Agenda - 10-09-2007-4o - Laserfiche WebLink

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~~ Documents. including those in electronic furor. fur information and reference in connection +rith the Project. Client shall not use the Design Docmnents. includin, those in electronic titan furnished by Summit or its subconsultants on other projects. for additions to this Project. or tier the completion of` this Pn~ject by others. +cithout the express +vriuen cimsent of Summit. .Any reuse ++ithnm +critten canscm shall be a[ Client's risk and full Iceal responsihilin. Client aJCes to hold harmless and indenutih Summit and its suhcctnulunns Gam am and all claims. suits. demands. damar'es. liabilities. and cost>. including rea~,unahlt attorne} 1'te;. arisimz I~cun uch reuse. 13) RMemion of Documents: tiummit ++ill retain. pursuant to its usual dncumem retention polio}. records relating to the t','ork fur a period ul' three t.) }ears 1'nllowin~ contplctii»t of the tVork Ihrring this period. records ++iII be made available ur the Client at Summit's office during nornrtl business hi>urs upim seven (7r ilay's notice. (.`) Asbestos and Hazardous Materials: 14tlcss i+thenvise spcciticalh' provided in the Scope of Sen'ices. Summit and its suhconsuhants .hall have no respnnsihilin for the discovcn. presence. handling. removal. or dispi?sal al• asbestos or hazardous or toxic mmerials. IY) 'termination and Suspension: This Agreement mad he temrinated h+ cidter party upon wren (7) days +crinen notice in the event of substantial )'allure by the "other pam• nt perform in accordance wide the terms hereirf. Such termination shall not be ctlective if the substantial failure is remedied heli+re expiration of the seven i71 dart. Client's failure to pap mvoicc> ++'itltjrt dtirt} (3O1 days shall he deemed a suhst:+ntial failure t„ perGtrm. In such c+•ent. Sununii mr,} terntinate this Agreement nr immediately suspend the perfomtanec of sen'ices until such failure has hcen cured. "fhe Client ma}• terminate this .Agreement for its cum~enicnce upon fouttecn (14) days written notice. In the event of a termination I'or convenience. Client Hill pay Summit !i?r services performed to the tcrntinalion effective date plus reasonable tenttination expenses +vithin ten (10) calendar days of receipt of a final invoice. ht [hc event the project. or am' p113se M tl IS delayed for iea50n> beyond 5mnmit's contritl, unbilled work +vill he invoiced at the standard hourly roles tier the actual number of hours expended. Completed phases will he billed at fees quoted hcrcin. Is) Disputes: In an effort to resolve any conflicts that arise during the desir:n or constmctiat of the Project nr after cinnpletion of the Project. all claims. disputes. or other moneys in question between the parties to this Agreement that arise out of or relate to this Agreement or the breach thereof shat) be submitted ro nonbindin, mediation before a neutral Third-part' mediator acceptable to both parties. Such mediation shall be a condition precedent to the commencement of any legal action arising out of this ,4greement except those Iega1 proceedings related lu Client's ftilurc to pa}. The mediation shall be catducted in accordance with the Construction Industn' Mediation Rules of the American Arhiiratiun Association current)}' in effect wtless the panics agree otherwise. The. cost of the ntedintor shall be home equally by the pariics..A demand for mediation shall be made within a reasonable time after the claim. dispute or other matter has arisen. In no ovens shall such demand be made after the date applicable statutes of limitation or repose would bar a legal or equitable action based on such claim, dispute or other matter. In the event Of IltlgatiOn relating to the sufficiency ur adequacy oi' perfitnnanee of services called fur by this Agreement, should Summit ohtaih a judgment dismissing C'IienCs action or claim or other resolution +vherein Summit is not required to ritake compensation io Client in excess o1'its final oll'cr made to Client in the mediation, Summ~it shall be entitled to recover all costs incurred in the defense of the claim including staff time. court costs. expert witness fens, and reasonable attorneys' fees. and other claim related expenses. F) Choice of Law/Venue: l"his Agreement shall be governed h} the laws of the state in which the Summit atlice identified bclo++ is located. ++•ithuut regard to its la++ of conflict of la+vs. Any legal action or proceeding shall he venued in the State or Federal Court n+:arest the municipality in ++•hich Summit's office is located. G) Statute of Limitations/Repose: Causes of action pertaining ti> this Agreement shall hr deemed to hate accnred and the applicable statutes of limiuuion and repose shall commence to run at the earlier of either the dart: of Substmnial Completion ul the Project nr the date Sunnnit's sen'ices are >uhstantialh complete. 