These terms and conditions together with the Proposal attached hereto constitute the entire agreement between Consultant and Client as if they were part of one and the same document.
Definitions
Consultant: shall refer to LandInteligence USA LLC,, a Delaware Corporation, and its subcontractors.
Client: shall refer to the person, firm, or corporation that has entered into a contractual relationship with Consultant providing for the performance of professional services related to real estate consulting and property selection.
Proposal: shall refer to the written scope of services, unit prices, and/or fixed fee provided by Consultant to Client describing, if applicable, the nature of the services to be performed by Consultant or its subcontractors, and the amount and type of compensation to be paid for those services.
Authorization as Agent
Client authorizes Consultant to take all actions on Client’s behalf which Consultant in its sole discretion, believes to be necessary to perform the services described herein and in the Proposal. Free right of access shall be granted to Consultant personnel to enter upon any land owned or controlled by Client so long as such entry is reasonably necessary to perform said services. If Consultant notifies Client that Consultant requires entry onto land not owned or controlled by Client, then Client shall obtain such right of entry without cost to Consultant. Client understands that services provided by Consultant commonly require drilling, sampling, and other activities that may disrupt use of the premises and may disturb, alter, or damage terrain and vegetation. Consultant assumes no responsibility to compensate any owner for such loss and will not restore the site to its original condition.
Standard of Care and Liability
Consultant will exercise reasonable care in the performance of its duties under this Contract. Client agrees that the liability of Consultant and that of its officers, directors, employees, agents and subcontractors, to Client stemming from any acts, errors and/or omissions related in any way to the Project that is the subject of this Contract will be limited to the amount of Consultant’s professional liability insurance coverage available at the time of settlement or judgment. In the event of any dispute or claim or cause of action arising under or related to this Contract, Consultant and Client agree that they will expressly waive their right to have a jury decide any part of said dispute, claim or cause of action.
Client shall provide information which the Client reasonably believes to be accurate as to the condition of the project site including the location of any underground utilities, utility services, structures, and underground storage tanks, and Consultant shall be entitled to rely upon the accuracy and completeness thereof. Client agrees to defend, indemnify, and hold harmless Consultant from any claim or expense, including attorney fees, arising from an allegation that Consultant performance under this Contract resulted in damage to any subterranean or surface structure or facility as a result of errors, omissions, or inaccuracies in the information provided by the Client.
Hazardous Materials
Both Consultant and Client acknowledge that this Contract does not contemplate the presence at the project site of any hazardous or regulated substances including asbestos. Client agrees to defend, indemnify, and hold harmless Consultant from any claim or expense, including attorney fees, arising from an allegation that Consultant performance under this Contract resulted in the handling, transportation, or disposal of any hazardous or regulated substance, if Client knew or should have known such substance was present at the site and failed to properly notify Consultant. In the event that the presence becomes known of any hazardous or regulated substances on or near the project site, Consultant may, at its option and without liability for consequential or any other damages, suspend performance of services under this Contract.
Confidentiality of Information
Consultant will utilize reasonable measures to maintain the confidentiality of Client information related to the services described in the Proposal. Client acknowledges that Consultant does not have a duty of confidentiality and Client further acknowledges that Consultant may have past or present contractual relationships with other individuals or companies practicing the same or related business in the same geographic area as Client. Client acknowledges that Consultant may have past or present contractual relationships with governmental agencies having regulatory authority over Clients’ project and acknowledges that Consultant may appear before such agencies on behalf of other individuals or companies practicing the same or related business in the same geographic area as Client.
Opinions of Probable Construction Cost
Opinions of the probable cost of performance in accordance with plans, specifications, reports, or other instruments prepared by Consultant are not warranted to, and may not, reflect the actual cost of Client of such work. Unless otherwise specified, the construction cost of an entire project means the probable total cost to Client of those portions of the project designed and specified by Consultant exclusive of the value and cost of Consultant services, and the cost of such things as land, rights of way, and the cost of interest and financing.
