THIS AGREEMENT FOR PROFESSIONAL SURVEYING SERVICES (“Agreement”), by and between Smith Planning Group Land Surveying, LLC dba SPG Land Surveyors, a Georgia Limited Liability Corporation having its principal business located at 236 Franklin Street, Hartwell, Georgia (“Surveyor”), and the individual or entity identified as the “Client” on the attached Land Survey Proposal (the “Client”), the terms of which are incorporated herein by this reference (the “Proposal”). Surveyor and Client may be collectively referred to herein as the “Parties”.  For and in consideration of the following terms, conditions, covenants, and agreements set forth herein, the Parties hereto agree as follows:

1.        Services to be Rendered

Surveyor shall perform the scope of services identified in the Proposal (the “Services”) at certain real property identified therein (the “Project Location”).

The aforesaid Services at the above-described location shall be referred to as the “Project”. Surveyor shall not be obligated to Client for the provision of any services of any nature whatsoever not expressly set forth in this Section 1.0 and the Proposal.

2.        Owner And Pertinent Non-Parties

Client represents that the name and address of the owner of the Project Location is accurate. If Client is not the owner of the Project Location, but is obligated to the owner or to some other party dealing with the owner for the services which are the subject of this Agreement, Client shall provide the identities to Surveyor in writing, including the names and principal business addresses, respectively, of such other contracting entities and specifies the nature of the contractual relationship of each of the contracting entities to each other.

Should Client retain the services of a contractor(s), subcontractor(s), or consultant(s) (“Other Parties”) other than Surveyor for the Project, Surveyor is not responsible in any way whatsoever for the supervision or direction of the work of Other Parties, their employees or agents. Surveyor does not have a right or a duty to stop the work of Other Parties performing services at the Project Location nor shall the presence of Surveyor’s field personnel relieve Other Parties of their responsibility to perform their respective obligations.

3.        Date Of Completion

Surveyor shall use its best efforts to complete the Project and any and all Services by the provided time frame estimate stated in the Proposal, if applicable. Client acknowledges that Surveyor may not be able to complete the Project by the estimated completion date for various reasons including, without limitation, unforeseen conditions or occurrences, or force majeure, as further set forth in this Agreement.

4.       Standard Of Care

Surveyor’s Services shall be conducted with the same level and degree of skill ordinarily exercised by members of its profession operating in a similar locality, at a similar time and under similar conditions and circumstances.  Except as provided in this Section, no other warranties, express or implied, are offered or intended by the Surveyor.

5.        Price And Payment Terms 

5.1. For and in consideration of the Services to be rendered in connection with the Project, Client shall pay Surveyor the base contract and/or hourly sum in The Proposal. If within the scope of Services, Client shall additionally pay Surveyor for the costs of any inspection fees, zoning and annexation application fees, assessment fees, engineering fees, soil testing fees, photogrammetry fees, permit fees, bond premiums, blueprints and reproductions thereof, and any and all other similar fees and charges.

5.2. Surveyor will submit progress invoices to Client on a monthly basis and provide a final invoice upon completion of the Project. Payment is due upon receipt. Invoices are considered past due 15 calendar days after the date of invoice at which point past due amounts shall accrue interest at the rate of 10 percent per annum, or the highest amount allowed by applicable law, whichever is greater.  Client’s obligation to pay Surveyor is not contingent upon Client’s receipt of funds from third parties.  Client agrees to pay Surveyor for a reasonable attorney’s fee if any attorney is required to collect any past due amount due under this Agreement. 

5.3. Surveyor shall also be paid in full for any different or additional Services requested and authorized by Client and Surveyor in writing in excess of those stated in this Agreement. If Client disputes any or all portions of any invoice, Client shall notify Surveyor in writing, stating the reasons for such dispute or objection, within 10 business days from the date of invoice, and Client shall pay that portion of the invoice, if any, that is not subject to Client’s dispute. If Client does not object in writing to all or a portion of the invoice within 10 calendar days from the date of invoice, the full amount of the invoice is due and payable and Client waives all objections to the amount invoiced.  Without incurring any liability to Client, Surveyor may suspend or terminate this Agreement, and in either case withhold any and all deliverables or Documents (defined below) if Client fails to pay any undisputed invoiced amounts within 28 calendar days of the date of invoice, or if Client states its intention not to pay forthcoming invoices. Such suspension or termination will not waive any other claim Surveyor may have against Client for nonpayment. 

