|
DocuSign Envelope ID:OEA8910E-53C5-4456-B7C4-13B07A47BB46
<br /> 1)Site Observation:If Project site observation visits are to be provided by Summit, Article III•General LeEal Provisions
<br /> Summit shall visit the site at intervals appropriate to the stage of the construction,or as
<br /> otherwise expressly agreed to in the Scope of Services,in order to observe the progress A) Ownership of Documents: Drawings, specifications, and all other documents
<br /> and quality of the work completed by the contractor. Such observation is not meant to prepared by Summit or its subconsultants, including those in electronic form
<br /> be an exhaustive check or a detailed inspection of the contractor's work but rather to (collectively"Design Documents")are instruments of service. Summit shall retain all
<br /> allow Summit to become generally familiar with the progress of the construction work common law,statutory,property,and other reserved rights in the Design Documents,
<br /> and to determine in general if the work is being performed in a manner indicating that, including copyright and the right of reuse. The Design Documents,including those in
<br /> when fully completed, the work will be in accordance with the Project plans and electronic form are furnished for use solely with respect to this Agreement. Client shall
<br /> specifications. Summit shall not be required to make continuous or exhaustive have a limited license to use the Design Documents on the specific Project identified
<br /> inspections to check the quantity and quality of the construction work nor shall Summit herein, subject to receipt by Summit of full payment for all its Services provided
<br /> be responsible for the Contractor's failure to perform the construction work in hereunder. Client is permitted to retain copies of the Design Documents,including
<br /> accordance with the Project plans and specifications. those in electronic form,for information and reference in connection with the Project.
<br /> Client shall not use the Design Documents,including those in electronic form fumished
<br /> 2)Work Site Safety: Client agrees that Summit shall not supervise or direct,or have by Summit or its subconsultants on other projects,for additions to this Project,or for
<br /> any responsibility for, control over or charge of, the Contractors' work or the the completion of this Project by others,without the express written consent of Summit.
<br /> construction means,methods,techniques,sequences or procedures,or for the work site Any reuse without written consent shall be at Client's risk and full legal responsibility.
<br /> safety precautions or programs in connection with the construction work.These rights
<br /> and responsibilities are solely those of the party or parties performing the actual B) Client agrees to hold harmless and indemnify Summit and its subconsultants,
<br /> construction of the Project. Neither the professional activities of Summit, nor the agents,and employees from any and all claims,suits,demands,damages,liabilities,
<br /> presence of Summit personnel and subconsultants at the construction site,shall relieve and costs,including reasonable attorney fees,arising from such reuse.
<br /> the Contractors and any other entity of their obligations, duties and responsibilities
<br /> including,but not limited to,construction means,methods, sequence,techniques or C) Retention of Documents: Summit will retain, pursuant to its usual document
<br /> procedures necessary for performing,superintending or coordinating all portions of the retention policy,records relating to the Work for a period of three(3)years following
<br /> construction work safely and in accordance with any health or safety requirements of completion of the Work. During this period,records will be made available to the
<br /> any regulatory agency. The Client agrees that the Client, Summit and Summit's Client at Summit's offices during normal business hours upon seven(7)day's notice.
<br /> subconsultants(and their officers,directors,employees,and agents)shall be included
<br /> as indemnitees in any indemnification provisions in the Client/Contractor contract for D) Asbestos and Hazardous Materials:Unless otherwise specifically provided in the
<br /> the Project and that Summit and Summit's subconsultants(and their officers,directors, Scope of Services,Summit and its subconsultants shall have no responsibility for the
<br /> employees, and agents) shall be made additional insureds under the Contractors' discovery,presence,handling,removal,or disposal of asbestos or hazardous or toxic
<br /> general,umbrella and excess liability insurance policies. materials.
<br /> 3)Submittals and Shop Drawings:If the Scope of Services includes the review of E) Termination and Suspension:This Agreement maybe terminated by either party
<br /> Contractor submittals and shop drawings,then Summit will review such submittals and upon seven(7)days written notice in the event of substantial failure by the other party
<br /> shop drawings for the limited purpose of checking for conformance with the design to perform in accordance with the terms hereof. Such termination shall not be effective
<br /> concept expressed and the information provided in the Project construction contract, if the substantial failure is remedied before expiration of the seven(7)days. Client's
<br /> plans, and specifications. This review shall not include review of the accuracy or failure to pay invoices within thirty(30)days shall be deemed a substantial failure to
<br /> completeness of details,such as quantities,dimensions,weights or gauges,fabrication perform. In such event,Summit may terminate this Agreement or immediately suspend
<br /> processes,construction means or methods,coordination of the work with other trades the performance of services until such failure has been cured. Summit may also
<br /> or construction safety precautions,all of which are the responsibility of the Contractors. terminate this agreement upon seven(7) days written notice if Client demands that
<br /> The review shall be conducted with reasonable promptness while allowing sufficient Summit furnish or perform services contrary to Summit's responsibilities as a licensed
<br /> time in Summit's judgment to permit adequate review. Review of a specific item shall professional or if Summit's Services are delayed for more than 90 days.The Client may
<br /> not indicate that Summit has reviewed the entire assembly of which the item is a terminate this Agreement for its convenience upon fourteen(14)days written notice.