11) :~ssi;:ns: ~rithrr the client nor Summit art} delreatc.:assi~n. ~» trtmslcr his duties or interest m this ;\grerment ++ithout consent of the other park. except Summit ma+ in iU discretion utilirc yualiticd suhcinrsultants in the perti+rmana nl the ticnpe of Sea ices. I) horse >lajcurc: tienhcr pam to this :\~~rccntcnt shall he liable to thz other li,r dcla}s in prrlonnirr~ the uhli~~atinns called li?r h} this :\grcanent. ur the dieter and indirect costs resulting Irnm such delays. that arc caused b} labor strikes. rii»s. +car. acts of government authorities. estractrdinan' +veather cunditiuns ur other natural catastrophe. or ant other cause beyond the reasonable control ur contemplation of either party. J) \n "t"bird-Parh• Beneficiaries: Nothine in this Aareement shall create a contractual relatidnship ++•ith or give am• riaM ur benefit to an}• third party. K) Severabil)ty. Reformation and Survival: If any precision in this Agreement is held invalid. illegal or unenforceable. the entiuceahilit} of the remaining provisions ;hall nut he impain+d therrh}. l'hr invalid. illegal or uncnlitrciable prirvision shall hr replaced h} a mutuall} acceptable provision. ++hrch. home +alyd. Iega) and enforceable, comes closest to the parties` intention underlying the in+•alid. illegal or unenforceable provision. Limitations of liability. indemnities.:md other express representations shat) sun~ive tcrntination of [his Agreement for any cause. L) Risk :Ulocation/t..imihttion of Liability; C'licnt and Summit have discussed the risks. rc+vards. and the benefit of the prgjcct and Summit's rota) fez for services. The risks have hcen allocated such that the Client a_rees that to the fullest extent permitted by Ia++•. Summit`s total liabilit}• to C'Iicnt and construction cuntrnctors and subcontractors for rot}' and all injuries, claims. losses. expenses. damages ar claims expenses arising out of this Aareement t}om any cause or causes, is limited to and shall not exceed Summit's fee or $250.1)00 ++•hichever is smaller. Such causes include but are nut limited to design professional's neeligcnce. negligent misrepresentation. errors. omissions. strict liability and broach of contract. Nigher limits of liabiliq• are available I'or a negrniated fee. M) Indemnification: To the lidless extent permined by la++•. Client agrees to indemnify and hold harmless Summit. its officer. directors. employees. agents. and subconsultants Isom all claims. damages. injuries. liabilities, costs and expenses. including reasonable atutrncys fees arising from or claimed to arise from the acts. omissions. negligence. fault. breach of contract. breach of warranty. or strict liability ol'Client or its employees. agents. contractor:; and subcontractors. N) Conscqucntial Damages: Not++ithstandin~ an}° other provision of this :lgrecmcnt and to the fullest extent permitted by la++•. neither Client our Summit shall he liable for any consequential damages incurred due to the fault of the other party regardless of the nature of the fault or +vhether it +vas committed by Client. Summit. their emplo}ees. agents. suhccntsultants ur subcontractors. Consequential damages include. but are nut limited to. loss of use and loss of profit. O) Complete .Agreement: This Agreement constitutes the entire agreement henveen the parties hereto and supersedes all previous understandings and agreements with respect to the Projcef or any of the provisions hereof tJo statement.. prmnise. condition. undersumding. inducement ur representation. oral ur u•riuen. espre;ecd c+r implied. which is not contained hcrcin stroll be binding ur vtdid and this Aareement shall not he changed, ntodiiied or altered in any manner except by an instrument in writing executed by the parties hereto. By signing this :~greemcn4 you arc consenting to flit Terms and Conditions set forth herein. Plcasc main a copy for yourself and return a signed original to Summit. Client Orange County Summit Consulting Engineers, PLLC _ Address 100(1 Corporate Drive, Suite 101 City State Hills~orouQh NC 2-7"?78 r1 t ISignaurrej IS nature) - Don De+vev, PE - iPrint Name) (Print) Date Date .Aueust 3. 2087 L:/Gcotechnical/Contracts/Oran~~e Counh -Construction ~"iatcrials Testing. Central Orange Senior C'rnter.duc 13 of 3)