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Terms and Conditions
<br />1. SUBCONSULTA_NTshali perform the services undertaken according to this
<br />Agreement in the same rnanner and to the same extent that PROFESSIONAL
<br />is bound by the Prime Agreement to perform those services for OWNER. All
<br />provisions in the Prime Agreement binding PROFESSIONAL to OWNER shall
<br />be equally applicable and binding, upon SUBCONSULTANT to
<br />PROFESSIONAL. The. performance of SUBCONSULTANT shall be
<br />satisfactory to both PROFESSIONAL and OWNER. If OWNER reduces the
<br />scope of the services to be performed by PROFESSIONAL in any way,
<br />PROFESSIONAL shall have the right to reduce the services required by
<br />SUBCONSULTANT, and the compensation due therefore, to the extent that
<br />the reduction in the scope of the work by OWNER encompasses services to
<br />be performed by SUBCONSULTANT.
<br />2. SUB`CONSULTANT'S services shall be performed in a character, sequence
<br />and timing so that the same will be, coordinated with those of PROFESSIONAL
<br />and all other subconsultants for the Project SUBCONSULTANT agrees that
<br />PROFESSIONAL shall not be liable to SUBCONSULTANT for damages,
<br />delays, or other injuries suffered by SUBCONSULTANT as a result of acts or
<br />omissions by any other party, including subconsuitants arising out of the
<br />performance of services with regard to the Project.
<br />3. SUBCONSULTANT is an independent contractor and is responsible for the
<br />methods and means used in performing services under this Agreement and is
<br />not an agent of or a joint -venturer with PROFESSIONAL.
<br />4. SUBCONSULTANT shall, at SUBCONSULTANTS own expense, obtain all
<br />date and information necessaryforthe performance of SUBCONSULTANT'S
<br />services under this Agreement. SUBCONSULTANT shall be responsible to
<br />see that the documents prepared by SUBCONSULTANT and the services of
<br />SUBCONSULTANT rendered hereunder conform to all -applicable laws, rules,
<br />regulations, ordinances, codes, orders and special requirements of the place
<br />where the Project is located, Ail of SUBCONSULTANT'S communications with
<br />respect to the Project.and the performance hereunder shall be through
<br />PROFESSIONAL.
<br />5. SUBCONSULTANT shall submit monthly statements for services rendered
<br />hereunder_ If PROFESSIONAL for any reason objects to any statement
<br />submitted by SUBCONSULTANT, PROFESSIONAL shall so advise
<br />SUBCONSULTANT in writing, giving the reasons therefore. PROFESSIONAL
<br />shall pay SUBCONSULTANT'S statements within fourteen (14) days of the
<br />time PROFESSIONAL receives payment from OWNER with respect to the
<br />performance of SUBCONSULTANT. It is intended that payments to
<br />SUBCONSULTANT will be made as PROFESSIONAL is paid by OWNER
<br />underthe Prime Agreement and that PROFESSIONAL shall exertreasonable
<br />and.diligent efforts to collect timely paymentfrom OWNER. PROFESSIONAL
<br />shaft not be obligated to pay SUBCONSULTANT for statements submitted
<br />unless and until OWNER pays, PROFESSIONAL on accountthereof, provided,
<br />however, in the event OWNER acknowledges that SUBCONSULTANTS
<br />performance is satisfactory and payment is not withheld by OWNER from
<br />PROFESSIONAL as a result ofthe performance by SUBCONSULTANT, and
<br />SUBCONSULTANT'S performance is otherwise satisfactory to
<br />PROFESSIONAL, PROFESSIONAL shall pay all amounts due
<br />SUBCONSOLTANT within a reasonable time thereafter.
