General Terms & Conditions
APPLICABLE LAWS: Unless otherwise specified, agreements shall be governed by the laws of the State of Washington.
CLIENT-FURNISHED INFORMATION: Client will make available to Bernardo Wills (BW) all information readily available to Client regarding existing and proposed conditions of the site. BW shall be entitled to rely, without further inquiry or investigation, on all information furnished by Client.
TERMS OF PAYMENT: Invoices including reimbursable expenses will be sent monthly based on the percentage of work completed for each phase identified in the attached fee summary. Payments are to be received within 35 days of date of invoice. Interest on late payments will be charged at 1.5% per month on the unpaid balance. Invoices unpaid after 45 days will be considered a legitimate cause for Bernardo Wills to stop work. Unless directed otherwise, invoices will be submitted by email.
FEES FOR ADDITIONAL SERVICES: Any proposed fees cover only the services set out in the described Scope of Services for each agreement. Any additional services required or requested over and above the proposed scope shall be charged on an hourly basis at the hourly rates scheduled in the agreement. BW will advise Client when additional services have been, or are being, carried out and that, as a consequence, additional fees are payable.
SET OFF: Client may not deduct, reduce or withhold payments due to BW under Agreements by reason of claims or alleged claims against BW.
HAZARDOUS ENVIRONMENTAL CONDITIONS: It is acknowledged by both parties that BW’s scope of services does not include any services related to the presence at the site of asbestos, PCBs, petroleum, hazardous waste, radioactive materials, or other hazardous substances. Client acknowledges that BW is performing professional services for Client and is not and shall not be required to become an “arranger,” “operator,” “generator,” or “transporter” of hazardous substances.
STANDARD OF PERFORMANCE: BW will perform its services with the level of care and skill ordinarily exercised by other professionals under similar circumstances in the same locality at the time the services are performed.
DELAY: Neither party shall hold other responsible for damages or delay in performance caused by acts of God, government orders or mandates, strikes, lockouts, accidents, or other events beyond the reasonable control of the other or the other’s employees and agents.
OPINIONS OF CONSTRUCTION COST: Any opinion of construction cost prepared by BW represents our judgment as design professionals and is supplied for Client’s general guidance. Since BW has no control over the cost of labor and materials, or over competitive bidding or market conditions, BW does not guarantee the accuracy of our opinion as compared to contractor bids of actual cost to the project.
REUSE OF DOCUMENTS: BW’s services are intended for the Client’s sole use and benefit and solely for use on this project. All documents, including computer files, drawings, and specifications prepared by BW under this agreement shall remain the property of BW and are instruments of service with respect to this project. They are not intended or represented to be suitable for reuse by Client or others on extensions of the services provided for the project under this agreement or on any other projects. BW shall have no liability for any use of the documents for any project or purpose beyond this agreement.
MEDIATION: To resolve any conflicts that arise during or following the completion of the project, Client and BW agree that all disputes between us arising out of or relating to this agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise, thereby providing for mediation as the primary method for dispute resolution between the parties to this agreement.
ASSIGNMENT: Neither party shall assign the whole, nor any part, of the agreement without the consent of the other in writing.
INDEMNIFICATION: To the fullest extent permitted by law and covered by applicable insurance, Client and BW each agree to indemnify the other party and the other party’s officers, directors, partners, employees, and representatives, from and against losses, damages, and judgments arising from claims by third parties, including expenses recoverable under applicable law, but only to the extent they are found to be caused by a negligent act, error, or omission of the indemnifying party or any of the indemnifying party’s officers, directors, members, partners, agents, or employees in the performance of services under this Agreement. If claims, losses, damages, and judgments are found to be caused by the joint or concurrent negligence of Client and BW, they shall be borne by each party in proportion to its negligence.
CONSTRUCTION PHASE SERVICES: It understood that the Contractor, not BW, is responsible for the construction of the project, and that BW is not responsible for the acts or omissions of any contractor, subcontractor, or material supplier; for safety precautions, programs or enforcement; or for construction means, methods, techniques, sequences, and procedures employed by the Contractor.
CONSTRUCTION WITHOUT CONSTRUCTION PHASE SERVICES: The Client understands that there may be misinterpretations of the BW's plans and specifications during construction which may lead to errors and subsequent damages. If the Client elects to proceed with the work without BW providing Construction Phase Services as proposed, the Client agrees to indemnify, hold harmless, and defend BW against all claims which may arise out of the acts of the Contractor and/or subcontractors performing the work which are not in compliance with the intent of BW's Documents.
TERMINATION: This agreement may be terminated by either party by seven days written notice in event of substantial failure to perform in accordance with the terms of the agreement by the other party through no fault of the terminating party. If this agreement is terminated, it is agreed that BW shall be paid for services performed to the termination notice date, including reimbursable expenses due.
SUSPENSION OF WORK: Contracts are subject to revision if work has commenced but, at the direction of the Owner, work is paused or suspended exceeding 30 consecutive days. The Owner shall compensate the Architect immediately for all work performed prior to suspending work.
BW CORPORATE RESPONSIBILITY: It is intended by the parties to this Agreement that BW’s services in connection with the project shall not subject BW’s individual employees, officers, or directors to any personal legal exposure for the risks associated with this Project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against BW, a Washington State professional corporation, and not against any of BW’s individual employees, officers or directors.
GENERAL LIABILITY AND LIMITATION THEREOF: BW agrees to hold Client harmless and indemnify Client on account of any liability due to bodily injury or property damaging arising directly out of BW’s negligent operational acts, but such hold harmless and indemnity will be limited to that covered by our comprehensive general liability insurance and not otherwise. BW carries comprehensive general liability insurance, which, subject to its limits, terms and conditions, provides protection against liability arising out of bodily injury and property damage that is the direct result of our operational negligence.
PROFESSIONAL LIABILITY AND LIMITATION THEREOF: This paragraph relates only to Professional Liability and not to General Liability. Should BW or any of our agents or employees be found to have been negligent in the performance of professional services from which Client sustains damages, Client will agree to limit its recoverable damages from such liability, plus any claims for cost of defense or other incurred costs to an aggregate amount not-to-exceed the available limits of our professional liability insurance policy.