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TERMS AND CONDITIONS OF PROFESSIONAL SERVICES AGREEMENT
<br />1. AgwmeM. These Tema and Conditions strait be Incorporated by reference me
<br />sisal feel as the bask M she Client's Agreement to Abenmorcre. Any Client
<br />document or commudcatlon in addition to or he conflict with these Terns and
<br />Conditions shall be subordinate antl subject to these provkiora.
<br />2. breculon. xbonrnarche has fie option to render this Ageement nut and void I
<br />10 k not executed within MIy 13D) days of al leery.
<br />3. Clenf eespor dMi The Client will provide all c6l and Information
<br />cmcWr*V the requYameols d the Project. The Client will assume reporsbiity
<br />fa Interpretation d contract documents and for construction observation and 1
<br />will wove dl claims agalnt Aborvnarche mat may be In ary way connected,
<br />unless Atemmorche's services under this Agmeemnl Indsder full-flr s,
<br />construction observation a review d contractors Performance.
<br />4. Ped0lmaee. The standard of case for services performed by or provided by
<br />Abanmarahe wNl be the care and sell ordinal used by Abonrecil I
<br />profession practicing under sknlw emurnoances at the some time and n the
<br />same locdly. Abone arch. makes no warranty. expressed W Iftl with
<br />respect to al ge AOin provkW by Abrohmarche. Abwnacha wag not be
<br />gable for any claim, damages, coal. or expense (inclucli g asorrey's fees) or
<br />other lia lty or ins net directly and solely caused by the negligent acts, anon.
<br />Or creldion of AbaRnachs.
<br />5. Nosily ling Nales. IT payment k on on hourly rate, Clent wIg pay Abonmanehe
<br />at tte current hourly being raps. The hazy rtes ate a�usted annually or as
<br />deemed appropriate. 1
<br />6. RWMbaaable Expert". Reimbursable experaml. the actual conk incurred
<br />drecty a In6ectly for the Client's Project will be charged at Aborvrrache's 19
<br />current rates. Examples of reinnbursoble expenses Include, but am not gaited lo:
<br />".get tests and dealsses, special sn upment seMCes, postage and delivery
<br />charges, telephone and maim charges, copying, printing, and binashg
<br />charges, commercial transportation, reeok, lodgng, special fees, licenses, and
<br />pentium. Suiec,ra Matt and outside technical ro professional services will be
<br />charged an the basis of the actual cosh times a factor n 1.15. 27
<br />I. AddWle al Servin . Additional sehion that may be provided pursuant to the
<br />Agreement ro arry subsequent mooltcal'an of the Ageement wig be
<br />oulboraed, when paside, by written amendment sued m behd of the Clent
<br />and Abasrnache. Additional services. performed by Abonmarche are subject 2)
<br />to all Tents and Concrete and the Client will be responWle fa payment.
<br />Shoed the Client, r.guil agency, or any public body a inspector dyed
<br />modification a addition to se glees covered by Mk Agreement, the cast WIN be 22
<br />added to the agreed price. Requests for extra services should oe made In
<br />wilting via o charge order, but none the less, Aboomarche k entiled Io be paid
<br />for extra sawl provided wheshar or not 1 k In wrlting.
<br />S. Underground Strudel or koled Uitea The Client k nespaWbie fro
<br />Identification and location d all public and private burled structures on the
<br />Client's property and the Project site, such as, but not IkWted to, stooge farts 23
<br />and lines. or ga. water, sewer, eledricoi, phone. cable, or any other public or
<br />private utlltles. It 5 agreed Mn Abonmarche k not respasble for occidental
<br />damage b urfi s ro underground shwimax, whether usOvnr mkeOWn a
<br />hrpropedy boated The client shd be resporsibfe for design fees x change; are 24
<br />necessary. Utety locating or markng services; provided by Abonmarche are not
<br />substitutes for complying wth the utility owner notification reguiremarms or the
<br />excel servkres (8) 1 Mistral required prior to an excavation. unites shown a
<br />located by ground penetrating radar am approxlmne any. No excavation
<br />tad: place to verg the postarri strewn a d verify the type d ANN (except a 25
<br />noted). COMM exewatbn k required for varltcallan of the axed vigty. The
<br />Owner a curtail assumes the nit d error and the actual location or the
<br />underground utility. Abonmorche k not providing dry certification or guarantee
<br />mgadirg the exact location of arty underground ugly.
