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STANDARD TERMS AND CONDITIONS ATTACHMENT D
<br />INVOICE AND PAYMENT PROCEDURES: DLZ shall submit
<br />nvoices, once a month, at a minimum, to the OWNER for Services
<br />accomplished during each calendar month.
<br />The OWNER, as OWNER or authorized agent for the OWNER hereby
<br />agrees that paymentwill be made for said Serviceswithin thirty (30) days
<br />from the date of the invoice; and, in default of such payment, hereby
<br />agrees to pay all cost of collection, including reasonable attome�s fees,
<br />regardless of whether legal action is initiated. The OWNER hereby
<br />acknowledges that unpaid invoiceshall accrue interestat 18 percentper
<br />annum after they have been outstanding for over thirty (30) days. [fan
<br />invoice remains unpaid sixty (60) days after the date of the invoice, DLZ
<br />may, upon giving seven (7) days written notice of its intent to do so,
<br />suspend all Services on the OWNER =s project. This suspension shall
<br />remain in effect until all unpaid invoices are paid in full. If an invoice
<br />remains unpaid ninety (90) days after the date of the invoice, DLZ may,
<br />upon giving seven (7) days written notice of its intent to do so, declare
<br />OWNER to be in breach of this Agreement and pursue its remedies for
<br />collection.
<br />2. CONSTRUCTION SERVICES: If, under this Agreement,
<br />professional services are provided during the construction phase of the
<br />project, DLZ shall not be responsible for or have control over means,
<br />methods, techniques, sequences, or procedures; or for safety precautions
<br />and programsin connectionwith the Work. Nor shal I DLZ be responsible
<br />for the Contractor -s failure to carry out the Work in accordancewith the
<br />ContractDocumentsor for Contractor--s failure to comply with applicable
<br />laws, ordinances,rules or regulations. Under no circumstanceswill DLZ
<br />have any direct contractual relationship with the Construction Manager,
<br />Contractor, any subcontractors, material suppliers or other consultants
<br />unless DLZ and the Owner expressly agree otherwise in writing.
<br />OWNER agrees that DLZ will perform on -site construction review for this
<br />ONmroiect and that such services will not be performed by others.
<br />3. SUBSURFACE INVESTIGATION: DLZ makes no
<br />representations concerningoil conditionsunless specificallyincluded in
<br />writing in this agreement,and DLZ is not responsiblefor any liabilitythat
<br />may arise out of the making or failure to make soil surveys,or sub - surface
<br />soil tests, or general soil testing.
<br />4. AGENCY REVIEW: In the event that the plans, specifications,
<br />and/or field work covered by this contract are those required by various
<br />governmental agencies and in the event, that due to change of policy of
<br />said agencies after the date of this agreement, additional office or field
<br />work is required,the said additionalwork shall be paid for by OWNER as
<br />extra work.
<br />5. SURVEY STAKING: In the event that any staking is destroyedby
<br />an act of God or parties otherthan DLZ, the cost of restakingshall be paid
<br />for by OWNER as extra work.
<br />6. MISCELLANEOUS EXPENSES: The OWNER shall pay the costs
<br />of checking and inspection fee, zoning and annexation application fees,
<br />assessmentfees, soils engineeringfees, soils testing fees, aerial topography
<br />fees, and all other fees, permits, bond premiums, title company charges,
<br />blueprintsand reproductions,and all othercharges not specifically covered
<br />by 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 of this
<br />Agreement, including, if applicable, information supplied by DLZ and
<br />OWNER. DLZ will promptly notif3OWNER of any perceivedchanges
<br />of scope in writing and the parties shall negotiate modifications to this
<br />Agreement before commencement of change in scope.
<br />8. SAFETY: DLZ shall establish and maintain programs and
<br />procedures for the safety of its employees. DLZ specifically disclaims any
<br />authority or responsibilityfor general job site safety and safety of persons
<br />other than DLZ employees,
<br />9. REUSE OF PROJECT DELIVERABLES: Reuse of any
<br />documentsor otherdeliverebles, includingelectronicmedia, pertainingto
<br />the Project by OWNER for any purpose other than that for which such
<br />documents or deliverablewere originallyprepared, or altemationof such
<br />documentsor deliverableswithout written verification or adaption by DLZ
<br />for the specific purpose intended, shall be at OWNERS sole risk.
<br />10. OPINIONS OF CONSTRUCTION COST: Any opinion of
<br />constructioncosts preparedby DLZ is suppliedfor the general guidance of
<br />the OWNER only. Since DLZ has no control over competitivebiddingor
<br />market conditions, DLZ cannot guaranteethe accuracy of such opinions as
<br />compared to contract bids or actual cost to OWNER.
<br />11. INSURANCE: DLZ will maintain insurance coverage for
<br />Professional, Comprehensive General, Automobile, Worker =s
<br />Compensation and Employer -s Liability in amounts in accordance with
<br />legal, and DLZ business, requirements. Certificates evidencing such
<br />coverage will be provided to OWNER upon request. For projects
<br />involving construction, OWNER agrees to require its construction
<br />contractor, if any, to include DLZ assn additional insured on its policies
<br />relatingto the Project. DLZ coveragereferencedaboveshall, in such case,
<br />be excess over contractors primary coverage.
<br />12. INDEMNITY: To the fullestextent permitted by law DLZ shall
<br />indemnifyand save harmless from and against loss, liability,and damages
<br />sustained by OWNER, its employees, and representativesby reason of
<br />injury or death to persons or damage to tangible property to the extent
<br />caused directly by the negligence of DLZ or its employees.
<br />13. LIMITATIONS OF LIABILITY. No employee of DLZ shall
<br />have individual liability to OWNER. OWNER agrees that, to the fullest
<br />extent permitted by law, DLZ =s total liabilityto OWNER for any and all
<br />injuries, claims, losses, expensesor damages whatsoeverarising out of or
<br />in any way related to the Project or this Agreement from any causes
<br />including,but not limited to, DLZ =s negligence, error, omissions, strict
<br />liability, or breach of contract shall not exceed the total compensation
<br />received by DLZ under this Agreement. If OWNER desires a limit of
<br />liability greater than provided above, OWNER and DLZ shall include in
<br />the Agreementthe amount of such limit and the additionalcompensation
<br />to be paid b DLZ for assumption of such risk.
<br />14. PREVAILING PARTY LITIGATION COSTS: In the event any
<br />actions are broughtto enforce this Agreement,theprevaiiling party shall be
<br />entitledto collectits litigationcosts from the otherparty. Any litigation
<br />shall be governed by the laws of the state of Indiana.
<br />15. AUTHORITY: The persons signing this Agreement warrant that
<br />they have the authorityto sign as, or on behalfof, the party for whom they
<br />are signing.
<br />16. STATUTE OF LIMITATIONS: To the fullest extent permitted by
<br />law, parties agree that, except for claims for indemnification, the time
<br />period for bringing claims regarding DLZ =s performance under this
<br />Agreement shall expire one year after Project Completion.
<br />Revised 2/02 MAProposalsTI OTransporutionEawson FishceAcquisition Services agreemedAttachment D TermCond.doc
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