Stack Rock Group : 平博app Architecture

Standard Terms and Conditions

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Stack Rock Group reserves the right to modify these Terms and Conditions from time to time at our sole discretion and without any notice. Changes to our Terms and Conditions become effective on the date they are posted and your continued use of www.stackrockgroup.com or any of its services after any changes to Terms will signify your agreement to be bound by them.

ARTICLE 1 鈥 平博app Architectural Services

1.1 Standard of Care

The 平博app Architectural Services shall be performed with care and diligence in accordance with the professional standards appropriate for a project of the nature and scope of this Project.

1.2 Coordination

The 平博app Architect shall coordinate the services of its consultants and shall cooperate with the Client鈥檚 representatives and separate consultants in the best interest of the Project.

1.3 Representations

The 平博app Architect represents that it and its consultants have and shall maintain throughout the performance of the services under this Agreement the requisite licenses, registrations, and/or certifications required for the performance of these services in the

jurisdiction in which the Project is located.

1.4 Scope of Services

The Scope of 平博app Architectural Services to be provided under this agreement is detailed in the included proposal.

1.5 Supplemental Services

Supplemental Services are detailed in Exhibit 鈥淏.鈥 Supplemental Services are beyond the scope of the basic Scope of Services, and when requested in writing by the Client, shall entail additional compensation (either on the hourly basis stated in Exhibit 鈥淐鈥 or on the basis of a negotiated sum) beyond the Compensation stated in the Preliminary Provisions.

1.6 Approval of Services/Changes to Approved Services

The 平博app Architect shall proceed with a phase or design package of the 平博app Architect鈥檚 services only after receiving the Client鈥檚 written approval of the services and deliverables provided in the previous phase and written authorization to proceed with the next

phase. Revisions to drawings or other documents shall constitute Supplemental Services when made necessary because of Client-requested changes to previously approved drawings or other documents, or because of Client changes to previous budget parameters and/or Program descriptions.

1.7 Opinions of Probable Construction Costs

Opinions of probable construction costs provided by the 平博app Architect are based on the designer鈥檚 familiarity with the landscape construction industry and are provided only to assist the Client鈥檚 budget planning; such opinions shall not be construed to provide a guarantee or warranty of the actual construction costs at the time construction bids are solicited or construction contracts negotiated. Unless expressly agreed in writing and signed by the parties, no fixed limit of construction costs is established as a condition of this Agreement by the furnishing of opinions of probable construction costs.

1.8 Construction Safety

The presence of the 平博app Architect, its employees, or consultants at the Project site shall not be deemed an assumption by the 平博app Architect of any obligations, duties, or responsibilities for safety, including but not limited to construction means, methods, sequences, techniques, or procedures necessary for performing, superintending, or coordinating the work of the Project in accordance with the Construction Documents or any regulatory health or safety requirements. The 平博app Architect, its employees, and consultants have no authority to exercise any control over any construction contractor, its employees, or subcontractors in connection with their work or health and safety programs and procedures.

ARTICLE 2 鈥 Client鈥檚 Responsibilities

2.1 Program

Stack Rock Group, Inc. will assist the client with defining the programming. This will be done in accordance with the procedures set forth in the Proposal. This will help the client to provide the detailed Project description and budget parameters. At the time of completion these items will be designated Exhibit 鈥淎鈥 and attached hereto.

2.2 Information

2.2.1 The Client shall provide site surveys and legal information, including as applicable: written legal description of the site, a land

survey by a professional land surveyor who is licensed or registered under the law of

the jurisdiction in which the property is located, rights-of-way, easements, encroachments, zoning, covenants, or deed or other restrictions.

2.2.2 The Client shall be responsible for all legal, accounting, and insurance services the Client may require or deem necessary in the interest of the Project.

2.3 Independent Testing

The Client shall provide independent testing services when deemed necessary to determine site conditions such as soil and subsoil conditions, water, pollution, and hazardous waste conditions.

2.4 Reliance

The 平博app Architect shall be entitled to rely on the accuracy and completeness of the information, test results, and work product provided by the Client and the Client鈥檚 consultants. The 平博app Architect shall not be responsible for calculations, specifications, or designs based on erroneous, inaccurate, or incomplete information provided by the Client.

