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� '� PART IV
<br /> STANDARD TERMS AND CONDITIONS
<br /> 1. STANDARD OF CARE.Services shall be performed in accordance with the standard a)indemnitee under any indemnification obligation to Owner;and b)additional insured
<br /> of professional practice ordinarily exercised by the applicable profession under similaz under its Commercial General Liabiliry policy.
<br /> circumstances at the time and in the locality where the Services aze performed.Professional To the fullest extent permitted by law,Owner shall indemnify,defend and hold harmless
<br /> services are not subject to,and Donohue dces not provide, any warranty or guazantee, Donohue,its employees,agents and representatives,and Donohue's consultants,from and
<br /> express or implied. My warranties or guarantees contained m any purchase orders, against any loss, liabiliry and damages caused by,arising out of or resulting from the
<br /> requisitions or notices to prceeed issued by Owner are void azid not binding upon Donohue. presence at the Project site of asbestos,PCBs,Petroleum,Hazardous Substances or any
<br /> 2. CHANGE OF SCOPE.The Scope of Services set forth in this Agreement is based on other pollutant or cortaminant,as those terms are defined in pertinent federal,state and local
<br /> facts lrnown at the time of execution of tivs Agreement,including if applicable,infortnation laws,except to the e�ctent that the loss,liability or damages is caused solely by the willful
<br /> supplied by Owner.For some projects involving conceptuai or process development services misconduct or negligence of Donohue,its agents or employees.
<br /> scope may not be fully definable during initial phases. As the project progresses,facts 12. LIMITATTONS OF LIABILITY. No employee or agent of Donohue shall have
<br /> discovered may indicate that scope must be redefined. Donohue will prompdy provide �ndividual liability to Owner;and Owner covenants and agrees not to sue any employee or
<br /> Owner with a written amendment to this Agreement to recognize such change,which shall agent of Donohue in connection with the Services under this Agreement.
<br /> be deemed accepted if not objected to within I S days of receipt by Owner.
<br /> 3. HAZARDOUS ENVIRONMENTAL CONDITIONS. Unless expressly stated Owner agrees that,to the fullest extent permitted by law,Donohue's total liabiliry to Owner
<br /> otherwise in the Scope of Services(Part I)of this Agreement,Donohue's scope of services for any and all injuries,claims,losses,expenses or damages whatscever azising out of or in
<br /> dces not include any services relating to a Hazardous Environmental Condition,including �y N'$y related to the Project or this Agreement from any causes including,but not limited
<br /> but not limited to the presence at the Project site of asbestos,PCBs,Petroleum,Hazardous to,Donohue's negligence,errors,omissions,strict liability,or breach of contract,shall not
<br /> Substances or any other pollutant or contaminant,as those terms are defined in pertinent exceed$1,000,000 per occurrence and$1,000,000 in the aggregate.If Owner desires a limit
<br /> federal, state and local laws. In the event Donohue or any other party encounters a of liability greater than that provided above,Owner and Donohue shall include in Part III
<br /> Hazardous Environmental Condition,Donohue may at iu option suspend performance of of this Agreement the amount of such limit and the additional compensation to be paid to
<br /> services until Owner:a)retains appropriate consultant(s)or contractor(s)to identify and �nohue for assumption of such additional risk.
<br /> remediate or remove the Hazardous Environmental Condition;and b)warrants that the IN NO EVENT AND UNDER NO CIRCiJMSTANCES SHALL DONOHUE BE LIABLE
<br /> Project site is in full compliance with all applicable environmental laws. TO OWNER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR
<br /> 4. SAFETY. Unless specifically included as a service to be provided under this P�ITIVE DAMAGES.
<br /> Agreement,Donohue specifically disclaims any authoriry or responsibility for general job 13. OWNERSHIl'AND REUSE OF PROJECT DOCUMII�ITS.All documents and other
<br /> site safety and safety of persons other than Donohue employees. deliverables prepared by or on behalf of Donohue in connection with Uus Agreement shall
<br /> 5. DELAYS. If performance of Donohue's Services is delayed through no fault of remain the property of Donohue. Owner shall not reuse any such documents or other
<br /> Donohue,Donohue shall be entitled to an extension of time equal to the delay and an deliverables,including electronic media,pertaining to the Project for any purpose other than
<br /> equitable adjustment in compensation. that for which such documents or deliverables were originally prepazed. Owner shall not
<br /> cause or allow the alteration of such documents or deliverables without written verification
<br /> 6. TERMINATION/SUSPENSION.Either party may terminate Uus Agreement upon 30 and approval by Donohue for the specific purpose intended, and any such authorized
<br /> days written notice to the other party.Owner shall pay Donohue for all Services,including alteration by Owner shall be at the Owner's risk. Owner agrees to defend,indemnify and
<br /> profit relating thereto,rendered prior to termination,plus any expenses of termination. hold harmless Dono6ue from all claims, damages and expenses(including reasonable
<br /> In the event either party defaults in its obligations under dus Agreement(including Owner's ��tigation costs),arising out of such reuse or alteration by Owner or others acting through
<br /> obligation to make the payments required hereunder),the non-defaulting party may,after Owner.
<br /> giving seven days written notice,suspend performance under this Agreement.The non- 14. ELECT'RONIC MEDIA.Copies of documents that may be relied upon by Owner are
<br /> defaulting party may not suspend performance if the defaulting party commences to cure limited to printed copies that are signed and sealed by the Donohue.Files or information in
<br /> such default within the seven-day no6ce period and wmpletes such cure within a reasonable electronic media are fumished by Donohue to Owner solely for convenience of Owner.If
<br /> period of time. there is a discrepancy between electronic files and printed copies,the printed wpies govem.
