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DocuSign Envelope ID: DD5137D8-OFB4-4BO2-BEB7-5B14OAE9CD6A
<br /> TERMS AND CONDITIONS
<br /> ARTICLF is CLiENT's RESPONSIBILITIES Summit shall not be required to make continuous or exhaustive inspections to check the
<br /> A) Client's Representative: The Client shall appoint a representative quantity and quality of the Work nor shall Summit be responsible for the Contractor's
<br /> authorized to act on the Client's behalf with respect to the Project. The Client or failure to perform the Work in accordance with the Contract Documents.
<br /> its representative shall make decisions in a timely manner regarding all aspects of 2)Work Site Safety: Client agrees that Summit shall not supervise or direct,or have any
<br /> the Project, shall examine documents submitted by Summit Design and responsibility for, control over or charge of, the Contractors' work or the construction
<br /> Engineering Services, PLLC (hereinafter referred to as Summit) and render means, methods, techniques, sequences or procedures, or for the work site safety
<br /> decisions in a timely manner to avoid unreasonable delay in the orderly and precautions or programs in connection with the Work.These rights and responsibilities are
<br /> sequential progress of Summit's services and the Project schedule accepted by solely those of the party or parties performing the actual construction of the Project.
<br /> Client. Neither the professional activities of Summit,nor the presence of Summit personnel and
<br /> B) Client's Program and Budget Requirements: Client shall provide Summit subconsultants at the construction site,shall relieve the Contractors and any other entity of
<br /> full information in a timely manner regarding all its requirements for the Project their obligations, duties and responsibilities including, but not limited to, construction
<br /> including its objectives, schedule, criteria, constraints and budget including means, methods, sequence, techniques or procedures necessary for performing,
<br /> reasonable contingencies. superintending or coordinating all portions of the Work safely and in accordance with any
<br /> C) Right of Entry: Client shall provide right of entry for Summit, its staff, health or safety requirements of any regulatory agency.The Client agrees that the Client,
<br /> subconsultants,and all necessary equipment to complete the Work. Summit will Summit and its subconsultants shall be indemnified by the Contractors and shall be made
<br /> take reasonable precautions to minimize damage to property. Client understands additional insureds under the Contractors'general,umbrella and excess liability insurance
<br /> that in the normal course of work some damage may occur, the correction of policies.
<br /> which is not part of this Agreement. 3) Submittals and Shop Drawings: If the Scope of Services includes the review of
<br /> D) Required Information: Client will furnish Summit all information, Contractor submittals and shop drawings,then Summit will review such submittals and
<br /> requirements, data, reports, surveys and instructions required to complete the shop drawings for the limited purpose of checking for conformance with the design
<br /> Scope of Services, including identifying the type and location of underground concept expressed and the information provided in the Construction Documents. This
<br /> improvements and utilities, and all existing conditions. Summit shall have the review shall not include review of the accuracy or completeness of details,, such as
<br /> right to rely upon the completeness and accuracy of such information. Client quantities, dimensions, weights or gauges, fabrication processes, construction means or
<br /> acknowledges that certain assumptions will be made regarding existing conditions methods,coordination of the work with other trades or construction safety precautions,all
<br /> that cannot be verified without destruction or damage to existing facilities.To the of which are the responsibility of the Contractors. The review shall be conducted with
<br /> fullest extent permitted by law,Client agrees to waive all claims against,and to reasonable promptness while allowing sufficient time in Summit's judgment to permit
<br /> hold harmless and indemnify, Summit and its subconsultants, for damages to adequate review. Review of a specific item shall not indicate that Summit has reviewed
<br /> underground improvements and utilities and for any costs associated with the entire assembly of which the item is a component. Summit shall not be responsible for
<br /> undisclosed existing conditions. any deviations from the Contract Documents not brought to its attention in writing by the
<br /> E) Invoices: Summit will render invoices every thirty days. Payment is due Contractor. Summit shall not be required to review partial submissions or those for which
<br /> upon presentation of invoice and is past due thirty(30)days from invoice date. submissions of correlated items have not been received.
<br /> Client agrees to pay a service charge of one and one half percent (I%2%) per 4)Requests for Clarification or Interpretation: Summit shall provide,with reasonable
<br /> month,or the maximum rate allowed by law,on past due accounts. Payment of promptness, written responses to requests from Contractors for clarification and
<br /> invoices shall not be subject to any discounts,set-offs,or backcharges by Client interpretation of the requirements of the Contract Documents. If such requests for
<br /> unless agreed to in writing by Summit. Client shall pay all costs,expenses,and information, clarification or interpretation are, in Summit's professional opinion, for
<br /> distributions, including collection agency fees and expenses, court costs and information readily apparent from reasonable observation of field conditions or a review
<br /> reasonable attorneys' fees incurred by Summit, in the event collection or legal of the Contract Documents,or reasonably inferable therefrom,Summit shall be entitled to
<br /> processes are employed to collect outstanding bills. additional compensation at its regular billing rates for its time spent responding to such
<br /> F) Sales Tax: Client will pay any applicable sales tax whenever deemed to be requests.
