General Conditions
These General Conditions pertain to those provided and required by CHALK MOUNTAIN LLC, DBA CM2E (“CM2E” or “Engineer”).
CM2E shall perform its professional engineering services with the degree of care and skill ordinarily exercised by competent professional engineers practicing under the same or similar circumstances.
No warranty or guarantee, express or implied, is made regarding CM2E’s services, governmental approvals, construction performance, or project outcome.
CM2E’s responsibilities are limited to the services specifically identified in the Proposal.
Services requested or required beyond the stated Scope of Services, including additional analyses, alternatives, revisions, meetings, regulatory responses, changed conditions, or work resulting from new information, shall constitute Additional Services and will be invoiced at CM2E’s applicable rates unless otherwise agreed in writing.
Client shall provide timely access to the property and all reasonably available information necessary for CM2E’s services, including surveys, plans, reports, title information, development requirements, existing studies, and other relevant records.
CM2E may reasonably rely upon information provided by Client, governmental agencies, consultants, surveyors, contractors, and other sources unless independent verification is specifically included within the Scope of Services.
CM2E’s calculations, recommendations, designs, and opinions shall be based upon its independent professional judgment and the information reasonably available when the services are performed.
CM2E will not knowingly follow an instruction that it reasonably believes would violate applicable law, professional standards, or its obligations as a Texas professional engineering firm.
If such an issue cannot reasonably be resolved, CM2E may suspend or terminate the affected services upon written notice.
CM2E will use reasonable professional efforts to assist Client with regulatory review and approval when included within the Scope of Services.
Permits, approvals, variances, interpretations, review schedules, and decisions made by governmental authorities remain outside CM2E’s control and cannot be guaranteed.
Changes in regulatory requirements or agency interpretations occurring during the project may constitute Additional Services.
Unless expressly included within the Scope of Services, Client is responsible for obtaining and paying for permits, applications, governmental fees, utility charges, testing, surveying, geotechnical services, and other third-party services or costs.
CM2E will use reasonable professional efforts to perform its services in accordance with the anticipated project schedule.
CM2E shall not be responsible for delays resulting from governmental review, Client decisions, third-party performance, changed conditions, additional services, delayed information or payment, force majeure, or circumstances beyond CM2E’s reasonable control.
Unless expressly agreed otherwise, CM2E is not responsible for the acts, omissions, schedules, means, methods, techniques, sequences, procedures, or work product of contractors, subcontractors, independent consultants, governmental authorities, utilities, or other third parties.
CM2E’s involvement does not relieve another project participant of its independent contractual or professional responsibilities.
Unless expressly included within the Scope of Services, CM2E has no responsibility for construction supervision, job-site safety, construction means or methods, contractor performance, or continuous inspection of the work.
Periodic observations or site visits by CM2E do not constitute supervision or acceptance of a contractor’s work.
Hydrologic, hydraulic, drainage, and flood analyses are based upon available data, accepted engineering methodologies, assumptions appropriate to the assignment, and conditions reasonably known when the analysis is performed.
Rainfall, runoff, flooding, erosion, debris, downstream conditions, future development, natural processes, and other variables cannot be predicted or controlled with certainty.
Accordingly, drainage or flood-related services do not constitute a guarantee that flooding, erosion, drainage problems, property damage, or other adverse conditions will never occur.
CM2E may revise its calculations, designs, recommendations, or conclusions when new information, changed site conditions, regulatory requirements, or other material facts become known.
Services required because of such conditions may constitute Additional Services.
CM2E’s drawings, reports, studies, calculations, models, specifications, and other professional work products are prepared for the Client, project, and purpose identified in the Proposal.
No third party may rely upon CM2E’s work without CM2E’s prior written authorization.
Any unauthorized alteration, reuse, or application of CM2E’s work to another project or purpose is undertaken without CM2E’s responsibility.
CM2E provides professional engineering services and does not provide legal, brokerage, investment, accounting, appraisal, or financial advisory services unless specifically stated otherwise.
CM2E does not guarantee project feasibility, profitability, financing, property value, development yield, marketability, or return on investment.
CM2E shall exercise reasonable care to maintain Client information as confidential consistent with applicable professional obligations.
Information may be disclosed when authorized by Client, reasonably necessary for performance of the services, required by law or court order, or required to protect public health, safety, property, or welfare.
CM2E shall retain project records in accordance with CM2E's document-retention policy. CM2E has no obligation to retain project records indefinitely. Project records shall not be released to third parties without Client authorization except as required by applicable law, subpoena, court order, regulatory authority, or professional obligation.
Client shall pay CM2E in accordance with the compensation provisions of the Proposal.
Invoices are due as stated in the Proposal or applicable fee schedule. CM2E may suspend services upon reasonable notice if amounts due remain unpaid.
Client remains responsible for fees and reimbursable expenses incurred through the effective date of any suspension or termination.
CM2E reserves all collection and lien rights available under applicable Texas law.
Either party may terminate the Agreement upon written notice.
CM2E may also suspend or terminate services for nonpayment, material breach, unsafe conditions, unlawful instructions, professional or ethical conflicts, or circumstances materially interfering with CM2E’s ability to properly perform its services.
Client shall compensate CM2E for all services performed, commitments made, and reimbursable expenses incurred through the effective date of suspension or termination.
To the fullest extent permitted by applicable law, the total aggregate liability of CM2E and its officers, employees, and agents arising from or relating to the services shall not exceed the limitation of liability specifically stated in the Proposal.
If no limitation is stated in the Proposal, the parties may establish one by written agreement.
Neither party shall be liable to the other for consequential, incidental, exemplary, special, or punitive damages to the extent such limitation is permitted by law.
To the extent permitted by Texas law, each party shall be responsible for claims, damages, losses, and expenses to the extent caused by its own negligent acts, errors, omissions, or wrongful conduct.
Nothing in the Agreement requires CM2E to indemnify or defend another party for that party’s own negligence or wrongful conduct.
Neither party shall be required to submit a dispute to arbitration unless arbitration is expressly agreed to in a separate written agreement signed by CM2E and Client.
Nothing herein waives any lien, collection, defense, or other remedy available under applicable law.
Neither the Agreement nor any right to rely upon CM2E’s professional services may be assigned or transferred without CM2E’s written consent, except as otherwise required by law.
Proposals provided by CM2E constitute the entire agreement concerning CM2E’s services.
Additional or conflicting provisions contained in purchase orders, Client forms, work authorizations, billing instructions, correspondence, or other documents shall not modify the Agreement unless expressly accepted in writing by CM2E.
If any provision is determined to be invalid or unenforceable, it shall be modified or disregarded only to the extent necessary, and the remaining provisions shall continue in effect.
Acceptance or authorization of the Proposal constitutes Client’s acceptance of these General Conditions.
Additional Services subsequently authorized by Client shall also be governed by these General Conditions unless otherwise agreed in writing.