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EXHIBIT C
<br />STANDARD FORM OF AGREEMENT FOR PROFESSIONAL SERVICES
<br />BETWEEN
<br />BROWN & GAY ENGINEERS, INC. (CLIENT) AND HALFF ASSOCIATES, INC. (ENGINEER)
<br />1. SCOPE - Halff Associates, Inc. (hereinafter
<br />"Engineer ") agrees to perform the professional
<br />services described in the attached Scope of
<br />Services which incorporates these terms and
<br />conditions, Unless modified in writing by the
<br />parties hereto, the duties of Halff shall not be
<br />construed to exceed those services specifically
<br />set forth in the Scope of Services. The Scope of
<br />Services and these General Terms and
<br />Conditions, when executed by Brown & Gay
<br />Engineers, Inc. (hereinafter "Client "), shall
<br />constitute a binding Agreement on both parties.
<br />Engineer shall perform its obligations under this
<br />agreement as an independent contractor and
<br />not as an agent on fiduciary of any other party.
<br />II. COMPENSATION - Client agrees to pay
<br />monthly invoices or their undisputed portions
<br />within 30 days of receipt. Payment later than 30
<br />days shall include interest at 1 -1/2 percent per
<br />month or lesser maximum enforceable interest
<br />rate, from the date the Client received the
<br />invoice until the date Engineer receives payment.
<br />Such interest is due and payable when the
<br />overdue payment is made.
<br />It is understood and agreed by the parties that
<br />Engineer's receipt of payment(s) from Client is
<br />not contingent upon Client's receipt of
<br />payment, funding, reimbursement or any other
<br />remuneration from others.
<br />Time - related charges will be billed as specified
<br />in this Agreement. Unless stated otherwise in
<br />this Agreement, direct expenses, subcontracted
<br />services and direct costs will be billed at actual
<br />cost plus a service charge of 10 percent.
<br />Mileage will be billed at current IRS rates.
<br />Ill. RESPONSIBILITY - Engineer is employed to
<br />render a professional service only, and any
<br />payments made by Client are compensation
<br />solely for the services rendered and the
<br />recommendations made in carrying out the
<br />work. Engineer agrees to follow the standard
<br />practices of the engineering profession to make
<br />findings, provide opinions, make factual
<br />presentations, and provide professional advice
<br />and recommendations. Nothing contained
<br />herein shall be argued to have created any
<br />warranty or certification and Engineer shall not
<br />be required to provide any certification,
<br />assignment or warranty of its work but, upon
<br />request and for a separate fee and at Engineer's
<br />sole discretion, Engineer may agree to provide
<br />certain written statements regarding its services.
<br />Such statements shall be in a form acceptable to
<br />Engineer and shall be requested with sufficient
<br />advance notice to allow Engineer to review the
<br />documents and prepare a suitable statement.
<br />Engineer's review or supervision of work
<br />prepared or performed by other individuals or
<br />firms employed by Client shall not relieve those
<br />individuals or firms of complete responsibility
<br />for the adequacy of their work. It is understood
<br />that any resident engineering or inspection
<br />provided by Engineer is for the purpose of
<br />determining compliance with the technical
<br />provisions of the project specifications and
<br />does not constitute any form of guarantee or
<br />insurance with respect to the performance of a
<br />contractor. Engineer does not assume
<br />responsibility for methods or appliances used
<br />by a contractor, for safety of construction work,
<br />or for compliance by contractors with laws and
<br />regulations.
<br />IV. SCOPE OF CLIENT SERVICES - Client agrees
<br />to provide site access, and to provide those
<br />services described in the attached Scope of
<br />Services.
<br />V. OWNERSHIP OF DOCUMENTS - Upon
<br />Engineer's completion of services and receipt of
<br />payment in full, Engineer grants to Client a non-
<br />exclusive license to possess the drawings and
<br />instruments produced in connection with
<br />Engineer's performance of the work under this
<br />Agreement, if any. Said drawings and
<br />instruments may be copied, duplicated,
<br />reproduced and used by Client for the purpose
<br />of constructing, operating and maintaining the
<br />improvements. Client agrees that such
<br />documents are not intended or represented to
<br />be suitable for reuse by Client or others for
<br />purposes outside the Scope of Services of this
<br />Agreement, Notwithstanding the foregoing,
<br />Client understands and agrees that any and all
<br />computer programs, GIs applications,
<br />proprietary data or processes and certain other
<br />items related to the services performable under
<br />this Agreement are and shall remain the sole
<br />and exclusive property of Engineer and may not
<br />be used or reused, in any form, by Client
<br />without the express written authorization of
<br />Engineer. With regard to all drawings and
<br />instruments, Client agrees that any reuse by
<br />Client, or by those who obtain said information
<br />from or through Client, without written
<br />verification or adaptation by Engineer, will be
<br />at Client's sole risk and without liability or legal
<br />exposure to Engineer, Engineer's
<br />subconsultants or independent associates.
<br />Client agrees to indemnify Engineer, Engineer's
<br />subconsultants and independent associates for
<br />all damages, liability or cost arising from such
<br />reuse. Engineer may reuse all drawings,
<br />reports, data and other information developed
<br />in performing the services described by this
<br />Agreement in Engineer's other activities.
<br />VI. INDEMNIFICATION - Engineer agrees to
<br />indemnify and hold Client harmless from any
<br />actual damages, liability or costs, including
<br />reasonable attorney's fees and expenses, to the
<br />extent caused directly by the negligent act or
<br />omission or willful misconduct of Engineer,
<br />Engineer's subconsultants or those for whom
<br />Engineer is legally liable, in the performance of
<br />the professional services which are the subject
<br />of this Agreement.
<br />In the event that Client is found to be
<br />concurrently negligent, Engineer shall not
<br />indemnify for the proportionate negligence of
<br />Client, but shall only indemnify for the portion
<br />of negligence solely attributable to Engineer, its
<br />agents, servants, employees, and
<br />subcontractors of any tier, their agents,
<br />servants and employees.
<br />Neither party shall be liable to the other for
<br />incidental or consequential damages, whether
<br />or not the possibility of such damages has been
<br />disclosed or could have been reasonably
<br />foreseen.
<br />The parties agree to indemnify one another
<br />against damages of third parties recoverable
<br />from the indemnitee to the extent caused by
<br />the comparative negligence of the indemnitor.
<br />Such negligence shall be measured by
<br />standards in effect at the time services are
<br />rendered, not by later standards.
<br />Client acknowledges that Engineer may
<br />perform work at facilities that may contain
<br />hazardous materials or conditions, and that
<br />Engineer had no prior role in the generation,
<br />treatment, storage, or disposition of such
<br />materials and shall be indemnified and
<br />defended by Client for any and all claims arising
<br />out of the presence of hazardous materials or
<br />conditions except for those claims as
<br />determined by final judgment of a court of
<br />competent jurisdiction to arise out of the sole
<br />negligence of Engineer.
<br />VII. INSURANCE - Engineer shall maintain
<br />during the life of the Agreement the following
<br />minimum insurance:
<br />A. Commercial general liability insurance,
<br />including personal injury liability, blanket
<br />contractual liability, and broad form
<br />property damage liability. The limit shall
<br />be riot less than $1,000,000.
<br />B. Automobile bodily injury and property
<br />damage liability insurance with a limit of
<br />not less than $1,000,000.
<br />C. Statutory workers' compensation and
<br />employers' liability insurance as required
<br />by state law.
<br />Standard Form of Agreement - General Terms and Conditions - Page 1 of 2
<br />Revised 05 September 2012
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