Agenda - 08-21-2007-4s - Laserfiche WebLink

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I~acuments. including those in electronic farm. tar inlbrmation and reference in connection with the Project. C'lirnt shall not use the Design Documcnu. inctudin~ those in electronic farm furnished h} Sunnnit ar its subconsultants an other projects. lilt additirnl< to this Projec!" or tier the rompletian of this Project h} others. without the expre>s w•rittcn consent of Summit. An} reuse ++ithnut +vrittrn consent shall br m Clients risk and lull legal respunsibilit}. C'hent agrees m hold hannlcss and indcmnit+ Smm~lit attd its subconsultants frirm am and all clatms. suits. demand;. dam<r_r~.. hahilinrs, and ci~sts. includm~~ rcasemahlr attornr} fees. ar51D°_ Itillll >UCh rCUil• B) Ketention nl' Document.: Sunnnit +eill retain. pursuant to its usual dircuntcnt rctrntion pohcc. records relatng to the ~l'ork tier a period of three t ~ 1 year, ti~lle++•ing completion ul the ~'r'ark. During this period. record, will he made available to the C'lirnt at Summit's attires during nurm<d hu.inrss hours upon seven t7t dav~s rtoticr. C1 Asbestos and Hazardous Materials: Unless otherwise sprcilicall} provided in the Scrape of Scn ices. Summit and its subconsultants shall have no responsihilih fur the discover. presence. handling. removal. ar disposal of asbestos ar hazardous ire toxic materials. p) 'termination and `suspension: This Agreement may he terminated by either part}' upon seven t7) da}•s +vriuen notice in the event of substantial failure by the other pan to prribnn in accirrdance with the terms hereof. Such trrntination shall oat be effective it the substantial Cailure is renredied helim expiration of the sr+•cn (i) days. C'lient's Ihilure to pay. invoices ++~ithin shirt} l.'..0) da}s shall be deemed a substantial failure ur prrtiamt. In such event. Summit may unninatr this .Agreement or invnediateh suspend the prrlbrnlance of senices until such failure has been cured. The Client nlav terminate this Agrecntent fur its ulm~enience upon fourteen t I ~F) da}s written notice. fi the event of a termination Rtr com~enience. Clicnl +cill pa} Summit far sera secs pcrionned ul the termigatian cti'ectice date plus reasonable termination expenses within ten (101 calendar days of receipt of a final invoice. In the event the prrject. or any phase of it is delayed li>r reasons beyond Summit's c<lntrol. unbilled work will he invoiced at the standard hour!}' rates lily the actual number of hours expended. Completed phases will he billed at lees quoted herein. E) Disputes: In an effort to resah~e am conflicts Iha1 arise during the design or construction al'the Prgject or offer completion of the Project. all claims. disputes. ar other matters in question between the panics to this rlgrerntent that aiise out of ar relate G? this Agreement or the breach thereof shall he submitted to nonbinding mediation belbrc a neutral third-part}• mediator acceptable ur bath parties. Such mediation shall he a condition precedent to the commencement of any Irgal action arising out of this Agreement csccpt those legal proceedings related to Client's failure to pay. The mediation shall br conducted in ^ccordance with the Construction Industry Mediation Rules of the American Arbitration Assaciatinn currently in effect wlless the parties agree alhe,rwise. The cost of the mediator shall be borne equal!}' by the parties. A demand for mediation shall be made within a reasonable time alicr the claim, dispute or other matter has arisen. to no event shall such demand br made offer the date applicable statutes of limitation or repose would bar a legal or equitable action based on such claim. dispute or other matter. 6t the event of litigation relating to the sufficiency or adequacy of performance o1` services called Ibr by this Agreement, should Summit obtain a judgment dismissing Clients aetiat or claim or other resolution wherein Summit is not required to make compensation to Client in excess of its final offer made to Client in the mediation. Summit shall he entitled to recover all casts incurred in dtc defense ol'the claim including staff time, court costs, expert witness fees. and reasonable attorneys fees and other claim related expenses. F) Choice of t:aw•/~'enue: "f)tis Agreement shall he governed by the laws of the state in +vhich the Summit office identified below is located. without regard to its Ia++ of conflict of la++s. An} legal action or proceeding shall be vonued in the State or federal Court nearest the municipalin• in +vhich Summit's office is located. G) Statute of Limitations/Repose: Cause; of action prrtainin_~ u> this Agrcemrm shall he deemed to ha+r acenrt:d and the applicable stannes of limitation and repose shall a7nuncncr to run at Ihr earlier of either the dart al' Substantial Completiint of the I'mjcct or the dart Summa's sen•icr< are suhstmmiall+ complete. li) Assigns: Neither the i sent nor Summit ntay drlr;!ate. assicn. nr transfer hi: dunes ur mtrrest in this :~~~rccnlcnt +vithout cansrnt ol'thr other pan. r~crpt Summit mar in its discretion utilise qualified subconsultants ul the prrlirnnancr of the SCirpe of Scn ices. ll bocce Majeure: \either pan} u? this .