138-18 PSS - Attachment - Lafayette Park.pdf

67A Mountain Bivd Ext PO Box 4039 Warren, NJ 07059 on Proposal/Contract No Date GENERAL CONDITIONS OF SERVICE These General Conditions of Service and the PS&S Rate Scheclule are attachments to this PS&S Proposal. Together they comprise the agreed terms under which PS&S will provide its Services (hereinafter referred to as the "Agreement’) for the project described in the Proposal (the *Project") Any Services requested or required that are not described in the Proposal are considered to be Adcitional Services. Additional Services will require written amendment to this Agreement before being performed 1, CHARGES FOR SERVICES When PS8S is to be paid on the basis of time expended and expenses incurred on the Projact, compensation shall be determined using the hourly rates on the attached Schedule of Charges & Hourly Rates. These rates are effective for six months from July 1, 2017. PS&S reserves the right to increase its rates every six (6) months. However, in no event shall the rales be increased by more than ten percent (10%). If PS&S is to be paid on a fixed-fee or lump-sum basis, compensation shall be paid either on a percentage-of-completion basis, or in accordance with the milestone achievement schedule included in the Proposal. If the Client requests PS&S to provide other Services in addition to those described in the attached Proposal, PS&S requires a written additional service authorization amending this Agreement, before PS&S will proceed with that work, 2. CHARGES FOR OTHER DIRECT PROJECT EXPENSES All other expenses incurred for a Projact will be separataly billed at actual cost plus fifteen percent (15%). Such expenses include, but are nat limited to, costs for: subcontractor(s)/consultant(s); laboratory; reproduction [printing, binding, etc]; special equipment required for Project execution; Project-required travel; special insurance coverage in excess of or different from PS&S's standard insurance coverage; and, any other costs particular to Project engagement. Mileage costs will be billed at the rate authorized by the Intemal Revanue Service. If rental vehicles are used (at the option of PS8S), the actual rental charges plus fifteen percent (15%) will be billed instead of using the IRS mileage reimbursement rata 3. TIME FOR PERFORMANCE Delays created by scheduling of government meetings, or by Client not responding timely to requests

t (15%) will be billed instead of using the IRS mileage reimbursement rata 3. TIME FOR PERFORMANCE Delays created by scheduling of government meetings, or by Client not responding timely to requests for input, information, or decisions may extend the Project schedule and require an increase in PS&S's compensation. If PS&S's Services have not been completed by the date established in the Proposal for the completion of Services, through no fault of PS&S, all PS&S Services provided thereafter shall be compensated on an hourly-rate basis using the rates attached, notwithstanding any other compensation amount set forth in the Proposal Neither party shall be liable to the other for any dolay or failure in performance of any of the obligations under this Agreement to the extent such delay or failure is caused by fire, flood, earthquake, civil, governmental or military authority, acts of God, war, terrorist acts, or other similar causes beyond a party's reasonable control and without the fault or negligence of the delayed or non-performing party, 4. PAYMENT Invoices for all Services; will be issued on a monthly basis; are considered due upon receipt; and, must be paid within 30 days of the invoice date. Interest at one percent (1%) per month (but not exceeding any maximum rate allowed by law) will be charged on any invoice amount not paid within 30 days of the invoice date. All reasonable attorney's fees and costs incurred by PS&S to collect any delinquent amounts shall be added to the amount to be paid by the Client, PS&S shall not be obligated to deliver any documents for governmental review, deliver any documents or Services for the next Project milestone, Page 1 of 2 sign and seal documents (or any final Construction Documents), nor shall PS8S be obligated to commence providing any Services during the Construction Phase of a Project while any invoice for properly performed Services (or previously delivered document) is due and remains unpaid more than 30 days after invoice date. If any undisputed invoiced amounts are not paid within 60 clays of invoice date, PS&S may suspend its Services or terminate this Agreement whether on this project or another PS&S engagement. Once Services are suspended for nonpayment, they will be resumed at the discretion of PS&S but only when all unpaid amounts, including accrued interest, are paid in full on all other

PS&S engagement. Once Services are suspended for nonpayment, they will be resumed at the discretion of PS&S but only when all unpaid amounts, including accrued interest, are paid in full on all other engagements. If PSAS terminates this Agreement for non-payment, the Client shall also be obligated to pay the reasonable costs associated with termination, A suspension of Services shall not preclude PS&S from later electing to terminate this Agreement for continued non-payment of its invoices. Any failure by PS&S to terminate or suspend Services shall not constitute a waiver of, nor be considered a limitation of, these or any other rights and remedies available at law or equity. If the Client requests PS&S to suspend Project Services for more than 60 days, the Client shall pay PS&S a charge of not more than ten percent (10%) of the amount due for the remaining unperformed Services, as a condition for PS&S to resume the performance of its Services, accarding to.a mutually acceptable revised Project Schedule. 5. TAXES It applicable, the Client shall pay the cost of any sales, use, excise, value- added or other tax, which is or may become applicable to the Services, in addition to the amount of compensation cue to PS&S under this Agreement 6. PS&S’S RESPONSIBILITIES PS&S shall perform its Services in a manner consistent with that level of skill and care ordinarily exercised by other professional consultants providing the same or similar Services, uncer similar circumstances and location that exist at the time of providing the Services. PS&S represents that it is duly qualified to provide the Services that are covered by this Agreement and that it is authorized to enter into and execute this Agreement. No other representation, express or implied, and no warranty or any guarantee is made as part of this Agreement, or in any report, document or ather communication provided as part of the Services. If changes are made by the Client or others to aspects of the project, such as location, that affect the design documentation or Services provided by PSS, all PS&S liability for such changes and their consequences shall be waived by the Client andl Client shall have sole responsibility and liability for such changes and their consequences, unless PS&S was previously advised in writing of such changes, and allowed the proper time in accordance with applicable

have sole responsibility and liability for such changes and their consequences, unless PS&S was previously advised in writing of such changes, and allowed the proper time in accordance with applicable professional standards, to evaluate such changes. Client shall compensate PS&S for the time required to provide any evaluation required due to such changes. PS&S's Services are provided to meet the requirements of applicable standards of care, applicable laws, building codes and regulations to obtain needed approvals and permits of governmental authorities with jurisdiction over the project. These requirements may be interpreted differently by government inspectors and building officials, requiring changes to the design documents and the project construction even after permits and approvals have been issued. While this may increase the construction costs of the Project, it does not mean that the design documents were not prepared to meet applicable requirements or professional standards, The additional costs that result, if any, will be deemed to be value-added items, as if required in the original design documentation, and shall not be the basis for any claim for damages against PS&S. Effective Date: July 1, 2017