1. SCOPE OF WORK – Essayons Engineering Services, LLC (Essayons) shall perform the services defined in this Agreement and shall invoice the Client as proposed and/or at our standard rates. Any estimate or budget of cost to the Client as stated in this Agreement shall not be considered as a fixed price, but only an estimate unless otherwise specifically stated in this Agreement.  If additional work is required – but not authorized - to complete work proposed in the Scope of Services, client shall remain financially responsible for the cost of work actually completed.  The proposal for this Scope of Work becomes null and void if not accepted and properly executed within thirty (90) days of the date of the proposal.

2. RIGHT OF ENTRY - The Client will provide rights of entry and access for Essayons and necessary permissions in order for Essayons to perform its work without delays.  Delays may result in additional costs.  While Essayons will take reasonable precautions to minimize damage to property, it is understood that in the normal course of work some damage may occur to surface features, the correction of which may not be part of this Agreement.

3. STANDARD OF CARE - Work performed by Essayons under this agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of its profession practicing under similar circumstances in the same or similar locality, in the same period of time.  Essayons's work will be performed in accordance with generally accepted engineering practices. This warranty is in lieu of all other warranties either expressed or implied.

4. RIGHT TO RELY - Essayons shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Owner and Owner’s consultant.

5. RISK ALLOCATION - Essayons' liability for damages arising out of negligence, including errors, omissions, or other professional acts, and including unintentional breach of contract, will be limited to Essayons's fee.  Essayons will not be liable for consequential damages, including, without limitation, loss of use or loss of profits, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act.  No employee or agent of Essayons shall have any individual liability to the Client in addition to, or in excess of, Essayons 's liability under these contract terms and conditions.

6. REMEDIES - In the event the Client becomes aware that an error or omission by Essayons has been discovered, or a change in the conditions reported by Essayons is suspected, Essayons shall receive prompt notice of the suspected error, omission, or change in order for Essayons to have the opportunity to affect an acceptable solution or remedy.  Notice shall include the nature of the suspected error or omission, the proposed remedy, and a reasonable amount of time to remedy. Failure of the Client to provide prompt and proper notice, as defined in this paragraph, or to provide Essayons the opportunity to remedy the situation shall relieve Essayons of any further liability.  In the event, the Client does not believe the remedy to be effective, the Client may choose to terminate this agreement, in accordance with paragraph number 6, below.

7. TERMINATION FOR CONVENIENCE- Either Essayons or the Client may terminate this agreement at any time, for the convenience of said party.  Termination shall be made in writing to the principal signatory of this agreement.  In the event this agreement is terminated for convenience, the Client shall owe Essayons payment of the full value for all work performed, plus reasonable profit, thereon.

8. PAYMENTS - Invoices will be submitted as indicated above. Invoices will be in a format standardized by Essayons, and any special form of invoicing requested by the Client will be subject to an additional administrative charge. Payments will be due and payable in full within fifteen (15) days of the date of invoice, without retainage, and will not be contingent upon receipt of funds from third parties.  If payment is not received within 45 days of the invoice date, Essayons retains the right to STOP WORK and retain all files and documents without recourse until the account is paid in full. In the event that the Client objects to all or any portion of any invoice, the Client shall notify Essayons of the objection within five (5) days from date of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. If at any time, an invoice remains unpaid for a period in excess of thirty (30) days, a service charge of one and one half percent (1 1/2%) per month from the date of the invoice, an effective maximum rate of eighteen percent (18%) per annum, will be charged on past due accounts. If fees are not paid in full within thirty (30) days of the due date, Essayons reserves the right to pursue all appropriate remedies, including stopping work and retaining all documents without recourse. In the event a lien or suit is filed or arbitration is sought to collect overdue payments under the Agreement, Client agrees to indemnify and hold harmless Essayons from and against any and all reasonable fees, expenses, and costs incurred by Essayons including but not limited to court costs, arbitrators and attorney's fees, and other claim-related expenses. In the event the Client fails to pay any invoice in full, Essayons shall have the right to institute collection procedures. The Client shall be responsible for all costs of collection including litigation costs, reasonable attorney's fees at a minimum of 25% of amount due, and court costs. Essayons reserves the right to modify payment terms. All reimbursable costs, such as printing, scanning, postage, etc., will be invoiced at 15% above our cost in addition to the above quoted costs.  Client shall be responsible for sales tax, if applicable, in addition to the quoted fee.

9. OWNERSHIP OF WORK -   Essayons shall retain non-exclusive ownership rights of any work product completed under this contract.  Unless otherwise agreed upon, Essayons reserves the right to utilize images, drawings, and other project related information for marketing purposes.

9. UNENFORCEABILITY - In the event that any term or condition of these General Provisions is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision herein.

10. WEATHER AND SITE CONDITIONS - All work proposed herein and subsequent execution of designs is subject to favorable weather, water levels, and ground conditions. 

11. PERMITS, PENALTIES, AND FEES - Unless specifically discussed in the Scope of Services, it is assumed that Essayons will not responsible for obtaining permits required to commence the work.  Essayons shall not be responsible for any penalties, fees, or delays related to permits or regulatory authorities.

12. ANNUAL SERVICES - Contracts for Annual Services will automatically renew at the current contract rates.  If applicable, you will be advised of any rate adjustments 30 days prior to the anniversary date of the contract.