PSA - Design Services for Southern Gateway Bridge Beautification Project - Ciorba Group, Inc.

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GENERAL CONDITIONS OWNERSHIP OF INSTRUMENTS OF SERVICE – In accepting and utilizing any drawings, reports, documentation and other technical submissions (in any form including electronic media) generated and furnished by CIORBA, (CLIENT) agrees that these are all instruments of service of CIORBA, who shall be deemed the author, and shall retain all common law, statutory law and other rights, including copyrights. The (CLIENT) agrees not to reuse any drawings, reports, documentation and other technical submissions (in any form including electronic media), in whole or in part, for any purpose other than for the Project. The (CLIENT) agrees not to transfer the drawings, reports, documentation and other technical submissions (in any form including electronic media) to others without the prior written consent of CIORBA. The (CLIENT) further agrees to waive all claims against CIORBA resulting in any way from any unauthorized changes to or reuse of any drawings, reports, documentation and other technical submissions (in any form including electronic media) for any other project by anyone other than CIORBA. In addition, the (CLIENT) agrees, to the fullest extent permitted by law, to indemnify and hold harmless CIORBA, its officers, directors, employees and subconsultants against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, arising from any changes made by anyone other than CIORBA or from any unauthorized reuse of any drawings, reports, documentation and other technical submissions (in any form including electronic media) without the prior written consent of CIORBA. Under no circumstances shall delivery of any drawings, reports, documentation and other technical submissions (in any form including electronic media) for use by the (CLIENT) be deemed a sale by CIORBA, and CIORBA makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall CIORBA be liable for indirect or consequential damages as a result of the (CLIENT’S) reuse of the any drawings, reports, documentation and other technical submissions (in any form including electronic media). Nothing contained herein shall create a contractual relationship with, or any rights in favor of, any third party, including any contractors, subcontractors, design professionals, or subsequent users. PAYMENT OF FEES – All fees are due and payable as specified herein. Fees will be billed monthly for services performed in the preceding month. PERMITS AND APPROVALS – It is the responsibility of the (CLIENT) to obtain all necessary permits and approvals. CIORBA will assist the (CLIENT) as mutually agreed in writing as part of the Scope of Services. REJECTION OF NONCONFORMING WORK – CIORBA shall have the authority, but not the responsibility, to reject nonconforming work. CIORBA shall bring any known non-conforming work to the attention of the (CLIENT) as soon as reasonably possible. RIGHT OF ACCESS – CIORBA shall have access to the job site whenever work is in preparation or in progress. SUSPENSION AND TERMINATION - This AGREEMENT may be terminated by the (CLIENT) upon giving notice in writing to CIORBA at his last known post office address. In the event that this Page 2 of 3 3/26/2020