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TERMS AND CONDITIONS Of PROFESSIONAL SERVICES AGREEMENT
<br />1, Agirwment, The Client may outhorUe Abonmorche to proceed with work
<br />effher by signing a Professional Services Agreement or by issuing an
<br />ocknowiedgeft"Ont, con7kmation, purchase order, or other communication.
<br />Regardless at the method used. these Terms and Conditions shall be
<br />fncorporated by reference and sho) prevall as the basis of the Client's
<br />Agreement to Abonmorche. Any client document or communication In
<br />addition to or in conflict with theses Terms and Conditions shdJ be
<br />subordinate and subject to these provisions.
<br />2. Execution. Aborsmorche has the option to render this Agreement hull and
<br />void, If 11 is not executed within thirty (30) days of delivery.
<br />3. client iesponsRsBRies. The Client will provide all criteria and Information
<br />concerning the requirements of the Project.
<br />4. Performance. The standard of core for services performed by or provided by
<br />Abonmarche will be the care and stilt ordinarily used by Abonmorche's
<br />profession practicing under similar circumstances at the some time and In the
<br />some locally.
<br />S. Hourly Billing Rates. Unless stipulated otherwise, the Client will compensate
<br />Abonmarche at the current hourly billing rates. In place when the services
<br />are provided by Abonmarche.
<br />6. Reimbursable Expenses. Reimbursable expenses, the actual costs Incurred
<br />directly or Indirectly for the Client's Project, will be charged at Abonmorche's
<br />current rapes, Examples of In -Muse reimbursable expenses Include, but are
<br />not limited to: mileage, tests and analyses, special equipment services,
<br />postage and delivery charges, telephone Grid teletax charges, copying,
<br />printing. and binding charges. Outside reimbursable expenses will be
<br />charged on the basis of fire actual casts times a factor of 1. IS. aomples of
<br />outside reimbursable expenses ircNde, but ore not limited to: Commercial
<br />transportation, Subcontractors, meals, todging, special fees, licenses, permits,
<br />and outside technical or professional services.
<br />7. Additional Services. AdCltlonat services tliat may be provided pursuant to the
<br />Agreement or any subsequent modification of the Agreement will be
<br />authorized, when possible, by written amendment signed on behalf of the
<br />Client and Abonmorche. Additional services, performed by Abonmarche are
<br />subject to all Terms and Conditions and the Client will be responsible for
<br />payment. Should the Client, regulatory agency, at any public body or
<br />Inspector direct modification or addition to work covered by this Agreement,
<br />the cost will be added to the agreed price. Verbal requests for extra walk
<br />should be made In writing via a change order, but none the less.
<br />Abonmarche is entitled to be paid for extra work provided whether it is In
<br />writing or not.
<br />8. Underground Structures a Buried UBWies. Abonmorche wig use public u161fy
<br />location services where available to perform this service. The Client is
<br />responsible for Identincallon and location at ail pubic and private buffed
<br />structures on the Client's property and the Project site, such as but not united
<br />to storage tanks and Imes, or gas, water, sewer, electrical, phone, cable, or
<br />any other public or private utfdiitles. Abonmorche wJI take reasonable care to
<br />avoid such structures but will not be responsible for accidental damage to
<br />utilities or structures twit were not speclMolly or clearly located by the Client
<br />or for damages or losses claimed by third parties related hereto.
<br />9. She Access and Security. With the exception of access rights that land
<br />surveyors are afforded by low, the Client will provide Abonmorche access to
<br />the Project she and the Client will be responsible for obtalning any necessary
<br />pemisston from any affected third party property owners for use of their
<br />lands. The Client is Weir responsible tar site security.
<br />10. Subcontractors. Abormarche may engage Subcrontroctor(s) on behalf of the
<br />Client to perform any portion of the services to be provided by Abonmarche.
<br />11. Opinions of Cost. Any opinions of probable construction cost and /or told
<br />project cost provided by Abonmorche will be on the basis of engserlence and
<br />judgment, but these are only estimates, Abonmorche does not warrant that
<br />olds or ultimate construction or total project costs will not vory from such
<br />estimates.
<br />12. Ownership of Work Product. Abonmorutie wig remain the owner of di oVnd
<br />drawings, reports. and other materials provided to the Client, whether In hard
<br />copy or magnetic; media forth. The Client Is authorized to use the copies
<br />provided by Abonmofche only In connection with the Project. Any other use
<br />or reuse by the Client for any purposes whatever will be at the Client's risk
<br />and full legal responsibility, without liability to Abonmarche and the CBeni will
<br />defend, Indemrlfy, and hold AbonmorChe hornless from all claims,
<br />damages, losses, and expenses. Including attorney fees oNng out of or
<br />resulting there from.
