NS Contract - Purchasing & Summit Engineering Northern Park Project

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TERMS AND CONDITIONS ARTtCLEL• CLIE\T~SRESt'O\SIBIL.IIIt:S A) Client's Representative: The Client shall appoint a representative authorized to act on the Client': behalf with aspect to the prgj~rt. fhe Cairn[ or its rcprescntative shall make decisions in a timch• manner rz_ardin_ all aspects of the Pn~jt.a. shall examine doruments submitted he Summit Comuhinc f:nginttrs thereinafter rrl'rrred to a, lummiu and render dcci;ions in a tintch manner to avoid unrcasenablr delay in the nrdrrh and sryurntirl progress of Summit's ;en ices and the Project schedule;aca~ptrd by Client. B- Client's Prct;ram and Bud>;ct Requirements: Client shall prcrvide Summit full intirmtaticrn m a timrl+ manner rc~ardin^_ all its requirements lire the I'nrjrct ntcluding its objectives. schedule. criteria constraints- and Mtd,rt includm~ rcascmahlr cuminecncirs. C~) Right of Entn•: Client shall provide right of entry -for Summit its stall. subconsultams. and all necessan equipment to complete the V~'orl: Summit will take reaernable precautions to minimize damagt tp property. Clitatt understands that in the normal course of wort: some dantage may occur. the wrrcction al which is nut part of this Agrernx:nt. D) Required Information: C'licm will furnish Summit all information. requirements. data. reports. sun'eys and instructions rcyuired to crnnphtr the ticopc of Sen'ices. includmg idenliFying the qpc and location of underground imprnvcmcnts and utilities_ and all existing rnnditions. Summit shall have the right ur rely upon the completeness and accuracy of Such information. Client acl:no+rled~•rs that certain asumptions will he made reearding existing conditions that cannot be veriticd without destruction or dama_e to misting facilities. To lht fullest extent prrtnitted by law. Clitm agrees to waste all claims against, and to hold hamdrss and indemnify. Summit and its subconsultants, for dama_es to undrrgnnmd improvements and utilities and I'or any costs asttciated with undisclosed existing conditions. EI Im•oires: Summit will render imoias evrrv thirty dayx. Payment is due upon presentation of invoice and is past due thirty t30) days from imoicx date. Client agrees ro pay a service charge of one and one hall' percent t I'/:"o) per month, or the maximum rate allowed by testy. on past due account;. Payment of invoices shall not he suhject to any discounts. sei-oll's, or backchar,es by Client unless agreed to in writing b+• Summit. Client shall pay all costs: expenses. and distributions. including collection agency fees and expenses. coup costs and reasonable attorneys' fees incurred by Summit in the event collection or legal processes are employed to collect outstanding bills. F) Sales Tax: Client will pay' any applicable sales tax w•hcnever deemed to be due. Pavmem terms are exclusive of sales tax. :~RTICi.E 11: $l!~1~11T'S RESPO~StBtLtTtES A) Standard of Care: Summit shall perform the SCr~lCCS called for by this Agreement with the level of care and skill ordinarily exercised by members of the same professions currently practicing under similaz conditions. 'yo other warranty`, expressed or implied. is made. Client acktmwledges that increased vests and changes may be required due to omission. ambiguities and inconsisrencies in the drawings and specilcations. Client agrees to set aside a contingency of at least 3 %o of the Project construction cost to pay Poe these costs and changes. Client further agrees it will make no claims against Summit. for any such costs and changes covered by such contingency fund. 6) Compliance with Laws. Codes and Standards: Consistent with the professional standard of care. Summit will rnmply with laws. codes. and standards applicable to the Project design as of the effective date of this Agreement or the issuance of the construction plans and specifications, whichever is later. C) Certifications: Summit shall sign.. if requested by Client. a statement that to the bast of its knowledge. information and belief. based in whole or in part on information provided by others- the accuracy of which has not been verified. that the 1'rgject has bn:n completed in ;eneral conformance with the plans and specifications. Summit shall not be required «t sign any documents. no matter by whom requested, in which Summit is required to certify, guarantee or warrant the existence of rnnditions the existence of which Summit has not or cannot ascertain. DI Construction Phase Sen'icrs: If amstruction phase services are required in the Scope of Sen~icrs, the ti~llowine terms shall apply- 11 Site Obsenatiun: If silt observation visits are to bz provided by Summit. Summit shall visit the site a[ intervah appropriate to [he stage of the construction. or a+ othrrtise expressly a_reed «r in the Scope of Services. in order [n obsenr the prcr_rzss and quality of the work completed by the contractor Such nhsen~ation is not meant to be an exhaustive check or a detailed inspection ol'the contractor's work but rather to allow Summit to become ;enerally familiar with the prosrtss of Iht Work and to determine in general~if the work is being performed in a manner indicating that. when fully completed. the work will }rt in accordance with the Contract Documents. Summit shell not he required to make h De t Ph e 1 F.S ~ Justice continuous or exhaustive inspections to check the quantity and qualiq of the Wort: nor shall Summit he responsible for the C'ontractor`s failure to perform the \\'o~ acuirdance with the Contract lhxumrnu. 