NS Contract - Purchasing & Summit Engineering Northern Park Project

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Documenu. including those in chxtronic form. for information and rekrence in umnection with the Pmjeet. Client shaft not use the 1Xsign Docuntenu. including those in electronic form famished be Summit or its subcttnsultanu on other mjccts. for addition; to this Project. or fur the completion of this Prujrct h. then. without the rspress written consent ufSummii. Any reuse without written consent shall be at Clrrm's risk and full Iroal respunsihilih. Chem a~rets to hold harmless and mdcmnih Summit and its whconsultants frnm am anJ all clams. .;uit;. demands. Jamae«. hahtlinrs. and costs. includmtt rcasanahle attitmrt fern. ansins Irtm .uch rcu>r - - K) Retention of Dt-cuments: summit will retain. pursuant w its usual document retention pi,hct. rrc++rd; rrlauns to the l4'ork fix a period of three t. t wears fiillotcing crnttpletiint of the Work. During chi: prrirxl. record. will he made available to dte C'licnt at Summit"s ulliees during numral hu;inrss hours upc-n seven t ; t dac"s notice. (') Asbestr-x and Hazardnux Materials: Lnless otherei;e specilicalh provided in the Scope of Scn ice:. Summit and its subconcuhants shaft have no responsibility fix the discnvrn. presence. handline removal. or disposal of asbestos or hazardous or tonic materials. 1)) 'termination and Suspension: lltis Aereemem may he terminated by rithrr pam upon seven r 71 days written notice in the event of substantial failure by the other pam' to ptrfonn in accordance with the terms hereof; Such termination shall not tie etfiective it the substantial failure is remedied brlurr expiration of the seven (;1 daps. Client's failure to pay invoices within thim I_01 days shall be drrmtd a substaruial failure tit perli>tnt. In such ~-+~em. Summit may trrminatr this .4grerment or immediatrH suspend the pcrl'nrntencc of services until such failure has been cured. Thr Clicm may trrminatt this Agreement for its utm•cnicnce upon founten (141 days writtett mtUce. In the event of a termination fix ntnveniencc. Client will pay Summit fur services )xrfomtrd to the trrminalinn tlTecuvc date plus reasonable termination e~penscs trithin tent 101 calendar days of receipt of a final invoice. In the event the project. or any phase of it is delayed fix reasons beyond Summit's amtrol. unbilled work will he imnicrd at the standard hourly rates fix the actual number of hours expended. Completed phases twill he billed at lees quoted herein. E) Disputes: In an tffiin to resolve anp conflicts that arise during the desisn or utnstructitat ol'the Prt~ject or after completion of the Project. all claims. disputes. r other matters in question bettvern the panics to this Agreement that arise out of relate to this Agreement ur the breach thereof shall be submitted to nonbinding diction bclorc a neutral third-party mediator acctplable to both panics. Such rdiation shall be a condition precedent to the u>mmencement of any legal action arising out of this Agreement eeccpt those legal proceedings related to Client's failure to pay. The mediation shall be conducted in scwrdance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect unless the parries a~rec otherwise. The cost of the mediator shall be borne equally by the panics. A demand I'or mediation shall bt made within a reasonable time after the claim, dispute or other matter has arisen. In nn event shall such dernand be made after the date applicable statutes of limitation or repast would bar a legal or equitable acHion based on such claim. dispute or other matter. In the event of litigation relating to the sufi'icient.~y or adequacy of performance of services called for by this Agreement, should Summit obtain a judgment dismissing Client's action or clsim or other resolution wherein Summit is not required to make compensation to Client in excess of iu final other made to Client in the mediadun_ Summit ,hall ter entit{rd to recover all solo incurred in the defense of the claim including staff time. coup costs, expert witness fees. and reasonable attorneys' tees. and other claim related expenses. Fl Choice of l.aw~/~'enue: This Agreement shall be errn=emrd by the latt•s of the state in tihich the tiummit uftict identified beba~ is Ixated. without retard to its law of confliu of Vatcs Any le~l action or proceeding .hell be v,;nucd in the State or federal Court nearest the municipality in which Summit's office i. located. G) Statute