ENVIRONMENTAL PLANNING DEVELOPMENT SOLUTIONS, INC. (2)

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Proposal for CEQA Analysis Garry Avenue Business Park July 26, 2021 Paae 15 or entities and from any and all claims arising from modifications, clarifications, interpretations, adjustments or changes made to Contract Documents to reflect changed field or other conditions. Client, Client's contractors or subcontractors, or anyone for whom Client is legally liable shall assume full responsibility for the results of any changes made to the Contract Documents during construction. Client agrees to waive any claims against Consultant and to release Consultant from any liability arising directly or indirectly from such changes. Contract Documents Definition: The Contract Documents consist of the agreement, conditions of the contract (general, supplementary and other conditions), drawings, specifications, addenda issued prior to execution of the Agreement, other documents and modifications issued after execution of the Agreement. 8. Jobsite Safety_ Consultant shall not supervise, direct or have control over general contractor or its subcontractors, regardless of tier, any employee or agent thereof (hereinafter "Contractor") work. Consultant shall not have authority over or responsibility for the construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the work of Contractor. Consultant does not guarantee the performance of the construction contract by Contractor and does not assume responsibility for Contractor's failure to furnish and perform its work in accordance with the Construction Documents. Ill. CLIENT'S RESPONSIBILITIES 1. Client acknowledges that its right to utilize reports and other documents of Consultant provided pursuant to this Agreement will continue only so long as Client is not in default, pursuant to the terms and conditions of this Agreement, and Client has performed all its obligations under this Agreement, including but not limited to payment for services rendered. 2. Client further agrees to waive all claims against Consultant resulting in any way from any unauthorized changes, use or reuse of the electronic files for any other project by anyone other than Consultant. 3. All fees and other charges due Consultant will be billed monthly and shall be due at the time of billing unless specified otherwise in this Agreement. 4. Consultant will provide Client with monthly invoices for services rendered and costs advanced. Client agrees that all billings from Consultant to Client are correct and binding on Client unless Client, within ten (10) days from the date of receipt of such billing, notifies Consultant in writing of alleged Inaccuracies, discrepancies, or errors in billing. 5. Client agrees to pay a monthly late payment charge, which will be the lesser of one and one-half percent (1 r1 /2%) per month or a monthly charge not to exceed the maximum legal rate, which will be applied to .any unpaid balance commencing thirty (30) days after the date of the billing. If Client notes any inaccuracies, discrepancies. or errors in billing pursuant to Article III, late fees shall only apply beginning on the thirty-one•(31) days after the inaccuracies, discrepancies, or errors have been corrected. IV. OWNERSHIP AND USE OF DOCUMENTS AND DATA 1. Prints or document printing will be billed directly to Client by the print company at no additional Consultant administrative cost or billed by Consultant at cost plus fifteen percent (15%). All other reimbursable expenditures will be invoiced at cost plus fifteen percent (15%) handling fee. Sub -consultant costs will be billed at cost plus -twenty-five percent (25%). Mileage will be billed at the standard Federal rate as provided for under Internal Revenue code. 2. Standard of Care: Consultant's services shall be provided consistent with and limited to the standard of care applicable to such services, which is that Consultant shall provide its services consistent with the professional skill and care ordinarily provided by members of the same profession practicing in the same or similar locality under the some or similar circumstances. 3. Survival: Notwithstanding completion or termination of this Agreement for any reason, all rights, duties and obligations of the parties to this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled hereunder and termination of this Agreement.