|
GENERAL TERMS AND CONDITIONS EXHIBIT A
<br />These standard terms and conditions ("STCS") are incorporated by reference into the foregoing proposal, along with any future modifications or amendments (the "Agreement")
<br />between Southeastern Surveying and Mapping Corporation ("SSMC") and its Client ("You" or "Your") for the performance of surveying services ("Services"). These STCS are fully
<br />binding upon you just as if they were fully outlined in the body of the proposal letter and shall supersede any term or provision elsewhere in the agreement in conflict with these
<br />STCS.
<br />SCOPE OF SERVICES
<br />For the fee outlined in the Agreement, you agree that SSMC shall only be obligated to render the Services expressly described in the Agreement. Unless the Agreement explicitly
<br />requires, in no event does SSMC has any obligation or responsibility for:
<br />a. The correctness and completeness of any document which was prepared by another entity.
<br />b. The correctness and completeness of any drawing prepared by SSMC, unless it was duly signed and sealed by a registered professional on SSMC's behalf.
<br />C. Favorable or timely comment or action by any governmental entity on the submission of any construction documents, land use or feasibility studies, appeals, petitions
<br />for exceptions or waivers, or other requests or documents of any nature whatsoever.
<br />d. Taking into account off-site circumstances other than those clearly visible and actually known to SSMC from on-site work.
<br />e. The actual location (or characteristics) of any portion of a utility that is not entirely visible from the surface.
<br />f. Site safety or construction quality, means, methods, or sequences.
<br />g. The correctness of any geotechnical services performed by others, whether or not performed as SSMC's subcontractor.
<br />Should shop drawing review be incorporated into the Services, SSMC shall pass on the shop drawings with reasonable promptness. Checking and approval of shop drawings will
<br />be general, for conformance with the design concept of the project to which this Agreement relates ("Project") and compliance with the information given in the construction
<br />documents, and will not include quantities, detailed dimensions, nor adjustments of dimensions to actual field conditions. Approval shall not be construed as permitting any
<br />departure from contract requirements, nor as relieving the Contractor of the sole and final responsibility for any error in details, dimensions, or otherwise, that may exist. SSMC
<br />does not provide legal, accounting, or insurance services.
<br />YOUR ORAL DECISIONS
<br />You, or any of your directors, officers, partners, members, managers, employees or agents having apparent authority from you, may orally: (a) make decisions relating to Services
<br />or the Agreement; (b) request a change in the scope of Services under the Agreement; or (c) request SSMC to render additional services under the Agreement, subject to our right
<br />to require you to submit the request in writing before your decision or request shall be considered to have been effectively made. You may, at any time, limit the authority of any
<br />or all persons to act orally on your behalf under this Paragraph, by giving SSMC seven (7) days advance written notice.
<br />STANDARD OF CARE
<br />The standard of care for all professional services performed by SSMC under this Agreement shall be the skill and care used by members of SSMC's profession practicing under
<br />similar circumstances at the same time and in the same locality.
<br />PAYMENT
<br />SSMC may submit invoices at any time to you for Services and reimbursable expenses incurred. Invoices are payable within 30 days of the invoice date. Invoices may be based
<br />either upon our estimate of the proportion of the total services completed at the time of billing for lump sum or fixed fee services, or in the case of hourly services, upon rendering
<br />of the Services. If any invoice is not paid within 30 days of the invoice date, SSMC shall have the right either to suspend the performance of our Services until all invoices more
<br />than 30 days past due are fully paid or to terminate the agreement and to initiate proceedings to recover amounts owed by you. Additionally, SSMC shall have the right to withhold
<br />from you the possession or use of any drawings or documents prepared by SSMC for you under this or any other agreement with you until all delinquent invoices are paid in full.
<br />You shall not offset payments of our invoices by any amounts due or claimed to be due for any reason.
<br />If you do not give SSMC written notice disputing an invoice within 20 days of the invoice date, the invoice shall conclusively be deemed correct. All payments made by you should
<br />specify the invoice numbers being paid. If SSMC receives payments that do not specify the invoices being paid, you agree that SSMC may apply payments in our sole discretion.
<br />Time is of the essence of your payment obligations, and your failure make full and timely payment shall be deemed a material breach.
<br />PROPRIETARY RIGHTS
<br />The drawings, specifications and other documents prepared by SSMC under this Agreement are instruments of SSMC's service for use solely for the Project and, unless otherwise
<br />provided, SSMC shall be deemed the author of these documents and shall retain all common law, statutory, and other reserved rights, including the copyright and rights to any
<br />SSMC trademarks. You shall be permitted to retain copies, including reproducible copies of SSMC's instruments of service for information and reference for the Project. SSMC's
<br />drawings, specifications, or other documents shall not be used by you or others on other projects for any reason or for completion of this Project by other professionals unless
<br />you enter into a written agreement with SSMC allowing for such use. Submission or distribution of documents to meet official regulatory requirements or for similar purposes in
<br />connection with the Project is not to be construed as publication inconsistent with our reserved rights.