6.       Approvals

Client agrees and acknowledges that the approval process necessary to maintain a project timeline is both unpredictable and outside of the Surveyor’s control.  Consequently, Surveyor makes no representations as to its ability to timely achieve or obtain, or to obtain, said permits or approvals from any governing authority or outside agency.  

7.        Right Of Entry 

Client, at its sole cost and expense, shall furnish Surveyor, its agents, employees, and subcontractors a right-of-entry and any other authorizations or licenses needed for Surveyor to enter the Project Location to perform the Services. Client agrees and acknowledges that the Services commonly require certain activities that may disrupt the use of the Property Location and may disturb, alter, or damage the terrain and vegetation thereabout and that Surveyor shall have no obligation to restore the property to its original state.  

8.        Reports And Documents

8.1. In connection with the Services provided by Surveyor, Surveyor may deliver one or more printed, non-electronic and/or electronic surveys, reports, blueprints, or other documents (collectively “Documents”) reflective of the Services provided and the results thereof. Any Documents provided to Client by Surveyor in connection with the Project are intended for the sole and exclusive use of Client and its agents and employees, for the Project at the Project Location. 

8.2. Surveyor may provide draft documents to Client from time to time for its information.  However, Client shall only rely upon Documents provided in printed, non-electronic format, which are duly marked with the original seal of the Surveyor. In the event that a discrepancy exists between Documents provided in electronic format and Documents provided in printed, nonelectronic format, the latter shall govern and control. Documents provided to Client in electronic format are only for the convenience of the parties hereto, and any conclusion or information obtained or derived from such electronic Documents will be at Client’s or other user’s sole risk.  

8.3. Subject to the authorized use of Client and its agents and employees, all Documents originated by Surveyor in the course of its performance of the Services are and shall remain the sole and exclusive property of Surveyor. Such documents are specific to Client, the Project, and the Project Location, and Client shall, to the fullest extent permitted by law, indemnify and hold harmless Surveyor from and against any action, claim, damage (including defense costs), or loss arising out of or in connection with Client’s assignment to a third party, re-use, modification, or misuse of the Documents without Surveyor’s prior written consent.  

9.       Exclusions From Services

Unless specifically and expressly required by Section 1.0 and the Proposal, Surveyor shall not be obligated to Client or to any third parties for any of the following activities or services, to include without limitation: construction means and methods, including monitoring or inspections of any nature whatsoever; jobsite safety compliance or OSHA compliance of other contractors; compliance with the Americans With Disability Act; project scheduling; project budgeting, quantity opinions, or cost estimates; construction management; permitting of any nature whatsoever; geotechnical engineering or any other analysis or testing of subsurface conditions, including soils and the location of any utilities or structures not visible from ground surface; environmental site assessments; identification or advice pertaining to any environmentally sensitive areas or hazardous conditions including, without limitation, asbestos, petroleum, radioactive materials, hazardous wastes or other regulated substances or the delineation of wetlands.

10.     Termination 

A.          For Convenience

Upon 28 days prior written notice, Client or Surveyor may terminate the performance of any further Services for convenience. Upon the effective date of such termination notice, Surveyor shall cease work on all Services. Within 28 days of such termination, Client shall pay Surveyor in full for all Services (and reimbursable expenses) performed up to the date of termination at which time Surveyor shall deliver any completed Documents to Client. 

