85-22 Attachement-1 Lakeside Ave.pdf

MATRIXNEWORLD Engineeting Progress ‘TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES Matrix New World Engineering, Land Surveying and Landscape Architecture, PC Section 4: SERVICES Matrix New World Engineering, Land Surveying and Landscape Architecture, PC (Matrix) agrees to perform the professional services (the “Services") as described in the Proposal incorporated herein by reference for the CLIENT on a best efforts, tlme and materials basis under the terms and conditions sat forth below. Matrix reserves the right fo amend the contents of the Proposal, If written authorization Is not received within 90 days, These Terms and Conditions together with the Proposal canstitute the agreement between Matrix and the CLIENT for the Services (the "Agraement’). ‘Sectton 2: COMPENSATION ‘ The CLIENT shall be responsible for all costs specifically enumerated in the proposal. For any costs set forth in the proposal as a range, Matrix shalt provide CLIENT with an exact cost as soon as It can be estimated, CLIENT shall also be responsible for any REIMBURSABLE COSTS not specifically set forth in the proposal. REIMBURSABLE COSTS include: out-of pocket expenses, the cost of which shall be charged at actual cost plus an administrative charge of fifteen percent (15%) and shall be itemized and Included in the invoice. Typical out-of-pocket expenses shall Include, but not be limited to, travel expenses (lodging, meals, elo.), job-related mileage at the prevailing IRS mileage rate, long distance telephone cails, printing and reproduction costs, and survey ‘supplies and materials. Section 3: CLIENT'S OBLIGATIONS To assist Matrix In parfarmance of the Services, CLIENT shall provide Matrix with appropriate material, data and information in its possession pertaining to the specific project or activity. The CLIENT will advise Matrix of the nature and extent of the hazardous waste at the site. If Matrix discovers after It undertakes the Services that the site Is of a different nature of hazard as defined by the client, or If unanticipated hazards are presented, he CLIENT and Matrix agree that tha scope of services, schedule and estimated budget fee shall be adjusted as needed to complete the work without injury or damage. Section 4: INVOIGE PROCEDURE AND PAYMENT Matrix will submit invoices to the CLIENT monthly and a finat bill upon completion of the Services. Payment Is due

omplete the work without injury or damage. Section 4: INVOIGE PROCEDURE AND PAYMENT Matrix will submit invoices to the CLIENT monthly and a finat bill upon completion of the Services. Payment Is due thirty (30) days from invoice date. CLIENT agrees to pay a finance charge of one and one-half percent (1.5%) per month, or tha maximum rate altowed by law on past due accounts. CLIENT will be llable for all court costs, disbursements, and altorney's fees incurred in the collection of any outstanding invoices. Section 5: OWNERSHIP OF DOCUMENTS All survey notes, drawings, bills of materials, specifications, blueprints, reports, calculations and all other material prepared in connection with the specific project shall be properly of the CLIENT and shall be transfesved to the CLIENT upon completion of the project and upon receipt of complete payment for the scope of work outlined in the propasal. Matrix may rataln a single copy of such Information and documents. Section 6: CONFIDENTIALITY Matrix agrees to keep confidential and not to disclose to any person or entity, other than Matrix's employees and subcontractors, without the prior consent of the CLIENT, all data and information not previously known to and generated by Matrix, or furnished to Matrix and marked CONFIDENTIAL by the CLIENT in the course of Matrix’s performance hereunder; provided, however, that this provision shall not apply to data which are in the public domain, or were previously known to Matrix, or were acquired by Matrix Independently from third parties not under obligation to CLIENT to keep sald data and information confidential, CLIENT shall not restrict Matrix from complying with an order to provida information or data when such order Is issued by a court, administrative agency or other aulhority with proper jurisdiction, ‘The technical and pricing Information contained in any proposal submitted by Matrix as to th’s project, or in the Agreement or any addendum thereto, is to be considered confidential and proprietary, and shall not be released or otherwisa made available to any third party without express written consent of Matrix, Sectlon 7; BURIED UTILITIES Matrix will conduct the research that in our professional opinion is necessary to locate utllity lines and otfier man-made objects that may exist beneath the sites surface, The CLIENT recognizes that Matrix's research may not

esearch that in our professional opinion is necessary to locate utllity lines and otfier man-made objects that may exist beneath the sites surface, The CLIENT recognizes that Matrix's research may not identify all subsurface utiliy lines and man-made objects. Matrix will take aasonable precautions to avoid damage or injury to any subsurface utllitles or structures. The CLIENT agrees to hold Matrix harmless and the CLIENT agrees to pay for damages to underground ulllitles or structures which are not called to Matrix's attention or correctly shown on plans furnished by the CLIENT or third partiss. Section 8: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS Hazardous materials or certain types of hazardous materia!s may exist at a site where there Is no reason fo believe they could or should be present. Matrix and the CLIENT agree that the discovery of unanticipated hazardous materials conslitutes a changed condition mandating a renegotiation of the scope of work and compensation for the Services or termination af he Agreement. Matrix agrees to notify the CLIENT as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. The CLIENT encaurages Matrix to take measures that In «Matrhcs professtonal opinion are justified or legally required to preserve and protect the health and safety of Matrix's personnel and the public, and/or the environment, and the GLIENT agrees to compensate Matrix for the additional cost of such work. In addition, the CLIENT walves any claim against Matrix, and agrees to indemnify, defend and hold Matrix harmless from any claim or Hability tor injury or toss arising from Matrix's encountering of unanticipated hazardous materials or suspected hazardous materials. The CLIENT also agrees to compensate Matrix for time spent and expenses incurred by Matrix In defense of any such claim, with such compensation to be based upon Matrix’s prevalling fae schedule and expense reimbursement policy.