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TERMS AND CONDITIONS Of PROFESSIONAL SERVICES AGREEMENT 1. Agreement. The Client may authorize Abonmorche to proceed with work either by signing a Professional Services Agreement or by Issuing an acknowledgement , confirmation, purchase order, or other communication_ Regardless of the method used, these Terms and Conditions shall be Incorporated by reference and shall prevail as the bas's of the Client's Agreement to Abonmorche. Any Client document or communication in addition to or In conflict with theses Terms and Conditions shall be subordinate and subject to these provisions 2. Execution. Abonmorche has the option to render this Agreement null and void, if if is not executed within thirty (30) days of delivery. 3. Client Respondb=*L The Client will provide all criteria and information concerning the requirements of the Project. 4. Pallormance. The standard of care for services performed by or provided by Abonmorche will be the core and skill ordinarily used by Abonmorche's profession practicing under similar circumstances at the some time and in the some locality. S. Hourly Iiing Raba, Unless stipulated otherwise, the Client will compensate Abonmorche at the current hourly billing rates, in place when the services are provided by Abonmorche. 6. Reimbursable Expenses, Reimbursable expenses, the actual costs Incurred directly or indirectly for the Client's Project, will be charged at Abonmorche's current rates. Examples of In -house reimbursable expenses include, but ore not limited to: mileage, tests and analyses, special equipment services, postage and delivery charges, telephone and telefox charges, copying, printing, and binding charges. Outside reimbursable expenses will be charged on the basis of the actual costs times a factor of 1.15. Examples of outside reimbursable expenses Include. but are not limited to: commercial Ironsportaton, Subcontractors, meats, lodging, special fees, licenses, permits, and outside technical or professional services. 7. Additional SerAces. Additional services that may be provided pursuant to the Agreement or any subsequent modification of the Agreement will be authorized, when possible, by written amendment signed on behalf of the Client and Abonmorche. Additional services, performed by Abonmarche ore subject to all Terms and Conditions and the Client will be responsible for payment. Should the Client, regulatory agency, or any public body or inspector direct modification or addition to work covered by this Agreement, the cost will be added to the agreed price. Verbal requests for extra work should be mode in writing via a change order, but none the less, Abonmarche is entitled to be paid for extra work provided whether it is in writing of not. 8. Underground Situchnes or Iurled UtililIes. Abonmarche will use public utility location services where available to perform this service. The Client is responsible for identification and location of all pubic and private buried structures on the Client's property and the Project site, such as but not limited to storage tanks and lines, or gas, water, sewer, electrical, phone, cable, or any other public or private vilifies. Abonmarche will take reasonable care to avoid such structures but will not be responsible for accidental damage to utilities or structures that were not specifically or dearly located by the Client or for damages or losses claimed by third parties related hereto. 9. SIb Access and Seemly. With the exception of access rights that land surveyors are afforded by law. the Gient will provide Abonmarche access to the Project site and the Client oil be responsible for obtaining any necessary permission from any affected third party property owners for use of their lands. The Client is solely responsible for site security. 10. SUbconfractom Abonmarche may engage Subcontractors) on behalf of the Client to perform any portion of the services to be provided by Abonmarche. 11, opinions of Cost Any opinions of probable construction cost and /or total project cost provided by Abonmorche will be on the basis of experience and Judgment, but these ore only estimates, Abonmorche does not warrant that bids or ultimate construction or total project costs will not vary from such estimates. 