Authorizing an Interlocal Agreement Between City of South Bend, City of Mishawaka & St Joseph County, regarding the USEPA Brownfields Assessment Grant Application

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S 'I4' M B R 40 KA Eh iNEE,S • SCIENTISTS uSTRUCroaS FORMS - 110.2013 Article 16. Review of Drawings of Contractors In the course of performing services under this Agreement, Symbiont may be asked to review drawings and specifications from contractors engaged to perform work in connection with the project for which the Proposal is submitted. Any such review shall be limited to a review of the general conformance with the design concept of the project and the general compliance with information given in the contractor's documents and as may otherwise be noted by Symbiont on such drawings and specifications. Such review shall in no way limit the liability of the contractor or be deemed an indication that Symbiont has accepted or approved the drawings and specifications in any manner. Article 17. Ownership and Use of Documents and Concepts Client acknowledges that Symbiont reports, drawings, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other similar documents ( "Records ") are instruments of professional services, not products. Symbiont will retain these Records for a period of three (3) years following completion of this project. During this time, Symbiont will reasonably make available these records to the Client. Symbiont may charge a reasonable fee in addition to its professional fees for storing, retrieving, or copying such records. CADD files and any other electronic data submitted by Symbiont shall be reviewed by Client for comparison to the paper contract documents including plans, drawings and specifications. Client shall notify Symbiont within ten (10) business days of any defects it discovers in the files or any inconsistencies between the electronic files and the paper contact documents. Symbiont shall not be responsible for any deviations, alterations, modifications or additions in the electronic data in comparison to the paper contract documents or any reuse of the electronic data by Client or any other party for this project, or any other project without the prior express written consent of Symbiont. Client shall defend, indemnify and hold completely harmless Symbiont against any claims, damages, or losses arising out of any deviations, alterations, modifications, or additions in the electronic data in comparison to the paper contract documents or any reuse of the electronic data without prior express written consent of Symbiont. All documents, including the electronic files that are transferred by Symbiont to Client are Instruments of Service of Symbiont created for this project only, and are not intended to be deemed a sale of the files and data, and NO REPRESENTATION OR WARRANTY IS MADE, EITHER EXPRESS OR IMPLIED, CONCERNING THE MERCHANTABILITY OF THE FILES AND DATA OR THEIR FITNESS FOR A PARTICULAR PURPOSE. Copies of documents that may be relied upon by Client are limited to only the printed copies (also known as hard copies) that contain original signatures and seals of the professional employee(s) of Symbiont. Files in electronic media format of text, data, graphic, or of other types that are furnished by Symbiont to Client are only for the convenience of Client and shall not be construed as containing original signatures and seals of the professional employee(s) of Symbiont. Any conclusion or information obtained or derived from such electronic files will be at the Client's sole risk. Symbiont is not responsible for damages arising out of the use by the Client or the Client's agents of any Symbiont data or report for any purpose other than its original purpose as defined in the Proposal. While Client agrees that any patentable or copyrightable concepts developed by Symbiont as a result of this Agreement shall remain the sole and exclusive property of Symbiont, Client shall retain a right, without the right to grant sublicenses under any patents or copyrights of Symbiont, to use any information or recommendations generated by Symbiont during the performance of this Agreement. Client shall have the right to assign such right to any parry who buys from client the assets of Client relating to the information or recommendations generated by Symbiont under this Agreement. Nothing in this Article 17 shall restrict Symbiont from using any methods, techniques, or concepts developed by it under this Agreement for its benefit or the benefit of any third parry. Article 18. Buried Utilities In those situations where Symbiont performs subsurface exploration, the Client, to the extent of its knowledge, will furnish to Symbiont information identifying the type and location of utilities and other man -made objects beneath the surface of the project site. Symbiont will take reasonable precautions to avoid damaging these utilities or objects. Prior to penetrating the site's surface, Symbiont will furnish Client a plan indicating the locations intended for penetration. Symbiont will not be responsible for damages arising out of contact with unidentified subsurface utilities or objects. Article 19. Extent of Study Client recognizes that actual environmental conditions may vary from conditions encountered at locations where Symbiont makes visual observations, obtains samples, or performs other explorations as part of its services under this Agreement. Symbiont's failure to discover potential environmental contamination or other environmental conditions through appropriate techniques does not guarantee the absence of environmental contamination or other environmental conditions at a site. R: \Contract Administration \Symbiont Client 10 -2013 Page 4 of 6