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<br />)esrgn Dociunents;:including-those in electronic form are furnished for use sglely
<br />vith respect to this AgreemeriG Client is permitted to retain copies of the Design.
<br />)ocument5, including those in. electronic form,:for information and reference ;in
<br />onnection with the }?rajecl. Client shalt not use the Design Documents; including-
<br />hose in electronic: form ,furnished ,by Summit or its subconsultants on other
<br />irojects, for additions to this Project; or for the completion of this Project by
<br />ithetS, :without the express' written consent of Summit. Any reuse. without written
<br />onsenishall be at Client's risk and full legal responsibility, Clierit,agrees to;hoid
<br />iarmless and indemnify Summit and its. subconsultants from any.and all claims,.
<br />nits, demands, damages, liabilities, and costs,_including: reasonable'attomeycfew;.
<br />rising fiam such reuse:
<br />tj Retention of Documents: Summit will retain; pursuant to its asual document
<br />etention polrcy, records relating to the Work for a period of three (3) years.
<br />otlowing completion of the Work. During this period,, records will be .made
<br />t!ailable to. the Client of Summit's-offices-during.normalbusiness hours upon
<br />even {7j day's notice:
<br />:j .Asbestos and HazardousMateriais: Unless othetwisespecifieally provided.
<br />a the Scope of Services, Summit- and its ;subetinsultartts shall have no
<br />esponsibility for the discovery„presence, handling, removal, or disposal- of
<br />sbestos.or hazardous or toxic materials:
<br />).) Term-netion and Suspension: This Agreement maybe terminated by either
<br />!~Y upon.seven (7) lays.written notice in the event of substantial failure by the
<br />thcr patty to perfomr in accordance with the tem>s hereof. Such :temiinadon
<br />Hall noC be effective if the substantial failure is remedied before expiration of the
<br />even {7): days Client's failure to pay invoices within ;thirty{30) days shall be
<br />eemed :a substantial failure to; perform. In such event; Summit may tcrtninate
<br />tis Agreemeut:or immediately suspend. the performance. of services until such
<br />allure has' been cured. The Client may terminate this Agreement for its.
<br />onvenience upon fou#een (24j-.days written notice. hr the .event of a termination:
<br />~r convenience, Client will paySummit for services performed to the;termination
<br />ffective date plus reasonable termination expenses within. ten {Ifl) calendardays
<br />f receipt of a.final invoice:
<br />a the eventthe project; or any phase of it is delayed for reasons beyond.SummCs
<br />ontrol, untiilted work will be invoiced at the standard .hourly rates for the,actual
<br />urnbcr of hours expended.. Completed phases will be billed at'feesquoted
<br />erein.
<br />;). 'Disputes:, ht' an effort to resolve any. conflicts at arise during. the design or
<br />onstnrction of the Project or after completion of,the Project, all claims, disputes;
<br />rother triattets in question between the parties to this Agreement thatarise out of
<br />r:retate to this; Agreement or the breach thereof shall be submittedto nonbinding
<br />radiation before a neutral third-pazty mediator acceptable to both parties..Such
<br />Mediation shall be a condition pi;ecedent to thc.commencement of any legal action
<br />rising out of this Agreement except-those legal proceedings related to Client's
<br />iilure to pay:
<br />.The mediatian; shall be ..conducted in accordance with the Constrncdon
<br />rdustry Mediation Rules of the American Arbitration Association-curr?ently.in
<br />fFect unless: the parties: agree otherr47se. The.:cost of the mediator shall be borne
<br />lually by the,parties. A demand .for mediation shall be made within a reasonable
<br />me afterihe claim, dispute or other matter has arisen. In no event shall such
<br />errand be made after the date applicable statutes of limitation or repose would
<br />ar c legal orequitable action based on such claim, dispute or other matter..
<br />In the event of litigation relating to the sufTiciency or adequacy- of
<br />`rformance of services called for by this: Agreement, should Summit obtain a
<br />idgment dismissing Client's action or claim or other resolution wherein Summit
<br />notrequir+ed 20 make compensation to Client in excess of its final offer made to.
<br />lient in the mediatioq Summif shall be entitled to recover all costs incurred irr
<br />ie;defense of the claiin'including stafY'time, corirt costs, expert witness fees, acid
<br />asonable attorneys' fees, ana other claim related expenses,
<br />Fj: Choice of ,LawNenue: This Agreement shall`be governed by the;laws of the state:
<br />in:which ttie!:$ummit office identified below, is located, without regard to its .law of
<br />conflict of.)aws.,Any-legal action orproceeding shall be venue8 in the State or Federal
<br />Court nearesi:the municipality in which $ummiCS office is located.
