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EXHIBIT [ATTACHMENT BI
<br />DLZ'S STANDARD TERMS AND CONDITIONS
<br />1. INVOICE AND PAYMENT PROCEDURES: DLZ shall
<br />submit invoices, once a month, at a minimum, to the CLIENT for Services
<br />accomplished during each calendar month.
<br />The CLIENT hereby agrees that payment will be made for DLZ's Services
<br />within thirty (30) days from the date of the invoice; and, in default of such
<br />payment, hereby agrees to pay all cost of collection, including reasonable
<br />attorney's fees, regardless of whether legal action is initiated. The
<br />CLIENT hereby acknowledges that unpaid invoices shall accrue interest at
<br />18 percent per annum after they have been outstanding for over thirty (30)
<br />days. If an invoice remains unpaid sixty (60) days after the date of the
<br />invoice, DLZ may, upon giving seven (7) days written notice of its intent
<br />to do so, suspend all Services on the CLIENT's project. This suspension
<br />shall remain in effect until all unpaid invoices are paid in full. If an
<br />invoice remains unpaid ninety (90) days after the date of the invoice, DLZ
<br />may, upon giving seven (7) days written notice of its intent to do so,
<br />declare CLIENT to be in breach of this Agreement and pursue its remedies
<br />for collection.
<br />2. CONSTRUCTION SERVICES: Construction Phase Services
<br />are not intended to include exhaustive detailed inspections of contractor
<br />work but site observations to become generally familiar with and to keep
<br />CLIENT informed about the progress and quality of work. The Contractor
<br />is solely responsible for its compliance or noncompliance 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 contractor means, methods,
<br />techniques, sequences, or procedures; or for safety precautions and
<br />programs in connection with the Work. Nor shall DLZ be responsible for
<br />the Contractor's failure to carry out the Work in accordance with the
<br />Contract Documents or for Contractor's failure to comply with applicable
<br />laws, ordinances, rules or regulations. Under no circumstances will 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 CLIENT expressly agree otherwise in writing.
<br />CLIENT agrees that DLZ will perform on -site construction observation for
<br />this project and that such services will not be performed by others.
<br />3. SUBSURFACE INVESTIGATION: DLZ makes no
<br />representations concerning soil conditions unless specifically included in
<br />writing in this Agreement, and DLZ is not responsible for any liability that
<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, due to a change in
<br />applicable laws or a change in the requirements or policies of a
<br />governmental agency after the date of this Agreement, additional office or
<br />field work is required, said additional work shall be paid for by CLIENT
<br />as extra work.
<br />5. SURVEY STAKING: In the event that any survey staking is
<br />disturbed by an act of God or parties other than DLZ, the cost of restaking
<br />shall be paid for by CLIENT as extra work.
<br />6. MISCELLANEOUS EXPENSES: The CLIENT shall pay the
<br />costs of checking and inspection fees, zoning and annexation application
<br />fees, assessment fees, soils engineering fees, soils testing fees, aerial
<br />topography fees, and all other fees, permits, bond premiums, title company
<br />charges, blueprints and reproductions, and all other charges not
<br />specifically covered 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 />CLIENT. DLZ will promptly notify CLIENT of any perceived changes of
<br />scope in writing and the parties shall negotiate modifications to this
<br />Agreement before commencement of any 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 responsibility for general job site safety and safety of persons
<br />other than DLZ employees.
<br />9. REUSE OF PROTECT DELIVERABLES: Reuse of any
<br />documents or other deliverables, including electronic media, pertaining to
<br />the Project by CLIENT for any purpose other than that for which such
<br />documents or deliverable were originally prepared, or alternation of such
<br />documents or deliverables without written verification or adaption by DLZ
<br />for the specific purpose intended, shall be at CLIENT'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
<br />the CLIENT only. Since DLZ has no control over competitive bidding or
<br />market conditions, DLZ cannot guarantee the accuracy of such opinions as
<br />compared to contract bids or actual cost to CLIENT.
<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 all
<br />legal requirements and DLZ business requirements. Certificates
<br />evidencing such coverage will be provided to CLIENT upon request. For
<br />projects involving construction, CLIENT agrees to require its construction
<br />contractor, if any, to include DLZ as an additional insured on its policies
<br />relating to the Project. DLZ coverage referenced above shall, in such case,
<br />be excess over contractor's primary coverage.
<br />12. INDEMNITY: To the fullest extent permitted by law, DLZ shall
<br />indemnify and save harmless CLIENT from and against liability and
<br />damages sustained by CLIENT, its employees, and representatives by
<br />reason of injury or death to persons or damage to tangible property to the
<br />proportionate extent caused directly by the negligence of DLZ or its
<br />employees.
<br />13. LIMITATION OF LIABILITY: No employee of DLZ, its
<br />parent, subsidiary or affiliate companies, shall have individual liability to
<br />CLIENT. CLIENT agrees that, to the fullest extent permitted by law,
<br />DLZ's total liability to CLIENT for any and all injuries, claims, losses,
<br />expenses or damages whatsoever arising out of or in any way related to the
<br />Project or this Agreement from any causes including, but not limited to,
<br />DLZ's, negligence, error, omissions, strict liability, or breach of contract
<br />shall not exceed the total compensation received by DLZ under this
<br />Agreement. If CLIENT desires a limit of liability greater than provided
<br />above, CLIENT and DLZ shall include in the Agreement the amount of
<br />such limit and the additional compensation to be paid to DLZ for
<br />assumption of such risk.
<br />14. PREVAILING PARTY LITIGATION COSTS: In the event
<br />any actions are brought to enforce this Agreement, the prevailing party
<br />shall be entitled to collect its litigation costs from the other party. Any
<br />litigation shall be governed by the laws of the state in which the Project is
<br />located.
<br />15. AUTHORITY: The persons signing this Agreement warrant that
<br />they have the authority to sign as, or on behalf of, the party for whom they
<br />are signing.
<br />16. STATUTE OF LIMITATIONS: To the fullest extent permitted
<br />by 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 />17. SCHEDULE: DLZ shall not be responsible for the Contractor's
<br />schedule or failure to carry out the Work in accordance with the Contract
<br />documents. DLZ shall not have control over or charge of acts or
<br />omissions of the Contractor, Subcontractors, or their agents or employees,
<br />or any other persons performing portions of the Work.
<br />18. SHOP DRAWINGS: Review of such submittals is not
<br />conducted for the purpose of determining the accuracy of completeness of
<br />other details such as dimensions and quantities, or for substantiating and/or
<br />coordinating instructions for installation or performance of equipment of
<br />systems with other contract disciplines, all of which remain the
<br />responsibility of the Contractor as required by the Contract. DLZ's review
<br />shall not constitute approval of safety precautions or, of any construction
<br />means, methods, techniques, sequences or procedures. DLZ's approval of
<br />a specific item shall not indicate approval of an assembly of which the
<br />item is a component.
<br />Revised March 2011 MAProposals\201 1\61 10 - LA Planning\South Bend\Fire Stations 5 and 9 Location Evaluation \Agreement \Standard Teens and Conditions - Rev Feb 2011.docx
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