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Effective 3/1/01 - ~ I~.~.l '~
<br /> Northern
<br /> California
<br /> Area
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<br /> payable. Client waives any and ail claims against Smith-Emery, its subsidiaries, affiliates, servants and agents, for termination
<br /> of work pursuant to this paragraph.
<br /> f. Should Smith-Emery deem it necessary to refer a past-due account to an attorney or to file suit for collection, Client agrees to
<br /> pay all actual expenses and costs incurred thereby, including actual attorney's fees and costs. Jurisdiction and venue of all
<br /> such actions and any other actions arising from this agreement or the provision of services by Smith-Emery shall be in Los
<br /> Angeles County, State of California.
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<br />3. Escalation Clause
<br /> 3.1 Smith-Emery is a member of the Council of Engineer and Labor Employers, Inc. and is a Signator to an Agreement with the
<br /> Intemational Union of Operating Engineers, Locai 3, AFL-CIO, covering the licensed building inspectors. This union agreement
<br /> covers wages, fringe benefits, and conditions and working hours. The prices quoted below for inspection services are firm until
<br /> the first February date which occurs after Client and Smith-Emery enter into this contract. On March first of each year thereafter,
<br /> the charges for services set forth in the Schedule of Fees will be adjusted by the percentage change resulting from our union
<br /> contract renegotiation plus corresponding changes in our genera( administrative and overhead expenses. These modifications will
<br /> be set forth in a current Schedule of Fees, and such adjusted charges shall become the agreed upon basis for charges by Smith-
<br /> Emery to Client.
<br />4. Anticipated Costs
<br /> 4.1 Client recognizes and agrees that any "anticipated costs," "budget estimates," or the like that may be prepared by Smith-Emery
<br /> are NOT "guaranteed maximums," "lump sums," or "not-to-exceed totals." Client will be invoiced for all work performed and
<br /> only for work performed.
<br /> General Conditions
<br />1. Indemnification
<br /> 1.1 In the event of any claim against Smith-Emery by any party other than the Client, Client agrees to hold Smith-Emery, including
<br /> its shareholders, officers, directors, employees, agents and representatives, free and harm}ess of and from, and to indemnify and
<br /> defend Smith-Emery against, any and all liability, claims, causes of action, demands, judgments, losses, damages, expenses or
<br /> costs (including, but not limited to, all costs and fee~ of litigation) of every kind, nature and description, including, but not
<br /> limited to. any and all demands arising by reason of injury or death to person or damage to property, real or personal, including
<br /> loss of use thereof, economic loss or loss or damages otherwise arising directly or indirectly out of the obligations herein
<br /> undertaken, or out of operations conducted by Client, however caused or alleged to have been caused, even if due to the acts,
<br /> errors, omissions or negligence, active, affirmative or passive of Smith-Emery, except for such losses or damages arising out of
<br /> or caused by the sole negligence or willful misconduct of Smith-Emery.
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<br />2. Limitation of Liability
<br /> 2.1 Client and Smith-Emery agree to limit the liability, including but not limited to liability tbr consequential damages, of Smith-
<br /> Emery, including its shareholders, officers, directors, employees, agents and representatives for any acts, errors, omissions,
<br /> breaches of contract, or negligence, active, affirmative, passive, concurrent or sole, on the part of Smith-Emery, arising directly
<br /> or indirectly from the performance of the professional services under this Agreement, to Client to $10,000 or an amount equai to
<br /> Smith-Emery's fee, whichever is greater.
<br /> 2.2 Client agrees and understands that, in order to provide the professional services requested at the agreed-upon fees, this
<br /> Agreement does not provide for full liability of Smith-Emery for losses or damages which may arise directly or indirectly under
<br /> this Agreement. Client has the opportunity to negotiate in advance a higher limitation of liability, or to eliminate entirely such
<br /> limit of liability, but that the higher fees commensurate with this higher risk of liability to Smith-Emery shall be subject to
<br /> agreement. Client agrees that this provision limiting Smith-Emery's liability cannot be modified, altered, or varied except by
<br /> written instrument signed by client and Smith-Emery.
<br /> 2.3 Client understands and agrees that Smith-Emery is not an insurer; that this Agreement does not provide Client with insurance
<br /> coverage by Smith-Fanery or anyone acting on its behalf; that all fees hereunder are based solely on the value of the professional
<br /> services to be provided by Smith-Emery; that insurance, if any, shall be obtained by Client at Client's sole expense.
<br />3. Dominant Terms
<br /> 3.1 The terms and conditions of this Agreement shall take precedence over any terms and conditions which may appear in Client's
<br /> purchase order, approval or acceptance. Any terms and conditions of Client's purchase order, approval or acceptance which are
<br /> not identical to the terms and conditions of this Agreement are null and void. are not part of the Agreement between Smith-
<br /> Emery and Client and are not binding upon Smith-Emery. The terms and Conditions of this agreement may not be varied or
<br /> changed, nor any of its provisions waived, except by written agreement, signed by an authorized representative of Smilh-Emew.
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<br /> PLEASE READ THESE GENERAL CONDITIONS WITH CARE
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<br /> Schedule of Fees for Inspection Services
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