<br />TERMINATION
<br />Either party may terminate the Agreement ifthe other parry materially breaches the Agreement. You shall immediately pay SSMC for our services rendered and expenses incurred
<br />through the termination date, including fees and expenses that SSMC incur as a result of the termination.
<br />ASSIGNMENT
<br />Neither party shall assign or transfer any rights, interests or claims arising under this Agreement without the written consent of the other. This Agreement shall not confer any
<br />benefit or right upon any person or entity other than you, SSMC, and its officers, employees, agents, and subcontractors. SSMC's officers, employees, agents, and subcontractors
<br />shall have and shall be entitled to the protections afforded SSMC under this Agreement.
<br />GOVERNING LAW
<br />This Agreement shall be interpreted under and governed by the laws of the State of Florida. The parties agree that the courts of Orange County, Florida, and the US District Court
<br />of the Middle District of Florida (Orlando Division) shall have exclusive jurisdiction over any controversy. The parties consent to the jurisdiction of the Courts and waive any
<br />objection either party might otherwise be entitled to assert regarding jurisdiction. The parties irrevocably waive all right to trial by jury in any action, proceeding, or counterclaim
<br />arising out of or related to this Agreement.
<br />SEVERABILITY
<br />If any part, term, or provision of this agreement is held to be illegal or unenforceable, the validity and enforceability of the remaining parts, terms, and provisions of this agreement
<br />shall not be affected, and each parry's rights shall be construed and enforced as if the agreement did not contain the illegal or unenforceable part, term, or provision.
<br />LIMITATIONS ON LIABILITY
<br />SSMC's liability for any loss, property damage or bodily injuryof or to you caused in whole or in part by SSMC in the performance of this Agreement, or in the performance of any
<br />supplementary services in any way related to this Agreement, shall be limited in the aggregate to the amount of fees that you have paid to SSMC for the Services. The parties
<br />intend that the preceding limitation on liability shall apply to all claims, whether sounding in tort, in contract, in warranty or otherwise. You release, waive, and shall not seek
<br />contribution from, or indemnification by, SSMC for any claims of any nature made against you by any other person who may suffer any loss, property damage or bodily injury in
<br />any manner associated with SSMC's services, or SSMC's officers, employees, agents and subcontractors under this Agreement, or any supplementary services in any way related
<br />to this Agreement. SSMC shall not be liable to you, in any event or for any amount, for delays, or consequential, special or incidental damages; or punitive or exemplary damages.
<br />PAYMENT OF ATTORNEY'S FEES
<br />The losing party shall pay the winning party's reasonable attorney's fees and expenses for the prosecution or defense of any cause of action, claim or demand arising under this
<br />Agreement in any court or in arbitration.
<br />INDEMNIFICATION
<br />You agree to indemnify and hold SSMC harmless from and against any and all liability, loss, damages, claims, and demands for loss, damages, property damages or bodily injury,
<br />arising out of work undertaken on the Project by you, or your contractor, subcontractor or other independent company or consultant employed by you to work on the Project, or
<br />their respective partners, members, managers, directors, officers, employees, agents or assigns; or arising out of any other operation, no matter by whom performed, for and on
<br />behalf of you, or such contractor, subcontractor or other independent company or consultant, whether or not due in part to errors or omissions by us in the performance of this
<br />Agreement, or in the performance of any supplementary service in any way related to this Agreement, provided that you are not required to indemnify and hold SSMC harmless
<br />under this Paragraph in the event of SSMCs sole negligence.
<br />INSURANCE
<br />SSMC represents that it carries and will continue carry General Liability in the amount of $1M per each occurrence and $2M per general aggregate, Worker's Compensation in the
<br />amount of $1M, Automobile Liability in the amount of $1M, Professional Liability also known as Errors and Omissions in the amount of $5M per occurrence and general aggregate,
<br />and Umbrella Coverage in the amount of $5M. General Liability, Automobile Liability and Worker's Compensation are primary and non-contributory with Umbrella following form.
<br />Certificates of Insurance shall be provided upon request, listing your Company as the certificate holder for a period of one (1) year. SSMC and Client shall waive subrogation against
<br />one another.
<br />COMPLETE AGREEMENT
<br />This Agreement contains the entire agreement between the parties concerning the matters covered herein. No prior representations, statements, or inducements made by either
<br />SSMC, you, or the respective agents of either, that is not contained in the Agreement shall enlarge, modify, alter, or otherwise vary the written terms of the Agreement unless
<br />they are made in writing and made a part of the Agreement by attachment, incorporated by reference in the Agreement or signed or initialed on behalf of both parties.
<br />
|