<br /> Donohue may terminate this Agreement upon seven days written notice iE a)Donohue Because data stored in electronic media format can deteriorate or be modified,the Owner
<br /> believes that Donohue is being requested by Owner to perform services contrary to law or agrees to perfo�rn acceptance tests within 60 days. Donohue will not be responsible to
<br /> Donohue's responsibilities as a licensed professional;or b)Donohue's Services for the correct any errors or for maintenance of documents in elecuonic media format after the
<br /> Project are delayed,suspended or interrupted for a period of at least 90 days for reasons not acceptance period.
<br /> attributable to Donohue's performance of Services;or c)Owner has failed to pay any �5. AMENDMENT. This Agreement, upon execution by both parties hereto, can be
<br /> amount due and owing to Donohue for a period of at least 60 days.Donohue shall have no �ended only by a written instrument signed by both parties, except as provided in
<br /> liability to Owner on account of such termination. Paragraph 2.
<br /> �. OPINIONS OF CONSTRUCT'ION COST.My opinion of construcrion costs prepared �6. SUCCESSORS, BENEFICIARIES AND ASSIGNEES. This Agreement shall be
<br /> by Donohue is supplied for the general gu�dance of the Owner only.Since Donohue tias no binding upon and inure to the benefit of the owners,administrato�,executors,successors,
<br /> control over competitive bidding or mazket conditions, Donohue cannot guarantee the �d legal representatives of the Owner and Donohue.
<br /> accuracy of such opinions as compared to contract bids or actual costs to Owner.
<br /> 8. RELATIONSHIP TO CONTRACTORS.Donohue shall serve as Owner's professional The rights and obligations of this Agreement cannot be assigned by either parry without
<br /> representative for the Services,and may make recommendations to Owner concerning ��n permission of the other pazty.This Agreement shall be binding upon and inure to the
<br /> actions relating to Owner's contractors.Donohue specifically disclaims any authority to benefit of any permitted assignees.
<br /> direct or supervise the means,methods,techniques,sequences or procedures of construction 17. NO THIRD-PARTY BENEFICIARY.Nothing contained in this agreement,nor the
<br /> selected by Owner's contractors. Donohue neither guazantees the performance of any performance of the parties hereunder,is intended to benefi;nor shall inure to the benefit of,
<br /> construction contractor nor assumes responsibiliry for arry contractor's failure to perform in any third pariy,including Owner's construction wntractors,if any.
<br /> accordance with the construction cont�act documenu. 18. STATUTE OF LIMITATION.To the fullest extent permitted by law,parties agree
<br /> 9. CONSTRUCTION REVIEW. For projects involving construcdon, Owner that,except for claims for indemnification,the time period for bringing claims under this
<br /> acknowledges that under generally accepted professional practice, interpretations of Agreement shall expire two years aRer Project completion.
<br /> construction documents in the field are normally required, and that perfocmance of 19. DISPUTE RESOLUTION.Owner and Donohue shall provide written notice of a
<br /> construction-related services by the design professional for the project permits errors or dis ute within a reasonable time and after the event giving rise to the dispute.Owner and
<br /> omissions to be identified and corrected at comparatively low cost.Owner agrees to hold �nohue agree to negotiate any dispute between them in good faith for a period of 30 days
<br /> Donohue harmless from any claims resulting from performance of construction-related following such notice.Owner and Donohue may agree to submit any dispute to mediation
<br /> services by persons other than Donohue. or binding arbitration, but such mediation or arbitration shall not be required or a
<br /> 10. INSURANCE. Donohue will maintain Professional, Commercial General, prerequisite to initiating a lawsuit to enforce this Agreement.
<br /> Automobile,Worker's Compensation and Employer's Liability insurance in amounts in 20. CONTROLLING LAW.This Ageement is governed by the law of the state in which
<br /> acwrdance with legal and Donohue's business requiremenu.Certificates evidencing such �e Project is located.
<br /> coverage will be provided to Owner upon execution of the Agreement. For projecu
<br /> involving construction,Owner agrees to require its construction contractor,if any,to mclude 21. NO WAIVER No waiver by either party of any default by the other party in the
<br /> Donohue as an additional insured on�u policies relaUng to the Project Donohue's coverages performance of any particulaz section of this Agreement shall invalidate any other section
<br /> referenced above shall,in such case,be excess over contractor's primary coverage. of this Agreement or operate as a waiver of any future default,whether like or different in
<br /> 1 I. INDEMIdIFICATION.Donohue shall indemnify and save harmless Owner from and character.
<br /> against loss,liability and damages(including reasonable litigation costs)sustained by Owner 22. SEVERABILITY.1'he various terms,provisions and covenants herein contained shall
<br /> due to bodily injury or death to persons or damage to tangible property to the extent caused be deemed to be separate and severable,and the invalidity or unenforceability of any of them
<br /> by the willful misconduct or negligence of Donohue,its agents or employees. shall not affect or impair the validity or enforceabiliry of the remainder.
<br /> To the fullest extent permitted by law,Owner shall defend,indemnify and save harmless 23. AUTHORITY. 1'he persons signing this Agreement warrant that they have the
<br /> Donohue,its agents,employees,and representatives from and against loss,liability and authoriry to sign as,or on behalf of,the party for whom they are signing.
<br /> damages(including reasonable litigation costs)arising from or relating to Donohue's 24.SURVIVAL.All express representations,indemnifications and limitations of liability
<br /> Services under this Agreement,except to the extent that such loss,liabiliry or damages is �ncluded in this Agreement will survive its completion or termination for any reason.
<br /> caused by the willful misconduct or negligence of Donohue,its agents or employees. Owner
<br /> also agrees to require its construction contractor, if any, to include Donohue as an: Date: April 1999
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