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CPO-, S D CONDITIONS SERVICES AGRE
<br />. Ae +me . t
<br />The Client may outhcrlre Aborxnarche to proceed with work
<br />either by signing a Proteubno. Services Agreement or by Issuing an
<br />acknowledgement, corNMnoMon, purchase order, or other communicallm
<br />Regardless at She method used. these Tema and CondMlore shag be
<br />incorporated by reference and shcll prevoi as the bask of the Clentt's
<br />Agreement to Abonmorche. Any Client document or commnicatbn In
<br />addition to or In conflict with theses Tema and Conditions 9WJ be
<br />s AxxdInab and subject to these provisions.
<br />2. Execution. Abonnarche has the option to render Mink Agreement null and
<br />voa, If t k not executed wtlttin thirty (301 days of delivery.
<br />3. Client Responsibilities. The Client will provide all criteria and Intonnolon
<br />concerning the requirements of the Project.
<br />4, Performance. The standard of core tar services performed by or provided by
<br />Aboritnordx w$ be ate care and skit ordinarily used by Abonmarche's
<br />profession practicing under similar circumstances at the some time and In the
<br />same locality.
<br />S. Hourly thing Rales. Unless stipulated otherwise, the Client will compensate
<br />Abonmarche at the curenf saucy bldg rotes, in place when the services
<br />are provided by Abonmarche.
<br />6. ReImburs rble blisames. ReIritmsabie expenses, the ached costs Incurred
<br />drecfly or Indirectly for the Client's Project, will be charged at Aboronarehe's
<br />current rates, Examples at In-house reimbusdble expenses Include, but are
<br />not limited to: mlleoge, tests and analyses, special equipment services,
<br />postage and delivery charges, felephone and telefax charges. copying,
<br />printing• and badkV charges. Outside reirnbunabie expenses will be
<br />charged on the bask of the actual cash tines a factor of 1.15. Examples Of
<br />outside reknbursable expenses Include. but are not limited to: commercial
<br />transport~, Subcontractors. meek, lodging. special fees, licenses, permits.
<br />and oubae technical or professional services.
<br />7. Additional Services. Additional services that 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, a any pudic body or
<br />Inspector cleat modification of addition to work covered by this Agreement
<br />the cost win be added to the agreed price. Verbal requests for extra work
<br />should be made In wrkV vie a change order, but none the less,
<br />Abonmarche is entitled to be paid for extra work provided whether M Is In
<br />writing or not.
<br />S. Underground Structures or hurled UW*s. Abonmorche will use pudic utility
<br />location services where available to perform this service. The Client Is
<br />responsible, for Identification and location of OR public and private burled
<br />structures on the Client's property and the Project site. such as but not Meted
<br />to storage tanks and lines, of gas, water, sewer, electrical, phone, cable, or
<br />any other pudic or private UNItles. Abonmorche wil take reasonable car to
<br />avoid such SrdnatUfes but will not be responsible for accidental damage to
<br />uifks or structures that were not spectlida8y or dearly 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 law, the Ctent will provide Abonmarche access to
<br />the Project We and the Client will be responsible for obtaining any necessary
<br />permissbn from arty affected third party property owners for use of their
<br />lands. The Client Is solely responsible for site security.
<br />10. Subcontractors. Abonmarche may engage Subconfrador(s) on behalf of the
<br />Client to perform any portion of the services to be provided by Abonmarche.
<br />i 1. Opinions of Cost. Any Opinions of probable construction cost and /or total
<br />project cast provided by Abonmorche will be an the basis of experience and
<br />Judgment. but these are only estimates. Abonmarche does not warrant that
<br />bas or ultimate construction or total project costs will not wry from such
<br />estimates.
<br />i 2. ownership of Work Product Abonmorche will remoks tie owner of at original
<br />drawings, reports, and other moterfds provided to the Client, whether In had
<br />copy or mapnetc medb farm. The CUnt Is outnrntzed to use the copies -
<br />provided by Abonmorche only In connection with the Project. Any other use
<br />or reuse by the Client for ony purposes whatever wit be at the Client's risk
<br />and full bgd rosponsblAfy, wttfout fiabitty to Abonmarche and the CUM will
<br />defend, Indemnify, and told Abonmorche harmless from all claims,
<br />damages. losses, and expenses. Including attorney tees clung out of or
<br />resulting there tom.
<br />13, Dectoric Media. Copies of data, reports, drawings, specifications, and other
<br />materials furnished by Abonmorche that may be reied upon by the Cunt
<br />are Rented to the printed copies (aka known as had copies) that are
<br />delivered to the Client pursuant to the services under this Agreement.