of LimitationslRepose: Causes of action prrtainin_~ to this A:rcemrnt ;haft he deemed t+. ha+c accnud and the applicable stannrs of limitation and repusr shall rnmmcnce to run a the earlier of tither the date of substantial Completion i~f the Project or the date Summrt'; srn•icr; arr ;ubstannalh camplclc. Hl Assigns: Ncith~K the client nor tiummit may dcl~_ate. align. ur transtrr hi; duce. urmtrrea in this :\,_reemcnt without consrnt ol'thc other pam. r~crpt Summit may in its discretion uuliic qualified sulxonsuhants m the pcrti+rmancr of the Scapr ol'Scn Errs. If Force ~lajeurr: \rithrr pam of this Agrccm~mt shall he liable to the other liar delays in pcrlitrming the uhh~~e6nns called I:x ha this Agreement or the direct and indirect costs resulting from .uch delays, that are caused M latxx strikes. riots, scar. acts of government authorities. cxtraordinan wra[hrr ,onditions or other natural catastmphr. ur am ether cause bey~~nd the reasonable amtrol or contemplation of tither pam. .1) ~u 'Third-Party Beneficiaries: No[hing in chi; A_rrcmtnt shall create a cuntracwal relationship with or girt any right ur benefit to any third party. li- Sea•erahilih•, Rcfnrmation and Sun•ival: Ifam• pm+ision m this Agreement is hdd invalid. direst. ar unrnfixerahle. the tnforccabilin• of the remaining proai;iuns :hall nitl bt impaired thereby The invalid. ille_al ur tmtntiaccahk provision shall be replaced by a mutualh acceptable provision. which. bring calif. Ir_al and tn(ixcrahlr. comes ckr:rst to the panics' intention underlying the invalid, illegal or unenforceable provision. Limitations of liability. indemnities, and other express representations shall survive termination of this .4~rcrmcnt for any cause. L) Risk .Allneation;Limitation of Liahifih•: Client and Summit have Discussed the risks, rewards, and the benefit of the project and Summit's total fir tier stn ices. l'hr risks have been alf+xated such that the Client agrees that to the (attest extern prnniurd by law. Summit's total liability to Client and constntction contractors and suhcontracu+n fur any and all injunts. claims. losses. txprnses. dama~cs or claims txpenscs arisine out of this Agreement from any cause or causes. is IimiteJ to and shall not exr;crd Sununit's fee or S2?0,000 whichever is smaller. Such causes include but are nut limited to design professional's n ~ligence. ntgligem misrepresentation. errors.. omissions. aria liahilih and breach of contrac-. I~tighrr limits of liability arr available for a neeoliatcd fcr. 11) Indemnification: "fo the fullest extent pemtined by law. Client screen u, indemnify and hold harmless Summit. its officers. directors- employees. agents. and subconsultants from all claims. damages. injuries, liabilities. costs and expenses. including reasonable attorneys frx~s arising from or claimed to arise from the acu. omissions, negligence. fault. breach of contract. breach of warranty. nr strict tiabilih of Caient or its employers. agents. contractors and subcontractors. \) ('oasequential Damages: Notwithstanding am other pntvisicxt of this .4~reement and to the fullest extent permitted bylaw. neither Client nor Summit shall be liable fix any consequential damages incurred due to the fault of tht other pam regardless of the nature of the fault or whether it was cnmmi0rd by Client. Summit. their employers. agents. subconsultants or suhcontracuxs- Consequential dentaees include. but are nut Limited to. loss ofttse and loss nl'prolit. - O) Complete .Agreement: This Agreement constitutes tltc entire agreement Ixtween the parties hereto and supersedes all previous undi:rstandmss and agrccments with respect to the Project or am- of the provisions hereof. No statement, promise. condition..undtrstanding. inducement. or representation. oral or t+ritten. expressed or implied. which is not contained herein shall Fee binding or valid and dtis Agrermcrtt shall not be changed, modified or altered in any, manrn:r except h} an instrumem in writing executed by the panics htrcto. Ky signing this agreement, you are consenting to the Terms and Conditions set forth herein. Please retain a copy for yourself and return a signed original to Summit. Client Orange County Summit Consulting Engineers, PLLC Address 1000 Corporate Drive. Suite 101 City State Hi. borough C 27278 sy By ~~ f iSignaturri !• tgnaturc) Don Dewev. PE 1Pnnt Namtl fPrintl Date Date July IA. 2007 • L:/GeotechnicaUContracts/(hange Counq• Purchasing Dept - Phase t ES:\ .lustice Facility. Ilillsborough.doc 13 of 3-