1. SCOPE OF WORK & STANDARD OF CARE

Consultant shall perform the professional services described in the Proposal. Consultant will provide services consistent with the ordinary standard of care exercised by licensed professionals performing similar services under similar conditions. No other warranties, express or implied, are provided. Consultant may rely upon information provided by Client or third parties without verification unless expressly included in the Scope.

 

Consultant is not responsible for construction means, methods, sequences, or site safety. Consultant does not guarantee project outcomes, regulatory approvals, or the performance of contractors or agencies.

 

2. CLIENT RESPONSIBILITIES

Client shall provide:

• Access to the site for Consultant personnel

• All available documents including deeds, plats, CAD files, utility records, and title work

• Timely decisions, approvals, and information necessary for performance

• Coordination of contractors, vendors, utilities, and third parties

• Payment of permit, review, and application fees

• Notification of known site hazards or underground structures

 

Consultant is not responsible for delays caused by Client, Client’s contractors, permitting agencies, utilities, or weather conditions.

 

3. SCHEDULE, DELAYS & SCOPE CHANGES

Schedules are contingent upon timely Client decisions and third‑party responses. Delays beyond Consultant’s control shall automatically extend Consultant’s deadlines. Any change in design, layout, or Client direction constitutes a change in scope.

 

Additional services require written authorization and will be billed in accordance with the current fee schedule unless otherwise agreed.

 

4. FEES, INVOICING, RETAINERS & REIMBURSABLES

4.1 Pricing Validity
Prices and fee proposals are valid for 180 days from the date of the proposal unless otherwise stated. After that period, Consultant may adjust rates to reflect changes in labor, materials, insurance, or regulatory costs.

 

4.2 Invoicing Options
Billing structure will follow the method indicated in the executed Agreement or Notice to Proceed. Available billing structures include:

• 50% retainer with signed contract + 50% at delivery,

• 100% due at delivery,

• Monthly invoicing (Net 30),

• Monthly by project percentage complete,

• EFT preferred.

Unless otherwise stated in the Agreement, Consultant will invoice monthly, due upon receipt.

 

4.3 Retainer Requirements
If a retainer is required, the following terms apply:

A retainer equal to fifty percent (50%) of the contracted amount is due upon execution of this Agreement. The retainer will be applied to initial mobilization and administrative costs, including scheduling, project setup, permitting coordination, and overhead. Retainers are non-refundable.

If the project is canceled after Notice to Proceed, the retainer will be applied to costs incurred to date, and any remaining balance will be retained to cover administrative and overhead expenses.

 

4.4 Payment Requirements for Final Deliverables
All invoices must be paid in full before Consultant will release:

• Signed and stamped plats

• Signed and stamped drawings

• AutoCAD or digital files

• Any documents required for submittal to regulatory agencies

Consultant may withhold deliverables and suspend work if outstanding amounts are unpaid.

 

4.5 Late Payments and Finance Charges
Past-due balances accrue finance charges of 0.67% per month. Consultant may suspend work immediately if payment is late or if Client’s creditworthiness becomes uncertain.

 

4.6 Reimbursable Expenses
Reimbursable expenses (travel, printing, shipping, permit fees, subcontractors, private locates, utility fees, etc.) are billed at cost +10%, unless otherwise stated. Mileage is billed at current IRS or agency rates. Overtime is billed at 1.5× standard hourly rates.

 

5. OWNERSHIP & USE OF DOCUMENTS

All documents, including CAD files, drawings, and digital data, remain the property of Consultant. Client receives a limited license to use the documents solely for the project for which they were prepared. Reuse, modification, or transfer without Consultant’s written consent is at Client’s risk.

 

Signed and sealed PDF documents constitute the official record. Consultant does not guarantee compatibility of electronic data with Client software. In the event of discrepancy between electronic and stamped documents, the stamped documents shall govern.

6. UTILITIES, HIDDEN CONDITIONS & SAFETY

Consultant is not responsible for unmarked or inaccurately marked utilities. Utility information from Client or utility providers is accepted as accurate unless expressly included in the Scope for verification.

 

Consultant does not investigate subsurface or concealed conditions unless specifically included. Consultant does not provide or supervise site safety; these responsibilities rest solely with the Contractor.

 

7. INSURANCE & RISK ALLOCATION

Consultant maintains insurance coverage for:

• General Liability

• Professional Liability

• Automobile Liability

• Workers’ Compensation

 

Certificates of insurance are available upon request. Client is responsible for maintaining its own general liability and property insurance. Consultant does not add Client as additional insured on Professional Liability, as industry standards prohibit altering PL coverage.

 

8. LIMITATION OF LIABILITY & INDEMNIFICATION

Limitation of Liability 

Consultant’s liability to Client is limited to the greater of:

• $50,000, or

• The total fees paid to Consultant under this Agreement.

 

Indemnification 

Each party shall indemnify the other only to the extent caused by its own negligence. No party shall be required to indemnify for the negligence of others. No duty to defend is created by this Agreement.

 

9. DISPUTE RESOLUTION, VENUE & GOVERNING LAW

Parties shall attempt resolution through direct project‑level communication. If unresolved, mediation is required prior to litigation.

 

Governing Law: This Agreement is governed by the laws of the Commonwealth of Kentucky.

Venue Hierarchy:

1. Fayette County, Kentucky

2. Consultant’s home state, if required by statute or agency contract

3. Project state, if both above are prohibited

Each party shall bear its own attorney fees. Jury trial waiver applies.

 

10. TERMINATION, SURVIVAL & ENTIRE AGREEMENT

Either party may terminate the Agreement with seven (7) days’ written notice. Client shall pay Consultant for all services performed and costs incurred through the termination date.

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The following provisions survive termination:

• Limitation of Liability

• Indemnification

• Ownership of Documents

• Payment Obligations

 

11. Consequential Damages
Consultant shall not be liable to Client for any incidental, indirect, special, punitive, or consequential damages of any kind, including but not limited to loss of profit, loss of use, delay damages, loss of business revenue, or loss of financing, regardless of cause or legal theory.

 

12.  Contractor Responsibility for Construction Means and Layout
Contractor is solely responsible for maintaining stakes, verifying dimensions, setting grades, protecting installed work, and determining construction means, methods, sequencing, techniques, and safety procedures. Consultant’s staking or site reviews do not relieve Contractor of any responsibility for site conditions or proper execution of the work.

 

The Agreement may not be assigned without written consent. If any provision is found invalid, remaining terms remain enforceable. Modifications must be in writing.

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