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GREENHORNS & O'MARA, INC.
<br />THIS AGREEMENT, made this 24th day of April, 2007, by and between Orange County (hereinafter called Client) and
<br />• Greenhorne 8r O'Mara, tnc. (hereinafter called G80), for the Project known as Elevation Certificate Data for Flood-Prone
<br />Structures. G8~0 Assigned Contract # 140488
<br />for the following services: Acquire elevation certificate data for an estimated $6 structures in Orange Gounty
<br />THE FEE payable by Client to G80 for these services shall be: $26,660.00
<br />TERMS AND CONDITIONS
<br />Whereas: G&O is a Maryland corporation with its principal office at 6110 Frost Place, Laurel, MD 20707.
<br />Whereas: Client expressly understands that the services G&O performs are personal in nature and are only intended to benefit Client, Client's subsidiaries, and
<br />wholly owned companies.
<br />Therefore: G&O and Client enter into this Agreement.
<br />By execution of this Agreement, G8,0 agrees to provide the professional services described herein, and Client agrees to accept such services, all in accordance
<br />with the following terms and conditions.
<br />The following terms shall have the meanings set forth below whenever they are used in this Agreement:
<br />
<br />a. "Scope of Work" (SOW), incorporated by reference to these terms and conditions shall mean the technical description of the work to be pertormed. The
<br />price of the services to be provided is identified in an appropriate price schedule. For many projects, such as those in the early stages of project
<br />development, planning, or investigation, all activities are often not fully definable prior to the execution of this Agreement. Initial and additional detailed
<br />investigation may uncover addilional facts and information requiring an alteration in the scope of this Agreement. G8~0 will inform client of any material
<br />changes pursuant to the work which may alter the scope of this Agreement.
<br />b. "Documentation" shall mean deliverable documentation in accordance with the SOW for services described therein. Unless specifically stated otherwise
<br />in the SOW all Documentation shall be prepared in accordance with normal and customary criteria common for the services provided.
<br />c. "Equipment" shall mean all indoor and outdoor equipment used by G&O at Client sites for the purpose of providing services as described in the SOW.
<br />2. G80 shall secure and maintain the licenses, professional registrations, permRs and other authorizations necessary for G80 to perform the services identified
<br />herein. It is expressly understood that Client is responsible for any and all other permits, licenses, authorizations, and bonds, including related fees and any
<br />administrative fees or any taxes required by any federal, state, or local government law. It is also understood that land survey services do not and will not
<br />include title and/or other record searches.
<br />3. invoices shall be G&O standard and will be submitted on a monthly basis, terms net fifteen (15) days. Such invoice shall be deemed correct, due, payable
<br />and not subject to dispute unless Client raises an objection within fourteen (14) days of its receipt. In addition, any and all restrictive notices placed on any
<br />payment shall be null and void and of no effect. Past due balances shall be subject to interest at the rate of 1.5 percent per month or the maximum
<br />permissible under state law, whichever is less. In addition to other rights in law and/or equity, G80 may, after giving five (5) days written notice, suspend
<br />services under this or any other agreement until any breach of this Agreement has been cured. G80 further reserves the right to unilaterallyterminatethis or
<br />any other agreement with Client, without notice, should any invoice balance remain due for more than thirty (30) days.
<br />The proposed fees constitute G&O's best estimate of the charges required to complete the project as defined and are valid for a period of thirty (30) days from
<br />the date of G80's execution. General consulting and other services beyond the scope of services identified herein including but not limited to preparation for
<br />and attendance at meetings will be billed at G80's normal and customary rates for the services provided. If upon submission of this Agreement to Client,
<br />Client fails to return a signed copy to G&O and knowingly allows G&O to proceed with the work, such services shall be deemed performed pursuant to the
<br />Agreement and these Terms and Conditions shall be binding the same as if the Agreement were fully executed. Except as provided below, the SOW will not
<br />be altered without mutual written agreement.
<br />Costs and schedule commitments shalt be subject to renegotiation for delays caused by Client's failure to provide free access to survey areas, specified
<br />facilities, or information, or for delays caused by unpredictable occurrences, or force majeure, such as fires, floods, strikes, riots, unavailability of labor or
<br />materials or services, process shutdown, acts of god or of the public enemy, or acts or regulations of any governmental agency.
<br />if the services covered by this contract are subject to local or state taxes or fees (except state income taxes), such additional costs will be charged to the
<br />project and are subject to reimbursement to G&O.
<br />The fees, rates, and other costs in this Agreement are subject to escalation after a period of one year from the date first entered above, and annually
<br />thereafter. In addition, if for any reason other than a force mateure event or solely due to G&O's failure to proceed, should G&O's services be delayed for
<br />more than nine (g) months G8,0 in its sole discretion may terminate this agreement.
<br />
<br />All documents and data furnished by Client or obtained from others, with or without client intervention, including drawings, plans, speciftcations, maps,
<br />photographs, CADD diskettes and other instruments shall remain the property of Client or where applicable remain the property of the owner. Notwithstanding
<br />anything to the contrary in this Agreement, G80 reserves the right to reasonably rely on the accuracy and validity of such documentation and data.-Cheat
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