<br />Y. Ondergourd CWWMINr. Abormaphe shall have no respordbiliy for the
<br />Identification of axieing or untoeseen/dffering underground conditions. The
<br />Contractor shall have sale respaMbilly for tlelertnlNng the nature of
<br />underground co di ios and Me mean and methods d dedirg with these 26
<br />eondtons. Aborvnache k entitled to hey upon he infomnafion pmvbed by
<br />geotech6cal consultants and shall have no msponsidMy fa the accuracy a
<br />wredrett of the data contained n the geolechnical reports_
<br />10. Ste Acorn and Secu try. Wits Fear excepson of access rights shat land oweyors
<br />am afforded by law, the Clan alt provide Abonmmces access to the Project
<br />are and the Client will be responsible far obtaining arty necessary permission
<br />from any affected third party property owners for use of Feeir lads. the Client k
<br />rsbl I dr csxl
<br />Abmmach &. unless specifi lh Oared otherwise In on amendment to fish,
<br />Agreement. Any electronic Made provided under fish, Agreement to Me Client
<br />ore Only far the omwenience d the CIIBnt. Any conclusion or Informnbn
<br />obioned a derived from such electronic Res WN be of the user's role rfgk.
<br />S.lohds aed /armpit. the Clem wit be responsible far the adoption of any We
<br />access or right of way bonds that may be Irma d on their behalf. At
<br />comps-lion of Abonmarche's senrcm, the Client will late meporagn iN and pay
<br />any ongoing bond or permit costs for any bonded or permittetl services.
<br />b.Thkd party Invoicing. I he Client drecls Aommache to invoice Hard party
<br />payers. Abonmarcne will do so, but the Client agrees to oe Utlmall
<br />respasble for Abmmache's wmpemation miii the Client provides
<br />Abonmache with Me third part)'s wrislan acceptant- d d terms of this
<br />Agreement and until Abonmarche agrees to the wbsstutim.
<br />I.Thkd Poly lenelidadex. Nothing contall In this Agreement shill create a
<br />contractud relationship with w a cause d =Van In favor of a third party
<br />against alther the Client or Abonmachis. Abmmache's sevicas under the
<br />Ageemenf ae bang performed sell for the Client's benefit, and no other
<br />party or entry shut have any claim ogdd Aomearehe because of shit
<br />Agreement ro performance a ronverfamaree al services haeuoder. The
<br />Chen and Abormarche -gee to require a similar provision in d contracts w1h
<br />coo racle , wbcmhadas, nbcon ultoots. vendors and other enRias levohed
<br />in nth Project to tarty Our the intent a this provem.
<br />ASi penmen M Services. In Me event d non - payment by Cloof. Abonmarche
<br />w41 have the absolve right to cease performance or any services.
<br />. Conhacior's Work: Abonme rche shah have no outhaily to direct or control the
<br />Walt of Me Contractor or to stop the work d the Cmtrocor. NOmmache shall
<br />rot be Node to ay parry tar the failure d the Contractor to perform are Work
<br />consistent with the Plains and SpecrAcatiore and applicable Codes and
<br />Regulallon. Abonmarche foal have no resposablfy or bet Noble for safety
<br />procedures of the Contro laa its subcontracton.
<br />.Coresequentla Damages. The Client and Abonerarche well corsequental
<br />damages for dams, disputes, or other matters In question reining to services
<br />,ovtded as a pad of this Ageernenf. Including for example, but nor Iknitad to,
<br />boss Of busions,
<br />.Gevemtng law. Mk Agreement wit be deemed to have been made in St.
<br />Joseph Count'. Indiana and shag be govemed by and construed In
<br />aceemence with the laws d the Stale of Indano.