<br />13. Electronic Media. Copies of data, reports, drawings, speclBcallom, and other
<br />materials furnished by Abonmarche that may be railed upon by the Client
<br />are limited to the printed copies )also known as hard copies) that are
<br />delivered to the Client pursuant to the services under this Agreement.
<br />Computer fifes of text. data graphics, or of other types of electronic media
<br />are the sole possession of Abonmarche, unless specifically stated otherwise In
<br />an amendment to this Agreement. Any electronic media provided under
<br />this Agreement to the Client are only for the convenience of the Client. Any
<br />conclusions or Information obtained or dented from such electronic files will
<br />be at the user's sole risk
<br />14. Bonds and Pwmlh. The Client will be resporslbie for the adoption of any she
<br />-access or right of way bonds that may be Initiated on their behalf. At
<br />completion of Abonmorche's services, the Client will take responsbilty and
<br />pay any ongoing bond or permit costs for any bonded or permitted work.
<br />13. Third parry Invoking. It the Client directs Abonmarche to Invoice other patsy
<br />payers. Abonmarche W0 do so. but the Client agrees to be ultimately
<br />responsible for Abonmorche's compensation until the Client provides
<br />AbonmarChe with the third party's written acceptance of dl terms of this
<br />Agreement and until Abonmorche agrees to the substitution.
<br />16. Stop Work. In addition to any other remedies Abonmorche may hive.
<br />Abonmarche w3i have the absolute right to cease periomance of any basic
<br />or add!tfonaf serAces In the event that payment Is not made as provided or
<br />onerwlse agreed.
<br />17. Legal ixpemes. It eMw The Client or Abonmarche makes a clam against
<br />tte other ousting out of this Agreement, the prevailing party will be entitled to
<br />recover reasonable expenses of litigation, Including reasonable attorney's
<br />fees. It Abonmombe brings a successful lawsuit against the Client to collect
<br />Invoiced fees and expenses, the Client agrees to pay Abonrnarche
<br />reasonable collection expenses, Including attorney tees.
<br />18. Arbitration. Any claims, counterclaims. disputes, and other matters in quesRan
<br />between the pies arising out of or relating to the Agreement or the brooch
<br />thereof will be sub mined to Arbitration In the City of South Bend, tndlorn br
<br />accordance with the Rules of the American Arbitration Association. The
<br />award of the Arbitrator wCt be Mal and binding on the parties. Judgment
<br />upon any award rendered may be entered In any court having jsxisdlclion.
<br />19. fndemr4ty. Abonmorche will defend, Indemnify, and hold the Cilent harmless
<br />from any claim, liability, or defense cost for Injury or loss sustained by any
<br />party from exposures caused by Abonmarche's negligence or witful
<br />misconduct. Client agrees to defend, Indemnity, and hold Aborrnarche
<br />harmless for any claim, liability. or defense cost for Injury or loss sustained by
<br />any party from exposures allegedly caused by Abonmorche's performance
<br />of seMces hereunder, except for iyury or loss coshed by the negligence or
<br />wonA misconduct or Abonrnorche.
<br />20. Consegoonilal aamoges. The Clent and Abonmarche waive COntegUential
<br />damages for clofms, chputes, or other rnotters in question relating to services
<br />provided as a part of this Agreement, including for example, but not limited
<br />to, loss of business.
<br />21. Govemiog taw. This Agreement will be deemed to have been made In St.
<br />Joseph County, Indiana and shall govem by and construed In accordance
<br />with the laws of the State of Indiana.
<br />22. Comfderations. TM, successors, executors, administrators, and legal
<br />representatives of the Client and Abonmarche are hereby bound on to the
<br />other with respect to the covenants, Agreements, and obligations of this
<br />Agreement.
<br />23. Acts of God. Neither the Client nor Abcrvnarche will have any labliffy for
<br />nonperformance caused In whole or in part by causes beyond
<br />Abornnarche's reasonable control. Such causes Include, but are not limited
<br />to, Acts of God, civil unrest and war, labor unrest and strikes, acts of
<br />authorities, and events that could not be reasonably anticipated.
<br />24. Twvisination. Either the Client or Abonmorche may terminate this Agreement
<br />by giving ten (10) days written notice to the other party. If Client termhotes
<br />this Agreement, the Client will pay Abotmnarche In full for aR work previously
<br />authorized an performed prior to the effective date of the termination, plus
<br />(at the discretion on of Abonmorche) a termination charge to cover enaltrallon
<br />of work necessary to bring ongoing work to a logical conclusion. Such
<br />charge will not exceed thirty (30) percent of all charges prevlomy incurred.
<br />Upon receipt of such payment. Abonmorche we return to the Client all
<br />documents and Information that are the property of the Client.
<br />End of Agreement
<br />Reviewed by City of South Bend Legal Department
<br />03/08/06
<br />COSB Reviewed 03/08/06 Page 2 of 2
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