|
Exhibit D
<br />STANDARD TERMS AND CONDITIONS
<br />1. INVOICE AND PAYMENT PROCEDURES: DLZ shall submit
<br />invoices, once a month, at a minimum, to the OWNER for Services
<br />accomplished during each calendar month.
<br />The O WNER, as OWNER or authorized agent for the O WNER, hereby agrees
<br />that payment will be made for said Services within thirty (30) days from the
<br />date of the invoice; and, in default of such payment, hereby agrees to pay all
<br />cost of collection, including reasonable attorney's fees, regardless of whether
<br />legal action is initiated. The OWNER hereby acknowledges that unpaid
<br />invoices shall accrue interest at 18 percent per annum after they have been
<br />outstanding for over thirty (30) days. If an invoice remains unpaid sixty (60)
<br />days after the date of the invoice, DLZ may, upon giving seven (7) days written
<br />notice of its intent to do so, suspend all Services on the OWNER's project.
<br />This suspension shall remain in effect until all unpaid invoices are paid in full.
<br />If an invoice remains unpaid ninety (90) days after the date of the invoice,
<br />DLZ may, upon giving seven (7) days written notice of its intent to do so,
<br />declare OWNER to be in breach of this Agreement and pursue its remedies for
<br />collection.
<br />OWNER for any purpose other than that for which such documents or
<br />deliverable were originally prepared, or alternation of such documents or
<br />_ deliverables without written verification or adaption by DLZ for the specific
<br />purpose intended, shall be at OWNER's sole risk.
<br />10. OPINIONS OF CONSTRUCTION COST: Any opinion of
<br />construction costs prepared by DLZ is supplied for the general guidance of the
<br />OWNER only. Since DLZ has no control over competitive bidding or market
<br />conditions, DLZ cannot guarantee the accuracy of such opinions as compared
<br />to contract bids or actual cost to OWNER.
<br />11. INSURANCE: DLZ will maintain insurance coverage for Professional,
<br />Comprehensive Genera], Automobile, Worker's Compensation and
<br />Employer's Liability in amounts in accordance with legal, and DLZ business,
<br />requirements. Certificates evidencing such coverage will be provided to
<br />OWNER upon request. For projects involving construction, OWNER agrees
<br />to require its construction contractor, if any, to include DLZ as an additional
<br />insured on its policies relating to the Project. DLZ coverage referenced above
<br />shall, in such case, be excess over contractor's primary coverage.
<br />2. CONSTRUCTION SERVICES: Construction Phase Services are not
<br />intended to be exhaustive detailed inspections but site observations to become
<br />generally familiar with and to keep Owner informed about the progress and
<br />quality of work. The Contractor is totally responsible for compliance with the
<br />Contract Documents. If, under this Agreement, professional services are
<br />provided during the construction phase of the project, DLZ shall not be
<br />responsible for or have control over means, methods, techniques, sequences, or
<br />procedures; or for safety precautions and programs in connection with the
<br />Work. Nor shall DLZ be responsible for the Contractor' s failure to carry out
<br />the Work in accordance with the Contract Documents or for Contractor' s
<br />failure to comply with applicable laws, ordinances, rules or regulations. Under
<br />no circumstances will DLZ have any direct contractual relationship with the
<br />Construction Manager, Contractor, any subcontractors, material suppliers or
<br />other consultants unless DLZ and the Owner expressly agree otherwise in
<br />writing. OWNER agrees that DLZ will perform on-site construction review
<br />for this project and that such services will not be performed by others.
<br />3. SUBSURFACE INVESTIGATION: DLZ makes no representations
<br />concerning soil conditions unless specifically included in writing in this
<br />agreement, and DLZ is not responsible for any liability that may arise out of
<br />the making or failure to make soil surveys, or sub-surface soil tests, or general
<br />soil testing.
<br />4. AGENCY REVIEW: In the event that the plans, specifications, and/or
<br />field work covered by this contract are those required by various governmental
<br />agencies and in the event, that due to change of policy of said agencies after
<br />the date of this agreement, additional office or field work is required, the said
<br />additional work shall be paid for by OWNER as extra work.
