TERMS AND CONDITIONS
These Terms and Conditions and the Proposal to which this writing is attached shall fully govern any services performed by Smith Planning Group for the Client. ”Client” shall mean the person, firm, corporation or the designated agent for whom services are to be performed. ”Proposal” shall mean the writing by which Smith Planning Groupoffers services and to which these Terms and Conditions are attached. ”Services” shall mean those services described in the Proposal and any other services as may be performed in connection with the agreement between Smith Planning Group and the Client. ”Contractor” shall be that party whom the Client has engaged for construction services. ”Smith Planning Group” means the firm Smith Planning Group, any of its employees, or any independent contractor with whom Smith Planning Group has contracted to perform services for the benefit of the Client.
RIGHT OF ENTRY: Unless otherwise agreed, Client warrants free and unrestricted right of entry to the property and the Client will indemnify and hold Smith Planning Group harmless from any and all damages, loss, costs, expenses or liability, including attorney’s fees or costs of court by reason of the failure of the Client to be possessed with the means of unrestricted ingress and egress to and from the property as well as any failure of title in the Client to the property which the Client has warranted that it owns or over which it has control Smith Planning Group will take reasonable precautions to minimize damage to the property caused by his equipment, but he has not included in his fee the cost of restoration or damage which may result from his operation. If Client desires the land to be restored to its former condition by Smith Planning Group, Smith Planning Group will accomplish this and add the cost to the fee.
ADDITIONAL SERVICES: The outlined Scope of Services will be accomplished in a professional manner by Smith Planning Group on the basis of the fees stated in the Proposal. If during the execution of the work Smith Planning Group is required to perform other services or stop operation as a result of changes in the scope of work resulting from requests by Client, requirements of third parties, or changes in schedule, additional charges will be applicable at Smith Planning Group’s standard rates.
INFORMAL DOCUMENTS: From time to time Smith Planning Group may provide Client with preliminary working drawings, cost estimates, specification, etc. These documents may or may not be labeled ”Preliminary.” Client should not under any circumstances use this information as if it were final. Preliminary documents have not been reviewed and may change substantially prior to final submittal. Final documents are not to be used for construction until approved by the appropriate governmental authority (if applicable).
LIMITATION OF LIABILITY: Smith Planning Group shall not be responsible for the acts or omissions of the Client, or any other person at the site. The only warranty or guaranty made by Smith Planning Group in connection with the services performed hereunder, is that he will use the degree of care and skill ordinarily exercised under similar conditions by reputable members of the profession practicing in the same or similar locality. No other warranty, expressed or implied, is made or intended by the Proposal for consulting services or by furnished oral or written reports. The liability associated with acts of Smith Planning Group performed in the execution of the work shall be limited to the dollar amount of the fee for services rendered by Smith Planning Group for this project.
REUSE OF DOCUMENTS: Client may make and retain copies for information and reference in connection with the use and occupancy of the project, however, such documents are not intended or represented to be suitable for reuse by Client or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by Smith Planning Group for the specific purpose intended will be at the Client’s sole risk and without liability or legal exposure to Smith Planning Group, and Client shall indemnify and hold harmless Smith Planning Group from all claims, damages, losses and expenses including attorney’s fees arising out of or resulting from such reuse without the express written permission of Smith Planning Group.
NOTICE REQUIRED: The client shall give prompt written notice to Smith Planning Group whenever Client observes or otherwise becomes aware of any developments that affects the scope of or timing of Smith Planning Group’s services, or of any defect or non-conformance in the work of any contractor of the services of Smith Planning Group.
FORCE MAJEURE: Smith Planning Group shall not be liable for failure or delay in the delivery of services or delivery of goods due to acts of God, war, civil commotion, labor disputes or strikes, including labor disputes and strikes involving employees of Smith Planning Group, fire, flood, or other casualty; government actions, priorities, or regulations.
PAYMENT: Unless otherwise agreed and noted herein, invoices will be rendered monthly for the estimated accumulated percentage of the work completed. Payment is due when the invoice is rendered. Failure to pay said monthly invoice may result in the suspension of work until payment is brought current. Unless otherwise stated in this agreement, one and one-half percent (1.5%) per month will be charged on the unpaid balance (including interest) for invoices not paid within 15 days of the date of the invoice. Interest will be computed from the date of the invoices. The Client agrees that he will not hold Smith Planning Group responsible for any damages associated with suspension of work due to non-payment of invoices.
COST OF COLLECTION: In the event Smith Planning Group has to employ an attorney to collect his fee, the Client agrees to bear the cost of all collection efforts associated therewith including, but not limited to attorney’s fees and court costs.
SEVERABILITY: It is understood and agreed by the parties hereto that if any part, terms, or provisions of this agreement is held illegal or in conflict with any law of the State where made or having jurisdiction over any of the parties hereto, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, terms, or provisions held to be invalid.
INTERPRETATION: This Agreement, together with any Exhibits at attached hereto, and all documents, reports, and instruments specifically referred to herein and made a part hereof shall constitute the entire Agreement between the parties, and no other proposals, conversations, bids, memoranda, or other matter shall vary, alter or interpret the terms hereof. The captions in this Agreement are for the convenience of the parties in identification of the several provisions and shall not constitute a part of this Agreement nor be considered interpretive thereof.
Failure of either party to exercise any option, right or privilege under this Agreement or to demand compliance as to any obligation or covenant of the other party shall not constitute a waiver of any right, privilege or option, or of the performance thereof, unless waiver is expressly required in such event or is evidenced by a properly executed instrument.
GOVERNING LAW: This Agreement and the attachments hereto shall be governed by and construed in accordance with the laws of the State of Georgia.
SUCCESSORS AND ASSIGNS: Client and Smith Planning Group each is hereby bound and the partners, successors executors, administrators and legal representatives of Client and Smith Planning Group (and to the extent permitted by the following paragraph of this section the assigns of Client and Smith Planning Group) are hereby bound to the other party of this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement.
Neither Client nor Smith Planning Group shall assign, sublet or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent Smith Planning Group from employing such independent professional associates and consultants as Smith Planning Group may deem appropriate to assist in the performance of services hereunder.
Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Client and Smith Planning Group, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Client and Smith Planning Group and not for the benefit of any other party.