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Exhibit B
<br />JPR Corp. - Standard Terms & Conditions
<br />Page 1 of 1
<br />Invoices & Payment:
<br />JPR shall submit invoices monthly or at project completion for services
<br />performed and expenses incurred under this Agreement. Payment is due upon
<br />Client’s receipt of invoice and shall be considered past due if payment is not
<br />received within thirty (30) calendar days from date of invoice.
<br />JPR retains the right to assess Client a finance charge of one and one-half
<br />percent (1.5%) per month, but not to exceed the maximum rate allowed by law,
<br />on invoices that are not paid within thirty (30) calendar days from date of invoice.
<br />The Client’s obligation to pay for services performed by JPR shall not be reduced
<br />due to the Client’s inability to obtain financing, zoning, approval of regulatory
<br />agencies, or any other reason.
<br />Acceptance:
<br />If Client gives JPR verbal, emailed, or written notification to proceed with services
<br />outlined in this Agreement, without providing a signed copy of this Agreement, it
<br />will be considered as mutually understood that Client and JPR will be
<br />contractually bound by this Agreement, even in the absence of signed written
<br />authorization. Client’s acceptance of services under this agreement will be
<br />deemed approval of the Agreement.
<br />Additional Services:
<br />Additional services requested beyond that which is specifically outlined in the
<br />Scope of Work may require additional compensation. JPR will provide the Client
<br />with a fee amendment for approval prior to performing any additional services.
<br />JPR is not responsible for project related delays that result while formal (written)
<br />approval of additional services is pending.
<br />Schedule:
<br />JPR is not responsible for any loss or damages resulting from any delays for
<br />causes outside JPR's control, including, but not limited to inclement weather,
<br />governmental or reviewing agency delays, unforeseen or undisclosed project
<br />related conditions, natural disasters, or acts of God.
<br />Insurance:
<br />JPR agrees to procure and maintain, at its expense, Commercial General
<br />Liability insurance, Professional Liability insurance, and Automobile Liability
<br />insurance for claims arising out of the performance of services under this
<br />Agreement caused by negligent acts, errors, or omissions for which JPR is
<br />legally liable.
<br />Ownership and Use of Documents:
<br />The Client agrees that JPR owns all reports, documents, and work products,
<br />including all associated copyrights, produced as part of this Agreement. JPR
<br />grants to the Client a license to utilize the deliverables (plans, reports, etc.) with
<br />respect to the project at hand, but any further use of the same beyond the subject
<br />project is done so at the user's sole risk and may be subject to copyright
<br />enforcement action.
<br />Professional Standard of Care:
<br />The standard of care for all Professional Services performed or furnished by JPR
<br />under this Agreement will be the care and skill ordinarily used by members of the
<br />subject profession practicing under similar circumstances at the same time and
<br />in the same locality.
<br />Accordingly, JPR is unable to provide a guarantee, or warranty, expressed or
<br />implied, under this Agreement or otherwise, in connection with any services
<br />performed or furnished by JPR.
<br />Dispute Resolution:
<br />JPR and Client shall resolve all claims and disputes arising out of or related to
<br />this Agreement in the following manner:
<br />1. JPR and Client agree to negotiate all disputes in good faith for a period of ten
<br />(10) days from the date of notice, prior to invoking mediation.
<br />2. JPR and Client agree that they shall first submit any and all unsettled claims,
<br />counterclaims, disputes, and other matters in question arising out of or relating
<br />to this Agreement or the breach thereof (“Disputes”) to private mediation. JPR
<br />and Client agree to participate in the mediation process in good faith.
<br />3.If the dispute cannot be settled through negotiation or mediation, then such
<br />dispute shall be decided by arbitration in accordance with the construction
<br />industry arbitration rules of the American Arbitration Association then in effect.
<br />The reward rendered, if any, by the arbitrator(s) shall be final and binding and
<br />judgment may be entered upon it in accordance with the applicable law in any
<br />court having jurisdiction.
<br />Demand for arbitration must be served in writing on the opposing party no later
<br />than one (1) year from the date of substantial completion of JPR's participation
<br />in the project.