<br />. Venue. The parses (a) irrevocably, sssbrril to the lurkdiction d aty, noticed court
<br />sting In St. Joseph County. Indeed May action arkkg art or this agreement.
<br />and (b) waive, to the fullest extent that they may etfectivey do so, the defense,
<br />of an nconveuent forum. The parties else agree that a final judgment In any
<br />such action shall be concfuave and may be enforced M other pskdctbrs by
<br />wt on the judgment, or in any other manner provided by low.
<br />.Corradmaloms. The successors. eseculon, administralon. and legal
<br />represantaFeves of the Client and Alemmorche we hereby bound onto the
<br />offer will respect to the covenants. Agreements, and obligations of this
<br />Agreement.
<br />.Acts M Goa. Nether the Client not Abonmarche will have dry Noisily for
<br />nonpetortnance caused In while a in part by causes beyond Abonmaches
<br />mormabe centrd. Such rouses Include, but are not ended b. Ack d God,
<br />dvii unless and war, labor unrest ad stakes, acts of authorities, and events that
<br />could not be reasonably anticipated.
<br />.T- mittapon. Finer Me Client or Alen norche may me inns Nia Agmemen by
<br />gvng has 1101 days written notice Io the dher pay. In such an event, the
<br />Client will pay Abonmorche in hill far all services previously authorized antl
<br />performed prior to the elfectye date or the terminal pits jar the discretion
<br />d Abonmarche) a termination charge to cover finalization of wAces necessary
<br />to bring ongoing services to a logical conclusion. Upon recept d such
<br />payment, Abonmache will return to the Client d documents and information
<br />Mat ate Me properly of the Client.
<br />.Enka Agreemeta. Pis Agreement contains the entire agreement aehveen the
<br />pates and there are no agreements. repreeentofion, datemenk, or
<br />understandings which owe been roiled on by the parses which are not stated
<br />In this Agreement.
<br />End of Agreement.
<br />I CCan"WoNS Abormoreh» Mayyengage ComutaMS at the request d the sent Reviewed by City of South Bend Legal Deportment 5/4/11
<br />to perform services which are typically the CNenl's responsibility, such as surveys,
<br />geotechnical and envtofinenta assessments. The Client agrees hot
<br />Abormade will net be responsible for or In my mama guarantee, tits
<br />peaomonce al services by the Consultants. The Client ogees that
<br />Abonmarche will net be Noble for any case, Ilal a defense cat for intsy, or
<br />I= sustained by any parry regally wwxi by Me Consutmis negggence Or
<br />wiful misconduct.
<br />12.0pkdom of Cod. AM olsniors of probable construction cost and/or total
<br />pnalect eat provided by Abonmorche WA be on the basis of experience antl
<br />judgment, but these ate only astmnes. Abonmemhe does nor warrant that bids
<br />or ultimate construction or laid project cosh will not very from such estimates.
<br />13.0wrersdp of Work hoduct. Abonmache roil remain the owner el oil mgMOI
<br />drawings, reports, and other materials provided to the Client, whether in hard
<br />copy or magnetic media form. The Client is author4ed to use the copies
<br />provided by Abonrnache only in connection with the Project. Any other use or
<br />neuter by the Client for any purposes whatever wig be at the Client's skis and full
<br />legal resporrdbgtY. without Ilabey to Aammarche and the Client w1ll defend.
<br />Indemnity. and held Ahenmanche harness from all darts, tlanagef. loses,
<br />and &,penes, incNtlng ataney fears uWng out of or resulting there from.
<br />1411e1kai , Medlar. Copies of data repots, drawings, specficakxs, and other
<br />marerid Furnished by Abonmarche, that may be reNed upon by the Client arc
<br />limited to the p 1nm<1 copies (aka known os hatl cope l Mat one daill to
<br />the Client pmwra to the service under this Agreement. Computer Iles of text,
<br />data, graphics, a of other types of electronic meal ate tre, sate possession of
<br />Revised 54-11 Page 2 of 2
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