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<br />URS Cor oration
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<br />Terms and Conditions for Profession
<br />When Contract Value is
<br />DEFINITIONS
<br />"Client" shall mean the person, firm, or corporation identified in the URS
<br />Proposal far whom Senrices are to be performed.
<br />"URS" shall mean URS Corporation Design, an Ohio corporation.
<br />"Client Order" shat[ mean the purchase order, request, authorization, or
<br />other notification, and any addition or modification thereto, whereby Client
<br />indicates its desire that URS furnish Services.
<br />"URS ProoosaP' shall mean the letter, proposal, quotation, or other
<br />notification, Including any response to the Client Order, wherein URS offers
<br />to furnish Services.
<br />"Services" shall moan the Services of URS personnel described in the URS
<br />Proposal or Client Order and any other Services as maybe added fo or
<br />performed in connection with this Agreement.
<br />"Agreement" shalt mean these Terms and Conditions and the URS
<br />Proposal, and shall include, only to the extent cons'sstent wish the URS
<br />Proposal and these Terms and Conditions, the provisions of the Client
<br />Order. In the event of a conflict between any terms and conditions deemed
<br />to be part of the Agreement and these Terms and Conditions, these Terms
<br />and Conditions shelf govern.
<br />STANDARD OF PERFORMANCE
<br />The standard of care for all professional engineering, consulting, and
<br />related Services performed or furnished by URS and its employees under
<br />this Agreement wit[ be the care and skill ordinarily used by members of
<br />URS's profession practicing under the same or similar circumstances at
<br />the same lime and In the same Eocaliry. URS makes no warranties,
<br />express or Implied, in connection with fhe Services, including any
<br />warranties of merchantability orfitness for a particular purpose.
<br />3. INSURANCE
<br />URS agrees to procure and maintain, of its expense, Workers'
<br />Compensation insurance as required by statute; Employers Liability of
<br />51,000,000; Automobile Liability insurance of 51,fl00,000 combined single
<br />limit for bodily injury and property damage covering all vehicles, including
<br />hired vehicles, owned and non•owned vehicles; Commercial General
<br />Liability Insurance of 51,000,000 combined single limit for personal injury
<br />and property damage; and Professional Liability insurance of 31,000,000
<br />per claim for profectton against claims arising out of the performance of
<br />Services under this Agreement caused by negligent acts, errors, or
<br />omissions for which URS is legally liable. ~~~~~t, Client shalt be
<br />made an additional insured on Commercial General and Automobile
<br />Liability insurance policies and certificates of insurance will be furnished to
<br />the Client.
<br />OPINIONS OF PROBABLE COST (COST ESTIMATES)
<br />Anyropfnio s of probable material or equipm~e frees o probable
<br />construction co"sf;~ravi~by U$Srer~iade on the basis of information
<br />available to URS, and rejye sits Judgment as an experienced and
<br />qualified profession,~l~~glneer. er, since URS has no control over
<br />the cost of labyyr-,~i'naterials, equipment o se~vrces furnished by others, or
<br />over com eUUve bidding or market conditions, U S does not guarantee
<br />that p~ osals, bids or actual equipment, materials, nstruction cost wit!
<br />not• a5 ry from opinions of probable cost URS prepares,
<br />CONSTRUCTION PROCEDURES
<br />URS' observafien or monitoring portions of the work performed under
<br />constructien contracts shall not relieve the contractor from its responsibility
<br />for performing work in accordance with applicable contract documents.
<br />URS shall not control or have charge of, and shall not be responsible for,
<br />construction means, methods, techniques, sequences, procedures of
<br />construction, health or safety programs or precautions connected with the
<br />work, and shall not manage, supervise, control or have charge of
<br />construction. URS shall not be responsible for the acts or omissions of the
<br />contractor or other parties on the project.
