr.ySUBCONSULTANTofsuch
<br />termination:
<br />:7'. 131,18CONSULTA7IT agrees. to indemnify,'defend and hold 'Harmless:
<br />O.3rNER:and PROFESSIONAL .their agentsand employ=ees, from andagainst
<br />all loss or expense _(Including ra - meys fees) o reason of any
<br />f abilify asserted. or imposed upon OWNER andior PROFESSIONAL, the!'
<br />agents and employees, for damages because of bodily injury, including deafh,
<br />sustained by any,parson or persons, a on account of damage to.property,
<br />including loss of use thereof, and for any other damages arising out of;or
<br />relating to any act, error or omission of SUBCONSULTANT, Its agents or
<br />employees, in the performance of this Agreement, exceptto the extent such
<br />injuries or damages- are -due ia the sole .negfigence. of OWNER or
<br />PROFESSIONAL.
<br />S. Time is of the essence ofthis Agreement, SUBCONSULTAN7 shall perform
<br />.the services hereunder expedibousiy and consistentwitf prdfessionai skill and
<br />care in the orderly progress'of the work. PROFESSIONAL may submit to
<br />SUBCONSULTANT a schedule fortheperformanceof SUBCONSULTANrs
<br />services, which may be adjusted by.PRbFES$iOf.AL as required as Ure
<br />Project proceeds or to reflect changes in the schedule under which
<br />PROFESSIONAL is required to. perform its obligations under the Prime
<br />Agreement
<br />9. SUBCONSULTANT shall procuie and maintain insurance coverine such
<br />risks and in such amounts as is required of PROFESSIONAL under the Prime
<br />Agreement; .plus contractual coverage for the obfigafions assumed under
<br />Paragraph 7; unless" these 'requirements are nfodiried in writing by
<br />PP:OFESSIONAL Except with respect to professional liability. and workers'
<br />comperisation insurance, such frisurahce provided by SUBCONSULTANT
<br />shall name PROFESSIONAL and, 01AINER. as add'itiional: insureds, and
<br />certificates indicating the eristenceiVsuch insurance, and professional liability.
<br />and wor=kers' compensation insurance; shall be. provided by
<br />SUBCONSULTANT to PROFESSIONAL.
<br />10,.All of SUBCOIJSULTANT'Sivntten orverfiat:tommun`ica6on yr Pi, to, or on:
<br />behalf of OWNER; or With federal, state, or local agencies, relative to the
<br />services under this Agreement must be throughor with the I.mowled6e of
<br />PROFESSIONAL
<br />1`11. SUBCONSULTANT abreesthat they wllriat.dlreellyorfndirectlyinterfere
<br />with, or solicit or accept any of the employees of PROFESSIONAL or the
<br />OWNER directiy related to the referenced projects during *the Died this
<br />Agree raritti ithout PROFESSiONAUt written approval.
<br />12,' SUBCONSULTA14T will not separately toGcit or accept any assignment
<br />from OWNER directly related to the Project during the -life of this Agreement'
<br />without PROFESSIONAL's written approval.
<br />M Excep`t for debt collection cases for less than 525,600, and except as
<br />Otherwise provided herein, all izialms, counterclaims; disputes and other
<br />mattes in question between the parties hereto arising out ofor relating tothis
<br />,Ing. This agreement o.arb bate shall
<br />revailing arbitration la: •V ofanycourtbat
<br />award rend by the arbitrators shalibe final, n <bject to appeal and
<br />mentmaybeent, upoaifinanycourll ngjurisdic(lonthereof.
<br />arbitration provisionsha e.!naopli - eandofno#oroeoreffectinany
<br />snce>vhereeitherpartyhereta sensuedma-court byapartywho is
<br />ubiectto any, agreementt
<br />I.
<br />d the party sb sued desiresta'add
<br />other party hereto to "ch iltigat,on. In the eatan-arbitration avrard is
<br />Bred prior to nmertcement of such litigate the arbitration award }�
<br />Ibeilnal bmdmg.!ntheevantarbifrationproceedin_ repenourgbut
<br />.sa as not been rendered at the time such titigation is -"i enced,
<br />arbitration proceedings shall be ftailssed and'the disputes reed: in
<br />14. Neither party hereto shall assign or transfer, any dghts or interest
<br />hereunderwithout the written consent of the other party.
<br />15. This Agreement representstfie entire agreement of the parties hereto and
<br />may not be amended ormodified in any mamerwithoutthe laiden conse_ntof
<br />the parties bereno.
<br />16. This Agreem�t sfiail be�risfrued and govemedt3y the iay.s of they
<br />state in Which the project is located a
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<br />WT1i6-0i C t E -OWNER YELLOiN-PROFESSIONAL, PiNK--PENDING CONTRACTS
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