8937-17 Authorize Design-Build Contract for WWTP

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Note: Each party to this transaction recognizes that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the ultimate purchaser of goods and services; in this instance the ultimate purchaser is the City. Therefore, the following assignment is made: For good cause and as consideration for executing the contract and intending to be legally bound, the DB, acting herein by and through the person signing this contract on behalf of the DB as a duly authorized agent, hereby assigns, sells, conveys and transfers to the City any and all right, title and interest in and to any and all claims and causes of action the DB may have or hereafter acquire under the antitrust laws of the United States of America or the State of Ohio, PROVIDED that the claims or causes of action relate to the particular goods, products, commodities, intangibles, or services purchased, procured, or acquired by or rendered to , the City pursuant to the contract, and EXCEPT as to any claims or causes of action which result from antitrust violations commencing after the price is established under the contract and which are not passed on to the City under an escalation clause, Change Order, or through some other means. In addition, the DB warrants and represents that the DB will require any and all of the DB's subcontractors and first -tier suppliers to assign any and all federal and state antitrust claims and causes of action to the City, subject to the provision and exception stated above. The provisions of this article shall become effective at the time the City awards or accepts the contract, without further acknowledgment by any of the parties. ARTICLE XVI - DB'S COVENANTS AND REPRESENTATIONS Without superseding, limiting, or restricting any other representation or warranty set forth elsewhere in the Contract Documents, or implied by operation of law, the DB makes the following covenants and representations to City: A. The DB, the FOR and all of their design professionals, suppliers and subcontractors are properly certificated, licensed and qualified to perform the Work required by the Contract Documents. B. The DB accepts the relationship of trust and confidence with the City established by the Contract Documents and shall fully cooperate with City and comply with all Further Instructions. C. The DB and its design professionals have carefully examined the overall site of the Project and adjacent areas subject to the performance of work by the DB; have suitably investigated the nature and location of the Work and have satisfied themselves as to the general and local conditions which will be applicable, including but not limited to: (1) conditions related to site access and to the transportation, disposal, handling and storage of materials; (2) the availability of labor, water, power and roads; (3) normal weather conditions; (4) observable physical conditions and existing site conditions including: size, utility capacities and connection options of external utilities; (5) the 181Page