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c. Notwithstanding the foregoing, this
<br />Agreement will not terminate as a result of a
<br />substantial failure under paragraph 4.01.A. La if
<br />the party receiving such notice begins, within
<br />seven days of receipt of such notice, to correct
<br />its failure and proceeds diligently to cure such
<br />failure within no more than 30 days of receipt of
<br />notice; provided, however, that if and to the
<br />extent such substantial failure cannot be
<br />reasonably cured within such 30 day period, and
<br />if such party has diligently attempted to cure the
<br />same and thereafter continues diligently to cure
<br />the same, then the cure period provided for
<br />herein shall extend up to, but in no case more
<br />than, 60 days after the date of receipt of the
<br />notice.
<br />2. For convenience, by Owner effective upon the
<br />receipt of notice by Engineer.
<br />B. The terminating party under paragraphs 4.0I.A. I
<br />or 4.01.A.2 may set the effective date of termination at a time
<br />up to 30 days later than otherwise provided to allow Engineer
<br />to demobilize personnel and equipment from the Project site,
<br />to complete tasks whose value would otherwise be lost, to
<br />prepare notes as to the status of completed and uncompleted
<br />tasks, and to assemble Project materials in orderly files.
<br />5.01 Controlling Law
<br />A. This Agreement is to be governed by the law of
<br />the state in which the Project is located.
<br />6.01 Successors, Assigns, and Beneficiaries
<br />A. Owner and Engineer each is hereby bound and the
<br />partners, successors, executors, administrators, and legal
<br />representatives of Owner and Engineer (and to the extent
<br />permitted by paragraph 6.01.13 the assigns of Owner and
<br />Engineer) are hereby bound to the other party to this
<br />Agreement and to the partners, successors, executors,
<br />administrators, and legal representatives (and said assigns) of
<br />such other party, in respect of all covenants, agreements, and
<br />obligations of this Agreement.
<br />B. Neither Owner nor Engineer may assign, sublet,
<br />or transfer any rights under or interest (including, but without
<br />limitation, moneys that are due or may become due) in this
<br />Agreement without the written consent of the other, except to
<br />the extent that any assignment, subletting, or transfer is
<br />mandated or restricted by law. Unless specifically stated to
<br />the contrary in any written consent to an assignment, no
<br />assignment will release or discharge the assignor from any
<br />duty or responsibility under this Agreement.
<br />7.01 General Considerations
<br />A. The standard of care for all professional
<br />engineering and related services performed or furnished by
<br />Engineer under this Agreement will be the care and skill
<br />ordinarily used by members of the subject profession
<br />practicing under similar circumstances at the same time and
<br />in the same locality. Engineer makes no warranties, express
<br />or implied, under this Agreement or otherwise, in connection
<br />with Engineer's services. Engineer and its consultants may
<br />use or rely upon the design services of others, including, but
<br />not limited to, contractors, manufacturers, and suppliers.
<br />B. Engineer shall not at any time supervise, direct,
<br />or have control over any contractor's work, nor shall Engineer
<br />have authority over or responsibility for the means, methods,
<br />techniques, sequences, or procedures of construction selected
<br />or used by any contractor, for safety precautions and programs
<br />incident to a contractor's work progress, nor for any failure of
<br />any contractor to comply with laws and regulations applicable
<br />to contractor's work.
<br />C. Engineer neither guarantees the performance of
<br />any contractor nor assumes responsibility for any contractor's
<br />failure to furnish and perform its work in accordance with the
<br />contract between Owner and such contractor.
<br />D. Engineer shall not be responsible for the
<br />acts or omissions of any contractor, subcontractor, or supplier,
<br />or of any contractor's agents or employees or any other
<br />persons (except Engineer's own employees) at the Project site
<br />or otherwise furnishing or performing any of construction
<br />work; or for any decision made on interpretations or
<br />clarifications of the construction contract given by Owner
<br />without consultation and advice of Engineer.
<br />E. The general conditions for any construction
<br />contract documents prepared hereunder are to be the
<br />"Standard General Conditions of the Construction Contractâť‘
<br />as prepared by the Engineers Joint Contract Documents
<br />Committee (No. C-700, 2002 Edition).
<br />F. All design documents prepared or furnished by
<br />Engineer are instruments of service, and Engineer retains an
<br />ownership and property interest (including the copyright and
<br />the right of reuse) in such documents, whether or not the
<br />Project is completed.
<br />G. To the fullest extent permitted by law, Owner and
<br />Engineer (1) waive against each other, and the other's
<br />employees, officers, directors, agents, insurers, partners, and
<br />consultants, any and all claims for or entitlement to special,
<br />incidental, indirect, or consequential damages arising out of,
<br />resulting from, or in any way related to the Project, and
<br />(2) agree that Engineer's total liability to Owner under this
<br />Agreement shall be limited to $50,000 or the total amount of
<br />compensation received by Engineer, whichever is greater.
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<br />EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services
<br />Copyright 0 2002 National Society of Professional Engineers for EJCDC. All rights reserved.
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