<br />G) :Statate of Limitations/Repose: Causes of action pertaining to this Agreement
<br />shall be deemed to have accrued and the applicable; statutes of limitation and repose::
<br />shall eommenee to tun at the earlier of either the date of Substantial Completion_of the:
<br />Project or the date Summit's services:are substantially complete.
<br />kn AssIgns: NerUiei;the client nor Summit may-delegate,. assign, 6r transfer his
<br />duties or rateirsf in this Agreement without consent of the other party, except Summit .
<br />may in its discretion.utiiize qualified subconsuItants in the perfgrtnance of the Scope
<br />of Sernces:
<br />I),Force Majeure:.Neither party to this Agreement shall be liable.toahe other'for
<br />delays in pedornung'the obligations called for by this Agreement, or the direct and
<br />indirect.costs resulting! from such decays, that are caused by tabor strikes, riots; war;
<br />acts of:government authorities, extraordinary weather conditions or other natural
<br />catastrophe,, or any other cause beyond the reasonable control qr contemplation of
<br />either party;.
<br />Jj No Third-Party': Beneficiaries: Nothing: in this Agreement shalt create a
<br />..contractual relationship with or give any right or benefit to any`third patty.
<br />1~ ;Severability, Reformation and Survival: If.any provision m this.Agneements
<br />held; invahd, iilggal,. or unenl'oreeable; tlic enToreeability of the remaining.prnvisions
<br />shall not be;impaired;thereby. The invalid, illegal or urienforaea6le provision shall be
<br />replaced by a: mutually acceptable. provision; which, being valid, legs! and
<br />euforeeabte, comes clo"sect to the parties' intention underljring the invalid, illegal or
<br />unenforceable provision. Limitations of liability,. indemnities, and ,other express
<br />representations,shall sun+ive termination :of this Agreement for any cause.
<br />L) Risk Allocation/Limitation of Liability; Client and Summit have discussed the
<br />rsks,.rewards and the benefit of the project and Summit's otal fee fdr services. 'The
<br />.risks have been allocated such that the Client agrees that to the,fullest extent permitted
<br />6y- law; Stimmrt's total hatiility to Client and construction contractors, and
<br />subcontractors for any and all ;injuries, claims,..losses, expenses, damages or claims
<br />expenses, arising out of this Agreement-from any cause or causes; is limited to and
<br />shall:not exceed SummiYS fee or $250,fl00 whichever is smaller; Srich causes include
<br />but are riot .'limited to design. professional's negligence, negligent misrepresentation,,
<br />erroYS,. omissions, strict liability and bleach of contract. Higher limits of Uabilty-.are
<br />•available for,a,negotiated fee,,
<br />1VIj Indemnification: To the fullest extent permitted by law, .Client agrees- to'
<br />indemnify and hold harmless Summit, its officers; directors, employees; agents, and
<br />subconsultants .from all claims,. damages, `injuries,, liabilities; costs .and expenses,
<br />tncluding reasonable attorneys fees arising- from or claimed to arise Elam the acts,
<br />omissions, negligence,.fault, breach of contract,'breach of warranty, oratria liability
<br />of Client or its employees, agents, contiaators and subeontiactots.
<br />~. Consequential Damages: Notwithstanding any other provision of this Agreement.
<br />.and to`the Tallest extenfpemritted bylaw, neither Client.norSunnnitshaU be.liable-for
<br />any consequential damages incurred due: to: the fault of the, other party regariiless of
<br />the :nature: of the fault or whether it was conunitted by Client,. Summit; :their
<br />employees, agents, subconsultants or subcontractors: Consequential damages include;
<br />buYare not limited to; loss of use and aossof profit
<br />Oj Complete Agreement: This Agreerent consttutesihe entire agreement between.
<br />the parties hereto and: supersedes: all .previous understandings and agreements with
<br />respect ;.to the Ptajeet or, any of the provisions 'hereof. No statement, promise,.
<br />condition, understanding,: inducement, or representation, oral or written,, expressed or
<br />implied; which is not contained herein shall be binding or valid and this Agreement
<br />snail riot be changed, modified or altered in :any marurer except by an nstnrment in
<br />writing execgted by the parties hereto.
<br />Byslgning this Agreement, you are rnnsenting to the Terms and r....~+itions set forth herein., Please retain a copy,for yourself and return a signed original to Summit
<br />Clienf
<br />
<br />{Signature)
<br />.(Print Name).
<br />Summit Consulting Engineers, PLLC
<br />Address 1000 Corporate Drive, Suite 101
<br />City StaEe Hil , boron h NC 27278`
<br />By
<br />{Signature)'
<br />-:Don Dewey; PE
<br />(Print).
<br />:Date:
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