43
Client to Review DSI Work and Respond Promptly to Requests for Information
CLIENT will examine DSI’s studies, reports, sketches, drawings, specifications, proposals, and other documents and communicate promptly to DSI in the
event of a disagreement regarding the contents of any of the foregoing. CLIENT, at its own cost, will obtain advice of an attomey, insurance counselor,
accountant, auditor, bond and financial advisors, and other consultants as. CLIENT deems appropriate; and render in writing decisions required by CLIENT
in 2 timely manner.
5.0 MISCELLANEOUS
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
5.10
Reuse of Documents
All documents, including drawings and specifications prepared or fumished by DSI, Inc. (and DSI’s independent professional associates and consultants)
pursuant to this Agreement are instruments of service in respect to the Project and DSI shall retain any ownership and property interest therein whether or
not the Project is complete. CLIENT may make and retain copies. for information and reference in connection with the use and occupancy of the Project by
you and others; however, such documents, in whole or in part, are not intended or represented to be suitable for reuse by CLIENT or others on extensions of
the Project or any other project. Any reuse without written verification or adaptation by DSI for the specific purpose intended will be at YOUR sole risk and
without liability or legal exposure to DSI, Inc, or to DSI’s independent professional associates and consultants and you shall indemnify and hold harmless
DSI, its independent professional associates, consultants, agents and employees from all claims, damages, losses and expenses including attorney’s fees
arising out of or resulting there from. Any such verification or adaptation will entitle DSI to further compensation at rates to be agreed upon by CLIENT and
DSI, Inc. CLIENT’S payment to DSI of the compensation set forth in the Agreement shall be a condition precedent to the CLIENT’s right to use documents
prepared by DSI.
Electronic Information
A. The information contained in the signed and sealed documents should be deemed to be correct and superior to electronic information.
B. Electronic information is a component of the instruments of service and is only for the CLIENT’s benefit on the specific project and for a specific
use.
C. There is no representation of the suitability of the electronic information for other purposes, of the durability of the information, or the medium
through which the information is furnished.
D. Any use for a purpose other than that for which the information is intended shall be at the receiver’s risk, and the receiver shall protect and
indemnify the sender from any claims, costs, losses or damages.
E, Transfer of the information does not transfer any license to use the underlying software nor does it extinguish the rights of the sender to reuse the
information in the course of a professional practice.
Termination
The obligation to provide further service under this Agreement may be terminated by either party upon seven (7) days written notice in the event of
substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In addition, CLIENT may
terminate this Agreement for its convenience at any time by giving written notice to DSI. In the event of any termination, CLIENT shall pay DSI for all
services rendered and reimbursable expenses incurred under the Agreement up to the date of termination and all services and expenses related to the orderly
termination of this Agreement.
Controlling Law
This Agreement is govemed by the law of the State of New Hampshire.
Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heits, executors, administrators, legal
representatives, successors, and assigns.
Neither CLIENT or DSI shall assign, sublet or transfer any rights or interest in (including but without limitations, moneys that may become due or moneys
that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or
the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent DSI from
employing such independent professional associates and consultants, as DSI may deem appropriate to assist in the performance of services hereunder.
Financial Assurances
On projects where the proposed cost exceeds fifty thousand dollars ($50,000), DSI reserves the right to require credit references, bank references, a retainer,
or such other information as DSI may request.
Accrual of Claim
As to acts or failures to act occurring prior to Substantial Completion of DSI’s work, any applicable statute of limitations shall commence to run and any
alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion. Substantial Completion is
defined as the last day DSI performs Work on the Project.
Standard of Care
In providing services under this Agreement, DSI shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of
the same profession currently practicing under similar circumstances at the same time and in the same or similar locality.
Third Party Beneficiaries .
Nothing in this Agreement shall create a contractual relationship with or a cause of action in favor of any third party against either the CLIENT or DSI.
DSI’s services under this Agreement are being performed solely for the CLIENT’s benefit, and no other party shall have any claim against DSI because of
this Agreement or the performance or nonperformance of services hereunder. The CLIENT and DSI agree to require a similar provision in all contracts with
contractors, subcontractors, subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision.
Code Compliance
Page 4 of 5