2) Rejection of \~brk: Summit shall have the authnriq to reject am wink o comtracdrrs that is not. in tiummit"; purtcssianal juJgmtnt. in acccrrilancr with the C unstrudirnt Iknuntcnts. \eithrr ihi> authoritc nor the ~txxl faith judgnttnt «~ r~jecl nr not reject any such +.»rl: shall suhject Summit to an+ liahilhy or c:w+e of anion on behalf of the conlracuus. suhcontraanr; or any other supplitr+ or persons perlirnning pomons of the work on the Project 3) ~1~ork Site Safeh': C'lirnt agree. that Commit :hall not supra ist ur direct. or have arc rcspomihility Ibr. control ocrr or ~har~r of. the C'untractur: work or the construction ntcans. methods. techniques. seyurncrs or pnrctdurc>. or for the work site safety precautions or proaram+ in cnnnrction with the Work "I'hrsc right. and rrsponsihilitic~ are solely those of the party or parties pcrtixnting the actual construction of the Project. Neither the professional activities of Summit. nor the presence of Summit personnel and subconsultants at the construction sites shall relieve the Contractors and am other cntit+ of their ohli¢ations. duties and respcrosihilitics including. but not limited to. constntctiun means.~mrthods. sequence. techniques or prcrcrdun~s nccessan• for pcrfnmting. supcrintcnding or caxdinating all portions of the \kork safelc and in accorctanct with any health or safety rcquiremcnts of ant rct:ulatory agency. The Client agrees that the Client. Summit and its suharnsultants shall br indemnified by the Contraaon and shall ere made additional insureds under the C'ontractors' =tncral. umbrella and t~crss liability insurance policies. 1) Submittals and Shop Drawings: If the Scope of Services includes the review of Contractor suhmimals and shop drawings. then tiummit will review such subminals and shop drawings for the limited purpose of checking for conformance with the design concept expressed and the. information provided in the Construction Documents. 'Phis review shall not include review of the accuracy or completeness of details, such as quantities. dimensions. weights or gauges. fabrication prncesus. construction means or methods. coordination of the work with other trades or cunstmction safety precautions. all ul' which are the rzspcrnsihility of the Contractor. Thr review shall he conducted with rcasonahlc pmmptness while allowing sufficient time in Summits jud_mtrnt to permit adequate review. Revie+v of a specific item shall not indicate that Summit has reviewed the entire as'.a:rtthly of which the item is a component. Summit shall not be responsible fitt any deviations from. the Contract Lhrcuments not brought to its attention in writing by the Contractor. Summit sh~ hr rcyuired to review partial submissions or those for wdtich submissions of tort items have not been received. ;) Requests for Clarification or Interpretation: Summit shall provide, with reasonable promptness. written responses to requests from Contractors for clarification and interpretation of the requirements of the Contract Documents. If such requests Cor infomtation. clariRcatian or interpretation are. in Summit's professional opinion. for infi~rmation readily apparent fmm reasonabh observation of field conditions or a review of the Contract Documents. or reasonably infrrablr therefrom. Summit shall he rnlitled w additional compensation at its regular billing rates for its time spent responding to such requests. 6) Record Documents: if required by the Scope of Sen•ices, upon completion of the Wort:, Summit shall compile for and deliver to the Client a reproducible set of Record Documents confomting to the marked-up prints, drawings and other data furnished to Summit by the Contractor. This su of Record Documents will show significant changes made during construction. Because these Record Documents are hosed on unvcrificd information provided M• other parties that Summit will assume to he reliable. Summit cannot and does not warrant their accuracy. E) Insuraaee: Summit shall maintain worker's rnmpensation insurance required by law. Summit rcpresems and warrants that it maintains general liability and pmpeny damage insurance. Certilicates Cor such policies shall be provided to Client upon written request. Client shall maintain at its own rnst and expense. its own general liability and property damage insurance. Client and Summit waive all ri=hts against each other and Summits subconsultanu. agents and employees for damages caused by any peril to the extent covered h.• the pmprrty insurance maintained by Client. except to the extent such proceeds are held by Client as trustee. lltis waiver of subrogation shall hr ellectivc a; to a person or entity even thou_!t that pervert or entity would otherwise have a duty of indemnificrtion. contractual or otherwise. did not pay the insurance prchnium directly or indirectly. and w•hrther or not the person or rntn had an insurable interest in the propem' damaged. :trestle 111: General Lrgal 1'royisinns :\1 Ownership of Doxuments: lyraw•ing.:, specifications. and all other documents prepared by Summit or its subconsultants, including those in clcctronic form tcollectivrh "Design Documents"I arc instruments ofsen•ice. Summit shall retain all common law. statutory and other reserved righu. including cop}'right thereto. The Ursign Documzms_ including [host in electronic IOrm are furnished for use so with respect to this Agreement. Client is permined to retain urpies of the I~ Facilih~. Flillshurough.dnc 12 of 3) L:IGentechrncal/Cuntraets/Orange Counh Purr astng p - as f