DEVELOPMENT CONSULTANT SERVICES AGREEMENT – TERMS AND CONDITIONS
ARTICLE 1 – OBLIGATIONS OF THE PARTIES
1.1 Obligations – DC. The DC shall be the Owner’s consultant and provide the Services as described in the Statement of Services and Compensation attached hereto as Appendix A and incorporated by this reference.
1.2 Obligations – Owner. The Owner shall make payment to the DC as described in the Statement of Services and Compensation attached hereto as Appendix A and incorporated by this reference. The Owner shall serve as the authorized representative with respect to all decisions requested by DC relating to the Project. The Owner shall have the authority to approve changes in the scope of the Project and shall be available during working hours and as often as may be required to render decisions and to furnish information in a timely manner. The Owner affirmatively warrants and represents that it will cooperate in assisting in the DC’s performance of its obligations to the Owner. The Owner shall, at the request of the DC, timely furnish such information, support and time of and from its agents, officers or employees regarding the Owner’s knowledge of and requirements for the Project and, in addition, such other information as is reasonably necessary for the DC to perform in accordance with this Agreement. The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site.
ARTICLE 2 – CHANGE ORDERS
The Owner, without invalidating the Contract, may order changes in the Project, consisting of additions, deletions or other revisions, with compensation being adjusted accordingly (“Change Order”). Such changes shall be authorized by a written Change Order signed by the Owner and the DC, and shall be deemed a part of and subject to this Agreement. Within ten (10) business days of receipt of a change order proposal request from the Owner, the DC shall provide a detailed estimate of the increase or decrease in the cost of the Project. Any resulting adjustments in the compensation (as set forth in Appendix A) resulting from a Change Order shall be determined by mutual agreement of the parties or, in the absence of such agreement, by the cost of any additional labor, material, equipment, and overhead plus profit of fifteen percent (15%).
ARTICLE 3 – INDEMNIFICATION AND LIMITATIONS
To the fullest extent permitted by law, each Party shall indemnify and hold harmless the other and its consultants, agents and employees of any of them, from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees and consequential damages, arising out of or resulting from performance of its obligations under this Agreement, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property including loss of use therefrom, but only to the extent caused in whole or in part by the negligent acts of such Party, its consultants, agents and employees, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described herein.
ARTICLE 4 – TERMINATION OR SUSPENSION OF THE AGREEMENT
4.1 Notwithstanding the foregoing or anything to the contrary contained herein, the Owner may terminate this Agreement upon ten (10) days written notice to the DC should the DC fail substantially to perform in accordance with its obligations under this Agreement if, within such ten (10) day period, the DC has not commenced a cure of such failure, and thereafter diligently pursues such cure to completion. In the event of such termination, the DC shall not be entitled to any further payment beyond the compensation earned up to the date of termination.
ARTICLE 5 – MISCELLANEOUS PROVISIONS
5.1 This Agreement shall be governed by the laws of the District of Columbia. The Parties agree that the exclusive venue for any controversy or claim arising out of or relating to this Agreement shall be the District of Columbia, the courts of which shall have exclusive jurisdiction over the subject matter of all such controversies and claims and personal jurisdiction over each of them.
5.2 This Agreement shall be binding upon the parties’ respective successors and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of the other party, and any such attempted assignment shall be void ab initio.
5.3 A failure of either party to exercise any right or duty provided for herein, shall not be deemed to be a waiver of such right or duty hereunder.
5.4 This Agreement may be amended or modified only by written amendment or modification signed by both parties.
5.5. The terms contained in this Agreement constitute the entire understand and agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements relating thereto whether written or oral. If any portion of this Agreement is held as a matter of law to be unenforceable, the remainder shall be enforceable.
5.6 This Contract and the terms set forth herein shall be valid for 30 days from when the DC has executed it. If Owner fails to accept and return the signed Contract to DC within such 30 day period, this Contract shall be considered an unaccepted offer and no longer valid and enforceable.
5.7 Upon completion of the Project, Owner hereby grants DC the right to photograph and publish the Project on DC’s website and marketing materials.
5.8 Payment Terms – The DC shall issue statements to the Owner on a monthly basis, which shall contain an itemization of all services rendered. Payment of invoices shall be payable within fifteen (15) days of the date of the invoice. All undisputed amounts due but not paid within fifteen (15) days shall bear interest from the date payment is due until paid at the rate of 12% per annum. In the event of nonpayment of any undisputed amounts within thirty (30) days of the date of the invoice, the DC shall have the right to suspend work without penalty upon five (5) days prior written notice.
