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TERMS AND CONDITIONS OF PROFESSIONAL SERVICES AGREEMENT
<br />I. Agreement. These Terms and Conditions shag be incorporated by reference and
<br />shag pievall as the basis of the Client's Agreement to Abonmorche. Any Client
<br />document or communlcalion in oddilion to or In conflict with these Terms and
<br />Condrlbns shag be subordnole and subject to these pto.islons.
<br />2. Execution. Abonmarche has the option to render this Agreemenl null and vaid, i
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<br />it it is not executed within thirty (30) days of ddieror,•,
<br />3. Client Responsibilities. The Client will provide di criteria and Information
<br />concerning the requirements of the Project. The Client will cs6ume responsibility
<br />for interpretation of contract documents and for construction observation and 1
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<br />will waive all claims against Abonmarche that may be in any •way connected,
<br />unle s Abonmarche's services under this Agreemenl include fall -time
<br />comtrvetion observation or reviev, of contractor's performance.
<br />4. Performance. The standard of core lot services performed by or provided by
<br />Abonmarche will be the core and skill ordinarily used by Abonmorche's 1
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<br />profession practicing under similar clicumsionces at the same lime and in the
<br />some locality. Abonmorche makes no warronly, expressed or implied. with
<br />respect to arm• services provided by Abonmarche. Abonmarche wit not be
<br />liable for any claim, damages, cost, or expense (including attorney's fees) or
<br />other ilabiity or loss not d'recily and solely caused by the negfv_ ry! acts, errors,
<br />or ombslons of Abonmarche.
<br />5. Hourly Billing Rates. It payment is on an hourly rote, Client will pa; Abonmarche
<br />at the current hosrA' bilRnp rotes. The hourly rater are ousted annually or as
<br />deemed appropriate. 1
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<br />6. Reimbursable Expenses. Reimbursable expenses. the octuot costs incurred
<br />directly or indirectly for the Cfient's Project, will be charged at Abonmarche's 1
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<br />current roles. Examples of reimbursable expenses Include, but ore not limited to:
<br />mileage, tests and analyses, special equipment services, prsstage and delivery
<br />charges, telephone and lelefax charges, cop;•ing, printing, and binding
<br />charges, commercial transportation, meals, lodging, special lees, licenses, and
<br />permits. Subconsuitont and outside technical or professional services will be
<br />charged on the bat ?s of the actual costs times a foctot of 1.15. 2
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<br />7. Additional Services. Additional services that ma{ be provided pursuant to the
<br />Agreemenl or any subsequent mocifficallon of the Agreement will be
<br />authorized, •.when po,.sible, b; written amendment signed on behalf of the Client
<br />and Abonmarche. Additional services. performed by Abonmarche are subject 2
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<br />to all Terra, and Conditions and the Client will be responsible for payment.
<br />Should the Client. regulatory agency, or ony pudic tidy or Inspector direct
<br />modification or coalition to service: -, covered by this Agreement, the cost will be 2
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<br />added to the agreed price. Requests for extra services should be mode in
<br />writing Ad a change order, but none the lec?, Abonmarche entitled to be paid
<br />for extra services provided whether or not II is In writing.
<br />8. Underground Structures or Buried Utilities. The Client Is responsible for
<br />identification and location of all public and private buried structures on the
<br />Cllent's properly and the Project sge, such as, but not limned lo, storage tanks 2
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<br />and lines, or gas, water, sewer, electrical, phone, cable, or any other public or
<br />Ovate Willies. It a agreed that Abonmorche is not responsible for accidental
<br />damage In undies at underground structures, whether kr ow•n. unknown or
<br />improperiy located. The client shall be re- ponside for design fees R changes are 2
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<br />necessary. Utility locating or making services provided by Abonmarche are not
<br />subslitule-, for complying with the Utility ov.ner notification requirements or the
<br />locating services (8) 1 systems) required prior to an excavation. Utilities shown as
<br />located by ground penetrating factor are opproxfmofe only. No excavation
<br />took place 10 verify the positions shown or to verify the type d ulgiy (except as 2
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<br />noted). Careful excoiotion a required for verification of the buried utility. The
<br />owner or customer assumes the risk of error end the actual rotation of the
<br />underground stilly. Abonmarche h not providing any certgicatlon or guarantee
<br />regarding the exact location of any underground utility.
<br />9. Underground Conditions. Atonmache shoe hove no respdnsibilily for the I
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<br />identification of existing or unforeseen /differing underground conditions. The
<br />Contractor shall have safe responsibility for determining the nature of t
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<br />underground conditions and the means and methods of deding with those 2
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<br />conditions. Abonmorche Is entitled to rely upon the Information provided Ly
<br />geolechrrkal consultants and shag have no responsibility for the accuracy or
<br />correctness of the data contained In the geotechnicol reports,
<br />ID.Site Access and Securfty. With the exception of access rights that land surveyors
<br />are afforded by low, the Client will provide Atonmache access to the Project
<br />site and the Client wig be responsible for obtaining any necessary permission
<br />hem any affected third party property owners for use of their lands. The Client a
<br />solely responsible for site security.
<br />which have been relled on by the parties which are not stated
<br />In this Agreement.
<br />End of Agreesment.
<br />I I. Consultants. Abonmarche may engage Consultants of the request of the Client Reviewed by Oty of South Bend Legal Department 05 /04/2011,
<br />to perform services 'which ore fypicolly the Client's responsibility, such as surveys,
<br />geotechnical and environmental asseamerrl5. The Client agrees that
<br />Abonmarche will not be responsible for, or in any manner guarantee, the
<br />performance of services by the Consvdonts. The Client agrees that
<br />Aron -orche will not be liable lot any claim, liability, ar defense cost for injun or
<br />loss sustained by any party allegedly caused b;% the Consultants' negligence or
<br />svglful misconduct.
<br />12.0pinfons of Cost. Any opinions of probable construction co.,f andlor total
<br />project cost provided by Abonmarche will be on the Casa of experience and
<br />judgment, but these are only estimates. Abonmarche does not warrant that bid,
<br />or ultimate construction or total project costs wily not vary from such estimates.
<br />13,0wnersdp of Word Product. Abonmarche will remain the owner of ail original
<br />drawings, reports, and other materials prop -ided to the Client, whether in hard
<br />cop; or magnetic media tam. The Client is outhorted to use the copies
<br />provided ty Abarvnarche only In connection with the Project. Any other use or
<br />reuse by the Client for any purposes whatever will be at the Client's risk and full
<br />legal responsibility, wghout lobii to Abonmarche and the Client wig defend,
<br />indemnity, and hold Abonmarche harmless from oil tlaims, damages, losses,
<br />and expenses. Including oitomey fees arising out of or resulting there from.
<br />14.Elecfrordc Media. Copes of data, repxts, drawing:, specifications. and other
<br />materials hxnbheci by Abonmarche that may be felted upon by the Client are
<br />limited to the printed copies (also know: n as hard copies) that are delivered to
<br />the Client pursuant to the services under this Agreement. Computer hoes of text,
<br />data, graphics, or of other types of electronic medic are the sole possession of
<br />COSB reviewed 05 -0411 Page 2 of 2
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