The Planning & Zoning Resource Company Standard Terms and Conditions
  1. INTRODUCTION. These Standard Terms and Conditions constitute the Agreement between The Planning & Zoning Resource Company (“PZR”) and the client from which an authorization to proceed has been provided to PZR in the form of the standard PZR Order Form and accompanying correspondence.

  2. PERFORMANCE OF SERVICES. PZR has been engaged to provide professional services only, and PZR does not owe a fiduciary responsibility to Client. PZR's services will be performed in accordance with generally accepted practices of zoning due diligence providers providing similar services at the same time, in the same locale, and under like circumstances (“Standard of Care”). PZR makes no other warranty, expressed or implied.

  3. PAYMENT. Payment of PZR’s invoices will be due within 30 days of invoice date. If PZR must engage counsel to collect any unpaid amount, Client will reimburse PZR for all reasonable attorney's fees and court costs.

  4. OWNERSHIP OF DOCUMENTS. All reports and other documents created, prepared, or furnished under this Agreement by PZR are its instruments of service (“Instruments of Services”) and shall remain the sole property of PZR. Client may make and retain copies of PZR’s Instruments of Services for the project at the Site. Any reuse or modification of PZR’s Instruments of Services without written verification or adoption by PZR for the specific purpose intended shall be at Client’s and any third party’s sole risk and without liability to PZR. Client shall indemnify, defend, and hold harmless PZR from all claims, damages, losses, and expenses, including attorney's fees, arising out of or resulting there from. PZR shall have no obligation to provide any such verification or adaptation of PZR’s Instruments of Services, and PZR may require reasonable compensation prior to any such verification or adaptation.

  5. SUSPENSION OF WORK AND TERMINATION. Client may at any time suspend further work by PZR or terminate this Agreement. Client shall compensate PZR for all services performed and commitments made prior to the effective date of the suspension or termination and shall reimburse PZR for expenses incurred, including those of sub-contractors, sub-consultants, and vendors.

  6. CONFIDENTIALITY. PZR will hold confidential all business and technical information obtained or generated in performing of services under this Agreement. PZR will not disclose such information without Client's consent, except to the extent required for: (i) performance of services under this Agreement or collection of invoices; (ii) compliance with professional standards of conduct for preservation of the public safety, health, and welfare; (iii) compliance with any court order, statute, law, or governmental directive; and (iv) protection of PZR against claims or liabilities arising from the performance of services under this Agreement. PZR's confidentiality obligation hereunder shall not apply to information in the public domain or lawfully obtained on a non-confidential basis from others.

  7. RELIANCE. PZR’s Instruments of Services shall be prepared solely for Client and made available to Client only for the purpose stated in the Proposal. The unauthorized use of, or reliance upon, PZR’s Instruments of Services by any other party, or for any other project or purpose, shall be at Client’s sole risk and without any liability to PZR, unless the Client obtains the prior written authorization of PZR, which PZR shall not be obligated to provide. Client shall indemnify, defend, and hold PZR harmless to the fullest extent permitted by law for any claims, losses, or damages allegedly suffered by third parties due to the unauthorized reliance on any of PZR’s Instruments of Services. The Proposal and these Terms and Conditions do not create any rights in parties other than Client.

  8. WAIVER OF CONSEQUENTIAL DAMAGES. PZR shall not be liable to Client for incidental, indirect, special, collateral, punitive, exemplary, or consequential damages, including financial loss, loss of profits, loss of revenue, delay, disruption, loss of anticipated profits or revenue, loss of use of any structure, system, or equipment, or non-operation or increased cost of operation arising out of or related to services provided by PZR, whether the action in which recovery of damages is sought is based upon contract, tort (including, to the greatest extent permitted by law, the sole, concurrent or other negligence, whether active or passive, and strict liability of any protected individual or entity), statute, or otherwise.

  9. LIMITATION OF REMEDIES. To the fullest extent permitted by law, the total aggregate liability of PZR, its officers, directors, and employees to Client and anyone claiming by, through, or under Client, including all authorized relying parties, as applicable, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to PZR's services, from any cause or causes whatsoever, including negligence, errors, omissions, strict liability, or contract, shall be limited to PZR’s fees, as invoiced.

  10. LEGAL ACTION. All legal actions by either party against the other for any cause or causes, including breach of this Agreement, negligence, misrepresentations, breach of warranty, or failure to perform in accordance with the Standard of Care, however denominated, shall be barred two years from the day of the initial delivery of PZR’s Instruments of Services. Client shall compensate PZR for services performed in response to any legal action, subpoena, or court order arising out of or related to PZR’s services under this Agreement at PZR’s standard fee schedule then in effect.

  11. FINAL AGREEMENT. The Proposal and these Terms and Conditions constitute the final expression of the entire agreement of the parties regarding the services to be provided by PZR. The Proposal and these Terms and Conditions supersede all prior and contemporaneous agreements and understandings between the parties regarding the services to be provided by PZR. The Proposal and these Terms and Conditions may not be amended, modified, or waived except by a written agreement designated as an amendment and signed by the party against whom it is to be enforced.

  12. NO ASSIGNMENT. Client may not assign any of its rights or delegate any of its obligations under the Proposal, voluntarily or involuntarily, whether by merger, consolidation, conversion, dissolution, operation of law, or any other manner. Any attempted assignment in violation of this provision shall be void and a breach of contract.

  13. SEVERABILITY. If any of these Terms and Conditions are finally determined to be invalid or unenforceable in whole or part, the remaining provisions shall remain in full force and effect, and be binding upon the parties. The parties agree to reform these Terms and Conditions to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the intention of the stricken provision.

  14. SURVIVAL. These Terms and Conditions shall survive the completion of PZR's services on this project, the delivery of Instruments of Services, or the termination of services for any cause.

  15. ATTORNEYS’ FEES. In any action between the parties relating to PZR’s services or the Instruments of Services, the prevailing party shall be entitled to an award of its attorneys’ fees and costs.

  16. GOVERNING LAW. The Proposal and all claims or causes of action of any type that may be based upon, arise out of, or relate to PZR’s services or the Instruments of Services (including any claim or cause of action based upon, arising out of, or related to any representation or warranty) shall be governed by and construed in accordance with the laws of the State of Oklahoma, including applicable statutes of limitation and other procedural rules.

  17. DISPUTE RESOLUTION. If a dispute arises out of or relates to this Agreement or the breach thereof, the parties will attempt in good faith to resolve the dispute through negotiation. Except for payment matters, if a dispute is not resolved by these negotiations, the matter will be submitted to non-binding mediation with a mutually agreed upon mediator. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. Except for payment matters or to preserve mechanics’ lien rights, neither party will commence a civil action until after the completion of an initial mediation session.

  18. EXCLUSIVE VENUE. Any legal action or proceeding with respect to PZR’s services or the Instruments of Services shall be brought exclusively in the District Court of Oklahoma County, Oklahoma, or in the United States District Court for the Western District of Oklahoma. By issuance and acceptance of the Proposal, the parties irrevocably accept the exclusive jurisdiction of such courts and waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the jurisdiction or laying of venue of any such litigation brought in any such court and any claim that any such litigation has been brought in an inconvenient forum.

  19. WAIVER OF JURY TRIAL. The parties irrevocably waive any right to demand that any action, proceeding, or counter-claim arising out of or in any way related to their agreement, PZR’s services, the Instruments of Service, or the relationship of the parties be tried by jury. This waiver extends to any right to demand a trial by jury arising from any source, including the Constitution of the United States or any state therein, common law, or any applicable statute or regulation. The parties acknowledge that they are knowingly and voluntarily waiving their rights to demand trial by jury.

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