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TERMS AND CONDITIONS OF PROFESSIONAL SERVICES
<br />AGREEMENT
<br />I_ Agreement. chase terms and Condiflons shall be inwrpamfe]b, referpre pod
<br />,Loll pre,a ll as the bails of the Client's Agreement to Abonmarche. Any Client
<br />document or commune.tr, In addition to or in conflict with these Terms and
<br />Condit: ono shall be subordinate and subject to these provisions.
<br />2. Execution, Abonmarche has the option to render this Agreement null and void.
<br />it i= not executed within thirty (30) days of delivery.
<br />3. Client Responsibilities. The Client will provide all criteria and information
<br />concerning the regotremenis of the Project. The Client will assume responsibility
<br />for interpretation c'f antraet documents and for construction observation and
<br />will waive all claims against Abonmarche that may be in any way connected,
<br />unless Abonmarche's veneer under this Agreement include full-time
<br />construction observation or review, of contractor's performance.
<br />4. Performance. The standard of care for fun aces performed by or provided eby
<br />v
<br />Abonmon pr will be the care and skull ordinarily used e men id in the
<br />procession lily. cmg under similar circumstances at the some Time and in the
<br />some It to an Abonmamhe makes no .rarranty. expressed o implied, be
<br />respect r any v: does ages, d A, r expense (including natfu e �,vill not br
<br />liable rot any r des ddmect], Boa or expense usfinigrunt's fees) or
<br />other habit, or loon not directly and solely caused by the negligent acts, errors,
<br />or om3Bions of Abonmamhe.
<br />5. atHourlyme Billing Rates. If p ryment is one hourly rate, Client will goy Abonmarche
<br />at ire current oral billing rates, the houry roles are adjusted annually or as
<br />deemed appropriate.
<br />6. Reimbursable Expenses. e Client
<br />s Pre expenses, the actual cash incurred
<br />current
<br />or indirectly for the Client's Project, will be charged it Abonmarche':
<br />current,test Examples of saris .able expenses Include, but are notd delivery
<br />to:
<br />mileage, tests and .nand pretax
<br />equipment services, rinting and bindery
<br />charges. telephone trap olefax charge,, cotg, s chafing, and binding
<br />charges, commercial rs, and outside
<br />meals. lodging, special fees. licenses, l be
<br />permits. Sub obski, f andearn.[
<br />technical fa forof11professional5.services will be
<br />charged Additionalan Sthe bssls d ire acNa1 costs times a teeter of 1.15.
<br />y. gremeServices. Additional services that may be providedementpursuant to the
<br />Agreement any ble, by wn r orchur al:on of the Agreement vat be
<br />and Abed. when possible, dawdler amendment siyned on u behalf a the Client
<br />to Abonmarche, Additonarlovis .nd Th S, perfoClient will e Abonmarch e are subject
<br />is all Terms and Cegulat , and the Client p be response in for t payment.
<br />Should the Chant addition
<br />to s ,eeh_ covered r any public body or Inspector diced
<br />dancing t i t er addition p service, eClie t this Agreement, including casts
<br />relating b the , and di.p lexth en the Client and a third party i.e. punch lists,
<br />change orders, and ices Siodd e^sf will be added to the agreed pike.
<br />Requests for extra services should be made in airing +e change order. but
<br />noon the less. Aspect Is entitled to be paid for extra s.r.aces provided
<br />whether or not It'd in .riling.
<br />8. Underground Structures or Buried Utilities. The Client is fe,porrable for
<br />identification and location of all public and private buried strrrteres on The
<br />Client's property and the Project site, such as, bill not limited to, storage tanks
<br />and lines, of gas, water, sewer. electrical, phone, cable, or are/ other pabfic or
<br />private unifies. It Is agreed that Abonmarche h not responsible for accidental
<br />damage to utilities or underground hruaureswhether known, unknown or
<br />improper, located. The client shall be responsible for deaign fees It changes are
<br />necessary. Utility locating ar marking eeMwe provided by Abonmarche are not
<br />substitutes for complying with the uturN owner notification requirements or the
<br />Igcafng services (811 Wittiest required prior to on excavation. UtTfies shown as
<br />leached by ground penetrating radar are approximate only. No ediscilion
<br />took place to verify The positions shown a to verily the type of utility (except as
<br />noted). Careful excavation Is required for verification of the buried ruddy, The
<br />owner or customer assumes the risk of error and the actual location of the
<br />underground unity. Abonmar he is not providing any certification or guarantee
<br />recording the exact location of any undergo rno ullfly.