<br />~~
<br />al Services ((Von-Environme tat)
<br />$25,000 or less
<br />~ ~ r~~
<br />CONTROLLING LAW // ~~
<br />This Agreement is to be govefned by the law of the~tatehvhere URS'
<br />Services are performed. // j ~
<br />OWNER RESPONS1BILl~ES
<br />Without limiting any expre s or implied obligations of Client under
<br />applicable law, Client shall: (1) provide URS, in writing, all information
<br />relating to Client's requirements for the project; (2) correctly identify to URS
<br />the location of subsurface structures, such as pipes, tanks, cables, and
<br />utilities; (3} notify URS of any potential hazardous substances or other
<br />health and safety hazard or condition known to Client existing on or near
<br />the project site; (4} give URS prompt written notice of any suspected
<br />deficiency in the Services; (5} with reasonable promptness, provide
<br />required approvals and decisions; and (&) furnish or cause to be furnished
<br />to URS full, unrestricted and legal access to, and use of, the s'ste and all
<br />necessary nghfs of ~vay and easements, in order to perform the Services.
<br />Cllent agrees to bear full responsibility for the accuracy and completeness
<br />of al! documents, information, or services supplied by Client. Client
<br />acknowledges that opinions relating to environmental, geologic, and
<br />geotechnical conditions are based on limited data and that actual
<br />conditions may vary from those encoun#ered at the limes and locations
<br />where the data are obtained, despite the use of due professional care.
<br />8. SUCCESSORS AND ASSIGNS
<br />Client and URS, respectively, bind themselves, their partners, successors,
<br />assigns, and legal representatives to the covenants of this Agreement.
<br />Neither Client nor URS will assign, sublet, or transfer any interest in this
<br />Agreement or claims arising therefrom without the written consent of the
<br />other.
<br />9. DOCUMENTS AND INTELLECTUAL PROPERTY
<br />All documents, Including ail reports, drawings, specifications, computer
<br />software or other items prepared or furnished by URS pursuant to this
<br />Agreement, are instruments of service with respect to the project. URS
<br />retains ownership of ail such documents. Cllent may retain copies of the
<br />documents for Its information and reference in connection with the project;
<br />however, none of the documents are intended or represented to be suitable
<br />for reuse by Cllent or others on extensions of the projector on any other
<br />project. Any reuse without written verifcaUon or adaptation by URS for the
<br />specifrc purpose intended will beat Client's sole risk and without liability or
<br />legal exposure to URSo aa~llgutkrilt-defer~iadsranif~aad.hokRtaarfuiess
<br />l~R~iai~n?a_p iOSSg~,~~~p~~gs;instuding-atir~rne~s--
<br />fees; arising~resulitttg-Werefrert~, Any such verification or adaptation will
<br />entitle URS to further compensation at rates to bebe a~gr~~ upon y Ci~(en~>,,- _L
<br />and RSZ~t~ rx- .c'~o"r"-~- ate ~- !! ~r f •c..;.r
<br />10. TERMINATION O~AGREEMENT
<br />Clien# or URS, after having afforded the other party a reasonable
<br />opportunity to cure, may terminate the Agreement, En whale or in part, by
<br />giving seven (7) days written notice, if the other party substantially fails to
<br />fulfill its obligations under the Agreement through no fault of the terminating
<br />parry. Where the method of payment is "lump sum;' or cost
<br />reimbursement, the final invoice will include all Services and expenses
<br />associated with the project up to the effective date of termination. An
<br />equitable adjustment shall also be made to provide for cancellalicn charges
<br />and other termination settlement costs URS incurs as a result of
<br />commitments that had become firm before termination, and for a
<br />reasonable profit for Services performed.
<br />11. SEVERABILITY
<br />If any provision of this Agreement is held invalid or unenforceable, the
<br />remaining provisions shall be valid and binding upon the parties. One or
<br />more waivers by either party of any provision, term or condition shall not
<br />PS-131 Terms & Conditicns for Professional Services 1 (10!2009)
<br />(Non-environmental)
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