<br />Computer flies of text, data. graphics, or of other types of electronic medal
<br />are he sob possession of Abonmarche. unless specMcaty stated otherwise In
<br />an amendment to tins Agreement. Any electronic medic provided under
<br />this Agreement to the Client are only for the convenience of the Client. Any
<br />conclusions or RNOmatlon obtained or derived from such electronic files will
<br />be at the user's sole nsk
<br />14. hands =0 Permits. The Cunt will be responsible for the adoption of any site
<br />-access or fight of way bonds that may be Initiated on their behalf. At
<br />completion of Abonmardts's services, the CIbM will tote responsibility and
<br />pay any ongoing bond or permit costs for any bonded or permitted work.
<br />16. Third party Invoicing, If the Cunt dhects Abonmarche to Invoice other party
<br />payers. Abonmorche WIN do so, but the Client agrees to be ultimatey
<br />responsible for Abonmarche's compensation until the Client provides
<br />IL b Abormarche with the third party's written acceptance or di teens or this
<br />Agreement and until Aborrnarche agrees to the substitution.
<br />16. Stop Work. to addMlon to any other remedies Abonmarche may have.
<br />Abonmarche w6= have the absolute rigfit to cease performance once of any bask
<br />or additional setvk es In the event that payment Is not made as provided or
<br />otherwise agreed
<br />11. Legal Expenses. t either the Client or Abomsarche makes a claun against
<br />the alter atilt out at iris Agreement, the prevahing party me be enlMed to
<br />recover reasonable expenses of litigation, Including reasonable attorney's
<br />sees. H Abonrnache brings a successful lawsuit against the Client to called
<br />Invoiced fees and expenses, the Client agrees to pay Abonmorche
<br />reasonable collection expenses. indludrV attorney tees.
<br />18. Arbitration. Any claims, counterdokns, disputes, and other matters in question
<br />between the panes a llN out of or rela" to the Agreement or the breach
<br />Memof WIN be submitted to Arbitration In the City of South 8entd, Indiana In
<br />OCCanddflCe YAM the Rules of the American Arbitration Assoelabom The
<br />award of the Arbitrator wR. be kid and bkWtsg an the porters. Judgment
<br />upon arty award rendered may be entered In any court taving Jurisdiclim
<br />19, thdemr*y. Abonmarche will defend, Indemnity, and hold the Client hamriess
<br />from any cldim, liability. or defense cast for Iquy or loss sustoied by any
<br />party from exposures caused by Aborrnarche's negligence or will"
<br />misconduct. Client agrees to defend. Indemnify. and hold Abonmarche
<br />tagn,"ss for any chin, RabN1y. or defense cost tar "or loss sustained by
<br />any party from exposures all"aly caused by Abonmarche's perlomsance
<br />of services hereuraen, except for it" or loss caused by the negligence or
<br />wi ful misconduct at Abonmorche.
<br />20. Consequentot Damao", The Client and Abonmorche waive oorse"ritid
<br />damages for claim disputes, or other marten in question relating to services
<br />provided as a part of Hits Agreement. Including for example, but not knhed
<br />to, loss of business,
<br />21. Governing Raw. This Agreement wit be deemed to have been made In St.
<br />Joseph County, Indiana and shag govern by and construed In accordance
<br />with life laws of the State of Indiana.
<br />22. considerations. The. successors. executors, administrators, and kgd
<br />representatives of the Client and Abanmarche ore hereby bound an to the
<br />other with respect to the covenants. Agreements, and obligations of this
<br />Agreement.
<br />23. Acts at God. Neither the Client nor Abonmorche wl have any liability for
<br />nonperformonce caused In whole or in part by causes beyond
<br />Abonmorche's reasonable contoi, Such causes Include, but are not lknMed
<br />to, Acts of God, civil unrest and war. labor unrest and stokes. acts of
<br />wihottfies, and events that could not be reasonably anflcipated.
<br />24. Teminaten. Either the Client or Abonmorche may terminate lint Agreement
<br />by giving ten (101 days written notice to the otter party. If Client terminates
<br />this Agreement the Client WE pay Aboraxnhe In hull for all waft previot*
<br />authorized an performed prior to the etfectve date of the terrninGlOn, plus
<br />lot the discretion of Abonmarche) a termination chge to cover "Itafion
<br />of work necessary to ding ongoing wort; to a looted conclusion. such
<br />charge will net exceed thirty (30) percent of all charges previously incurred.
<br />Upon receipt of such payment, Abort atche will return to the Client oil
<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 />COSS Reviewed 03 /08/06 Page 2 of 2
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