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Professional Services Agreement <br />Little Lake Johanna and Pike Lake Stormwater Retrofit Analysis <br />220191 <br />09/21/2022 <br />Page 5 of 11 <br /> <br />Version2.3 02052021 <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 modification s or amendments to this <br />AGREEMENT shall be in writing and signed by the parties to this AGREEMENT. If the CLIENT, its officers, <br />agents, or employees request COMPANY to perform extra services pursuant to this AGREEMENT, CLIENT will <br />pay for the 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. <br />The 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 <br />compensated for all services performed and reimbursable expenses incurred prior to the receipt of notice of <br />suspension. In addition, upon resumption of services, the CLIENT shall compensate the COMPANY for <br />expenses incurred as a result of the suspension and resumption of its services, and the COMPANY’S schedule <br />and fees for the 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 <br />the CLIENT. <br />If the CLIENT is in breach of this AGREEMENT, the COMPANY may suspend performance of services upon <br />five (5) calendar days' notice to the CLIENT. The COMPANY shall have no liability to the CLIENT, and the <br />CLIENT agrees to make no claim for any delay or damage as a result of such suspension caused by any breach <br />of this AGREEMENT by the CLIENT. Upon receipt of payment in full of all outstanding sums due from the <br />CLIENT, or curing of such other breach which caused the COMPANY to suspend services, the COMPANY shall <br />resume services and there shall be an equitable adjustment to the remaining project schedule and fees as a <br />result of 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 <br />in accordance with the terms hereof through no fault of the terminating party, then the obligation to provide <br />further services under this AGREEMENT may be terminated upon seven (7) days’ written notice. If any portion <br />of the services is terminated or abandoned by CLIENT, the provisions of this Schedule of Fees and Conditions <br />in regard to compensation and payment shall apply insofar as possible to that portion of the services not <br />terminated or abandoned. If said termination occurs prior to c ompletion of any phase of the project, the fee for