ATTACHMENT A - TERMS AND CONDITIONS
Professional Engineering Electrical Contracting Services
The Consulting Engineer/ Electrical Contractor for the proposed project services detailed in the attached quotation letter will be Coulomb Engineering, Inc. Notice of objection to any other terms and conditions is hereby given.
Billings/Payments
Invoices will be submitted monthly for services and are due when rendered. Monthly progress billing will be made based on percentage of project complete as reasonably determined by the Consulting Engineer. Terms are net 30 days after date of invoice. Invoices shall be considered PAST DUE if not paid within 30 days after the invoice date and the Consulting Engineer/ Electrical Contractor may without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of the service. For any accounts that are past due, a $30.00 service charge will be added and a finance charge of 1.5% (or the maximum legal rate, whichever is less) per month on the unpaid balance. In the event any portion or all of an account remains unpaid 90 days after billing, the Client shall pay cost and expenses of collection, including reasonable attorney's fees, in any effort to enforce payment. In the event the Client fails to make a payment when it is due, or if the Client and Consulting Engineer disagree as to whether the Client has failed to make a payment, the Consulting Engineer shall be entitled to suspend performing services under the contract until the dispute has been resolved or the Client places a sum equal to 150% of the amount in dispute in an escrow account, reasonably satisfactory to both parties, which specifies that the escrow agent shall distribute the escrow sum between the parties in accordance with any arbitration award or court judgement entered resolving the dispute. Within 21 days of receipt of Consulting Engineer's/ Electrical Contractor invoice, Client shall examine the invoice in detail as to its accuracy and completeness and shall raise any questions or objections regarding the invoice within these 21 days. After 21 days from receipt of Consulting Engineer's invoice, Client waives any question or objection to the invoice not earlier raised.
Taxes and Permits
The quotation does not include any federal, state, or local property, license, privilege, sales, use, excise, gross receipts, value added, or other such taxes or construction permits which may now or hereafter be applicable to or imposed upon for any services performed. Such taxes and permits are for the account of the Client and the Client agrees to pay or reimburse any such taxes or permits which we, our subcontractors, or our suppliers are required to pay.
Indemnifications
The Client shall indemnify and hold harmless the Consulting Engineer/ Electrical Contractor and all of its personnel, consultants, agents, and subcontractors from and against any and all claims, damages, losses and expenses (including attorney’s fees) arising out of or resulting from the performance of the services, provided that any such claims, damage, loss or expense is caused in whole or in part by the negligent act or omission, and/or strict liability of the Client, anyone directly or indirectly employed by the Client (except the Consulting Engineer/ Electrical Contractor) or anyone for whose acts any of them may be liable.
Hidden Conditions
A condition is hidden if concealed by existing finishes or equipment, or is not capable of investigation by reasonable visual observation. If the Consulting Engineer has reason to believe that such a condition may exist, the Client shall authorize and pay for all costs associated with the investigation of such a condition and, if necessary, all costs necessary to correct said condition. If (1) the Client fails to authorize such investigation or correction after due notification, or (2) the Consulting Engineer has no reason to believe that such a condition exists, the Client is responsible for all risks associated with this condition, and the Consulting Engineer shall not be responsible for the existing condition nor any resulting damages to persons or property.
Limitation of Consulting Engineer's Liability
To the fullest extent permitted by law, and notwithstanding any other provision of the Agreement, the total liability, in the aggregate, of Consulting Engineer and Consulting Engineer's officers, directors, partners, employees, agents and Consulting Engineer's consultants and subcontractors, and any of them, to the Client and anyone claiming by, through or under the Client, for any and all injuries, claims, losses, costs, expenses, or damages whatsoever arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, or breach of warranty, express or implied of Consulting Engineer or Consulting Engineer's officers, directors, partners, employees, agents or Consulting Engineer's Consultants and subcontractors or any of them, shall not exceed the total compensation received by Consulting Engineer under this Agreement. This firm does not practice or consult in the field of safety engineering. We cannot be responsible for the safety of personnel other than our own at the jobsite. The safety of others is the responsibility of the Client.
Standard of Care
The project services rendered shall endeavor to meet current professional standards. The Consulting Engineer does not guarantee the performance of the project in any respect. Any engineering analysis performed by the Consulting Engineer will conform to acceptable professional standards. Any portion of the analysis which does not so conform shall be corrected by the Consulting Engineer upon receiving written notification from the Client within three months after submittal of the analysis.
Termination of Services
This agreement may be terminated upon 10 days written notice by either party should the other fail to perform his obligation hereunder. In the event of termination, the Client shall pay the Consulting Engineer for all services, rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses.
Document Ownership
All documents produced by the Consulting Engineer under this agreement shall remain the property of the Consulting Engineer and may not be used by the Client for any other endeavor without the written consent of the Consulting Engineer. Consulting Engineer shall retain copyrights of any documents submitted.
Applicable Law
Unless otherwise specified and agreed to by the Consulting Engineer and the Client, this agreement shall be governed by the laws of the state of Florida.