Standard of Care – Rudd Designs (RD) will perform its services with the degree of skill, care, and diligence ordinarily exercised by qualified professionals in the architectural design field under similar circumstances and within the same community. RD does not provide, and expressly disclaims, any warranties or guarantees—express or implied—regarding project outcomes, performance of third parties, or specific results beyond the scope of professional services.

Scope Changes – The scope of services is based on information available at the time of agreement. As projects evolve, unforeseen conditions, design adjustments, or client-directed changes may require modification of the scope. Any services beyond the original scope will be considered Additional Services and billed at RD’s prevailing hourly rates. Written approval of such changes will be obtained whenever possible.

Safety – RD’s services do not include control or responsibility for construction site safety. RD is not responsible for the means, methods, techniques, sequences, or procedures employed by contractors or subcontractors, nor for ensuring compliance with safety programs or regulations. Responsibility for general site safety remains solely with the client and/or contractors.

Billing – Invoices will be issued monthly and are due upon receipt. Payments not received within fifteen (15) days of the invoice date will accrue interest at 1.5% per month (or the maximum rate permitted by law). Payments will first be applied to accrued interest, then to outstanding principal. RD reserves the right to suspend work for accounts more than 30 days overdue.

Termination – Either party may terminate this Agreement upon seven (7) calendar days’ written notice. In such cases, the client shall compensate RD for all services performed, time accumulated, and costs incurred through the effective termination date, in accordance with agreed rates.

Liability – To the fullest extent permitted by law, RD’s total liability to the client for any claims, losses, damages, or expenses arising from this Agreement, regardless of cause—including negligence, errors, omissions, or breach of contract—shall not exceed the total fees paid to RD under this Agreement.

Hazardous Materials – RD’s services do not include investigation, detection, handling, or remediation of asbestos, toxic, or hazardous materials. If such materials are discovered, RD may suspend work until the client retains qualified specialists to address the condition, and the site is certified safe for continued performance. RD assumes no liability for delays or damages arising from such conditions.

Instruments of Service – All drawings, plans, and other deliverables prepared by RD are considered instruments of professional service and remain RD’s property. The client is granted a limited license to use these documents solely for the project for which they were prepared. Unauthorized reuse, reproduction, or modification without RD’s prior written consent is prohibited, and the client assumes full responsibility for such unauthorized use.

Third Parties – This Agreement does not create any rights or obligations enforceable by third parties. RD’s services are intended solely for the benefit of the client.

Delays – Project schedules may be adjusted in the event of delays caused by circumstances beyond either party’s control, including but not limited to natural disasters, labor disputes, regulatory actions, or acts of God. If delays exceed sixty (60) days, RD shall be entitled to an equitable adjustment in compensation for costs incurred due to the delay.

Opinions of Cost – Any cost estimates provided by RD are for general guidance only and are based on professional judgment and market conditions at the time of preparation. RD does not control bidding, labor availability, or material costs, and cannot guarantee the accuracy of such estimates relative to final construction costs or negotiated contracts.

Access – The client shall provide RD with safe, timely, and unrestricted access to the site and any required project information necessary to perform services. The client shall also notify others with control of the site that RD has been granted such access.

Indemnification – Each party agrees, to the extent permitted by law, to indemnify and hold harmless the other from damages, claims, or expenses (including attorney’s fees) caused by their own negligence, errors, or omissions, or those of their agents, employees, or parties under their responsibility.

Limitations – Except for indemnification obligations, any claims arising under this Agreement must be initiated within three (3) years of RD’s completion of services.

Disputes – Disputes shall first be addressed through good-faith discussions between the parties. If unresolved, the parties agree to non-binding mediation, followed by binding arbitration prior to pursuing litigation. The prevailing party in any legal or arbitration proceeding shall be entitled to recover reasonable legal fees and costs.

Authority – The individuals signing this Agreement represent and warrant that they are authorized to execute and bind their respective parties to its terms.

Entire Agreement – This Agreement is governed by Florida law and represents the entire understanding between the parties, superseding all prior discussions or agreements, whether written or oral. No amendment shall be valid unless made in writing and signed by both parties. If any provision is found invalid or unenforceable, the remaining terms shall remain in full effect.