-~~~rcrmcnt shall be liable to the rasher liar delays in perlilnning the uhligutions called lire M this Agreement. or the direct and indirect txlsts rsulting tirnn such delays. that arc caused h+ labor strikes. riots. ++ur. acts of savcmm~ent authorities. axtraordinan weather ,anditirms or other natural catastrophe. or an} other cause beyond the rcasonablc control ur contenlplalion of either pan}. .1) ~o !'bird-Part}• [3eneficiaries: Nirthine in this .-}~~rcemcnt shall create a contractual relationship with ar gi+•e any ri_ht or brnclit to :ulv third pan. K) Severability, Reformation and 4un•ival: If an~• pro+isian in this Agreement is held in+'alid. rllr~tat• or unenforcruhlc. the rnforceabilit}• of the rentainin, pro+i;iuns shall not be impaired thereby The invalid. ille_al or uncnlirrcrahle provision ;hall br replaced by a munrall+• acceptable provision. +vhich, hein~~ valid. Ir~al and rnlitrceahle. comes closest to the parties' intention underlying the invalid, illegal or unenforceable provision. Limitations nl' liability. indrmnitirs. and other express representatianssball sun ivr termination ol'this .Agreement file any cause. IJ Risk :Ulocation/Limitation of Liabilih•_ Client and Summit hove discussed the risks. rewards. and [hr benclit of the project and Summit's total fee lie sera ices. The risks have been allocated such that the C !sent agrees that to dlc tallest extent permitted h}• law'. Summit's total liuhilir} to C'Iient and construction contractors and suhcontraetilrs far an}• and all injuries. claims. losses. expenses. damages or claims exprnxs arising out of this .Agreement from any cause or causes. is limited to and shall oat exceed Summits fee ar SZ?C1,000 whichzver is smaller. Such causes include but are not limited to design prafcssimtal's negligence. negligent misrepresentation. errors. omissions, strict liabilir.• and breach of contract. !fisher limits of liability are available fir a negotiated fee. ~I) lndcmnification: "fo the fullest extent permitted by Ia+y. Client agrees to indemnify and hold harnlless Summit. its officers. directors. employees. agents. and subconsultants Pram all claims. damages. injuries, liabilities. casts and expenses. including rcasonablc attanle}•s fees arising Intro or claimed to arise lion the acts. omissions, negligence. fault. breach of contract. breach of +earranh~. nr strict liabilih of Client or its employees. agents. contrachlrs and subcomractors. ~) .Consequential Datitages: ?`ot+vithstanding any other provision ol'this :\grermcnt and to dle tallest extent permitted bylaw. neither Client our Summit shall he liable fi?r any consequential dmnages incurred dui: to the fault of the other party regardless of the nature of the I•ault or whether it +yas committed by Client. Summit. their employees. agents, subconsultants or subcontractors. Consequential damages inchtdr. but are oat limited to. loss of use and loss ofprolit. O} Complete .Agreement: This Agreement constitutes the entire a•_reenlent between the parties hereto and supersedes all previous undcrstandines and agreements with respect to the Project or any of [he provisions herenl: Na statement. promise. condition..undt:rstanding. inducement. or representation. oral ar written. expressed or implied, which is oat contained herein shall be binding or valid and this Agreement shall not be changed, modified or altered in any manner except by an instrument in writing executed by the panics hereto. fty signing this :~creement. you are consenting to the 'terms and Conditions set forth herein. Plrasc retain a copy for yourself and return a signed original k> Summit. Client Orange County. Summit Consulting Engineers, PLLC . Address 1000 Corporate Drive. Suite 101 City State Ni. borough C 27278 i3y By ~ )' l .(..Li r lSi~~naturr) Itirgnaturcj Don Dewey, PE (Print Name! (Print! Daie Date Jule 18.3007 L:/Ceotechnical/C:onn•acts/Orange Counq• Purchasing Dept - Phase t F.S:1 .lustice Facilit}'.1I)Ilsborough.doc (3 of 3)