<br />9. Underground Conditions, Abonmarche shall have no responsibility for the
<br />idenfhcotion of exihina or unforeseen, Starting underground conditions. The
<br />Contractor shall hove sole responsibility for determining the nature of
<br />underground conditiore and Tea means and method of dealing with those
<br />enr of lens. Abonmarche f, entitled to rely upon the Information provided by
<br />ie technid it consultant, and shall have no responsibility for the accuracy or
<br />concerns, of the data contained rn the ge itechnical reports.
<br />IdSite Access and Security. With the exception of accer, hishat land surveyors
<br />are affo,ed by law, the Client will prevbe Abonmarche access to the Project
<br />,ire and the direct will be responsible for obtaining any necessary permission
<br />U am any affected third party proper/ owners for use of their lands. The Clear 3
<br />,del, responsible for site security.
<br />1.Consultants. Abonmarche may engagr Consultants it the request of the Client
<br />a perform services which are Typhon, The Client's responshollltysuch ce surveys.
<br />aeatechrical and environmental ......Tank. The Client agrees that
<br />Abonmamhe will not be responsible far, of in any manner guarantee. the
<br />performance of services by the Consultants. Ft a Client agrees that
<br />Abonmarche will not be liable for any claim. Ilabt@y or defence cost for injury or
<br />loss sustained by any port. allegedly caused by the . frn,uVonti negligence or
<br />willful misconduct.
<br />12.Opinions of Cost. Any barren. of probable construction -.ost ani total
<br />over cost provided tr Abonmarche will be on The basis of experience and
<br />jrdgm.nt but these are only estimates. Sbonmar_he does net warrant that bids
<br />or uRimore conslm Jlon or fora) project costswill not war✓ from such estimates.
<br />13.Ownership of Work Product Abonmarche will remain the owner of all otlgiml
<br />drawings, report, and other materials provided to the Client..vhather In hard
<br />copy or magnetic media form. The Client is authorized to use the copies
<br />provided by Abonmarche an!. In connection with the Project, Any other use or
<br />loops b'y the Client for our purposes whatever will be at the Client's risk and full
<br />legal responsbllbr, will liability to .Abonmarche and The Cljent -.ill defend
<br />indemNfa and hold Abonmarche harmless from all claims, damages, lasses.
<br />and e..penees. Including attorney fees ausing out refurbishing therefrom.
<br />14.Elechonic Media. Copies of data, reports, drawings, specincaricm, and other
<br />materials furnished by Abonmarche that may be relied upon by the Client are
<br />limited to the printed copies also known as hard copies) that are delivered to
<br />the Client pursuant to the services under this Agreement_ Computer files of text,
<br />tlala, graphics, or of other types of electronic media ore the sole pccess:on of
<br />Abonmarche. unless specifically stated otherwise in an amendment to this
<br />Agreement. Any electronic media provided under this Agreement to the Client
<br />are any for the convenience of the Client Any conclusions or Tformarion
<br />obtained ardm.ed from sash eieamnic flies mill beat the eels sole usi
<br />T5.Bonds and Permits. The Client ,will be responsible for the adoption of any site
<br />.ever, cr right of way bands that may be imitated on their behalf_ At
<br />completion of Abonmarche's set loss, the Client wll take respansblllfy and pay
<br />any ongoing bond or permit costs for any banded a' permuted services.
<br />I uAnsurance. The Client will cause Abonmarche and Abor marchers employees to
<br />be listed as additional insured on all general liability and property Iruurance
<br />policies carried by the Client that are applicable to the I roje_t Upon request
<br />the Client and Abonmarche 'rill each deliver to the other cedj,df,s of
<br />respi evidencing their coverage. The Client .vill require Ire Contractor to
<br />prvcnae in d maintain general Inability and other insurance as spil In the
<br />Contract Do-nments and to cause Abonmarche and Abonmarche',
<br />sling, ses to be lined as additional insured with respect to such liability anal
<br />other u,vuymi prerecord antl maintained by the Contractor for the Project
<br />V.Third parry Invoicing, If the Client directs Abonrfa the to imarde third Airy
<br />poyers. Abonmarche All do so,
<br />. but the Client agrees to be ultimately
<br />responsible for Abonamarre'scompensation until the Client provides
<br />Abonmarche with the third parts s written acceptance of all terms of this
<br />Agreement and until Abonmarche agrees to the substitution.
<br />P.Third Party Beneficiaries. Nothing contained in this Agreement shall create a
<br />mntr.cWal reldeirship r,lh or a Ouse of action In favor of o third party
<br />against either the Client or Abonmarche. Abonmarchr3 s services under this
<br />Agreement are being performed sole, for the Client's benefit, and no other
<br />party or entity shall ha-e any claim against Abonmamhe because of this
<br />Agreement or ifeirmeanae or nonperformance of senieze hereunder. The
<br />Client end Abonmarche agree to require a similar provision in all contracts with
<br />contractors, c b^ceraces , suppicaulants, vendors and a -her entitles Involved
<br />In this Prole, to carry out the intent of this provision.
