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R.E. WARNER & ASSOCIATE:. )C. <br />STANDARD TERMS AND CONDITIONS <br />1. ACCEPTANCE 5. GENERAL <br />1.1 Acceptance of the Proposal for Engineering Services (the 5.1 Termination <br />"Proposal") (whether by execution of formal acceptance or <br />not) by CLIENT (as defined in the Proposal), or CLIENT's &.4-.4 <br />notice to R.E. Warner & Associates, Inc. ("CONSULTANT"), <br />to commence with the work described in the Proposal shall <br />evidence CLlENT'S acceptance of the Proposal and the <br />?. . .,_ <br />standard terms and condiGons contained herein (the "Term _ \?. Either party` may termmate', Uus Agree Fn-ent u ?lon?providing <br />and Conditions and, to9ether with the ProPosal, collective(Y O` seven (7) daY ? . = s writtert notice to?th?otherPa? <br />? . Y; <br />referred to as the "AgreemenY") D\ <br />5.1.3 In the event of teRnination, progress payments due <br />1.2 No additions or modifications to any of the Terms and <br />Conditions as they appear in the Agreement shall be binding <br />upon the CONSULTANT unless they are agreed to in writing <br />and signed by an officer of the CONSULTANT. <br /> 5.2 <br />2 INDEMNIFICATION <br /> 5.2.1 <br />2.1 Subject to the Iiability iimitation provisions of section 5.11, <br />and within the limits and conditions of the insurance stated <br />under section 5.15, CONSULTANT shall indemnify and save <br />CLIENT harmless from and against any loss, damage or <br />liability arising from any negligent acts, errors or omissions <br />by CONSULTANT, its agent or staff employed by it. <br />CONSULTANT shall not be responsibie for any loss, <br />damage, or liability arising from any acts by CLIENT, its <br />agents, staff, and other subconsultants or subcontractors <br />employed by it. `L <br /> \ <br />? <br />CONSULTANT for services rendered, pfus unpaid <br />reimbursable expenses and termination charge, shali <br />constitute total compensation due. <br />Reuse of Documents: Ownershio <br />All tangible items prepared by CONSULTAfVT, whether or <br />not incorporated into 2ny final work product, are instruments <br />of service and CONSULTANT retains all copyrights therein. <br />CLIENT may retain copies for reference, but reuse on <br />another project without CONSULTANT'S written consent is <br />prohibited. CLIENT shall indemnify CONSULTANT, its <br />employees, agents, and subconsu(tants or subcontractors <br />against claims resulting from such prohibited reuse. Said <br />items are not intended to be suitable for comptetion of this <br />project by others. <br />.v <br />094ts. <br />, . <br />\v , whethe <br />SN€ :'T's . failafe--te - . . Ee41?- .,91??1?AS-:-rT'S ?\ <br />? ' . <br />V . , . . . . ?__. _?. ,. <br />dnder this J1gFeeFae^t, ^F 'd" ^r G^"'S"L-TA"' .2.?? "Alf documents prep-ared by CONSULTANT pursuant.to the <br />d ; ; O` performance of this Agreement shall be and remain the <br />, ' ' property of the CLIENT. <br />. 5.3 Pavment <br />3. PERIOD OF SERVICE 5.3.1 <br />3.1 CONSULTANT is not responsible for delays due to factors <br /> beyond CONSULTANT'S control. ? <br />3.2 If CLIENT requests changes in the project, compensation ?C7 <br /> for, and time of performance of, CONSULTANT'S services ` <br /> shail be adjusted appropriately as determined by <br /> CONSULTANT. <br />4. OPINION OF PROBABLE COST Q? <br />4.1 Because CONSULTANT has no control over cost of labor, <br /> materials, equipment or services fumished by others, over <br />' <br /> contractors <br />methods of determining prices, or over <br /> competitive bidding or market conditions, CONSULTANT'S <br /> opinions of probable construction cost will be made on the <br /> basis of CONSULTANT'S employees' experience and <br /> qualifications and will represent their best judgment as <br /> experienced and qualified professionals, familiar with the 5.4 <br /> construction industry. CONSULTANT does not guarantee <br /> that proposals, bids, or actual construction cost will not vary <br /> from its opinions of probable project cost. <br />CONSULTANT shall submit periodic statements for service <br />rendered and reimbursable expenses incurred. CLIENT shall <br />make prompt payments. <br />0 <br />Controllina Law: Jurisdiction; Venue <br />This Agreemeni shall be govemed by Ohio law. CLIENT <br />hereby agrees that proper and exclusive venue for all <br />litigation arising out of this Agreement lies in the Courts of <br />Cuyahoga County, Ohio and CLIENT hereby agrees to <br />adhere to and hereby submits to the personal jurisdic6on of <br />the Courts of Cuyahoga County, Ohio for all li6gation arising <br />hereunder. <br />