<br /> component. Summit shall not be responsible for any deviations from the Project In the event of a termination for convenience,Client shall pay Summit for all Services
<br /> construction contract,plans,or specifications not brought to its attention in writing by performed and reimbursable expenses incurred up to and including the termination
<br /> the Contractor. Summit shall not be required to review partial submissions or those for effective date plus reasonable expenses incurred by Summit as a result of the
<br /> which submissions of correlated items have not been received. termination. Said payment shall be made within ten(10)calendar days of Client's
<br /> 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
<br /> documents prepared by Summit or its subconsultants for the Project. If such requests In the event the project,or any phase of it is delayed for reasons beyond Summit's
<br /> for information,clarification or interpretation are,in Summit's professional opinion, control, unbilled work will be invoiced at the standard hourly rates for the actual
<br /> for information readily apparent from reasonable observation of field conditions or a number of hours expended. Completed phases will be billed at fees quoted herein.
<br /> review of the Project plans,specifications,and other documents prepared by Summit
<br /> or its subconsultants,or reasonably inferable therefrom, Summit shall be entitled to F) Disputes: In an effort to resolve any conflicts that arise during the design or
<br /> additional compensation at its regular billing rates for its time spent responding to such construction of the Project or after completion of the Project,all claims,disputes,or
<br /> requests. other matters in question between the parties to this Agreement that arise out of or relate
<br /> to this Agreement or the breach thereof shall be submitted to nonbinding mediation
<br /> 5)Record Documents:If required by the Scope of Services,upon completion of the before a neutral third-party mediator acceptable to both parties. Such mediation shall
<br /> construction of the Project, Summit shall compile for and deliver to the Client a be a condition precedent to the commencement of any legal action arising out of this
<br /> reproducible set of Record Documents conforming to the marked-up prints,drawings Agreement except those legal proceedings related to Client's failure to pay. In addition,
<br /> and other data furnished to Summit by the Contractor. This set of Record Documents if a claim relates to a materialman's lien,the party asserting such claim may proceed in
<br /> will show significant changes made during construction. Because these Record accordance with applicable law to comply with the lien notice or filing deadlines,
<br /> Documents are based on unverified information provided by other parties that Summit notwithstanding anything to the contrary herein.
<br /> will assume to be reliable,Summit cannot and does not warrant their accuracy.
<br /> The cost of the mediator shall be borne equally by the parties.A demand for mediation
<br /> E) Insurance: Summit shall maintain worker's compensation insurance required by shall be made within a reasonable time after the claim, dispute or other matter has
<br /> law. Summit represents and warrants that it maintains general liability and property arisen. In no event shall such demand be made after the date that applicable statutes of
<br /> damage insurance. Certificates for such policies shall be provided to Client upon limitation or repose would bar a legal or equitable action based on such claim,dispute
<br /> written request. Client shall maintain at its own cost and expense, its own general or other matter.
<br /> liability and property damage insurance. Client and Summit waive all rights against
<br /> each other and Summit's subconsultants,agents and employees for losses or damages In the event of litigation relating to the sufficiency or adequacy of performance of
<br /> caused by any peril to the extent covered by the property insurance maintained by services called for by this Agreement,should Summit obtain a judgment dismissing
<br /> Client,except to the extent such proceeds are held by Client as trustee. This waiver of Client's action or claim or other resolution wherein Summit is not required to make
<br /> subrogation shall be effective as to a person or entity even though that person or entity compensation to Client in excess of Summit's final offer made to Client,whether said
<br /> would otherwise have a duty of indemnification,contractual or otherwise,did not pay offer was made in or after the mediation,Summit shall be entitled to recover all costs
<br /> the insurance premium directly or indirectly,and whether or not the person or entity incurred in the defense of the claim including staff time,court costs,expert witness
<br /> had an insurable interest in the property damaged. fees,and reasonable attorneys'fees,and other claim related expenses.
<br /> Page 3 of 4
<br /> (Revised 8-30-18)
<br />
|