<br />All mediation or arbitration shall take place in the State of Indiana. Each party
<br />shall share equally the fees and expenses of the mediator or arbitrator(s) and
<br />other costs incurred by the mediator or arbitrator(s).
<br />Environmental Condition of Site(s)
<br />To the fullest extent permitted by law, the Client shall indemnify and hold
<br />harmless JPR from and against all claims, costs, losses, and damages (including
<br />but not limited to all fees and charges of engineers, architects, attorneys and
<br />other professionals and all court or arbitration or other dispute resolution costs)
<br />caused by, arising out of or relating to the presence, discharge, release, or
<br />escape of any Hazardous Substance at, on, under or from the project site.
<br />Professional Design Services – WITHOUT Construction Phase Services:
<br />Should the Client provide Construction Phase services via either Client’s
<br />representative(s) or via another consultant, design-builder, or any other 3rd party,
<br />JPR’s services under this agreement shall be considered complete upon
<br />completion of the Final Design efforts, and the Client’s official acceptance and/or
<br />approval of the JPR provided construction documents. (project plans,
<br />specifications, etc.)
<br />Further, and if the Scope of Services associated with this Agreement does not
<br />include Construction Phase Services, such as bidding & negotiation oversight,
<br />contract administration, full or part time on-site observation/inspection to ensure
<br />compliance with Client accepted plans and specifications, review of progress
<br />payment requests, change orders, requests for information or clarification
<br />submitted by the Contractor, attendance at or administration of pre-construction
<br />or construction progress meetings, coordination with utilities, or any other
<br />construction phase services typically provided by Professional Civil Engineers
<br />and/or Architects, it is therefore understood and agreed that any/all responsibility
<br />associated with these critical functions must be assumed by others.
<br />Accordingly, the Client therefore agrees, to the fullest extent permitted by law, to
<br />indemnify and hold harmless JPR, its officers, directors, employees and/or
<br />subconsultants against any/all claims arising out of or in any way connected to
<br />the performance of such activities, or lack thereof, by others, including the Client
<br />itself or other entities/consultants in the employ of the Client, and from any and
<br />all claims arising from modifications, clarifications, interpretations, plan revisions,
<br />redesigns, adjustments, or changes necessarily made to the Contract
<br />Documents resultant of site conditions or parameters that become apparent as
<br />part of the construction process itself, information not previously known or
<br />disclosed by any local or non-local regulatory agencies, certain design
<br />considerations not previously disclosed by the Client, availability or lack thereof
<br />of either materials or appropriately skilled labor, or any other reason not
<br />specifically associated with or directly resultant of negligence or willful
<br />misconduct on the part of JPR.
<br />Termination:
<br />The Client or JPR may terminate this Agreement, in whole or in part, by giving
<br />seven (7) days written notice if the other party substantially fails to fulfill its
<br />obligations under the Agreement through no fault of the terminating party. Upon
<br />termination, JPR shall be entitled to invoice Client and receive full payment for
<br />all services and reimbursable expenses incurred through the effective date of
<br />termination. Where the method of payment is “lump sum” or “fixed fee”, the final
<br />invoice will be based on the number of hours billed to the project as of the date
<br />of termination, a standard hourly rate of $150 per hour, and incurred
<br />reimbursable expenses. An equitable adjustment shall also be made to provide
<br />for termination settlement costs, if any, JPR incurs as a result of commitments
<br />finalized prior to termination.
<br />Entire Agreement:
<br />The terms of this Agreement are final, and any and all prior written or oral
<br />agreements or understandings are superseded by this final signed written
<br />agreement. Any changes to the written agreement, the scope of services, or
<br />terms and conditions, must be made in writing and signed by both JPR and the
<br />Client.
<br />Severability:
<br />If any provision of this Agreement is held invalid or unenforceable, the remaining
<br />provisions shall remain valid and binding upon the parties.
<br />Controlling Law:
<br />This Agreement shall be governed by the laws of the State of Indiana.
<br />J:\Admin\Accounting - Public\Standard Contracts and Agreements\JPR Corp Standard Terms
<br />& Conditions\2024-01-01 JPR Corp Standard Terms & Conditions.docx
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