Below are the 2023 General Terms & Conditions for professional service agreements between Mekus Tanager, referred to as MTI below, and MTI's Clients, referred to as Client:
Designating a Representative
The Client shall designate a representative authorized to act on the Clientís behalf with respect to the Project. The Client or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by MTI in order to avoid unreasonable delay in the orderly and sequential progress of MTIís services.
The schedule is an integral part of the services and fee proposal development. It is the responsibility of the Client and their consultants to provide necessary information, perform reviews, and make decisions in a timely manner and/or within the agreed upon number of days to maintain the project schedule. Failure to do so, as well as requests for Additional Services and/or Scope Changes, may affect the project schedule and subsequently the fees. It is the responsibility of MTI to notify the Client of any such effects as they occur and prior to performing any Additional Services or Scope Changes.
Limitation of Liability
The Client, and the persons claiming through the Client, agree to limit the liability of MTI, its agents or employees, for all claims arising out of, in connection with or resulting from, the performances of services under this Agreement to an amount in aggregate of the amount of fees paid under this Agreement.
MTI shall not be responsible for the means, methods, techniques, sequences, or procedures of construction, procurement, shipment, delivery of installation, or for the safety precautions and programs in connection with the work, since these are solely the General or Sub-Contractorsí responsibility under their respective contracts. MTI shall not be responsible for the General or Sub-Contractorsí schedule or failure to carry out the work in accordance with the Contract Documents. MTI shall not have control over or charge of acts or omissions of the General or Sub-Contractors, or their agents or employees, or of any other persons performing portions of the work.
MTIís duties shall not extend to the receipt, inspection, and acceptance on behalf of the Client of furniture, furnishings and equipment. MTI is not authorized to reject nonconforming work, sign change orders on behalf of the Client, stop the work, or terminate a contract on behalf of the Client.
MTI shall not be held liable for product failure specified for this Project. MTI shall not be held liable for damages caused to the client or any other party by the performance of the General or Sub-Contractors and Material Suppliers for the Project.
Copyright of the Drawings
The Drawings, Specifications, and other documents prepared by MTI for this project are the instruments of MTIís service for use solely with respect to this Project. MTI shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the Copyright on any drawings or documents produced. The Client shall be permitted to retain copies, including reproducible copies, of MTIís drawings, specifications, and other documents for information and reference in connection with the Clientís use of and occupancy of the Project. MTIís Drawings, Specifications, or other documents shall not be used by the Client or others on other projects, for additions to this Project, or for completion of this Project by others, unless MTI is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to MTI.
The Client agrees that payments to MTI are due and payable upon receipt of MTIís Invoice. Amounts unpaid thirty days after the Invoice date shall bear late fees at the rate of 1.5% per month. The Client shall pay MTI for expenses, including reasonable attorneyís fees, incurred in collecting any such payments or interest thereon, or in otherwise enforcing any of the terms of provisions of this Agreement. MTI reserves the right to stop all work in the event of non-payment.
In an effort to resolve any conflicts that may arise during the design or construction of the Project or following the completion of the Project, MTI and the Client hereto agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non-binding mediation, unless the parties mutually agree otherwise.
Duration of Contract
Based upon MTIís Description of Scope of Services, and assuming that the Client does not request Additional Services or that the project does not have any Scope Changes, MTI anticipates that MTIís Scope of Services will be completed according to the Schedule provided in the individual Project Proposal or Agreement. If MTIís Scope of Services covered by this Agreement have not been completed within twelve (12) months after the scheduled completion, through no fault of MTI, this Agreement shall be void and extension of MTIís services beyond that time shall be compensated as an Additional Service or per a newly negotiated Agreement between the Client and MTI.
This agreement may be terminated by either party upon seven (7) dayís written notice. In the event of termination, unless there has been a material breach by MTI of this agreement, MTI shall be compensated for all services performed up to the termination date, including all reimbursable expenses already incurred by MTI and due then.
Handicapped Legislation Compliance (If Applicable to the Individual Project / Agreement)
MTI shall use its best efforts to conform our designs to the requirements of any handicapped legislation required by law for this project, including the American with Disabilities Act and regulations thereunder, however MTI shall not be responsible if an aspect of its design does not conform to handicapped legislation where the claim for non-conformance arises by virtue of an interpretation made after the preparation and/or completion of the Contract Documents, and such interpretation is not generally known to similarly situated design professionals.
Cost Estimating Projects (If Applicable to the Individual Project / Agreement)
Any evaluations of the client project budget, Statement of Probable Cost, and detailed estimate of project costs, prepared by MTI, represent MTIís best judgment as a professional design firm familiar with architecture and interior design. Accordingly, MTI cannot and does not warrant or represent that bids or negotiated prices will not vary from the project budget, Statement of Probable Cost, and any estimates of project costs prepared by MTI.
Chicago Self-Certification (If Applicable to the Individual Project / Agreement)
The City of Chicago offers self-certification of architectural drawings as an option to expedite building permits. The Self-Certification Program minimizes or eliminates the need for plan examination reviews by allowing the Professional of Record (MTI, in this case) to certify that the project complies with the Chicago Building Code. Either the Self-Certification staff or the owner/architect then walks the project through, shortening the review period. It is understood, however, that building codes are subject to interpretation, and the regular review process, as opposed to the self-certification process, allows for resolution of code interpretation differences prior to commencing construction, thereby reducing the risk of changes to the actual construction of the Project. The Client understands that revisions suggested as a result of code review do not evidence any failure or negligence on the part of MTI to comply with current code, law or regulation (which failure or negligence MTI remains liable for).
This Agreement supersedes all prior agreements, proposals, representations, and communications between the parties as it relates to the subject matter herein. The parties hereto agree that this Agreement may not be assigned or transferred without the written consent of the other party. This Agreement shall be interpreted under the laws of the State of Illinois. This Agreement, if approved by the Client, will serve as our Contract for Services. Oral proposal acceptance, email authorization to proceed, authorizing purchase orders, and/or payment of an invoice for this project, will be considered as a formal acceptance of this Agreement.