2.5 Client鈥檚 Representative

The Client shall designate a representative with authority to act on the Client鈥檚 behalf with regard to the Project. If for any reason Client鈥檚 designated representative is replaced during

the progress of the Project, the 平博app Architect shall have the right to renegotiate its compensation in response to the change.

2.6 Approvals

Client鈥檚 decisions, approvals, reviews, and responses shall be communicated to the 平博app Architect in a timely manner so as not to delay the performance of the 平博app Architectural Services. Comments, if from a committee client or multiple interested entities,

must be a consolidation of all comments in order to provide clear direction to the 平博app Architect and to avoid delays.

2.7 Notice of Nonconformance

If the Client observes or becomes aware of any errors or omissions or inconsistencies in any documents provided by the 平博app Architect or any fault or defect in the Project, the Client shall promptly give written notice thereof to the 平博app Architect.

2.8 Project Permit and Review Fees

The Client shall pay all fees required to secure jurisdictional approvals for the Project.

ARTICLE 3 鈥 Ownership of Documents

3.1 The 平博app Architect shall be deemed the author and owner of all deliverables provided to the Client, including but not limited to plans, drawings, specifications, Construction Documents, displays, graphic art, photographs, and other images and devices of any medium, including electronic data or files, which are developed, created, or derived pursuant to this

Agreement by the 平博app Architect (collectively, the 鈥淒esign Materials鈥).

3.2 Subject to payment by the Client of all fees and costs owed to the 平博app Architect, the 平博app Architect grants to the Client a nonexclusive license to reproduce the Design Materials solely for the construction and use of the Project. Termination of this Agreement prior to the completion of the Project shall terminate this license; all Design Materials and copies thereof in the Client鈥檚 possession or control shall be returned to the 平博app Architect within 21 days of the notice of termination.

3.3 The Client, to the fullest extent permitted by law, shall indemnify and hold harmless the 平博app Architect for any costs, including legal fees or defense costs, liability or loss, which result from any unauthorized modification of the Design Materials or the use of the Design Materials for any purpose other than the Project.

3.4 In the event this Agreement is terminated prior to the completion of the Project, the 平博app Architect shall have no liability to the Client or to anyone claiming through the Client for any claims, liabilities, or damages resulting from the use, misuse, or modification of the Design Materials without the 平博app Architect鈥檚 approval, and the Client agrees to indemnify and defend the 平博app Architect against all such claims.

ARTICLE 4 鈥 平博app Architect Compensation

4.1 Compensation for the Scope of Services described in section 1.4 of Exhibit 鈥淏鈥 to be performed under this Agreement shall be the stipulated sum indicated in the Preliminary

Provisions plus Reimbursable Expenses as defined below. Supplemental Services, described in section 1.5 of Exhibit 鈥淏,鈥 when requested in writing by the Client, shall be compensated on an hourly basis at the rates provided in Exhibit 鈥淐鈥 or on the basis of a negotiated fee provided in an amendment to this Agreement.

4.2 Reimbursable expenses are expenditures for the Project made by the 平博app Architect, its employees, and consultants in the interest of the Project plus an administrative fee of 10%. Reimbursable expenses include but are not limited to the following:

4.2.1 Travel expenses in connection with the Project; living expenses in connection with out-of-town travel, long-distance communications;

4.2.2 Costs of reproductions, faxes, postage and handling, messenger and overnight delivery services;

4.2.3 If authorized in advance by the Client, overtime-related employee expenses;

4.2.4 Costs of renderings, photographs, models, and mock-ups requested by the Client;

4.2.5 Expense of professional liability insurance dedicated exclusively to the Project, or additional insurance coverage or limits requested by the Client in excess of that normally carried by the 平博app Architect and its consultants;

4.2.6 Costs of printing and delivering bid packages;

4.2.7 Services of professional consultants which cannot be quantified at the time of contracting; and

4.2.8 Other, similar direct Project-related expenditures.

4.3 Payments

4.3.1 For residential projects an initial payment equal to 50% of contract amount shall be made upon execution of this Agreement; this amount shall be credited to the Client鈥檚 account at final payment.

4.3.2 Monthly payments to the 平博app Architect shall be based on (1) the percentage of the Scope of Services completed in accordance with the Schedule of Services provided in Exhibit 鈥淒鈥 herein and shall include payments for (2) Supplemental Services performed, and (3) Reimbursable Expenses incurred.

