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Revised January 8, 2025
<br />EXHIBIT [ ]
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<br />DLZ’S STANDARD TERMS AND CONDITIONS
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<br />1. INVOICES AND PAYMENT: Unless the parties have agreed
<br />otherwise, DLZ will submit monthly invoices to CLIENT for services
<br />performed in the prior month. Except to the extent CLIENT disputes
<br />in good faith all or a portion of a DLZ invoice, CLIENT will pay DLZ the
<br />invoiced amount within thirty (30) days from the date of the invoice;
<br />and, in default of such payment, agrees to pay all cost of collection,
<br />including reasonable attorney’s fees, regardless of whether legal
<br />action is initiated. Invoiced amounts not in dispute will accrue interest
<br />at one percent (1%) per month after they have been outstanding for
<br />over thirty (30) days. If an invoiced amount not in dispute remains
<br />unpaid sixty (60) days after the date of the invoice, DLZ may, upon
<br />giving seven (7) days written notice of its intent to do so, suspend all
<br />project services until all unpaid invoiced amounts not in dispute are
<br />paid in full. If an invoice remains unpaid ninety (90) days after the
<br />date of the invoice, DLZ may, upon giving seven (7) days written
<br />notice of its intent to do so, declare CLIENT to be in breach of this
<br />agreement.
<br />2. CONSTRUCTION SERVICES: If DLZ’s scope of services
<br />includes providing professional services during the project’s
<br />construction phase, DLZ will not have control over or be responsible
<br />for contractor means, methods, techniques, sequences, procedures,
<br />or schedule, or the contractor’s failure to comply with the construction
<br />contract documents or applicable laws, ordinances, rules or
<br />regulations. If DLZ provides construction inspection or observation
<br />services, DLZ will report to CLIENT all contractor deviations from the
<br />construction contact documents that come to DLZ’s attention.
<br />However, such services are solely intended to enable DLZ to maintain
<br />familiarity with, and keep CLIENT informed of, the general progress
<br />and quality of the contractor’s work, and not to require DLZ to
<br />perform exhaustive inspections of contractor work for its compliance
<br />with the construction contract documents, which shall remain solely
<br />contractor’s responsibility.
<br />3. CHANGES IN REQUIREMENTS: In the event additional
<br />services are required due to a change, after the date of this
<br />agreement, in CLIENT’s requirements, or in the applicable law,
<br />standards, or governmental requirements or policies, DLZ will be
<br />entitled to additional compensation for such additional services.
<br />4. SURVEY STAKING: If DLZ’s scope of services includes survey
<br />layout, DLZ will not be responsible for subsequent disturbances of its
<br />layout except to the extent caused by DLZ or persons for whom it is
<br />responsible.
<br />5. MISCELLANEOUS EXPENSES: Except to the extent
<br />otherwise provided in this agreement, CLIENT is responsible for all
<br />third-party fees and charges including, without limitation, fees and
<br />charges for inspections, zoning or annexation applications,
<br />assessments, soils engineering, soils testing, aerial topography,
<br />permits, rights-of-entry, bond premiums, title company charges,
<br />blueprint and reproduction costs, and all other third-party fees and
<br />charges.
<br />6. CHANGE OF SCOPE: DLZ’s scope of services in this
<br />agreement is based on facts known at the time of execution of this
<br />agreement, including, if applicable, information supplied by CLIENT.
<br />DLZ will promptly notify CLIENT in writing of any perceived changes
<br />to its scope of services required by new information or by persons or
<br />circumstances beyond DLZ’s control, and the parties shall negotiate
<br />modifications to this agreement before DLZ begins performance of
<br />the revised scope.
<br />7. SAFETY: DLZ will take reasonable steps to protect the safety
<br />of its employees, and to perform its services in a safe manner. DLZ is
<br />not responsible for project safety other than with regard to its own
<br />services.
<br />8. REUSE OF PROJECT DELIVERABLES: CLIENT’s use of any
<br />project documents or DLZ deliverables, including electronic media, for
<br />any purpose other than that for which such documents or deliverables
<br />were originally prepared, or alteration of such documents or
<br />deliverables without written verification or adaption by DLZ for the
<br />specific purpose intended, will be at CLIENT’s sole risk.