<br />5. SURVEY STAHING: In the event that any staking is destroyed by an
<br />act of God or parties other than DLZ, the cost of restaking shall be paid for by
<br />OWNER as extra work.
<br />6. MISCELLANEOUS EXPENSES: The OWNER shall pay the costs of
<br />checking and inspection fees, zoning and annexation application fees,
<br />assessment fees, soils engineering fees, soils testing fees, aerial topography
<br />fees, and all other fees, permits, bond premiums, title company charges,
<br />blueprints and reproductions, and all other charges not specifically covered by
<br />the terms of this agreement.
<br />7. CHANGE OF SCOPE: The Scope of Services set forth in this
<br />Agreement is based on facts known at the time of execution ofthis Agreement,
<br />including, if applicable, information supplied by DLZ and OWNER. DLZ will
<br />promptly notify OWNER of any perceived changes of scope in writing and the
<br />parties shall negotiate modifications to this Agreement before commencement
<br />of change in scope.
<br />8. SAFETY: DLZ shall establish and maintain programs and procedures
<br />for the safety of its employees. DLZ specifically disclaims any authority or
<br />responsibility for general job site safety and safety of persons other than DLZ
<br />employees.
<br />9. REUSE OF PROJECT DELIVERABLES: Reuse of any documents
<br />or other deliverables, including electronic media, pertaining to the Project by
<br />12. INDEMNITY: To the fullest extent permitted by law, DLZ shall
<br />indemnify and save harmless from and against loss, liability, and damages
<br />sustained by OWNER, its employees, and representatives byreason of injury
<br />or death to persons or damage to tangible property to the extent caused directly
<br />by the negligence of DLZ or its employees.
<br />13. LIMITATIONS OF LIABILITY: No employee of DLZ shall have
<br />individual liability to OWNER. OWNER agrees that, to the fullest extent
<br />permitted by law, DLZ's total liability to OWNER for any and all injuries,
<br />claims, losses, expenses or damages whatsoever arising out of or in any way
<br />related to the Project or this Agreement from any causes including, but not
<br />limited to, DLZ's negligence, error, omissions, strict liability, or breach of
<br />contract shall not exceed Ten Thousand Dollars. If OWNER desires a limit of
<br />liability Beater than provided above, OWNER and DLZ shall include in the
<br />Ageement the amount of such limit and the additional compensation to be
<br />paid to DLZ for assumption of such risk.
<br />14. PREVAILING PARTY LITIGATION COSTS: In the event any
<br />actions are brought to enforce this Agreement, the prevailing party shall be
<br />entitled to collect its litigation costs ftom the other party. Any litigation shall
<br />be governed by the laws of the state of Indiana.
<br />15. AUTHORITY: The persons signing this Agreement warrant that they
<br />have the authority to sign as, or on behalf of, the party for whom they are
<br />signing.
<br />16. STATUTE OF LIMITATIONS: To the fullest extent permitted by
<br />law, parties agree that, except for claims for indemnification, the time period
<br />for bringing claims regarding DLZ's performance under this Agreement shall
<br />expire one yeaz after Project Completion.
<br />17. SCHEDULE: DLZ shall not be responsible for the Contractor's schedule
<br />or failure to carry out the Work in accordance with the Contract documents.
<br />DLZ shall not have control over or charge of acts or omissions of the
<br />Contractor, Subcontractors, or their agents or employees, or any other persons
<br />performing portions of the Work.
<br />18. SHOP DRAWINGS: Review of such submittals is not conducted for
<br />the purpose of determining the accuracy of completeness of other details such
<br />as dimensions and quantities, or for substantiating and/or coordinating
<br />instructions for installation or performance of equipment of systems with other
<br />contract disciplines, all of which remain the responsibility of the Contractor as
<br />required by the Contract. DLZ's review shall not constitute approval of safety
<br />precautions or, of any construction means, methods, techniques, sequences or
<br />procedures. DLZ's approval of a specific item shall not indicate approval of an
<br />assembly of which the item is a component.
<br />Revised 5/07 M:\PROJ\0761\2664\docs\agreement\Clearing & Demo Contract\Exhibit D TermCond revised 5-11-07.doc
<br />
|