Professional Services Agreement - Cardno, Inc. - Services for St Joe Riverbank Stabilization at Riverside and Joyce

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Cardno Contract ID / Project ID: J185208700 This Agreement is made, effective June 12, 2018 by and between Cardno. Inc., a Delaware corporation ("Cardno") having a place of business at 708 Roosevelt Rdl., Walkerton, IN 46574, and The City of South Eftad , ("Client") having a place of business at 227 West Jefferson Boulevard, South Bend, IN 46601. Cardno and Client are each individually referred to as a "Party"' and collectively as the "Parties." NOW, THEREFORE, Client hereby engages the services of Cardno and, in consideration of the mutual promises and covenants herein contained, the parties agree as follows: ARTICLE 1: DESCRIPTION OF SERVICES Cardno shall render the professional services described in Exhibit "A" (hereinafter called the "Services") in accordance with this Agreement, If, in the course of the Project, services beyond the scope described in Exhibit "A" are warranted on the Project based on Cardno's findings, requests by the Client or regulatory agency, or if unforeseen conditions arise, Cardno will notify the Client of the change in scope of the Project and, if agreed to in writing by Client, shall undertake the additional services. All Services will be charged in accordance with Cardno's fee schedule that is included in Exhibit "A". ARTICLE 2: PAYMENT a. Cardno will submit invoices to Client monthly for services provided during, the previous month. Each invoice will identify the project name and cost of the services provided. As agreed in writing in Exhibit A or if applicable in Exhibit B attached hereto and made a part hereof, is the schedule of Cardno's billing rates which are applicable to the work covered by this Agreement. Cardno's rates are subject to increase annually, b. Within thirty (30) days following Client's receipt of each invoice rendered by Cardno pursuant to this Agreement, Client will pay the amount invoiced. If Client disputes any portion of an invoice, Client will notify Cardno in writing of such disputed items within 10 days of invoice date. In the event any invoice has not been paid in full within sixty (60) days of the invoice date, Cardno may immediately suspend all or any portion of the Services hereunder indefinitely, pending payment in full of such invoice(s). c. Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month (18 percent per annum) or the maximum legal rate of interest allowable. Collection fees and any additional legal costs associated with the recovery of outstanding payments may also be applied. ARTICLE 3: TERMINATION This Agreement will continue in effect until terminated by either party upon thirty (30) days written notice to the other party. Any such termination, however, will not terminate Cardno's obligations under Article 6 hereof nor either party's obligations under Article 11, In the event Client terminates this Agreement Client will reimburse Cardno for all services provided under any Task Order in addition to expenses incurred by Cardno in satisfying commitments for materials, equipment and services, which were made by Cardno prior to such termination, Such expenses may include the cost of returning or disposing of unused materials and equipment and terminating agreements for services by third parties. Cardno, however, will use its best efforts to minimize such costs ARTICLE 4: SUSPENSION OF SERVICES If the Project is suspended for more than thirty (30) calendar days in the aggregate, the Client shall pay Cardno for all Services performed prior to receipt of the notice of suspension. Cardno, shall have no liability to Client for delay or damage caused Client because of a suspension of services. Upon resumption of the Project, Cardno shall be entitled to an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In addition, there shall be an equitable adjustment in the Project schedule based on the, delay caused by the suspension. If the Project is suspended for more than, ninety (90) days, Cardno may, at its option, terminate this agreement upon giving seven (7), daysnotice in writing to the Client. A2 — Cardno Professional Services Agreement Page I of 7 2017 V3