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Professional Services Agreement <br /> Risk and Resilience Assessment <br />Page 7 of 12 <br /> <br />Version2.1 02212019 <br />8.0 Terms and Conditions <br />The following Terms and Conditions are incorporated into this Agreement and made a part of it. <br />8.1 Standard of Care <br />Services provided by COMPANY under this Agreement will be performed in a manner consistent with that <br />degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same <br />time and in the same or similar locality. <br />8.2 Entire Agreement <br />This Agreement and its attachments constitute the entire understanding between CLIENT and COMPANY <br />relating to COMPANY’s services. Any prior or contemporaneous agreements, promises, negotiations, or <br />representations not expressly set forth herein are of no effect. Subsequent modifications or amendments to this <br />Agreement shall be in writing and signed by the parties to this Agreement. If the CLIENT, its officers, agents, <br />or employees request COMPANY to perform extra services pursuant to this Agreement, CLIENT will pay for the <br />additional services even though an additional written agreement is not issued or signed. <br />8.3 Time Limit and Commencement of Services <br />This Agreement must be executed within ninety (90) days to be accepted under the terms set forth herein. The <br />services will be commenced immediately upon receipt of this signed Agreement. <br />8.4 Suspension of Services <br />If the Project or the COMPANY’S services are suspended by the CLIENT for more than thirty (30) calendar <br />days, consecutive or in the aggregate, over the term of this Agreement, the COMPANY shall be compensated <br />for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In <br />addition, upon resumption of services, the CLIENT shall compensate the COMPANY for ex penses incurred as <br />a result of the suspension and resumption of its services, and the COMPANY’S schedule and fees for the <br />remainder of the Project shall be equitably adjusted. <br />If the COMPANY’S services are suspended for more than ninety (90) days, consecutive or in the aggregate, the <br />COMPANY may terminate this Agreement upon giving not less than five (5) calendar days' written notice to the <br />CLIENT. <br />If the CLIENT is in breach of this Agreement, the COMPANY may suspend performance of services upon five <br />(5) calendar days' notice to the CLIENT. The COMPANY shall have no liability to the CLIENT and the CLIENT <br />agrees to make no claim for any delay or damage as a result of such suspension caused by any breach of this <br />Agreement by the CLIENT. Upon receipt of payment in full of all outstanding sums due from the CLIENT, or <br />curing of such other breach which caused the COMPANY to suspend services, the COMPANY shall resume <br />services and there shall be an equitable adjustment to the remaining project schedule and fees as a result of <br />the suspension. <br />8.5 Books and Accounts <br />COMPANY will maintain books and accounts of payroll costs, travel, subsistence, field, and incidental expenses <br />for a period of five (5) years. Said books and accounts will be available at all reasonable times for examination <br />by CLIENT at the corporate office of COMPANY during that time. <br />8.6 Insurance <br />COMPANY will maintain insurance for claims under the Worker's Compensation Laws, and from General <br />Liability and Automobile claims for bodily injury, death, or property damage, and Professional Liability insurance <br />caused by the negligent performance by COMPANY's employees of the functions and services required under <br />this Agreement. <br />8.7 Termination or Abandonment <br />Either party has the option to terminate this Agreement. In the event of failure by the other party to perform in <br />accordance with the terms hereof through no fault of the terminating party, then the obligation to provide further <br />services under this Agreement may be terminated upon seven (7) days’ written notice. If any portion of the <br />services is terminated or abandoned by CLIENT, the provisions of this Schedule of Fees and Conditions in <br />regard to compensation and payment shall apply insofar as possible to that portion of the services not terminated <br />or abandoned. If said termination occurs prior to completion of any phase of the project, the fee for services