|
<br />TERMS AND. CONDITIONS
<br />AR77CLE1: C:LIE\T'SRESt'O\:SIBII.1TIt:S
<br />A) C.'IienCs Rcpresentativr. The Client shall appoint a represcntativc
<br />authorized to act on the Clien's behalf +with respect to the Project. 'the Client or
<br />its rcpresenraivt shall make decisions in a timrh• manner regarding all aspects r,f
<br />the Vroject, shall examine documents submitted hw Sununu C'unsulting I:ngincers
<br />thereinaficr relcrrtd to as Summit) and render decisions in a tin,cly manner to
<br />avoid unreasonable delay in the orderly and scyuemial progress i,i' Summit's
<br />scn•icts and the Project schedulc,acetpted by Client.
<br />[3) Client's Pntgram and 13udat•t Requirements: Client shall provide Summit
<br />lidl inli,nnutiun in a timck manner regarding all iti rcquircntcnts li,r the I'rojtct
<br />nxluding its objective;. schedule. criteria. constraints and budget ineludn,g
<br />reasonable cuntingeniics.
<br />C) Right of Entry: Client shall provide right of curry for Summit. its s[al'f.
<br />subconsultants, and all nectssan equipment ut complete the \\'ork Summit +yill
<br />take reasonable precautions to minimi-re danmw__e to propcn}: Client undt:rsnmds
<br />that in the normal rnursc of .work some damage mar occur. the correction irl
<br />++hich is not part ol'this :\ercemcnt. - -
<br />D) Required Information: Client ++•ill furnish Summit all information.
<br />requirements. data. reports. sun•tys and instructions required to complete the
<br />Scope of Sen•ices. including, identih•ing the type and location of urtdtrgrinmd
<br />impntvements and utilities, m,ct all existing conditions. Summit shall have the
<br />right U, rch' upon the completeness :u,d accuracy of such inforn,ation. Client
<br />ackno+vledges that certain assumptions +will he made regarding existing conditions
<br />that cannot ht wcrilicd +vithout destruction or damage to existing facilities. To the
<br />fullest extent permitted by la++•. C'lirnt agrees m +vaict all claims against, and to
<br />hold harmless and indemnify. Summit and its suhconsulufnts, for damages u,
<br />undervnxmd improvements and utilities and Ibr any costs associated with
<br />undisclosed txi;ting conditions.
<br />1:1 Invoices: Summit +vill render imoices every Ulln\' days, Paymcnl is due
<br />upon presentation isf invoice and is past due thing tiQ) day's from invoice date.
<br />Client agrees to pay a service charge of one and one half ptrtem tl~-~^.~I per
<br />month, or the n,asimum rate allowed by la+v. on past due accounts. Payment of
<br />invoices shall not he subject to any discounts. set-otl's, or hackcharges by Client
<br />unless agreed to in +vriting by Summit. Client shall pay all costs: expenses. and
<br />distributions. including collection agency fees and expenses. coon costs and
<br />reasonable attorneys' fees incurred by Sununu. in the event collection ur legal
<br />processes are employed to collect outstanding bills.
<br />F) Sales "1'ax: Clicnl will pay any applicable sales tax whenever decnicd to be
<br />due. I'avment toms are exclusive of sales lax.
<br />ARTICLE I1: St111111T'S RE$POVSLB1Lt9'tE$
<br />A) Standard of Care: Summit shall perforn, the services called ti+r by this
<br />Agreement with the level of care and skill ordinarih• exercised by members of the
<br />same professions currently practicing under similar conditions. No other
<br />warranty, expressed or implied, is made. Client ackno.+•led~cs that increased
<br />costs and changes may be required due to omission. ambiguities and
<br />inconsistencies in the drawings and specifications. Client agrees )o set aside a
<br />contingency oi' at least 3°•~ of the Project constnution cost to pay I'or these costs
<br />and chances. Client Punher agrees it w•ilI make rio claims against Summit. foe ar,y
<br />such costs and changes covered b}' such contingency fund.