4.3.3 Payments are due and payable upon receipt of the 平博app Architect鈥檚 invoice. Invoiced amounts unpaid 30 days after the invoice date shall be deemed overdue and shall accrue 2% interest per month. Pursuant to section 7.2, herein, at the 平博app Architect鈥檚 option, overdue payments may be grounds for suspension of services or termination of this Agreement.

4.4 Extended Services

If through no fault of the 平博app Architect the Scope Services described in section 1.4 (Exhibit 鈥淏鈥) have not been completed within the term indicated in the Schedule of Services provided in Exhibit 鈥淒,鈥 the compensation for services rendered after that time period shall be

renegotiated or shall be on the basis of the hourly rates provided in Exhibit 鈥淐鈥 hereof.

4.5 Hourly Rates

The 平博app Architect may provide Additional Services beyond those listed in the Scope of Services by a negotiated sum or on an hourly basis. The 平博app Architect鈥檚 hourly rates are as follows:

Principal 平博app Architect:
$120 per hour
平博app Architect:
$110 per hour
Designer:
$100 per hour
Drafter
$90 per hour
Clerical Staff
$65 per hour

Hourly rates specified above are valid for one (1) year from the date listed on the Scope of Services and shall be increased five percent (5%) on the first day of the subsequent year to reflect market conditions, employee benefits and salary compensation.

ARTICLE 5 鈥 Insurance, Indemnification, Consequential Damages

5.1 Insurance

The 平博app Architect shall secure and maintain insurance coverage indicated as follows:

Professional Liability

$1,000,000.00/$2,000,000.00 per claim/aggregate

Commercial General Liability

$1,000,000.00 per occurrence

Comprehensive Automobile Liability

$1,000,000.00 per accident

Workers Compensation

$500,000.00 statutory limits

5.2 Indemnification

Client and 平博app Architect each agree to indemnify and hold harmless the other, and their respective officers, employees, agents, and representatives, from and against liability for all claims, losses, damages, and expenses, including reasonable attorneys鈥 fees, to the extent such claims, losses, damages, or expenses are caused by the indemnifying party鈥檚 negligent acts, errors or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Client and 平博app Architect, they shall be borne by each party in proportion to its negligence.

5.3 Consequential Damages

The 平博app Architect and the Client waive consequential damages for claims, disputes, or other matters in question which arise out of or are related to this Agreement, including but not limited to consequential damages due to the termination of this Agreement by either party in accordance with the provisions of Article 7 hereof.

ARTICLE 6 鈥 Dispute Resolution

6.1 If a dispute arises out of or relates to this Agreement, the parties shall endeavor to resolve their differences first through direct discussions between the parties or their representatives who shall have authority to settle the dispute. If the dispute has not been settled within 14 days of the initial discussions, the parties shall submit the dispute to mediation in accordance with section 6.2.

6.2 If the dispute is not settled pursuant to section 6.1, before recourse to any other dispute resolution procedure, the parties shall endeavor to settle the dispute by mediation under the current Construction Industry Mediation Rules of the American Arbitration Association. The location of the mediation shall be the location of the Project. A request for mediation may be filed with the American Arbitration Association or any other mediation service acceptable to both parties. The parties agree to conclude the mediation within 60 days of filing the request.

6.3 Unless otherwise agreed in writing, the 平博app Architect agrees to continue to perform its services during any dispute resolution proceedings. If the 平博app Architect continues to perform, the Client shall continue to make payments in accordance with this Agreement for amounts not in dispute.

6.4 Appropriate provisions for consolidation shall be included in other contracts relating to

the Project so that all parties necessary to resolving a claim are parties to the same dispute resolution proceeding.

6.5 Unless otherwise agreed, the cost of mediation shall be shared equally by the parties.

6.6 Nothing in these provisions shall limit rights or remedies not expressly waived under applicable lien laws.

ARTICLE 7 鈥 Suspension/Termination

7.1 This Agreement may be terminated by either party on 7 days鈥 written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination, provided the defaulting party has not cured or in good faith diligently commenced to cure the breach during the 7-day notice period.

