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■f i■ mr'1! ■!on 13. All unpaid balances after thirty(30)days past due shall bear interest of one(1)percent per month. 14. The Architect reserves the right to assess reasonable costs of collections,including attorney fees,for any balance that is over Ninety(90) days past due. TERMINATION 15. The services covered by this Proposal for Services may be terminated,with or without cause,by either party upon the giving of not less then seven (7) days written notice. Failure of the Client to make payments to the Architect in accordance with this Proposal for Services shall be considered substantial nonperformance and cause for termination. 16. If for any reason the services covered by this Proposal for Services are terminated prior to completion,payment for all completed phases shall be due in its entirety. If any phase is not completed upon termination,all services performed for that phase(s)will be billed at the Standard Hourly Rates set forth in this Proposal for Services,plus reimbursable expenses. 17. If the services covered by this Proposal for Services are terminated prior to completion,the Client may retain and use the Architect's work product under the following conditions. The Client must retain a new Architect or civil engineer of record who will assume responsibility for the drawings and submissions. All fees and expenses earned or incurred by the Architect shall be paid in full. The Client agrees to defend,indemnify and hold harmless the Architect from all liability and claims which relate in any way to the Architect's services,in recognition of the fact that the Architect, after termination, has lost the right to detect and correct errors or omissions and has lost the right to interpret his work product. However, the Architect is not relieved from liability for the Architect's negligent errors or omissions which, under the circumstances, should have been detected and corrected by the Architect prior to termination. DOCUMENT OWNERSHIP 18. All plans,drawings and other associated documentation,whether in hard copy or electronic format,prepared by the Architect are and will remain the property of the Architect. The Architect retains all copyright protection and intellectual property rights to such plans,drawings and documentation. Such shall not be used by the Client in connection with any other project. Upon termination or completion of the Project,the Client shall have the right to retain and use one reproducible set of such work-product, under the terms of these Standard Terms and Conditions. The Client shall not reuse or make any modifications to the Architect's work-product without prior written authorization of the Architect. The Client agrees,to the fullest extent permitted by law,to indemnify and hold the Architect harmless from any claim,liability or cost (including reasonable attorney's fees and defense costs) arising or allegedly arising out of any unauthorized reuse or modification of the plans, drawings and other associated documentation by the Client or any person or entity that acquires or obtains the plans and specifications from or through the Client without written authorization of the Architect. APPLICABLE LAW 19. This Proposal for Services is to be interpreted under the laws of the State of Maryland;the principal place of business of the Architect MEDIATION/ARBITRATION 20. Any and all disputes arising out of this Proposal for Services shall be resolved through arbitration; however, prior to the filing of any demand for arbitration any dispute shall be referred to impartial mediation. After a good-faith attempt to have such dispute mediated,but not sooner than thirty (30) days after the date of the first mediation session,either party may file a demand for arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. No joinder of other parties in any arbitration may be compelled,except,however,that the Architect may join its consultants in any Arbitration with the Client. ARCHITECT'S LIABILITY 21. The Architect's liability to the Client on account of services performed tinder or pursuant to this Proposal for Services shall be limited to the amount of the Architect's fee. In the event that the Client does not wish to limit the Architect's liability as stated above,the Architect will waive this limitation upon the Client's written request, provided that the Client agrees to pay the amount of any additional liability insurance premiums which are occasioned by such waiver. 22. Damages recoverable from the Architect,in the case of negligent errors or omissions,shall be limited to the direct extra cost to the Client of necessary corrective work, with an offset for betterment, if any. Recovery for any consequential damages, for delay, impact, interference, efficiency or lost profits,is expressly waived. It is agreed that there are no implied warranties between the Architect and any party. 23. Privity of contract is expressly contemplated by this Proposal for Services including, but not limited to, any claims for economic loss or incidental property damage. 24. If any provision in these Standard Terms and Conditions are in conflict with any provision in the attached Proposal for Services, the provision in these Standard Terms and Conditions supersedes the Proposal for Services. I C:\Users\sjefferson\Des ktop\Miscell aneous\Standard_Tams_for_Proposals_O 1_14_14.docx - Page 2 of 2