<br />B) Compliance with Laws. Codes and Standards: Cmsistent +vith the
<br />professional standard of care. Stm,mit N•ill t:on,ply ++•ie, laws. codes. and
<br />standards applicable to the Project design as of the effective date of this
<br />Agreement or the issuance of the construction plats and specifications, whichever
<br />is later.
<br />C:) Certifications: Summit shall sign. if requested by C'IicnL a statcn,tnt that to
<br />the hest of its knowledge. information and belief: based in whole or in part on
<br />inforniation provided by others. the accuracy o1'++'hich has not keen verified. that
<br />the Project has been completed in general conformance with the plans and
<br />specifications. Summit shall not be required to sign amp documents. no rnauer by
<br />whom requested, in +chich Summit is required to certify, guarantee or +varrant the
<br />existence of conditions the existence of which Summit has not or cannot ascertain.
<br />D) Construction Phase Srrwiccs: If cnnstntction phase services ;uc required in
<br />the Scope of Sl'n'1ct5, the li,llin+•ing terms shall apply:
<br />1) Site Obsen•ation: If site obstn~atirn, visits are to be provided by Summit.
<br />Summit shall visit the site m intenads appropriate to the stage ul'tht construction.
<br />nr as othen+ist expressly a~~,reed to in the Scope of Scn~icts. in order u, obsen'e
<br />the progress and quality of the +vork completed by the contractor. Such
<br />nhsen•ation is not n,cant to be an exhaustive check or a detailed inspection of the
<br />contractor's work but rather to allow Summit to heatme generally fmniliar with
<br />the progress of the \4rork and to determine in general~if d,e work is being
<br />perfomted in a manner indicating that. +rhtn fatly completed. the wink will he in
<br />accordance +vith the Contract Uocumtnts. Summit shall not he required to make
<br />continuous or exhaustive inspections to check the quantity and quality of the \Mork
<br />nor shall Summit he responsible for the Contractor': lailurc to perform the \t'nrk in
<br />accordance +vith the Contract Documents.
<br />3) Rejection of \1'ork: Summit shall have the authority to reject any +work of the
<br />cimtracB,rs that is not. in Summit'; pn,lcssinnal judgn,tnt, in accordance ++ith the
<br />Constnrction L)ocun,cnu. \'eithtr this authorin ni,r the good titith,jutl•!ment to reject
<br />nr not reject any such +curk shall subject Summit m an+ IIah1I111' r+r C:WtiC Ui aelli,n On
<br />behalf o! the contractors. suhci,ntracu,n or any ether suppliers ur ptrons perlimnim~
<br />ponions itf the work on the Pntject
<br />3) \1'ork Sih• 5afeh: Client a!!rocs that Summit shall not ;open ise. nr direct. nr have
<br />arse responsibility Ibr. control over or clmrgr ol: the Comracturs' work or the
<br />construction n,etnts. nttthnds. techniques, sequences i,r procedures. or Inr the +~•urk
<br />site safety precautions or programs in connection +yith the \\'ork 'I"hose rights and
<br />responsibilities arc. solely those of the party or parties pcrti,nning the acutal
<br />construction of the. Priiject. Neither the prOfeSSIOflaI actiwitits of Summit. nor the
<br />presence of Sununu personnel and subconsuhants at the construction site. shall relieve
<br />the Contractors and any other entity of their obligations. duties and rtsptmsihilities
<br />including. but not limited to. construction means methods. sequence. techniques ar
<br />procedures necessary fi)r pcrti,rming. superintending or coordinating all portions of
<br />the \\-ork safel} and in accordance with any health or safety requirenitnts of any
<br />rogulatory agency. 'Iht Client agrees that the Client. Summit and its suhcunsultanLs
<br />shall ht indemnilitd by the Contractors and shall he male additional insureds under
<br />the Contractors general. umbrella and excess liability insurance policies.
