Terms of Agreement
Jan 2024 revised
5-WAY TEST:
All dealings between Consultant and Owner will follow the following 5-way test:
Is it the truth?
Is it fair to all concerned?
Will it build goodwill and better friendships?
Will it be beneficial to all concerned?
Will it be fun?
CONFIDENTIALITY:
Consultant and Owner agree to keep all documents and communication concerning this project confidential. Notification of the press, marketing, or other communication to others outside of this agreement shall be conducted only with express notification of agreement from the other party.
SCHEDULE:
Consultant shall complete the scope of work outlined under the “Scope of Work” section of this agreement according to the Owner’s desired target date within reasonable professional expectation of execution of the work. Schedule of targeted milestone dates will be created and amended as work progresses.
COMPENSATION:
Compensation is described in the proposal document attached to this document. If the scope of the services is expanded from that described above, or additional meetings and/or visits are required, additional compensation shall be on a hourly time and materials (T&M) basis with a rate structure as outlined in the Additional Services portion of this document.
Reimbursable Expenses include the costs of printing and CADD plotting, and acquisition of photographs. Reimbursable Expenses are invoiced at 1.20% to cover administrative and handling costs.
Compensation is due upon receipt.
Interest after 30 days will be charged at 1.5%, after 60 days at 3%, and after 90 days at 5%. After 90 days, the invoice will be forwarded to a collection agency. Owner will pay for all collection agency charges, interest, and fees related to the invoice(s).
After 30-days, Owner will receive a letter that suspension of our service is imminent, and will commence within 30 days unless payment is received. Owner will also receive a courtesy call 2 weeks before project suspension. If your project is suspended, a fee of $500 will be assessed to reactivate your project. If the situation arises where Owner receives this suspension letter, please call our office immediately to rectify any concerns with the invoice.
Owner hereby respects the confidentiality of fees between Consultants. Negotiating with Sub-consultants is prohibited unless agreed to in writing by the Consultant.
ADDITIONAL SERVICES:
Additional Services includes but are not limited to any services beyond Basic Services, such as exhibits, changes in the program, renderings, sales materials, computer model presentations, etc. The Consultant will perform the work after receiving written approval from the Owner. The Owner agrees to compensate Consultant on a lump sum based on a mutually agreed fee based on the value potential of the solution.
OWNERSHIP OF DOCUMENTS:
All original drawings, tracings, and other original documents, including all documents on electronic media prepared by Consultant as instruments of service, remains the property of the Consultant.. All documents including Drawings and Specifications prepared by Architect are not intended or represented to be suitable for reuse by Owner or others on any other project. Any reuse without written verification or adaptation by the Consultant for the specific purposes intended will be at the Owner’s sole risk and without liability of legal exposure to Architect. Any such verification or adaptation will entitle the Consultant to further compensation at rates to be agreed upon by Owner and Consultant. NFT (non-fungible token) documents and originals are prohibited without expressed approval by the Consultant in writing.
UNAUTHORIZED CHANGES:
In the event the Owner, the Owner's contractors or subcontractors, or anyone for whom the Owner is legally liable makes or permits to be made any changes to any reports, plans, specifications or other construction documents prepared by the Consultant without obtaining the Consultant's prior written consent, the Owner shall assume full responsibility for the results of such changes. Therefore the Owner agrees to waive any claim against the Consultant and to release the Consultant from any liability arising directly or indirectly from such changes.
In addition, the Owner agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant from any damages, liabilities or costs, including reasonable attorneys' fees and costs of defense, arising from such changes.
In addition, the Owner agrees to include in any contracts for construction appropriate language that prohibits the Contractor or any subcontractors of any tier from making any changes or modifications to the Consultant's construction documents without the prior written approval of the Consultant and that further requires the Contractor to indemnify both the Consultant and the Owner from any liability or cost arising from such changes made without such proper authorization.
TERMINATION:
The Owner may terminate this Agreement for convenience and without cause upon seven days written notice. If terminated, the Owner agrees to pay the Architect for Basic and Additional Services rendered and reimbursable expenses incurred up to the date of termination. Upon not less than ten working days written notice, the Consultant may suspend the performance of his services if the Owner fails to pay the Consultant in full for services rendered or expenses incurred. The Consultant shall have no liability because of such suspension of service or termination due to nonpayment.
LIMITATION OF LIABILITY:
In addition, and notwithstanding any other provisions of this Agreement, the Owner and Consultant agree, to the fullest extent permitted by law, to indemnify and hold harmless each other, and each other’s officers, directors, employees and his sub consultants from and against all damage, liability or cost, including reasonable attorneys’ fees and defense costs, arising out of or in connection with this project or the performance by any of the parties above named of the services under this Agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of the Consultant or Owner with a maximum limited to this proposal's agreed upon and executed fee for service.
DISPUTE RESOLUTION:
Prior to filing a claim, dispute or other matter, the Consultant and Owner agree to allow the Consultant to inspect and repair an alleged defect. (For residential projects this is in accordance with the State Notice of Repair law.) In the event of an alleged error or omission claimed by the Owner, the Consultant will be allowed to correct the alleged error or omission prior to a claim or lawsuit is filed. If upon inspection the Consultant chooses to contest said claims, the Consultant and Owner agree to resolve claims, disputes and other matters between them by mediation as a condition precedent to the institution of legal proceedings by either party. The cost of mediation will be shared equally between both parties.
