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Exhibit A.3
<br />Lehman & Lehman, Inc: s Standard Terms and Conditions
<br />1, Access To Site:
<br />liability, or breach of contract shall not exceed the total
<br />Unless otherwise stated, Landscape Architect will have access
<br />compensation received by Landscape Architect under this
<br />to the site for activities necessary for the performance of the
<br />Agreement. If Client desires a limit of liability greater than
<br />services. Landscape Architect will take precautions to
<br />provided above, Client and Landscape Architect shall include
<br />minimize damage due to these activities, but has not Included
<br />in the Agreement the amount of such limit and the additional
<br />In the fee the cost of restoration of any resulting damage.
<br />2. Terms and Acceptance:
<br />The terms of contractual Agreement are subject to and
<br />Incorporate the provisions of Landscape Architect's proposal If
<br />attached. In event of any conflict, the terms of the
<br />accompanying proposal shall govern. By signing this
<br />Agreement the client acknowledges acceptance of the
<br />attached proposal and the conditions set forth In the
<br />contractual agreement.
<br />3. Changes In The Work:
<br />If the scope of work changes during the progress of the work,
<br />Landscape Architect will Inform Client of such change and will
<br />submit an additional cost for such work. Upon approval by the
<br />Client of the change In scope additional cost, Landscape
<br />Architect will proceed with the added work.
<br />4. Invoices/Payments:
<br />Invoices for Landscape Architect's services shall be submitted,
<br />at Landscape Architect's option, either upon completion of
<br />such services or on a monthly basis. Invoices shall be payable
<br />within 30 days after the Invoice date. If the Invoice is not paid
<br />within 30 days, Landscape Architect's may, without waiving
<br />any claim or right against the Client, and without liability
<br />whatsoever to the Client, terminate the performance of the
<br />service.
<br />5. Late Payments:
<br />Accounts unpaid 30 days after the Invoice date may be subject
<br />to a monthly service charge of 1.5% on the then unpaid
<br />balance. In the event any portion of an account remains
<br />unpaid 90 days after billing, the Cl€ent shall pay all costs of
<br />collection, Including reasonable attorney's fees.
<br />6. Certifications:
<br />Guarantees and Warranties: Landscape Architect shall not be
<br />required to execute any document that would result in Its
<br />certifying, guaranteeing or warranting the existence of
<br />conditions whose existence Landscape Architect cannot
<br />ascertain.
<br />7. ownership of Documents:
<br />All documents produced by Landscape Architect under this
<br />agreement shall remain the property of Landscape Architect
<br />and may not be used by the Client for any other endeavor
<br />without the written consent of Landscape Architect.
<br />B. Limitation of Liability:
<br />No employee of Landscape Architect or Sub -Consultant shall
<br />have liability to Client. Client agrees that, to the fullest extent
<br />permitted by law, Landscape Architect's total liability to Client
<br />for any and all Injuries, claims, losses, expenses or damages
<br />whatsoever arising out of or In any way related to the Project
<br />or this Agreement from any clauses including, but not limited,
<br />to Landscape Architect's negligence, error, omission, strict
<br />compensation to be paid to Landscape Architect for
<br />assumption of risk.
<br />9. Indemnificatlon:
<br />The Landscape Architect agrees, to the fullest extent
<br />permitted by law, to indemnify and hold harmless the Client,
<br />Its officers, directors and employees (collectively, Client)
<br />against all damages, liabilities or costs, including reasonable
<br />attorneys' fees and defense costs, to the extent caused by the
<br />Landscape Architect's negligent performance of professional
<br />services under this Agreement and that of Its sub -consultants
<br />or anyone for whom the Landscape Architect is legally liable.
<br />10. field observation:
<br />The responsibility of Landscape Architect's field
<br />representative Is to make field observations. This work does
<br />not Include supervision or direction of the work of the
<br />contractor, his employees, or agents. The Contractor should
<br />be so advised. The Contractor should also be advised that
<br />neither the presence of our field representative nor the
<br />observation by our firm shall excuse him In any way for
<br />defects discovered in his work. Any review and/or monitoring
<br />of the contractor's performance by Landscape Architect does
<br />not include the Contractor's safety measures on or near the
<br />construction site. The Contractor will be solely and completely
<br />responsible for working conditions on the job site, Including
<br />safety of all persons and property during performance of the
<br />work. This requirement will apply continuously and not be
<br />limited to normal working hours. Unless specifically stated In
<br />Landscape Architect's proposal. Construction review and/or
<br />monitoring Is not Included to the scope of work.
<br />11. Dispute Resolution:
<br />All claims, disputes and other matters In controversy between
<br />Landscape Architect and Client arising out of or In any way
<br />related to this Addendum shall be submitted to mediation
<br />before and as a condition precedent to other remedies
<br />provided by law. Na other action may be filed unless and until
<br />all mediation procedures have been exhausted. In event that
<br />any action is Initiated prior to exhausting the mediation
<br />procedures, any court of competent jurisdiction shall Issue an
<br />order staying or dismissing such action until all mediation
<br />procedures have been compiled with. If a dispute at law arises
<br />related to the services provided under this Addendum and all
<br />available mediation procedures have been exhausted as
<br />provided above, then (a) Client agrees to personal jurisdiction
<br />In the State of Ind Iona,
<br />12, Termination of Services:
<br />This Agreement may be terminated by the Client or Landscape
<br />Architect should the other fall to perform its obligations
<br />hereunder. In the event or termination, the Client shall pay
<br />Landscape Architect for all services rendered to the date of
<br />termination, all reimbursable expenses, and all reasonable
<br />termination expenses.
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