<br />1) Submittals and Shop Drawings: If the Scope of Services inclur~rs the review of
<br />Contractor submittals and shop drawings.. then Summit will review such submittals
<br />and shop dra++'ings fire the limited purpose of checking for conl'c.,rmance ++•ith the
<br />design utnccpt expressed and the. information prayided in the Construction
<br />Documents. 'I'bis revie+v shall oat include review of the accuracy or con,plelentss of
<br />details, such us gUantltlCX. dllntn5iOn5. +ceighls or games. iirbrirnian processes.
<br />construction n,tans or methods. a>urdination of the work with iflher trades or
<br />construction safety precautions. all ul' which are the responsibility of the Contracu,rs.
<br />"I'ht revie+e shall be conducted with reasonahlt promptness +ahile allowing sufficient
<br />time in Summit's ,judgment to permit adequate rcvie+v. Revieo~ of a specific item
<br />shall not indicate that Summit has reviewed the entire asstmbl, of which the item is a
<br />component. Summit shall not be responsible tier any deviations liom the Contract
<br />Documents not brought to its attention in +writing b~' the Contractor. Summit shall not
<br />he required to review partial submissions or those for which submissions o1'correlated
<br />items have not been received.
<br />5) Requests for Clarification or Intcrprctatiori: Summit shall provide, +vith
<br />reasonable promptness. +vritttn responses tv requests from Contractors for
<br />clarification and interpretation of the requirements of q,c Contract Documents. IF
<br />such requests 1'nr inl'orn,ation. clarifcation or interpretation are. in Smnmit's
<br />professional opinion. for inlitrmation readily apparent Irom reasonable observation ni'
<br />field conditions or a rtvie+e of the C'antract Documents. or reasonably inl'erahlt
<br />therefrom. Smnmit shall he entitled to additional compensation at its regular billing
<br />rates for its time spent responding to such requests.
<br />6) Record Documents: tf required by the Scope of Services. upon completion of the
<br />Work, Summit shall compile fnr and deliver to the Client a reproducible set oi' Record
<br />Documents confom,ing to the marked-up prints, drawings and other data furnished to
<br />Summit by the Contractor. l'l,is set of Record Incmnents will show signific:um
<br />changes made during cor>_ctruction. Because these Record Documents are based on
<br />unvtrilicd b, formation provided by other parties that Summit will assmne to bt
<br />reliable, Summit cannot and does not warrant their accuracy.
<br />E) Insurance: Summit shall maintain worker's compensation insurance required by
<br />law. Summit represents and +varrants that it maintains general liability and property
<br />dan,a~e insurance. Ccnilirues I'or such policies shall be provided to Client upon
<br />+aritten request. Client shall maintain at its o+vn cost grid expense. its o+vn general
<br />liability and property damage insurtu,ct. Client and Summit waive all rights against
<br />each other and Summit's subconsultants. agents and employees for damages caused
<br />by any peril to the extent covered by the proptm insurance maintained by' Client.
<br />except to the extent such pntt:eeds arc held by Client as trustee. 'Phis +vaiver oi'
<br />subrogation shall he tflective as to a person or entity even though that person or entity
<br />would otherwise have a dory ul' indtmnilicatiun, contractual or otherwise, did not pay
<br />the insurance premium directh ur indirectly. and ++'helher or not the person or tmit~
<br />had rot insurable interest in the property damaged.
<br />Article 111: General Lc~+al I'rovisinns
<br />a1 Ownership of Docmnents: Drtwings. spcciticarions, and all other documents
<br />prepared by Summit or its subconsultants, including those in electronic form
<br />Icolhctively "Design Documents"I arc instruments ofsen•ice. Summit shall retain all
<br />common la+w. statuum and other reserved rights. including copyright thereto. The
<br />Design Di,cumcnts. includine those in electronic form art furnished ti,r use solely'
<br />with respect to this Agrten,em. C'licnt is pcnnined to retain copies of the Design
<br />1..:/Gentechnical/Contracts/Orange Counh• 1'nrchasing Dept - f base 1 ESA Justice Facilih•. Ilillsbnrough.doc (2 of 3)
<br />
|