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c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a <br />substantial failure under Paragraph 3.01.A.1.a if the party receiving such notice begins, <br />within seven days of receipt of such notice, to correct its substantial failure to perform <br />and proceeds diligently to cure such failure within no more than 30 days of receipt of <br />notice; provided, however, that if and to the extent such substantial failure cannot be <br />reasonably cured within such 30 day period, and if such party has diligently attempted to <br />cure the same and thereafter continues diligently to cure the same, then the cure period <br />provided for herein shall extend up to, but in no case more than, 60 days after the date of <br />receipt of the notice. <br />2. For convenience, by Owner effective upon Engineer's receipt of written notice from Owner. <br />B. The terminating party under Paragraph 3.01.A may set the effective date of termination at a time up <br />to 30 days later than otherwise provided to allow Engineer to complete tasks whose value would <br />otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to <br />assemble Project materials in orderly files. <br />C. In the event of any termination under Paragraph 3.01, Engineer will be entitled to invoice Owner <br />and to receive full payment for all non -disputed services performed or furnished in accordance <br />with this Agreement and all reimbursable expenses incurred through the effective date of <br />termination. <br />4.01 Successors, Assigns, and Beneficiaries <br />A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal <br />representatives of Owner and Engineer ('and to the extent permitted by Paragraph 4.01.13 the assigns <br />of Owner and Engineer) are hereby bound to the other party to this Agreement and to the <br />successors, executors, administrators, and legal representatives (and said assigns) of such other <br />party, in respect of all covenants, agreements, and obligations of this Agreement. <br />B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, <br />but without limitation, moneys that are due or may become due) in this Agreement without the <br />written consent of the other, except to the extent that any assignment, subletting, or transfer is <br />mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an <br />assignment, no assignment will release or discharge the assignor from any duty or responsibility <br />under this Agreement. <br />C. Unless expressly provided otherwise, nothing in this Agreement shall be construed to create, <br />impose, or give rise to any duty owed by Owner or Engineer to any contractor, subcontractor, <br />supplier, other individual or entity, or to any surety for or employee of any of them. All duties and <br />responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of <br />Owner and Engineer and not for the benefit of any other party. <br />5.01 General Considerations <br />A. The standard of care for all professional engineering and related services performed or furnished by <br />Engineer under this Agreement will be the care and skill ordinarily used by members of the subject <br />profession practicing under similar circumstances at the same time and in the same locality. <br />Engineer makes no warranties, express or implied, under this Agreement or otherwise, in <br />Page 3 <br />E.fCDC E-500 Agreement Between Owner and Engineer for Professional Services <br />Copyright (0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. <br />