B.          For Cause

In the event of a material breach of this Agreement, the non-breaching party may terminate this Agreement upon 28 days written notice to the breaching party, which notice must identify the material breach. Upon receipt of such termination notice for cause, the breaching party shall have 10 days in which to cure the breach (the “Cure Period”). Should the breaching party timely cure its material breach of this Agreement, this Agreement may not be terminated for cause unless the breaching party commits another breach. Should the breaching party fail to timely cure its material breach, Surveyor shall have the right to terminate this Agreement, effective at the end of the Cure Period. Upon the effective date of such termination for cause, Surveyor shall cease work on all Services. Within 28 days of termination, Client shall pay Surveyor in full for all Services (and reimbursable expenses) performed prior to termination at which time Surveyor shall deliver any completed Documents to Client. 

11.      Unforeseen Conditions Or Occurrences

If, during the course of performance of Services, any unforeseen hazardous substance, material, object, element, or other unforeseen conditions or occurrences are encountered which, in Surveyor’s judgment, materially affects or may affect the Services, the risk involved in providing the Services, or the scope of the Services, Surveyor will notify Client. Subsequent to that notification, Surveyor may: (a) if practicable, in Surveyor’s judgment and with Client’s approval, complete the original scope of Services in accordance with this Agreement; (b) agree with Client to modify the scope of Services and the estimate of costs to account for the previously unforeseen conditions or occurrences, such revision to be in writing and signed by the Parties and incorporated herein; or (c) terminate the Services effective on the date of notification for convenience with the effects described in Section 10.A. above. 

12.      Force Majeure 

Surveyor shall not be deemed in default of this Agreement to the extent that any delay or failure in the performance of an obligation results from any causes beyond its reasonable control and without its fault or negligence. For this purpose, such acts or events shall include, without limitation, storms, floods, unusually severe weather, acts of God, epidemics, protest demonstrations, war, terrorism or terrorist acts, riot, strikes, lockouts or other industrial disturbances or unanticipated site conditions. In the event that such acts or events do occur, both Parties shall attempt to overcome all difficulties arising and to resume as soon as reasonably possible the normal pursuit and schedule of the Services. The time for performance of Services and the estimated completion date described by Section 3 above shall be extended for a period equal to the delay thereof caused by any such act or event that comes within this Subsection. 

13.      Insurance

Certificates of insurance shall be issued by Surveyor upon Client’s written request.

14.     Limitation Of Liability

Surveyor and Client mutually agree that the Services involve risks of liability which cannot be adequately compensated for solely by the payments Client will make pursuant to the terms of this Agreement. Thus, the total cumulative professional liability of Surveyor, its agents, employees, and subcontractors, whether in contract or tort, including negligence, professional errors or omissions, breach of warranty (express or implied), strict liability, or otherwise, arising out of, connected with or resulting from the Services shall be limited to the greater of the total fees paid by Client under this Agreement or $5,000. Client agrees that payment of the limit of liability amount is the sole remedy to the exclusion of all other remedies available for the total cumulative liability of Surveyor, its agents, employees, and subcontractors arising out of, connected with or resulting from the services provided pursuant to the terms of this Agreement. Surveyor’s consideration to Client for this limitation of liability is specifically reflected in Surveyor’s fees for services under this Agreement as such fees are less than Surveyor would be paid for the Services without a limitation of liability. Client acknowledges that Surveyor has offered to amend this limitation of liability to increase the limitation, provided Client agrees to pay an additional consideration for said amendment and submits its request in writing to Surveyor prior to the commencement of the Services under this Agreement.   

15.       Indemnification

To the fullest extent permitted by applicable law and, subject to the Limitation of Liability in Section 14, Each party (the "Indemnifying Party") will indemnify, defend, and hold the other party, its officers, directors, employees, and/or shareholders, harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorney's fees, which arise out of or relate to any material breach of this Agreement by the Indemnifying Party or its employees or agents, or from any acts or omissions of negligence, willful misconduct, or fraud of the Indemnifying Party or its employees or agents, including, but not limited to, third party claims and claims for property damage or personal injury to the other party's Personnel ("Personnel" defined as such Party's employees, servants and agents, independent contractors and subcontractors). The Indemnifying Party's liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party or its employees or agents contributed to such liability. The Indemnifying Party's obligations hereunder are subject to being provided with prompt written notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim, and granting the Indemnifying Party control over the defense and settlement of the same. 

