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1rerracan
<br /> Reference Number.P70120505
<br /> AGREEMENT FOR SERVICES
<br /> This AGREEMENT is between Hobbs.Upchruch.&Associates,P.A.("Client")end Terracon Consultants,Inc.("Consultant')for Services to be provided by
<br /> Consultant for Client on the Buckhom-Mebane EDD Phase 2 project("Project"), as described in the Project Information section of Consultant's Proposal
<br /> dated 11-19-1 ("Proposal") unless the Project is otherwise described In Exhibit A to this Agreement(which section or Exhibit is incorporated into this
<br /> Agreement).
<br /> 11. Scope of Services.The scope of Consultant's services is described in the Scope of Services section of the Proposal("Services"),unless Services
<br /> are otherwise described in Exhibit B to this Agreement(which section or exhibit is incorporated into this Agreement).Portions of the Services may be
<br /> subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations In Consultant's reports address
<br /> the presence or prevention of biological pollutants(e.g.,mold,fungi,bacteria,viruses,or their byproducts)or occupant safety issues, such as
<br /> vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license
<br /> agreement.Consultant's findings,opinions,and recommendations are based solely upon data and information obtained by and furnished to Consultant
<br /> at the time of the Services.
<br /> 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to
<br /> execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's
<br /> request, both parties shalt consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement.
<br /> Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. in the event Client
<br /> uses a purchase order or other form to administer this Agreement,the use of such form shall be for convenience purposes only and any additional or
<br /> conflicting terms it contains are stricken.This Agreement shall not be assigned by either party without prior written consent of the other party. Either
<br /> party may terminate this Agreement or the Services upon written notice to the other. in such case,Consultant shall be paid costs incurred and fees
<br /> earned to the date of termination plus reasonable costs of closing the project.
<br /> 3. Change Orders.Client may request changes to the scope of Services by altering or adding to the Services to be performed.If Client so requests,
<br /> Consultant will return to Client a statement(or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the
<br /> requested changes. Following Client's review,Client shall provide written acceptance.If Client does not follow these procedures, but instead directs,
<br /> authorizes,or permits Consultant to perform changed or additional work,the Services are changed accordingly and Consultant will be paid for this work
<br /> according to the fees stated or its current fee schedule. if project conditions change materially from those observed at the site or described to
<br /> Consultant at the time of proposal,Consultant is entitled to a change order equitably adjusting its Services and fee.
<br /> 4. Compensation and Terms of Payment.Client shall pay compensation for the Services performed at the fees stated In the Compensation
<br /> section of the Proposal unless fees are otherwise stated in Exhibit C to this Agreement(which section or Exhibit is incorporated into this Agreement).if
<br /> not stated in either,fees will be according to Consultant's current fee schedule.Fee schedules are valid for the calendar year in which they are issued.
<br /> Fees do not Include sales tax. Client will pay applicable sales tax as required by law.Consultant may Invoice Client at least monthly and payment is
<br /> due upon receipt of invoice.Client shall notify Consultant in writing,at the address below,within 15 days of the date of the invoice if Client objects to
<br /> any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not
<br /> exceeding the maximum rate allowed by Jaw,for all unpaid amounts 30 days or older.Client agrees to pay all collection-related costs that Consultant
<br /> Incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether
<br /> federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing
<br /> wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a
<br /> retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold
<br /> harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing
<br /> wages,including the payment of any fines or penalties.
<br /> S. Third Party Reliance.This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party
<br /> beneficiaries Intended. Reliance upon the Services and any work product is limited to Client,and Is not intended for third parties.For a limited time
<br /> period not to exceed three months from the date of the report,Consultant will Issue additional reports to others agreed upon with Client,however Client
<br /> understands that such reliance will not be granted until those parties sign and return Consultant's reliance agreement and Consultant receives the
<br /> agreed-upon reliance fee.
<br /> 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS
<br /> PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE
<br /> ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW,THE TOTAL AGGREGATE LIABILITY OF CONSULTANT(AND ITS
<br /> RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO
<br /> THE GREATER OF$50,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES
<br /> (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. UPON WRITTEN
<br /> REQUEST FROM CLIENT,CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION. THiS LIMITATION
<br /> SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S) OR THE THEORY OF
<br /> LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE
<br /> DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY.
<br /> 7. Indemnity/Statute of Limitations.Consultant and Client shall indemnify and hold harmless the other and their respective employees from and
<br /> against legal liability for claims,losses,damages,and expenses to the extent such claims,losses,damages,or expenses are legally determined to be
<br /> caused by their negligent acts,errors,or omissions.in the event such claims,losses,damages,or expenses are legally determined to be caused by the
<br /> joint or concurrent negligence of Consultant and Client,they shall be borne by each party in proportion to its own negligence under comparative fault
<br /> principles. Neither party shall have a duty to defend the other party,and no duty to defend is hereby created by this indemnity provision and such duty
<br /> is explicitly waived under this Agreement. Causes of action arising out of Consultant's services or this Agreement regardless of cause(s)or the theory
<br /> of liability,including negligence,indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence
<br /> to run not later than the date of Consultant's substantial completion of services on the project.
<br /> S. Warranty. Consultant will perform the Services In a manner consistent with that level of care and skill ordinarily exercised by members of the
<br /> profession currently practicing under similar conditions in the same locale. EXCEPT FOR THE STANDARD OF CARE STATED ABOVE,
<br /> CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND
<br /> CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF
<br /> MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br /> Page 1 of 2 Rev.8-12
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