|
I
<br />'1
<br /> I
<br /> I
<br /> I
<br /> I
<br /> I
<br /> I
<br /> I
<br />_1
<br /> I
<br /> I
<br /> I
<br /> I
<br /> I
<br /> I
<br /> I
<br /> I
<br />
<br />Professional Services Agreement
<br />
<br />J
<br />
<br />Page 6
<br />
<br /> PART V
<br />STANDARD TERMS AND CONDITIONS
<br />
<br />STANDA_R]) OF CARE. Services shall be performed in accordance with the standard of professional practice ordinarily
<br />exercised by the applicable profession at the th-ne and within the locality where the Services are performed. Professional Services
<br />are not subject to, and ProSource can not provide, any warranty or guarantee, express or implied, including warranties or
<br />guarantees contained in any uniform commercial code. Any such warranties or guarantees contained in any purchase orders,
<br />requisitions or notices to proceed issued by a client are specifically objected to.
<br />
<br />CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based on facts known at the time of
<br />execution of this Agreement, including, if applicable, information supplied by CLIENT. For some projects the scope may not
<br />be fully definable during the initial phases. As the Project progresses, facts discovered may indicate that scope must be
<br />redefined. ProSource will promptly provide CLIENT with an amendment to this Agreement to recognize such change, which
<br />shall be deemed approved if not objected to within fifteen (15) days of receipt by CLIENT.
<br />
<br />SAFETY. ProSource has established and maintains corporate programs and procedures for the safety of its employees.
<br />Unless specifically included as a service to be provided as a service under this Agreement, ProSource specifically disclaims any
<br />authority or responsibility 1hr general job site safety and safety of persons other than ProSource employees.
<br />
<br />DELAYS. If events beyond the control of CLIENT or ProSoume, including, but not limited to, fire, flood, explosion, riot,
<br />sthke, war, process shutdown, acts of God or the public enemy, and act or regulation of any government agency, result in delay
<br />to any schedule established in this Agreement, such schedule shall be amended to the extent necessary to compensate for such
<br />delay. In the event such delay exceeds ninety (90) days, ProSource shall be entitled to an equitable adjustment in compensation.
<br />
<br />In the event that the project is delayed by CLIENT and such delay exceeds thirty (30) days, ProSource shall be entitled to an
<br />extension of time equal to the delay.
<br />
<br />TERMINATION / SUSPENSION. Either party may terminate this Agreement upon thirty (30) days written notice
<br />to the other party. CLIENT shall pay ProSource for all Services, including any expenses, incurred prior to termination.
<br />
<br />In the event that either party defaults in its obligations under this Agreement (including CLIENT's obligation to make the
<br />payments required hereunder), the non-defaulting party may, after seven (7) days written notice stating its intention to suspend
<br />performance under the Agreement if cure of such default is not commenced and diligently continued, and failure of the defaulting
<br />party to commence cure within such time limit and diligently continue, suspend performance under this Agreement.
<br />
<br />OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs prepared by ProSource is supplied
<br />for the general guidance of the CLIENT only. Since ProSource has no control over the competitive bidding or market conditions,
<br />ProSource cannot guarantee the accuracy of such opinions ~s compared to contract bids or actual costs to client.
<br />
<br />RELATIONSHIP WITH CONTRACTORS. ProSource shall serve as CLIENT'S professional representative for
<br />the Services, and may make recommendations to CLIENT concerning actions relating to CLIENT's contractors, but ProSource '
<br />specifically disclaims any authority to direct or supervise the means, methods, techniques, sequences, or procedures or
<br />construction selected by CLIENT's contractors.
<br />
<br />CONSTRUCTION/CONTRACTOR OVERSIGHT. For projects involving construction or contractor
<br />oversight, CLIENT acknowledges that under generally accepted professional practice, interpretations of construction documents
<br />or field plans in the field are normally required, and that performance of construction-related services by the design professional
<br />for the project permits errors or omissions to be identified and corrected at comparatively low cost. CLIENT agrees to hold.
<br />ProSource harmless from any claims resulting from performance of construction-related or contractor oversight services by
<br />persons other than ProSource.
<br />
<br />INSURANCE. ProSource will maintain insurance coverage for Comprehensive General, Automobile and Worker's
<br />Compensation in amounts in accordance with legal, and ProSource's business, requirements. Certificates evidencing such
<br />coverage will be provided to Client upon request.
<br />
<br />ProSource Technologies, Inc.
<br />
<br />June 21, 2001
<br /> -87-
<br />
<br />
<br />
|