7.2 The Client鈥檚 failure to make payments to the 平博app Architect in accordance with the provisions of this Agreement shall be deemed a substantial failure to perform and a cause for termination; however, in this circumstance the 平博app Architect, at its option, may elect to suspend its services on 7 days鈥 notice to the Client. The 平博app Architect shall have no liability to the Client for any delays caused by a suspension under this provision.

7.3 If the Client suspends the 平博app Architect鈥檚 services for any reason, the 平博app Architect shall be compensated for all services performed to that date, and the 平博app Architect shall have no liability to the Client for any delays caused by the Client鈥檚 decision to suspend the services.

7.4 When suspended services are resumed, the 平博app Architect shall be compensated for expenses incurred by the interruption and resumption of the 平博app Architectural Services, and the 平博app Architect Compensation and the Schedule of Services for the services remaining to be performed shall be equitably adjusted.

7.5 A suspension of services by either party for more than 30 days may, at the 平博app Architect鈥檚 option, be deemed grounds for termination of the Agreement.

7.6 If termination is not due to the fault of the 平博app Architect, the Client shall pay, in addition to Compensation and Reimbursable Expenses due at the time of the termination, all actual costs and expenses reasonably incurred by the 平博app Architect in connection with such termination. In addition, the Client shall comply and cooperate in accordance with the provisions of Article 3, Ownership of Documents, herein.

7.7 The Client may terminate this Agreement for convenience and without cause with 7 days鈥 notice to the 平博app Architect providing, in addition to the compensation, expenses, and compliance with the Ownership of Documents provisions indicated in section 7.6, above, the Client pays to the 平博app Architect an amount representing the anticipated profit on the Scope of Services not performed under this Agreement because of the Client鈥檚 decision to terminate for its convenience.

ARTICLE 8 鈥 Other Terms and Conditions

8.1 Force Majeure

Either party shall be relieved of its obligations hereunder in the event and to the extent that performance hereunder is delayed or prevented by any cause beyond its control and not caused by the party claiming relief hereunder, including, without limitation, acts of God, public enemies, war, insurrection, acts or orders of governmental authorities, fire, flood, explosion, or the recovery from such cause (鈥淔orce Majeure鈥). The parties agree to make all reasonable efforts to mitigate the delays and damages of Force Majeure.

8.2 Notices

Notices required pursuant to this Agreement shall be sufficient if delivered personally or by registered or certified mail, return receipt requested at the addresses indicated on the first page of this Contract.

8.3 Assignment

Neither party shall assign their interest in this Agreement without the express written consent of the other, except as to the assignment of proceeds.

8.4 Third Party Relationships

Nothing in this Agreement shall create a contractual relationship with, an obligation to, or a cause of action in favor of any third party against either the Client or the 平博app Architect.

8.5 Severability

If any term or provision of this Agreement shall be found to be invalid or unenforceable, the remaining provisions shall, to the fullest extent permitted by law, remain in full force and effect.

8.6 Captions

Captions of articles, sections, paragraphs, or subparagraphs of this Agreement are for convenience and reference only.

8.7 Governing Law

This Agreement shall be governed by the law in effect at the 平博app Architect鈥檚 principal place of business.

8.8 Complete Agreement

This Agreement represents the entire understanding between the Client and the 平博app Architect and supersedes all prior negotiations, representations, or agreements, whether written or oral. This Agreement only may be amended in writing signed by both the Client and the 平博app Architect.

8.9 Allocation of Risk

To the fullest extent permitted by law, the total liability, in the aggregate, of 平博app Architect and 平博app Architect’s officers, directors, employees, agents, and consultants to Client and anyone claiming by, through or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to 平博app Architect鈥檚 services, the Project or this Agreement, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by 平博app Architect under this Agreement, or the total聽amount of $50,000.00, whichever is greater.

8.10 Consequential Damages

Neither the Client nor the 平博app Architect shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of, or connected in any way to the Project or this Agreement. This mutual waiver includes, but is not limited to, damages related to loss of use, loss of profits, loss of income, loss of reputation, unrealized savings or diminution of property value and shall apply to any cause of action including negligence, strict liability, breach of contract and breach of warranty.

8.11 Third Parties

Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Client or 平博app Architect. 平博app Architect鈥檚 services hereunder are being performed solely for the benefit of the Client, and no other entity shall have any claim against 平博app Architect because of this Agreement or 平博app Architect鈥檚 performance of services hereunder.