<br />9. OPINIONS OF CONSTRUCTION COST: Any opinion of
<br />construction costs prepared by DLZ is supplied for the general
<br />guidance of the CLIENT only. Since DLZ has no control over
<br />competitive bidding or market conditions, DLZ cannot guarantee the
<br />accuracy of such opinions as compared to contractor bids or actual
<br />cost to CLIENT.
<br />10. INSURANCE: During the performance of its services and for
<br />two years thereafter, DLZ will maintain the following minimum
<br />insurance coverage: General Liability- $1,000,000 per occurrence,
<br />$2,000,000 general aggregate, $2,000,000 products/completed
<br />operations aggregate, $1,000,000 personal/advertising injury
<br />aggregate; Automobile Liability- $1,000,000 combined single limit;
<br />Workers Compensation and Employers Liability- in conformance with
<br />statutory requirements, and $1,000,000 employers liability; and
<br />Professional Liability- $2,000,000 per claim and in the aggregate.
<br />Certificates evidencing such coverage will be provided to CLIENT
<br />upon request. If DLZ is providing construction phase services, CLIENT
<br />agrees to require its contractor to include DLZ as an additional insured
<br />on the contractor’s General Liability and Automobile Liability
<br />insurance policies, and DLZ’s above-listed coverage will be excess
<br />over the contractor’s coverage, which will be primary.
<br />11. INDEMNITY: To the fullest extent permitted by law, each of
<br />the parties agrees to indemnify and save harmless the other party
<br />from and against all liability, damages, and expenses, including
<br />reasonable attorney’s fees, sustained by the other party by reason of
<br />injury or death to persons or damage to tangible property, to the
<br />proportionate extent caused by the negligent acts or omissions of the
<br />indemnifying party or its employees.
<br />12. CONSEQUENTIAL DAMAGES: Neither party will be liable to
<br />the other for consequential, special, incidental, indirect, liquidated, or
<br />punitive damages.
<br />13. LIABILITY: No employee of DLZ or of its parent, subsidiary,
<br />or affiliated companies will be personally liable to CLIENT. DLZ’s total
<br />liability to CLIENT, and any coverage of CLIENT as an additional
<br />insured under any of DLZ’s insurance policies, for injuries, claims,
<br />losses, expenses or damages arising out of DLZ’s services or this
<br />agreement from any causes including, but not limited to, DLZ’s
<br />negligence, error, omissions, strict liability, or breach of contract, will
<br />not exceed the total compensation received by DLZ under this
<br />agreement.
<br />14. DISPUTES: Any claim or controversy arising out of or relevant
<br />to this agreement, or the breach thereof, shall be settled by binding
<br />arbitration in the state in which the project is located, in accordance
<br />with the rules of the American Arbitration Association, and judgment
<br />upon any award rendered by the arbitrator(s) may be rendered in any
<br />court having jurisdiction thereof.
<br />15. STATUTE OF LIMITATIONS: The parties agree that the time
<br />period for bringing claims regarding DLZ’s Service’s under this
<br />agreement expires on the earlier of one year after completion of the
<br />project, or two years after completion of DLZ’s project services.
<br />16. DELAYS: DLZ is not responsible for delays caused by persons
<br />or circumstances for which DLZ is not responsible.
<br />17. SHOP DRAWINGS: If DLZ’s scope of services includes
<br />reviewing shop drawings, such reviews are solely with regard to their
<br />general conformance with the design concept, and not for the
<br />purpose of reviewing or approving their accuracy, completeness,
<br />dimensions, quantities, constructability, compatibility with other
<br />construction components, or compliance with the requirements of the
<br />construction contract documents, all of which remain the contractor’s
<br />responsibility. DLZ is not responsible for reviewing or approving the
<br />contractor’s safety precautions or construction means, methods,
<br />sequences or procedures.
<br />18. ACCEPTANCE: Both parties will consider DLZ’s initiation of
<br />services prior to execution of this agreement in order to
<br />accommodate CLIENT, at CLIENT’s request, as CLIENT’s formal
<br />acceptance of all of the terms and conditions in this agreement.
<br />19. STANDARD OF CARE: DLZ will perform its services with the
<br />care and skill ordinarily exercised by members of its profession
<br />currently practicing under similar conditions in the same locale. DLZ
<br />does not make, and expressly disclaims, any other warranties, express
<br />or implied, relating to its services including, without limitation,
<br />warranties of merchantability and fitness for a particular purpose.
<br />DLZ shall be entitled to rely on all CLIENT-provided information
<br />except to the extent otherwise stated in the agreement.
<br />CD
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