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<br /> STANDARD TERMS AND CONDITIONS
<br /> Toni Gallas and Partners,Inc.
<br /> AGREEMENT
<br /> 1. These Standard Terms and Conditions,together with the attached Proposal for Services,represent the entire and integrated AGREEMENT
<br /> between the Client and Torti Gallas and Partners,Inc.,a Delaware Corporation(the Architect). The AGREEMENT may not be assigned without
<br /> the prior written approval of both parties. The AGREEMENT may only be amended by a written instrument signed by both the Client and the
<br /> Architect.
<br /> 2. The Client shall provide the best information available regarding requirements for the Project,including a Program which shall set forth,
<br /> the Client's objectives,schedule,constraints and criteria,including flexibility,density,and other requirements,if applicable.
<br /> 3. The Client shall designate a representative authorized to act on the Client's behalf with respect to the Project. The Client or such authorized
<br /> representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable
<br /> delay in the orderly and sequential progress of the Architect's services.
<br /> 4. The Client shall furnish, if required for the Architect to perform its services under the AGREEMENT, surveys describing physical
<br /> characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site or building. The surveys
<br /> and legal information shall include,as applicable,grades and lines of streets,alleys, pavements and adjoining property and structures;adjacent
<br /> drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
<br /> dimensions and necessary data pertaining to any existing structures, other improvements, pertinent information concerning available utility
<br /> services and lines,both public and private,above and below grade,including inverts and depths,if applicable. Client furnished information shall
<br /> include all hazardous and subsurface investigation reports and evaluations. The expense of such information,provided by the Client or by the
<br /> Client's consultants,shall be borne by the Client,and the Architect shall be able to rely on the accuracy of such information. The Client hereby
<br /> agrees to indemnify and hold the Architect harmless for all loss,damage or expense due to the provision by the Client or the Client's consultant
<br /> of inaccurate information.
<br /> 5. The Client shall furnish the services of geotechnical engineers when such services are reasonably required by the scope of the Project or are
<br /> requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values,
<br /> percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating
<br /> subsoil conditions, with reports and appropriate professional recommendations. The Architect shall be able to rely on the accuracy of such
<br /> information. The Client hereby agrees to indemnify and hold the Architect harmless for all loss,damage or expense due to the provision by the
<br /> Client or the Client's consultant of inaccurate information.
<br /> 6. The Client and the Client's representatives and consultants shall promptly notify the Architect,in writing,of any errors or omissions which
<br /> are observed in the documents or materials prepared by the Architect or any consultant. The Client is not under obligation to detect such errors
<br /> or omissions but if these are detected,the Client is obligated to notify the Architect.
<br /> 7. In connection with the preparation and processing of any application for governmental or private financing,mortgage insurance or subsidy,
<br /> the Client, unless otherwise provided, shall furnish all services related to assuring compliance with applicable statutes, including, without
<br /> limitation,noise abatement,environmental rules and regulations,occupational health and safety statutes,legal,accounting or estimating services
<br /> and expenses. The Architect shall not be responsible for professional services and other disciplines that are outside of the professional standards
<br /> for Planning.
<br /> COMPENSATION
<br /> 8. The Client agrees to credit Torti Gallas and Partners,Inc.in all marketing,promotional or advertising materials incorporating the work of
<br /> the Architect in the Project.
<br /> 9. The fees for services set forth in the Proposal for Services,unless otherwise stipulated therein,shall remain in effect for a period of three(3)
<br /> months from the date of the Proposal for Services. Upon initiation of the services covered by this AGREEMENT,if these services have not been
<br /> completed within a period of twelve(12)months,the compensation agreed to therein shall be equitably adjusted.
<br /> 10. Any services provided by the Architect which are not specifically set forth in the Letter Agreement are Additional Services and will be
<br /> provided upon request of the Client. Additional Services will be billed monthly on either an agreed lump sum fee basis,or on an hourly basis
<br /> according to the following Standard Hourly Rates:Executive Principal:$300.00/Hour;Senior Principal: $250.00/Hour;Principal:$225.00/Hour;
<br /> Associate Principal: $200.00/Hour; Senior Associate $170.00/Hour;Associate: $145.00/Hour; Professional and Administrative Personnel: 2-1/2
<br /> times Direct Personnel Expense.
<br /> 11. Fees for Consultant Additional Services billed to the Architect,if any,shall be billed to the Client at cost times a multiple of one and one-
<br /> tenth(1.1).
<br /> 12. Reimbursable and Third Party Expenses are in addition to compensation for Basic and Additional Services and include actual expenditures
<br /> made by the Architect in connection with the project,including but not limited to: reproduction, computer plotting and printing,binding of
<br /> documents and drawings; photographs; photographic enlargements; delivery expenses; professional renderings;transportation;living expenses
<br /> in connection with Client approved out-of-town travel; long distance communications; postage; filing and other fees required by authorities
<br /> having jurisdiction over the Project.
<br /> Reimbursable and Third Party Expenses shall be billed at the rate of one and one tenth(1.1)times the expense incurred by the Architect.
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