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DocuSign Envelope ID:49M6C6-17EB-4320-131 DF-601984A397F2
<br /> DocuSign Envelope ID:49C3D6C6-17EB-4320-B1DF-601984A397F2
<br /> plans, and specifications. This review shall not include review of the accuracy or perform. In such event,Summit may terminate this Agreement or immediately suspend
<br /> completeness of details,such as quantities,dimensions,weights or gauges,fabrication the performance of services until such failure has been cured. Summit may also
<br /> processes,construction means or methods,coordination of the work with other trades terminate this agreement upon seven(7)days written notice if Client demands that
<br /> or construction safety precautions,all of which are the responsibility of the Contractors. Summit furnish or perform services contrary to Summit's responsibilities as a licensed
<br /> The review shall be conducted with reasonable promptness while allowing sufficient professional or if Summit's Services are delayed for more than 90 days.The Client may
<br /> time in Summit's judgment to permit adequate review. Review of a specific item shall terminate this Agreement for its convenience upon fourteen(14)days written notice.
<br /> not indicate that Summit has reviewed the entire assembly of which the item is a In the event of a termination for convenience,Client shall pay Summit for all Services
<br /> component. Summit shall not be responsible for any deviations from the Project performed and reimbursable expenses incurred up to and including the termination
<br /> construction contract,plans,or specifications not brought to its attention in writing by effective date plus reasonable expenses incurred by Summit as a result of the
<br /> the Contractor. Summit shall not be required to review partial submissions or those for termination. Said payment shall be made within ten(10)calendar days of Client's
<br /> which submissions of correlated items have not been received, receipt of a final invoice. Summit shall be allowed a reasonable amount of time to
<br /> 4) Requests for Clarification or Interpretation: Summit shall provide, with demobilize personnel and equipment from the Project regardless of the effective date
<br /> reasonable promptness,written responses to requests from Contractors for clarification of termination.
<br /> and interpretation of the requirements of the Project plans,specifications,and other In the event the project,or any phase of it is delayed for reasons beyond Summit's
<br /> documents prepared by Summit or its subconsultants for the Project. If such requests control, unbilled work will be invoiced at the standard hourly rates for the actual
<br /> for information,clarification or interpretation are, in Summit's professional opinion, number of hours expended. Completed phases will be billed at fees quoted herein.
<br /> for information readily apparent from reasonable observation of field conditions or a
<br /> review of the Project plans,specifications,and other documents prepared by Summit F) Disputes: In an effort to resolve any conflicts that arise during the design or
<br /> or its subconsultants,or reasonably inferable therefrom,Summit shall be entitled to construction of the Project or after completion of the Project,all claims,disputes,or
<br /> additional compensation at its regular billing rates for its time spent responding to such other matters in question between the parties to this Agreement that arise out ofor relate
<br /> requests. to this Agreement or the breach thereof shall be submitted to nonbinding mediation
<br /> before a neutral third-party mediator acceptable to both parties. Such mediation shall
<br /> 5)Record Documents:If required by the Scope of Services,upon completion of the be a condition precedent to the commencement of any legal action arising out of this
<br /> construction of the Project, Summit shall compile for and deliver to the Client a Agreement except those legal proceedings related to Client's failure to pay. In addition,
<br /> reproducible set of Record Documents conforming to the marked-up prints,drawings if a claim relates to a materialman's lien,the party asserting such claim may proceed in
<br /> and other data furnished to Summit by the Contractor. This set of Record Documents accordance with applicable law to comply with the lien notice or filing deadlines,
<br /> will show significant changes made during construction. Because these Record notwithstanding anything to the contrary herein.
<br /> Documents are based on unverified information provided by other parties that Summit
<br /> will assume to be reliable,Summit cannot and does not warrant their accuracy. The cost of the mediator shall be home equally by the parties.A demand for mediation
<br /> shall be made within a reasonable time after the claim,dispute or other matter has
<br /> E) Insurance: Summit shall maintain worker's compensation insurance required by arisen. In no event shall such demand be made after the date that applicable statutes of
<br /> law. Summit represents and warrants that it maintains general liability and property limitation or repose would bar a legal or equitable action based on such claim,dispute
<br /> damage insurance. Certificates for such policies shall be provided to Client upon or other matter.
<br /> written request. Client shall maintain at its own cost and expense, its own general
<br /> liability and property damage insurance. Client and Summit waive all rights against In the event of litigation relating to the sufficiency or adequacy of performance of
<br /> each other and Summit's subconsultants,agents and employees for losses or damages services called for by this Agreement,should Summit obtain a judgment dismissing
<br /> caused by any peril to the extent covered by the property insurance maintained by Client's action or claim or other resolution wherein Summit is not required to make
<br /> Client,except to the extent such proceeds are held by Client as trustee. This waiver of compensation to Client in excess of Summit's final offer made to Client,whether said
<br /> subrogation shall be effective as to a person or entity even though that person or entity offer was made in or after the mediation,Summit shall be entitled to recover all costs
<br /> would otherwise have a duty of indemnification,contractual or otherwise,did not pay incurred in the defense of the claim including staff time,court costs,expert witness
<br /> the insurance premium directly or indirectly,and whether or not the person or entity fees,and reasonable attorneys'fees,and other claim related expenses,
<br /> had an insurable interest in the property damaged.
