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TERMS AND CONDITIONS OF PROFESSIONAL SERVICES

Validity and Effect terminated without cause, you agree to release us from all liability from
Our proposal is valid for thirty days. Should you ask us to begin work the work we performed.
before executing an agreement; you agree that the proposed terms are Asbestos and Hazardous Wastes
the contract in force between us, subject to amendment when our We do not perform services related to the identification, containment or
agreement is executed. removal of asbestos or hazardous waste, including pollutants, nor will
Client Responsibilities we assume liability for any damages or costs related to these materials
You agree to provide complete information about the site and/or building existing in buildings, property or construction products.
and legal, accounting, insurance counseling and additional specialty Insurance
consultant services as may be required. We shall be entitled to rely We carry various forms of industry insurance including Workers’
upon and shall have no responsibility to verify the accuracy and Compensation, Professional Liability and Standard General Liability
completeness of such services and information. Insurance. An insurance certificate is available upon request. To the
Statements extent damages are covered by property insurance, we agree to waive
You will receive a statement every month for services performed during all rights against each other and against the contractors, consultants,
the previous month. Payment is due upon receipt. Interest will be agents and employees of the other for damages, except such rights as
payable after 60 days at the maximum rate allowed by law. We reserve they may have to the proceeds of insurance.
the right to suspend work without breach of contract if your account is Successors and Assigns
past due and to charge you for all costs incurred by us, including legal You and we agree, respectively, to bind ourselves, our successors, and
fees, if we take action to collect the account. All payments are to be our assigns to the terms of the Agreement. Neither party may assign
made in US dollars. this agreement without the approval of the other. Notwithstanding, we
Project Expenses may assign this agreement to a Corgan Associates, Inc. controlled entity
Project expenses such as, but not limited to, photocopies, reproduction, or affiliate.
prints, long distance communications, travel, delivery, photography, Standard of Care
outside consultants, renderings, models, and any additional insurance In performing our services, we will use that degree of care and skill
that you request will be billed at our standard rates or at our actual ordinarily exercised under similar circumstances by competent members
expense times 1.10. You also agree to reimburse us at our cost for any of the design profession practicing in this locality. Further, some
sales tax which may be assessed for our professional services. changes and adjustments in the project will be required in order to
Change of Scope correct errors or omissions in construction documents and should be
Fees are subject to equitable adjustment if the agreed scope is changed. anticipated in your construction budget contingency.
Construction Phase Services Limitation of Liability
Any and all construction administration services will be furnished The total aggregate liability of the Architect/Interior Designer, including
consistent with the terms and conditions of AIA Document B152, most its subconsultants, will not be greater than two times (2X) the total
current version, Construction Phase Services article. TO THE EXTENT amount of our fee for professional services for claims against the
YOU DO NOT RETAIN CORGAN TO PERFORM CONSTRUCTION Architect/Interior Designer related to the project and services rendered
ADMINISTRATION SERVICES, YOU AGREE, TO THE EXTENT or failed to render including, but not limited to, professional errors or
PERMITTED BY LAW, TO RELEASE CORGAN AND ITS omissions within the normal standard of care, negligence, strict liability,
SUBCONSULTANTS FROM ANY LIABILITY FOR CLAIMS OR breach of contract or warranty.
DAMAGES ARISING DURING THE CONSTRUCTION PHASE OF THE Waiver of Consequential Damages
PROJECT. To the fullest extent permitted by law, neither the Owner, the
Additional Services Architect/Interior Designer, or their respective officers, directors,
These are services beyond those agreed to, including among others, partners, employees, contractors or subconsultants shall be liable to the
our revisions due to your adjustments in the project scope, quality, or other or any third-party beneficiary claiming under the Agreement; or
budget. Additional Services will be billed at standard rates. We can shall make any claim for any incidental, indirect or consequential
also provide, at your authorization and cost, graphic and signage damages arising out of or connected in any way to the Project or this
design, fine art consultation, and specialized computer-produced Agreement.
designs, presentations, imaging, etc. No Fiduciary Responsibility of the Architect to the Owner
Dispute Resolution The provisions of this agreement constitute the complete responsibilities
All claims and disputes relating to our services will first be addressed and define the relationship of the Owner and Architect/Interior Designer;
through non-binding mediation prior to pursuit of formal claims or moreover, nothing herein establishes a fiduciary responsibility of the
litigation. A mediator that is mutually acceptable to both parties will be Architect/Interior Designer to the Owner.
selected. Force Majeure
Change Orders In the event that either party is prevented from performing or is unable to
We will review construction change orders for your approval, if these are perform any of its obligations under this Agreement (other than a
among the services in our scope of work. Some reasonable extent of payment obligation) due to any act of God, acts or decrees of
change orders resulting from field conditions and unanticipated causes governmental or military bodies, fire, casualty, flood, earthquake, war,
are normal and should be anticipated by contingency in your strike, lockout, pandemic or epidemic, destruction of facilities, riot,
construction budget. insurrection, or any other events or circumstances not within the
Use of Architect’s/Interior Designer’s Drawings reasonable control of the party affected, whether similar or dissimilar to
any of the foregoing (collectively, a “Force Majeure”), and if such party
Our drawings and specifications are instruments of service solely with shall have used its commercially reasonable efforts to mitigate its
respect to this project. As author, we retain copyright, common law, and effects, such party shall give prompt written notice to the other party, its
statutory rights. You may retain copies for reference, but you may not performance shall be excused, and the time for the performance shall
use these on other projects or to complete this project without our be extended for the period of delay or inability to perform due to such
express written permission. occurrences.
Termination and Suspension Statement of Jurisdiction
The Agreement may be terminated by either of us upon 7 days’ written The Texas Board of Architectural Examiners has jurisdiction over
notice for either cause or convenience. In the event of termination or complaints regarding the professional practices of persons registered as
project suspension, you agree to pay us for services and project architects or interior designers in Texas. The Board may be contacted:
expenses then due. If you suspend the project for more than 3 months, P.O. Box 12337, Austin, Texas 78711-2337 or 333 Guadalupe, Suite 2-
we reserve the right to re-negotiate the balance of our fee to reflect 350, Austin, Texas 78701-3942, Phone: (512) 305-9000; or,
current personnel and project restart costs. Should our services be www.tbae.stte.tx.us.
Corgan Associates, Inc.
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