Standard Terms & Conditions
Scope of Services
Abiding Advisory Group ("AAG”) shall perform the project management services described in the Proposal, which together with these Terms and Conditions for the Parties’ agreement (the “Agreement”).Payment
AAG shall be compensated by Client as set forth in the Proposal. AAG will submit invoices to Client periodically as work is completed. Invoices are due and payable upon receipt. Any amount that is 15 days past due shall be subject to a service charge of 1.5% per month until receipt of payment. Client agrees to pay all collection fees on delinquent accounts including attorney’s fees, collection costs, and expenses. In the event of suspension or termination of the Project by Client or a third-party with control of Project with who Client is engaged, Client agrees to promptly notify AAG in writing. If Client fails to pay any invoice according to these terms, AAG reserves the right to stop work on the Project. If AAG’s pricing or scope of work includes phases of services, AAG may stop work and require payment of all invoices for completed services prior to beginning work on succeeding phases.Client Responsibilities
So as not to delay the services of AAG, Client shall designate in writing a person to act as its representative with respect to AAG's services; provide all criteria and full information as to Client's requirements for the Project; place at AAG's disposal all reasonably available information pertinent to the Project and Project site, including relevant lease agreements and any reports, data, and other information to be furnished by Client pursuant to this Agreement; and give prompt written notice to AAG whenever Client observes or otherwise becomes aware of any development that affects the scope or timing of AAG's services. AAG shall be entitled to rely upon the accuracy and completeness of all requirements, instructions, reports, data and other information provided by or through Client or Client's representative.
Client represents and warrants that it is duly authorized to act as agent of Owner for purposes of contracting with AAG, for purposes of making improvements to the Project, and for purposes of Tenn. Code Ann. § 66-11-102, et. seq. Client acknowledges and agrees that it is responsible for overseeing and managing the construction activities, including but not limited to, engaging subcontractors, suppliers, and other necessary parties to facilitate the completion of the Project.Schedule, Budgets, and Estimates of Cost
Any schedules or completion dates, budgets or estimates of cost prepared by AAG represent AAG's professional judgment based on its experience and available information. Since neither AAG nor Client has control over the cost of labor, materials, or equipment, or a contractor's method for determining prices, or over competitive bidding or market conditions, AAG cannot and does not warrant or represent that the actual schedules or completion dates or actual costs will not vary from schedules or completion dates, budget, or estimates of cost prepared by AAG or proposed, established or approved by Client.Additional Services, Modifications, or Changes
In the event of a material change in AAG's scope of services or time or other condition for the performance of services, through no fault of AAG, the compensation due to AAG and the time allowed for AAG's performance shall be equitably adjusted. Any such change shall be in writing and shall include an explanation of fees to be charged for and the scope of the extra work.Promotional Materials
AAG shall have the right to include representations of the involvement of AAG for the Project, including photographs, among AAG's promotional and professional materials. AAG shall not include any of Client’s confidential or proprietary information in said promotional or professional materials that Client specifically denotes in writing is confidential.Termination
Client may terminate this Agreement with thirty days' prior written notice to AAG for convenience or cause. Upon termination, Client shall compensate the AAG for all services performed and reimbursable expenses incurred through the date of termination. AAG may terminate this Agreement for convenience or cause with thirty days' prior written notice to Client. Failure of Client to make payments when due shall be cause for immediate suspension of services or, ultimately, termination, without notice, unless AAG has been paid in full all amounts due.Right of Withdrawal
AAG may withdraw the Proposal if not accepted within 30 days.Notices
All notices to AAG under this Agreement shall be in writing and shall be sent to AAG as follows: Attn: Tommy Stowell via email at tstowell@gmail.com. Notices to AAG sent to any other place or using any other method shall be void.Dispute Resolution
Except for claims or disputes arising from Client’s non-payment of amounts due, Client and AAG agree that they shall first submit any and all unsettled claims, counterclaims, disputes and other matters in question between them arising out of or relating to this Agreement to mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association (as in effect as of the date of this Agreement).
For claims or disputes arising from Client’s non-payment of amounts due, AAG shall be entitled to recover its reasonable attorney's fees and costs incurred to collect amounts due and pursuit thereof, including for any litigation or dispute to recover or enforce the same. In the event of a breach of any of the other conditions of this Agreement by either party, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs incurred in litigation or arbitration.Standard of Care
The standard of care for all services performed or furnished by AAG under or related to this Agreement will be the skill and care by ordinary commercial project managers practicing under similar circumstances at the same time and in the same locality. AAG makes no warranties, either express or implied, under this Agreement or otherwise, in connection with AAG's services.Other Consultants or Contractors
AAG shall not have any direct duty or authority to direct, control or supervise the work of any contractor, nor shall AAG have authority over or responsibility for the means, methods, sequences, or safety procedures employed by any contractor for any contractor's failure to comply with applicable laws, regulations, or standards. AAG’s duties are limited to the following: providing recommendations and resources to advance the Client’s objectives for the Project, contacts for Client’s consideration, and limited advice solely to support the Client’s best interest on the Project. AAG’s duties are limited to making recommendations, providing contacts for consideration and offering opinions for the purpose of facilitating the Client’s best interest on the Project. If Client performs design services or procures separate consultants or contractors to perform design services, AAG shall be entitled to rely on the technical sufficiency and timely delivery of documents and services furnished by Client or Client's separate consultants or contractors and shall not be responsible for the failure of any such documents and services to comply with applicable laws, regulations or standards.Liability
AAG shall not be liable for any indirect, incidental, or consequential damages arising from the Project. AAG's total liability for any claims under this Agreement shall in no event exceed the total amount paid to AAG under this Agreement.Indemnification
Client and AAG each agree to indemnify and hold the other harmless, and to indemnify and hold harmless their respective officers, directors, employees, agents, and representatives, from and against liability for all claims, losses, damages, costs, and expenses, including reasonable attorney's fees, to the extent such claims, losses, damages, costs, or expenses are caused by the indemnifying party's negligent acts, errors, or omissions. In the event claims, losses, damages, costs, or expenses are caused by the joint or concurrent negligence of client and AAG, they shall be borne by each in proportion to its negligence.Assignment
This Agreement shall be binding upon and inure to the benefit of the permitted heirs, assigns, and/or successor in interest of the parties. Neither client nor AAG may assign this Agreement or its rights hereunder to any person or entity without the prior written consent of the other party.Governing Law
This Agreement shall be governed by the laws of the State of Tennessee. The Parties agree that any suit, action or proceeding arising out of or related to this Agreement shall be brought in the state or federal courts of Davidson County, Tennessee, and that all Parties shall submit to the jurisdiction of such court.