<br /> G) Choice of LawlVenue:This Agreement shall be governed by the laws of the state
<br /> article 111:General Legal Provisinns in which the Summit office identified below is located,without regard to its law of
<br /> conflict of laws.Any legal action or proceeding shall be venued in the State or Federal
<br /> A) Ownership of Documents: Drawings, specifications, and all other documents Court nearest the municipality in which Summit's office is located.
<br /> prepared by Summit or its subconsultants, including those in electronic form
<br /> (collectively"Design Documents")are instruments of service. Summit shall retain all H) Statute of Limitations/Repose: Causes of action pertaining to this Agreement
<br /> common law,statutory,property,and other reserved rights in the Design Documents, shall be deemed to have accrued and the applicable statutes of limitation and repose
<br /> including copyright and the right of reuse. The Design Documents,including those in shall commence to run at the earlier of either the date of Substantial Completion of the
<br /> electronic form are furnished for use solely with respect to this Agreement. Client shall Project or the date Summit's services are substantially complete
<br /> have a limited license to use the Design Documents on the specific Project identified
<br /> herein, subject to receipt by Summit of full payment for all its Services provided I) Assigns: Neither the client nor Summit may delegate,assign,or transfer his duties
<br /> hereunder- Client is permitted to retain copies of the Design Documents, including or interest in this Agreement without consent of the other party,except Summit may in
<br /> those in electronic form,for information and reference in connection with the Project. its discretion utilize qualified subconsultants in the performance of the Scope of
<br /> Client shall not use the Design Documents,including those in electronic form furnished Services,
<br /> by Summit or its subconsultants on other projects,for additions to this Project,or for J) Force Majeure: Neither party to this Agreement shall be liable to the other for
<br /> the completion of this Project by others,without the express written consent of Summit. delays in perfonning the obligations called for by this Agreement,or the direct and
<br /> Any reuse without written consent shall be at Client's risk and full legal responsibility. indirect costs resulting from such delays,that are caused by labor strikes,riots,war,
<br /> B) Client agrees to hold harmless and indemnify Summit and its subconsultants, acts of government authorities, extraordinary weather conditions or other natural
<br /> agents,and employees from any and all claims,suits,demands,damages,liabilities, catastrophe,or any other cause beyond the reasonable control or contemplation of either
<br /> and costs,including reasonable attorney fees,arising from such reuse. paw'
<br /> K) No Third-Party Beneficiaries: Nothing in this Agreement shall create a
<br /> C) Retention of Documents: Summit will retain, pursuant its usual document contractual relationship with or give any right or benefit to any third party.
<br /> retention policy,records relating to the Work for a period of three(3)years following
<br /> completion of the Work. During this period,records will be made available to the L) Severability,Reformation and Survival:If any provision in this Agreement is
<br /> Client at Summit's offices during normal business hours upon seven(7)day's notice. held invalid,illegal,or unenforceable,the enforceability of the remaining provisions
<br /> D) Asbestos and Hazardous Materials:Unless otherwise specifically provided in the shall not be impaired thereby. The invalid,illegal or unenforceable provision shall be
<br /> Scope of Services,Summit and its subconsultants shall have no responsibility for the replaced by a mutually acceptable provision,which,being valid,legal and enforceable,
<br /> discovery,presence,handling,removal,or disposal of asbestos or hazardous or toxic comes closest to the parties'intention underlying the invalid,illegal or unenforceable
<br /> materials. provision. Limitations of liability,indemnities,and other express representations shall
<br /> survive termination of this Agreement for any cause.
<br /> E) Termination and Suspension:This Agreement maybe terminated by either party M) RISK ALLOCATION/LIMITATION OF LIABILITY• CLIENT AND
<br /> upon seven(7)days written notice in the event of substantial failure by the other party SUMMIT HAVE DISCUSSED THE RISKS,REWARDS,AND THE BENEFIT OF
<br /> to perform in accordance with the terms hereof. Such termination shall not be effective THE PROJECT AND SUMMIT'S TOTAL FEE FOR SERVICES. THE RISKS
<br /> if the substantial failure is remedied before expiration of the seven(7)days. Client's HAVE BEEN ALLOCATED SUCH THAT THE CLIENT AGREES THAT TO THE
<br /> failure to pay invoices within thirty(30)days shall be deemed a substantial failure to
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<br /> (Revised 5-1-18)
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