Ownership of Documents
Client accepts reports, plans, specifications, logs, calculations, estimates, and test data, including electronic media, as instruments of professional service, not products. All such material is and shall remain the sole and exclusive property of Consultant. Client may make and retain hard (i.e., not electronic) copies of documents for use on the project. Documents are not intended or represented to be suitable for reuse. Consultant shall not be required to provide or deliver electronic copies of documents unless specifically required in the Proposal. In the case of any discrepancy between any electronic files and hard copies of drawings or files, hard copies shall control. Due to the easily alterable nature of electronic files, Consultant makes no warranties, either express or implied, with respect to electronic files if such files are provided. Client agrees to defend, indemnify and hold harmless Consultant against all claims and expenses, including attorney fees, arising out of any use or modification of instruments of service without the express written consent of Consultant.
Payment
By accepting the Proposal, Client agrees to pay Consultant in the manner described therein, the full amount set out in the Proposal. LandInteligence USA LLC, (“Consultant”) will not begin any work under this Contract until it receives from Client a retainer as specified in the proposal. The Consultant will hold the retainer and will apply retainer to its final invoice on this Project. Client will be invoiced in a manner determined by Consultant and all invoices will be due and payable within 15 days of issuance. In the event payment is not made in a timely manner, the overdue balance shall bear interest at a rate of 1.5% per month. If the Client fails to make payments when due or otherwise is in breach of this Contract, Consultant may suspend performance of services upon 5 calendar days’ notice to Client. In the event legal action is necessary to enforce the payment provisions of this Contract, Consultant shall be entitled to collect from the Client any judgment or settlement sums due, and reasonable attorney fees, court costs, and other expenses incurred by Consultant in connection therewith, together with the value of the time of Consultant’s employees and expenses spent in connection with such collection action.
Performance, Delay, and Force Majeure
If a schedule is agreed to in the Proposal, then Consultant will use its best efforts to perform according to said schedule. Client acknowledges that Consultant performance often involves public agencies and other businesses and groups with substantial impact on scheduling. Neither party shall hold the other responsible for damages or delays in performance caused by force majeure, acts of God, or other events beyond the control of either party which could not have been reasonably foreseen or prevented. Such acts or events shall include unusual weather, floods, epidemics, strikes, lockouts, protest demonstrations, and unanticipated site conditions. Any delay within the scope of this provision that cumulatively exceeds 45 calendar days shall, at the option of either party, make the Contract subject to termination and renegotiation.
Notice
Any notice to be given under this Contract shall be in writing and shall be deemed duly given when delivered personally or by courier or three business days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid addressed to an agent of Consultant.
Applicable Law and Survival
The validity, performance, and interpretation of this Contract shall be according to the laws of the State of Maryland. All obligations arising prior to the termination of this Contract and all provisions of this Contract allocating responsibility or liability between Consultant and Client shall survive the completion of services and termination of this Contract.
Assignment and Addendum
Neither party shall assign or transfer its interest in this Contract without the written consent of the other party. Consent to such assignment or transfer shall not be unreasonably withheld. This Contract may not be amended except in writing executed by both Consultant and Client. No alterations or modifications to the Proposal or these terms and conditions shall be effective unless affirmatively agreed to in writing by both parties.
Binding Effect of Agreement
This Contract shall be binding upon the inure to the benefit of the parties thereto, their successors and assigns. If and to the extent that any court of competent jurisdiction holds any provisions or part thereof of this Contract to be invalid or unenforceable as a final nonappealable order, then the remainder of the Contract shall not be affected and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law.
Cancellation and Suspension
This Contract may be terminated by either party providing written notice to the other party no less than 10 calendar days in advance of the effective date of the termination. Fees, expenses, and other amounts due Consultant shall be due and payable immediately upon termination including such amounts reasonably incurred by Consultant in the process of stopping work after the notice of termination is received. If the project is suspended for more than 30 calendar days in the aggregate, Consultant shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon resumption, an equitable adjustment in fees to accommodate the resulting remobilization costs. In addition, there shall be equitable adjustment in the project schedule based on the delay caused by the suspension.