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<br />~~ ATI
<br />Standard Terms and Conditions
<br />2.4 Job Sife Safety: ATI shall be responsible for the activities of upon execution of a Transmittal of Electronic Instruments of
<br />its Employees while performing services for Client, but nothing i
<br />this section shall be construed as relieving Client or any
<br />Construction Contractor of any duties that they may have under
<br />law with respect to the safety of workers and other persons,
<br />including, but not limited to, duties to maintain safe working
<br />conditions, observe governmental regulations governing
<br />workplace safety, and keep in effect worker's compensation and
<br />any other forms of insurance required to be maintained.
<br />n Services agreement with Client.
<br />2.5 Certificate of Merit: Client shall make no claim (whether
<br />directly or in the form of a third party claim) against ATI unless
<br />Client shall have first provided ATI with a written certification
<br />executed by an independent Design Professional, specifying
<br />each and every act or omission that the certifier contends
<br />constitutes a violation of the standard of care expected of Design
<br />Professional performing services under similar circumstances.
<br />Client shall provide such certificate to ATI no less than thirty days
<br />before presenting any claim against ATI.
<br />2.6 Insurance: ATI is protected in California by Worker's Com-
<br />pensation Insurance (and/or employer's liability insurance), for
<br />bodily injury consistent with statutory requirements, and will
<br />furnish certificates thereof on request. ATI also carries General
<br />Liability, Automobile Liability, and Errors and Omissions Liability
<br />Insurance.
<br />2.7 Indemnification: Client shall indemnify and save harmless
<br />ATI from and against all claims, demands, causes of action,
<br />damages, costs, expenses, losses, or liabilities for injury or
<br />damage to any person or corporation resulting directly or
<br />indirectly from the conduct of Client or its agents, servants,
<br />suppliers, or Contractors.
<br />2.8 Third-Party Beneficiaries: Client and ATI agree that
<br />services performed by ATI under this agreement are solely for the
<br />benefit of Client, and are not intended by either Client or ATI to
<br />benefit any other person or entity, including but not limited to the
<br />project contractor and/or any of its subcontractors. Any such
<br />benefit is purely incidental and such other person shall not be
<br />deemed athird-party beneficiary of this contract.
<br />?.10 Confidential Information: Client and ATI acknowledge
<br />that either party may disclose commercial, technical, propri-
<br />etary, trade secret, or confidential information to the other party
<br />prior to or subsequent to the engagement of ATI's services.
<br />Client and ATI agree that each has an obligation to not disclose
<br />to third parties such information except as is required by court
<br />order or as is reasonably necessary to enable Client or ATI to
<br />perform duties under this agreement. The terms of this
<br />document and all pricing information supplied by ATI are
<br />considered confidential by ATI.
<br />2.11 Advertising: Unless specifically denied, ATI has
<br />permission from Client to obtain photographs of the completed
<br />project~and may place ATI signage upon the project site during
<br />construction.
<br />2.12 Arbitration, Damages and Attorney's Fees: ATI and
<br />Client shall submit all disputes between them concerning the
<br />meaning of this agreement, or concerning their rights,
<br />obligations or performance under its terms, to binding
<br />arbitration.. Disputes shall be decided by athree-arbitrator panel
<br />with knowledge of and experience in the professional design
<br />services industry, although ATI and Client may agree to use
<br />only one mutually acceptable arbitrator. In selecting the
<br />arbitration panel, ATI and Client each shall select one arbitrator
<br />and the two arbitrators shall jointly select the third. The sole
<br />right of the arbitrators shall be to enforce or interpret the terms
<br />of this agreement and not to expand the rights or obligations of
<br />ATI or Client beyond this agreement's express terms. The
<br />arbitrators shall have the right to award actual, out-of-pocket
<br />damages only, and shall not have the right to award special,
<br />consequential, or punitive damages. In any action decided by
<br />arbitration, the prevailing party shall be entitled to recover from
<br />the losing party reasonable attorney's fees and arbitration costs,
<br />including the fees and expenses of the arbitrators. Any dispute
<br />under this agreement shall be decided with reference to
<br />California law, and the forum for such arbitration shall be a
<br />location agreed to by the arbitrators.
<br />2.9 Instruments of Services: Client acknowledges that any
<br />plans and specifications generated by ATI are instruments of
<br />professional service. At the completion of work, ATI shall transfer
<br />blueprint copies of the plans and copies of specifications
<br />prepared under this agreement to Client if such transfer is within
<br />the project scope documents approved by Client. In accepting
<br />and utilizing the blueprints and specifications, Client covenants
<br />and agrees that ATI shall be deemed the author of all such
<br />blueprint copies, plans, specifications, and the data contained in
<br />them, and shall retain all common law, statutory law, and other
<br />rights, including copyrights, in those instruments of services.
<br />Client releases ATI from, and shall indemnify and hold ATI
<br />harmless from and against, any and all claims or other
<br />consequences, including reasonable attorney and expert witness
<br />fees, arising from or as a result of any reuse of any of those
<br />instruments of service without ATI's written authorization. UNDER
<br />NO CIRCUMSTANCES SHALL TRANSFER OF BLUEPRINT COPIES
<br />FOR USE BY CLIENT BE DEEMED A SALE BY ATI AND ATI MAKES
<br />NO WARRANTIES, EITHER EXPRESSLY OR IMPLIED, OF
<br />MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR USE, WITH
<br />RESPECT TO SUCH INSTRUMENTS OF SERVICE, WHICH ARE
<br />PROVIDED "AS IS:'
<br />In certain circumstances ATI may be requested to provide
<br />drawings, specifications, or other data to client on any form of
<br />electronic media. When requested, ATI shall provide such
<br />electronic media as "Electronic Instruments of Services" only
<br />2.13 Approval Authority: ATI will not be bound by any
<br />contract or agreement unless signed by an officer of ATI
<br />Engineering Services, Inc.
<br />2.14 Entire Agreement: This agreement (including any project
<br />scope documents and all other attachments) constitutes the
<br />entire agreement of ATI and Client with respect to its subject
<br />matter, and there are no private, unwritten understandings or
<br />agreements that vary, supplement or detract from the terms of
<br />this agreement.
<br />2.15 Amendments to Agreement: This agreement shall not
<br />be modified, altered, changed, or amended in any respect
<br />except in writing and signed by ATI and Client.
<br />2.16 Severabllity of Provisions: If any provision or portion of
<br />this agreement is held to be unenforceable in an arbitration or
<br />by any governmental authority having jurisdiction over it, the
<br />validity and enforceability of the remaining portions or provisions
<br />shall not be affected.
<br />2.17 Successors and Assigns: This Agreement shall be
<br />binding upon and shall inure to the benefit of ATI and Client and
<br />their successors and assigns, but neither ATI nor Client may
<br />assign its obligations or delegate its duties under this
<br />Agreement without the written consent of the other.
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