<br />6. This Agreement may be terminated by SUBCONSULTANT upon thirty (30)
<br />days prior written notice to PROFESSIONAL in the event of substantial failure
<br />by PROFESSIONAL to perform in accordancewith the terms hereof through
<br />no fault of SUBCONSULTANT. This Agreement may be terminated by
<br />PROFESSIONAL without cause upon thirty(30) days prior written notice to
<br />SUBCONSULTANT and may be'terminated by PROFESSIONAL with cause
<br />upon three (3) days' prior written notice to SUBCONSULTANT. This
<br />Agreement will automatically terminate upon termination of the Prime
<br />Agreement. PROFESSIONAL will promptly notify SUBCONSULTANT of such
<br />termination:
<br />7. SUBCONSULTANT agrees to indemnify;. defend and hold harmless
<br />OWNER and.PROFESSIONAL, their agents and employees, from and against
<br />all loss or expense (including co omeys fees by reason of an
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<br />E -OWNER YELLOW -PROFESSION
<br />liability asserted or imposed upon OWNER and/or PROFESSIONAL, their
<br />agents and employees, for damages because of bodily injury, including death,
<br />sustained by any person or persons, or on account of damage to property,
<br />including loss of use thereof, and for any other dama9es arising but of .or
<br />relating to any act, error or omission of SUBCONSULTANT, its:agents or
<br />employees, in the performance of this Agreement, except to the extent such
<br />injuries or damages are, due to the sole negligence. of OWNER or
<br />PROFESSIONAL.
<br />8. Time is of the essence of this Agreement. SUBCONSULTANT shall perform
<br />the services hereunder expeditiously and consistentwith professional skill and
<br />care in the orderly progress of the work. PROFESSIONAL may submit to
<br />SUBCONSULTANT a schedule for the performance of SUBCONSULTANTS
<br />services, which may be adjusted. by PROFESSIONAL as required as the
<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 procure and maintain insurance covering such
<br />risks and in such amounts as is required of PROFESSIONAL under the Prime
<br />.Agreement, plus contractual coverage for the obligations assumed under
<br />Paragraph 7, unless these requirements are modified in writing by
<br />PROFESSIONAL. Except with respect to professional liability and workers'
<br />compensation insurance, such insurance provided by SUBCONSULTANT
<br />shall name PROFESSIONAL and OWNER as additional insureds, and
<br />certificates indicating the existence of such insurance, and professional liability
<br />and workers' compensation insurance, shall be provided by
<br />SUBCONSULTANT to PROFESSIONAL.
<br />10. All of SUBCONSULTA.NTS written orverbal communication with, to, oron.
<br />behalf of OWNER, or with federal, state, or local agencies, relative to the
<br />services under. this Agreement must be through or with the knowledge of
<br />PROFESSIONAL.
<br />11. SUBCONSULTANT agrees that they will notdirectlyor indirectly interfere"
<br />with, or solicit or accept any of the employees of PROFESSIONAL or the
<br />OWNER directly related to the referenced projects during :the Irf_e of this
<br />Agreement without PROFESSIONAL's written approval.
<br />12. SUBCONSULTANT will not separately solicit or accept any assignment
<br />from OWNER directly related to the Project during the life of this Agreement
<br />without PROFESSIONAUs written approval.
<br />13. Except for debt collection cases for less than,$25,000, and except as
<br />otherwise provided herein, all claims, counterclaims, disputes and other
<br />matters in question between theParties hereto arising out of or relating to this
<br />Agreement or the breach thereof will be decided by
<br />Ass ' tion then obtaining. This agreement to arbitrate shall be edfically
<br />enforceab ndertheprevailingarbitrationlawofanyoourt ngjurisdiction.
<br />Any award rend by the arbitrators shall be final, n ubject to appeal and
<br />judgment may be.ente upon'ifin any court h ng jurisdiction. thereof.
<br />This arbitration provision sh a inapplic a and of no force or effect in any
<br />instance where either party he een sued in a court by a party who is
<br />not subject to any agreement t urate, d the party so sued desires to add
<br />the other party hereto to ch litigation. In the ent an arbitration award is
<br />rendered.priortot ommencement of such litigati the arbitration award
<br />shall be final binding. in the event arbitration proceedin re pending but
<br />an awa as not been rendered at the time such till a 1 is enced,
<br />su arbitration proceedings shall be dismissed and the disputes reso in
<br />14. Neither party hereto shall assign or transfer any rights or interest
<br />hereunder without the written consent of the other party.
<br />15. Th fs Agreement represents the entire agreement of the parties hereto and
<br />may not be amended or modified in any manner without the written consent of
<br />the parties hereto.
<br />16. This Agreement shall be construed and governed by the laws of the,
<br />state in which the project is located
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