General Terms & Conditions

Section 1.0 – Relationship of the Parties

These Terms and Conditions, the Proposal and any attachments referenced in the Proposal (collectively, the “Agreement”) is made between the recipient of this Agreement (“Client”) and Terrane, Inc., a Washington corporation (“Service Provider”). The relationship between the parties shall be limited to the obligations of this Agreement. This is an exclusive relationship, solely for the benefit of Client, and no third party beneficiaries are intended by this Agreement. By signing the Proposal, Client agrees to receive updates and notifications through email, text messages, and phone calls.

Section 2.0 – Scope of Work

Service Provider shall perform those services (the “Services”), which Services include the furnishing of any deliverables (the “Deliverables”) specified in Service Provider’s Proposal, which is attached to these Terms and Conditions.

Section 3.0 – Payment

Client shall pay Service Provider in accordance with the Proposal. Invoices will be submitted once a month based on work performed during the prior month. Payment will be due upon receipt. Interest will be added to accounts 30 days in arrears. All expenses incurred by Service Provider for liening or collecting any delinquent amount including, without limitation, attorney and filing fees, shall be paid to Service Provider by Client.

Section 4.0 – Insurance

Service Provider will maintain any insurance coverage required by applicable law as well as adequate insurance to cover any actions, errors or omissions related to Service Provider’s performance of the Services and furnishing of the Deliverables and Service Provider’s indemnification obligations hereunder. Service Provider will furnish to Client, upon Client’s request, a certificate verifying such coverage is in full force and effect.

Section 5.0 – Indemnification

To the furthest extent permitted by applicable law, each party will defend, indemnify and hold harmless the other party, its affiliates and their respective officers, directors, employees, contractors, Subcontractors, agents, shareholders, successors, assigns, and Service Provider Personnel (each an “Indemnitee”, collectively the “Indemnitees”) from and against any and all losses, demands, claims, damages, expenses, judgments or liabilities, including costs, attorneys’ fees, taxes, fines, penalties, interest or other awards (collectively, “Losses”), that may be imposed on, incurred by or asserted against an Indemnitee, arising out of or related to (i) such party’s negligence or knowing violation of applicable law; or (ii) such party’s intentionally wrongful acts or omissions. Notwithstanding the foregoing, under no circumstance shall Service Provider be responsible for any incidental, special, consequential, indirect, or punitive damages suffered or alleged by Client or any Client Indemnitee.

Section 6.0 – Standard of Care

Service Provider’s services shall be performed in accordance with the standard of care of its profession, which means generally accepted surveying practices in the same or similar localities, related to the nature of the work accomplished, at the time the services are performed. Subject to this standard of care, Service Provider makes no express or implied warranties regarding its services. At Client’s reasonable request, Service Provider will promptly redo or otherwise correct defects of any Services or Deliverables not conforming to the foregoing warranty. This remedy is exclusive and shall be the sole remedy that Client shall have against Service Provider for any defective Services provided by Service Provider.

Section 7.0 – Right of Entry

Client has responsibility for obtaining a right of entry to the property for Service Provider. The right of entry shall allow Service Provider, its agents, subcontractors, and employees to enter the property from time to time, as necessary, to perform all acts, studies, and research pursuant to the agreed services.

Section 8.0 – Use of Documents; Instruments of Service

Drawings, reports, surveys, other documents, intellectual property and information, including those in electronic form (collectively, “Instruments”), prepared by Service Provider are instruments of service for use solely with respect to the performance of any Proposal. Service Provider shall retain all ownership rights, including without limitation, all common law, statutory and other reserved rights such as copyrights in the Instruments. Service Provider grants Client a non-exclusive limited license to reproduce the Instruments solely for the purposes of constructing, using and maintaining an applicable project pursuant to a specific SOW. Any other use of the Instruments that is not authorized by Service Provider shall be a violation of the limited license herein, at Client’s sole risk without liability to Service Provider.

Section 9.0 – Construction Staking

Once Service Provider completes its construction staking, it shall not be responsible for the security of the job site and for any improper moving or relocation of the stakes by third parties after Service Provider leaves the site. To minimize this risk, Service Provider recommends that any contractor commence construction as soon as possible after Service Provider completes the staking. In no event should a contractor rely on the location of construction staking 30 days after Service Provider completes the staking. Client should instruct any contractor to contact Service Provider to confirm the location of construction staking if 30 days has elapsed after Service Provider completes the staking or if reasonable suspicion exists that the stakes have been moved.

Section 10.0 – Limitation of Liability

Client expressly agrees that to the fullest extent permitted by law, Service Provider’s maximum liability to Client for claims arising from Service Provider’s acts, errors, or omissions in the performance of its work, shall be the amount of Service Provider’s fee for professional services or $25,000, whichever is less. As used in this paragraph, the term “liability” means liability of any kind, whether in contract (including breach of warranty), in tort (including negligence), in strict liability, or otherwise, for any and all injuries, claims, losses, expenses, damages whatsoever arising out of or in any way related to Service Provider’s services or the services of Service Provider’s subcontractors, officers, directors, and employees from any cause(s). Neither party shay be liable for any claims of loss of profits or any other indirect, incidental, or consequential damages of any nature whatsoever.

Section 11.0 – Independent Contractor; Subcontractor Obligations.

Service Provider, including without limitation, the employees and Subcontractors of Service Provider (“Service Provider Personnel”), are independent contractors. Service Provider Personnel are not employees of Client. Service Provider may freely assign its rights, duties or obligations to its independent contractors and subcontractors (each a “Subcontractor”) subject to the limitation set forth in this Agreement. Service Provider shall enforce all subcontracts at its sole cost and expense. In the event of the termination or expiration of this Agreement, all subcontract rights with respect to the Services will terminate effective as of the termination or expiration of this Agreement.

Section 12.0 – Severability and Survival

All sections of this Agreement that may reasonably be interpreted or construed to survive termination of this Agreement, will survive termination. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, (i) such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

Section 13.0 – Governing Law; Statute of Limitations.

This Agreement, the terms and conditions herein, and all disputes arising out of this Agreement will be governed by the internal laws of the State of Washington without regard to its choice of laws or conflict of laws. Venue and jurisdiction of any dispute involving this Agreement or any dispute arising out of this Agreement hereunder will exist exclusively in the state and federal courts located in King County Washington. Each Party hereby knowingly and irrevocably waives any right to raise forum non conveniens argument that King County, Washington is not the proper venue. All legal actions by either party against the other shall be barred after one year has passed from the time the claimant knew or should have known of its claim, and under no circumstances shall be initiated after two years from the date by which Service Provider completes its services.

Section 14.0 – Precedence

These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding Service Provider’s services. Any exhibits or attachments ascribed hereto are specifically made a part of this Agreement and incorporated herein by reference. In the event of conflict between terms of this Agreement and the exhibits or attachments made part of this Agreement, the Agreement will govern.

Updated; 11/27/2023