16.     Notices

All notices required to be given under this Agreement shall be personally delivered or mailed (1) to Client at its address provided in the Land Survey Proposal, or (2) to Surveyor at the address included below:

Surveyor’s Address:

236 Franklin Street

Hartwell, GA 30643

17.       Miscellaneous

The paragraph captions and headings used throughout this Agreement are for convenience and reference only, and the words contained therein shall in no way be held or deemed to define, limit, describe, modify, or add to the interpretation, construction, or meaning of any provisions of or scope or intent of this Agreement.  Should any part, provision, term or condition of this Agreement be declared, decreed or determined by any court of competent jurisdiction to be illegal, invalid or unenforceable as part of a final, non-appealable ruling, the legality, validity or enforceability of the remaining parts, provisions, terms or conditions shall not be affected thereby and the remainder of the Agreement shall be given full force and effect.  Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment of proceeds for financing purposes. Surveyor may subcontract for the services of others without obtaining Client’s consent if Surveyor deems it necessary or desirable to have others perform services necessary to the successful completion of the Project. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto.  No action or failure to act by Surveyor or Client shall constitute a waiver of any of its rights or remedies that arise out of this Agreement, nor shall such action or failure to act constitute approval, acquiescence, or ratification of a breach hereunder, except as may be specifically agreed to in writing or as otherwise provided in this Agreement. Unless otherwise provided in this Agreement, all of the terms, provisions, representations and warranties, and all remedies available to any party, shall survive the expiration or sooner termination of this Agreement.  All provisions in this Agreement constituting representations, making or limiting warranties, limiting liability, allocating risk, or for indemnification specifically survive this Agreement. This Agreement and the Land Survey Proposal constitute the entire agreement and understanding between the Parties relating to the Services and supersedes any and all prior negotiations, discussions, and agreements, whether written or oral, between the Parties regarding same. This Agreement may not be modified or amended in any manner except in writing and signed by the Parties. The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, with all disputes arising out of this Agreement being submitted exclusively to a court of competent jurisdiction in the County of Oconee, State of Georgia. 

By executing the Land Survey Proposal, the Parties hereto have caused this Agreement to be executed with equal force and effect.

SPG Land Surveyors Standard Hourly Rates

SPG Title                                                                             Billing Rate        

Principal                                                                                 $210      

Studio Lead                                                                           $190      

Senior Civil Engineer                                                            $180      

Civil Engineer                                                                        $170      

Project Engineer                                                                    $140      

Design Engineer                                                                    $130      

Engineering Technician                                                        $115        

Engineering Intern                                                                 $80        

Senior Landscape Architect                                                $165      

Landscape Architect                                                            $150      

Project Designer                                                                   $125       

Urban Planner + Designer                                                    $125       

Landscape Designer II                                                         $115        

Landscape Designer I                                                          $110       

Landscape Intern                                                                  $80        

Surveying Director                                                               $190      

Land Survey Project Manager                                             $130      

Survey – Three-Man Crew                                                 $200     

Survey – Two-Man Crew                                                   $175       

Survey – One-Man Crew (Robot)                                      $160      

Survey – UAV Crew                                                             $150      

Survey – Senior Drafting Technician                                  $115        

Survey – Drafting Technician                                              $100      

Admin/Support Manager                                                    $95        

Admin/Support Coordinator                                              $90        

Admin Support Assistant                                                     $80

Expert Witness Testimony                                                   $315       

Reimbursable Expenses                               

Mileage                                                                                  $ 0.70 per mile    

Per Diem                                                                                $ 136 per day       

Travel Expenses                                                                    Cost Plus 10%      

Reimbursable Expenses                                                       Cost Plus 10%      

Sub Consultant                                                                     Cost Plus 10%      

Permitting Expenses                                                             At Cost  

Reprographics                                                                       24x36 $5.00 Sheet             

Reprographics                                                                       11x17 $3.00 Sheet

Reprographics                                                                       8.5x11 $0.50 Sheet              

Materials                                                                                $20 CD 

SPG Land Surveyors reserves the right to adjust the hourly billing rates on a yearly basis.