<br />19. Suspension of Services. In the event of non-payment by Client. Abonmarche
<br />will have the absolute right to cease performance of any services.
<br />2J. Contractor's Work; Abonma, the shall have no authority to direct or control the
<br />Work of the Controcfcr or to stop the Work cf the Contractor. Abonmarche shall
<br />not be liable to arty party for the failure of the Conmact,f to perform the work
<br />son4tenl with the Plans and Specifications and appllmble Codes and
<br />Regulations. Abonmarche shall hard no responsibility or be liable for spay
<br />or xedures of the Contractor or its subcontractors.
<br />21.Notois of Lien Rights. Abonmarche hereby carries, and the Client
<br />cekno.al=does that Abonmarche has lien rights on the Client's land and
<br />property when AbcnmaMte prT.ides later and materials for Pnjects on the
<br />Client's land and the Client does not goy for those arverum.
<br />22.Legal Expenses. If Abonmamhe bring, a lawsuit governor the Client to collect
<br />invoiced fee' and expenses, the Client net be I...11, liable to pay
<br />Abontuarche9 expensee. irelutllff ifs actual attorney fees and costs.
<br />46. Liability Limitation. Client and persons claiming through Client agree to limit the
<br />liability of Abonmamheis agents and employees forall claims arising eat of, In
<br />-.,no tlfon ,vIth, or re riding from, the performance of the services under this
<br />agreement to an amount of $2.r1Da or the tee paid to re for professional
<br />,eyrie es on this pmjecl, whichever is greater. Client acknowledges that
<br />Abonnarche Is a corporation and agrees but in, claim made by Client wising
<br />out of on/ act or motion of any director, officer, or employee of Abonmarche, in
<br />execution uf perfomTonce of this Agreement, shall be made agamot
<br />Abonmarche and net against such director, officer, or employee.
<br />24. Consequential Damages. The Client and Abonmarche waive consequential
<br />damages fit claims dispir-s or other matters Tn question relating to service
<br />provided as a part of this Agreement. includlng for example, but not forted to,
<br />less of yufssp,s.
<br />25.Governing Law. This Agreement will be deemed to have been made in Baran
<br />County, Alichtg.n and shall be governed la, and construed in accordance with
<br />the lows of the Mate of 6fichigin.
<br />26.Exclusive choice of forum. Each pally frevombly and unconditionally agrees
<br />that it will nor bring any action. Iltlgatrort, or proceeding against any other party
<br />in anyway arcing from orreiating to this Agreement in any forum other than the
<br />courts of the stare of Thchiean sitting in Berrien and any applicable Michigan
<br />appellate court. Each parry Irrevocably and a onditbncly submits to the
<br />ex:Iasrve U0,datis, of those courts and agree, to bring ant such know,
<br />litigation, or proceeding only in thase courts. Each party agrees that a final
<br />judgment In any such action, IBigafian, or proceeding is conclusive and ma; be
<br />enforced In other jurisdictions or suit on the incense or In any other manner
<br />provided by law.
<br />27. Consideration. The successors, executor, administrator, and legal
<br />representeflues of the Client and Abonmarche are hare[,/ bound .,to the
<br />other with resped to the covenants, Agreements, and obligations of this
<br />Agreement.
<br />28.Acts of God. Neither the Client nor Abonmamhe will have any [lability for
<br />nonperformance cowed In where of in part by cause, beyond Abonm amhe's
<br />reasonable contras Such causes IuJludebut ire not limited fa, Acts of Gad,
<br />rest antiwar, labor unrest and shms, act- of authorities, and events that
<br />could not be reasonably anticipated.
<br />29.Term[nahom Either the Client or Abonmarche may terminate this A3reemenl by
<br />going ten TO) days written notice to the other party. In such an event the
<br />Client will pay Abonmarche In full for all services rrevfously authorized and
<br />pedcrned prior Ic the effective date of the termination, plus (of the discretion
<br />of Atanmarc'Te) a termination charge to cover finofaatlon of services necessary
<br />to bring ongoing services to a to jeal con lus ore. Such charge wll not exceed
<br />thing (30) percent of all charges pre.ansly incurred. Upon receipt of such
<br />p erhaul, Abonmache will return to the Client all documents and Information
<br />that .re the propedc of the Client.
<br />30.Eaff a Agreement This Agreement contains the entire agreement betwee
<br />n the
<br />sister andthere are no agreements, representations, statements, o
<br />indcrstandings which have been client on by the parts which are nor stated
<br />In this Agreement.
<br />End of Agreement.
<br />Revised 8-19-2014
<br />Page 2 of 2
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