5-WAY TEST:
All dealings between Consultant and Owner will follow the following 5-way test:
Is it the truth?
Is it fair to all concerned?
Will it build goodwill and better friendships?
Will it be beneficial to all concerned?
Will it be fun?
CONFIDENTIALITY:
Consultant and Owner agree to keep all documents and communication concerning this project confidential. Notification of the press, marketing, or other communication to others outside of this agreement shall be conducted only with express notification of agreement from the other party.
SCHEDULE:
Consultant shall complete the scope of work outlined under the “Scope of Work” section of this agreement according to the Owner’s desired target date within reasonable professional expectation of execution of the work. Schedule of targeted milestone dates will be created and amended as work progresses.
COMPENSATION:
Compensation is described in the proposal document attached to this document. If the scope of the services is expanded from that described above, or additional meetings and/or visits are required, additional compensation shall be on a hourly time and materials (T&M) basis with a rate structure as outlined in the Additional Services portion of this document.
Reimbursable Expenses include the costs of printing and CADD plotting, and acquisition of photographs. Reimbursable Expenses are invoiced at 1.20% to cover administrative and handling costs.
Compensation is due upon receipt.
Interest after 30 days will be charged at 1.5%, after 60 days at 3%, and after 90 days at 5%. After 90 days, the invoice will be forwarded to a collection agency. Owner will pay for all collection agency charges, interest, and fees related to the invoice(s).
After 30-days, Owner will receive a letter that suspension of our service is imminent, and will commence within 30 days unless payment is received. Owner will also receive a courtesy call 2 weeks before project suspension. If your project is suspended, a fee of $500 will be assessed to reactivate your project. If the situation arises where Owner receives this suspension letter, please call our office immediately to rectify any concerns with the invoice.
Owner hereby respects the confidentiality of fees between Consultants. Negotiating with Sub-consultants is prohibited unless agreed to in writing by the Consultant.
ADDITIONAL SERVICES:
Additional Services includes but are not limited to any services beyond Basic Services, such as exhibits, changes in the program, renderings, sales materials, computer model presentations, etc. The Consultant will perform the work after receiving written approval from the Owner. The Owner agrees to compensate Consultant on a lump sum based on a mutually agreed fee based on the value potential of the solution.
OWNERSHIP OF DOCUMENTS:
All original drawings, tracings, and other original documents, including all documents on electronic media prepared by Consultant as instruments of service, remains the property of the Consultant.. All documents including Drawings and Specifications prepared by Architect are not intended or represented to be suitable for reuse by Owner or others on any other project. Any reuse without written verification or adaptation by the Consultant for the specific purposes intended will be at the Owner’s sole risk and without liability of legal exposure to Architect. Any such verification or adaptation will entitle the Consultant to further compensation at rates to be agreed upon by Owner and Consultant. NFT (non-fungible token) documents and originals are prohibited without expressed approval by the Consultant in writing.
UNAUTHORIZED CHANGES:
In the event the Owner, the Owner's contractors or subcontractors, or anyone for whom the Owner is legally liable makes or permits to be made any changes to any reports, plans, specifications or other construction documents prepared by the Consultant without obtaining the Consultant's prior written consent, the Owner shall assume full responsibility for the results of such changes. Therefore the Owner agrees to waive any claim against the Consultant and to release the Consultant from any liability arising directly or indirectly from such changes.
In addition, the Owner agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant from any damages, liabilities or costs, including reasonable attorneys' fees and costs of defense, arising from such changes.
In addition, the Owner agrees to include in any contracts for construction appropriate language that prohibits the Contractor or any subcontractors of any tier from making any changes or modifications to the Consultant's construction documents without the prior written approval of the Consultant and that further requires the Contractor to indemnify both the Consultant and the Owner from any liability or cost arising from such changes made without such proper authorization.
TERMINATION:
The Owner may terminate this Agreement for convenience and without cause upon seven days written notice. If terminated, the Owner agrees to pay the Architect for Basic and Additional Services rendered and reimbursable expenses incurred up to the date of termination. Upon not less than ten working days written notice, the Consultant may suspend the performance of his services if the Owner fails to pay the Consultant in full for services rendered or expenses incurred. The Consultant shall have no liability because of such suspension of service or termination due to nonpayment.
LIMITATION OF LIABILITY:
In addition, and notwithstanding any other provisions of this Agreement, the Owner and Consultant agree, to the fullest extent permitted by law, to indemnify and hold harmless each other, and each other’s officers, directors, employees and his sub consultants from and against all damage, liability or cost, including reasonable attorneys’ fees and defense costs, arising out of or in connection with this project or the performance by any of the parties above named of the services under this Agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of the Consultant or Owner with a maximum limited to this proposal's agreed upon and executed fee for service.
DISPUTE RESOLUTION:
Prior to filing a claim, dispute or other matter, the Consultant and Owner agree to allow the Consultant to inspect and repair an alleged defect. (For residential projects this is in accordance with the State Notice of Repair law.) In the event of an alleged error or omission claimed by the Owner, the Consultant will be allowed to correct the alleged error or omission prior to a claim or lawsuit is filed. If upon inspection the Consultant chooses to contest said claims, the Consultant and Owner agree to resolve claims, disputes and other matters between them by mediation as a condition precedent to the institution of legal proceedings by either party. The cost of mediation will be shared equally between both parties.