12. Ownsslrip of Work Producl• Abonmorche will remain the owner of all original drawings. reports, and other materials provided to the Client, whether in hard copy or magnetic media form, The Client Is authorized to use the copies provided by Abonmorche only in connection with the Project. Any other use or reuse by the Client for any purposes whatever will be at the Client's risk and full legal responsibility, without flo iilty to Abonmorche and the Client will defend, indemnify. and hold Abonmarche harmless from all claims, damages, kisses, and expenses, Including attorney fees arising out of or resulting there from. 13, Heelroalc Media, Copies of data. reports. drawings, specifications, and other materials furnished by Abonmarche that may be retied upon by the Client are limited to the printed copies jolso known as hard copies) that are delivered to the Client pursuant to the services under this Agreement. Computer files of text, data, graphics, or of other types of electronic media are the sole possession of Abonmarche, unless specifically stated otherwise in an amendment to this Agreement. Any electronic media provided under this Agreement to the Client are only for the convenience of the Client. Any conclusions or Information obtained or derived from such electronic flies will be at the user's sole risk. 14. sonde and Penift The Client will be responsible for the adoption of any site access or right of way bonds that may be initiated on their behalf. At completion of Abonmorche's services, the Client will take responsibility and pay any ongoing bored or permit costs for any bonded or permitted work, 15. Third pady kwofdng. If the Client directs Abonmarche to Invoice other party payers. Abonmorche will do so, but the Client agrees to be ultimately responsible for Abonmarche's compensation until the Client provides Abonmarche with the third party's written acceptance of all terms of this Agreement and until Abonmorche agrees to the substitution, 16. Stop Work. In addition to any other remedies Abonmorche may have. Abonmarche will have the absolute right to cease performance of any basic or additional services in the event that payment is not mode as provided or otherwise agreed. n 7. Legal Expenses. If either the Client or Abonmarche makes a claim against the other arising out of this Agreement, the prevailing party will be entitled to recover reasonable expenses of litigation, including reasonable attorney's fees. If Abonmorche brings a successful lawsuit against the Client to collect invoiced fees and expenses, the Client agrees to pay Abonmorche reasonable collection expenses, Including attorney fees. 18. Arbitration. Any claims, counterclaims, disputes, and other matters In question between the parties arising out of or relating to the Agreement or the breach thereof will be submitted to Arbitration in the City of South Bend. Indiana in accordance with the Rules of the American Arbitration Association. The award of the Arbitrator will be final and binding on the parties. Judgment upon any award rendered may be entered in any court having jurisdiction, 19, Indemnify. Abonmarche will defend, indemnify, and hold the Client harmless from any claim, liability, or defense cost for Injury or loss sustained by any party from exposures caused by Abonmarche's negligence or willful misconduct. Client agrees to defend, indemnify, and hold Abonmorche harmless for any claim, liability, or defense cost for injury or loss sustained by any party from exposures allegedly caused by Abonmorche's performance of services hereunder, except for injury or loss caused by the negligence or willful misconduct of Abonmorche. 20. Consequential Damages. The Client and Abonmarche waive consequential damages for claims, disputes, or other matters In question relating to services provided as a part of this Agreement, including for example, but not limited to, loss of business. 21. Govemtng Law. This Agreement will be deemed to have been made in St. Joseph County, Indiana and shall govern by and construed in accordance with the lows of the Stole of Indiana. 22, Considerations. The, successors, executors, administrators, and legal representatives of the Client and Abonmorche are hereby bound on to the other with respect to the covenants. Agreements, and obrgotions of this Agreement, ?3. Acts of God. Neither the Client nor Abonmarche will have any liability for nonperformance caused in whole or in part by causes beyond Abonmarche's reasonable control. Such causes include. but are not limited to. Acts of God. civil unrest and war, labor unrest and strikes, acts of authorities, and events that could not be reasonably anticipated. 24. Termination. Either the Client or Abonmorche may terminate this Agreement by giving ten 1101 days written notice to the other party. If Client terminates this Agreement, the Client will pay Abonmorche in full for dl work previously authorized on performed prior to the effective date of the termination. plus (at the discretion of Abonmarche) a termination charge to cover finalization of work necessary to bring ongoing work to a logical conclusion. Such charge will not exceed thirty (30) percent of ail charges previously Incurred. Upon receipt of such payment, Abonmarche will return to the Client all documents and information that are the property of the Client. End of Agreement Reviewed by City of South Bend Legal Department 05/18/10 COSB Reviewed 03/08/06 Page 2 of 2