<br /> due. Payment terms are exclusive of sales tax. 5) Record Documents: If required by the Scope of Services, upon completion of the
<br /> G)Non-Solicitation:Throughout the course of the working contract,and Work, Summit shall compile for and deliver to the Client a reproducible set of Record
<br /> subsequently on year thereafter as described herein the Client shall not solicit Documents conforming to the marked-up prints, drawings and other data furnished to
<br /> for employment,nor employ,hire or promote the voluntary termination of any Summit by the Contractor. This set of Record Documents will show significant changes
<br /> Summit Employee. made during construction. Because these Record Documents are based on unverified
<br /> ARTICLE II: SUMMIT'S RFSPONSIBILITIES information provided by other parties that Summit will assume to be reliable, Summit
<br /> cannot and does not warrant their accuracy.
<br /> A) Standard of Care. Summit shall perform the services called for by this E) Insurance: Summit shall maintain worker's compensation insurance required by law.
<br /> Agreement with the level of care and skill ordinarily exercised by members of the Summit represents and warrants that it maintains general liability and property damage
<br /> same professions currently practicing under similar conditions. No other insurance. Certificates for such policies shall be provided to Client upon written request,
<br /> warranty, expressed or implied, is made. Client acknowledges that increased Client shall maintain at its own cost and expense, its own general liability and property
<br /> costs and changes may be required due to omission, ambiguities and damage insurance. Client and Summit waive all rights against each other and Summit's
<br /> inconsistencies in the drawings and specifications. Client agrees to set aside a subconsultants, agents and employees for damages caused by any peril to the extent
<br /> contingency of at least 3%of the Project construction cost to pay for these costs covered by the property insurance maintained by Client,except to the extent such proceeds
<br /> and changes. Client further agrees it will make no claims against Summit for any are held by Client as trustee. This waiver of subrogation shall be effective as to a person
<br /> such costs and changes covered by such contingency fund, or entity even though that person or entity would otherwise have a duty of indemnification,
<br /> B) Compliance with Laws, Codes and Standards: Consistent with the contractual or otherwise, did not pay the insurance premium directly or indirectly, and
<br /> professional standard of care, Summit will comply with laws, codes, and whether or not the person or entity had an insurable interest in the property damaged.
<br /> standards applicable to the Project design as of the effective date of this
<br /> Agreement or the issuance of the construction plans and specifications,whichever Article III:General Legal Provisions
<br /> is later. A) Ownership of Documents: Drawings, specifications, and all other documents
<br /> C) Certifications: Summit shall sign,if requested by Client,a statement that to prepared by Summit or its subconsultants,including those in electronic form(collectively
<br /> the best of its knowledge, information and belief,based in whole or in part on "Design Documents") are instruments of service. Summit shall retain all common law,
<br /> information provided by others,the accuracy of which has not been verified,that statutory and other reserved rights,including copyright thereto. The Design Documents,
<br /> the Project has been completed in general conformance with the plans and including those in electronic form are furnished for use solely with respect to this
<br /> specifications. Summit shall not be required to sign any documents,no matter by Agreement. Client is permitted to retain copies of the Design Documents,including those
<br /> whom requested,in which Summit is required to certify,guarantee or warrant the in electronic form,for information and reference in connection with the Project. Client
<br /> existence of conditions the existence of which Summit has not or cannot ascertain. shall not use the Design Documents, including those in electronic form furnished by
<br /> D) Construction Phase Services: If construction phase services are required in Summit or its subconsultants on other projects, for additions to this Project, or for the
<br /> the Scope of Services,the following terms shall apply: completion of this Project by others,without the express written consent of Summit. Any
<br /> 1)Site Observation: If site observation visits are to be provided by Summit, reuse without written consent shall be at Client's risk and full legal responsibility.
<br /> Summit shall visit the site at intervals appropriate to the stage of the B) Client agrees to hold harmless and indemnify Summit and its subconsultants from any
<br /> construction,or as otherwise expressly agreed to in the Scope of Services,in and all claims, suits, demands, damages, liabilities, and costs, including reasonable
<br /> order to observe the progress and quality of the work completed by the attorney fees,arising from such reuse.
<br /> contractor. Such observation is not meant to be an exhaustive check or a C) Retention of Documents: Summit will retain, pursuant to its usual document
<br /> detailed inspection of the contractor's work but rather to allow Summit to retention policy,records relating to the Work for a period of three(3)years following
<br /> become generally familiar with the progress of the Work and to determine in completion of the Work. During this period,records will be made available to the Client
<br /> general if the work is being performed in a manner indicating that,when fully at Summit's offices during normal business hours upon seven(7)day's notice,
<br /> completed, the work will be in accordance with the Contract Documents. (Page 2 of 3)
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