242-22 Attachment - PSS Proposal Ginny Duenkel Pool Underwater Lighting Improvements.pdf

Page 2 of 4 PS&S shall not be obligated to deliver any documents for governmental review, deliver any documents or Services for the next Project milestone, sign and seal documents (or any final Construction Documents), nor shall PS&S 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 overdue and remains unpaid more than 30 days after invoice date. If any undisputed invoiced amounts are not paid within 60 days 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 engagements. If PS&S 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, according to a mutually acceptable revised Project Schedule. Projects with current payment Status receive the first commitment of PS&S's resources. 5. TAXES If 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 due to PS&S under this Agreement. 6. STANDARD OF CARE AND 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, under 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

same or similar Services, under 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 other communication provided as part of the Services. If changes are made by the Client or others that affect the design documentation or Services provided by PS&S, any PS&S liability for such changes and their consequences shall be waived by the Client, and 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 professional standards, to evaluate and consent to such changes. Client shall compensate PS&S for the time required to provide the evaluation required due to such changes. PS&S's Services are provided to meet the applicable standards of care, applicable laws, building codes and regulations (‘design requirements”) for the submission of a permit application from governmental authorities with jurisdiction over the project. At times, these design requirements may be interpreted differently by certain government inspectors and building Officials, resulting in changes to the design documents and the project construction, in some cases after permits and approvals have already been issued. Although these design changes may increase the construction costs of the Project, that does not mean that the design documents were not prepared ta meet the applicable design requirements or professional standards. It is therefore expressly understood that any additional construction costs that may result, shall not be the basis for any claim for damages against PS&S; and, any design changes required to satisfy conditions of approval by any regulatory agency shall be billed on a time and materials basis as additional costs. 7. CLIENT’S RESPONSIBILITIES The Client will provide to PS&S all available information pertinent to or required for the performance of PS&S’s Services as described in this Agreement. PS&S will be permitted to rely on the accuracy and completeness of the

to PS&S all available information pertinent to or required for the performance of PS&S’s Services as described in this Agreement. PS&S will be permitted to rely on the accuracy and completeness of the Client-supplied information unless doing so would be a breach of the standard of care set forth in Section 6 above. The Client will provide PS&S access to all public and private property as necessary for PS&S to perform its Services and give prompt written notice to PS&S whenever the Client becomes aware of anything that could affect the Services. Effective Date: February 1, 2022