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AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") This Agreement between Mavfield Villaqe, 6621 Wilson Mills Road Mayfield Villaqe Ohio 44143 Tel: (440) 461-2210 ,("Client") and URS Corporation - Ohio ("URS"), an Ohio corporation; Suite 500. 800 West St. Clair Avenue. Cleveland. Ohio 44113-1232 Tel• (216) 622-2400 ("URS"), is effective as of October 28. 2002. The parties agree as follows: It is the expressed intent of the parties that this Agreement shall be made available to the subsidiaries and affiliated companies of URS. For the purposes of this Agreement, as it applies to each Work Order, the term "URS" shall mean either, URS Corporation - Ohio , or the affiliated company identified in the Work Order. The applicable Work Order shall clearly identify the legal name of the affiliate or subsidiary accepting the Work Order. ARTICLE I- Work Orders. The Scope of Services ("Services"), the Time Schedule and the Charges are to be set forth in a written Work Order to this Agreement. The terms and conditions of this Agreement shall apply to each Work Order, except to the extent expressly modified by the Work Order. Where charges are "not to exceed" a specified sum, URS shall notify Client before such sum is exceeded and shall not continue to provide the Services beyond such sum unless Client authorizes an increase in the sum. If a"not to exceed" sum is broken down into budgets for specific tasks, the task budget may be exceeded without Client authorization as long as the total sum is not exceeded. Changes in conditions, including, without limitation, changes in laws or regulations occurring after the budget is established or.other circumstances beyond URS control shall Ce a basis for equitable adjustments in the budget and schedule. ARTICLE II - Pavment. Unless otherwise stated in an Work Order, payment shall be on a time and materials basis uritler the Schedule of Fees and Charges in effect when the Services are performed. Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the invoice. If payment is not maintained on a thirty (30) day current basis, URS may suspend further performance until payments are current. Client shall notify URS of any disputed amount within fifteen (15) days from date of the invoice, give reasons for the objection, and promptly pay the undisputed amount. Client shall pay an additional charge of one and one-half percent (1'h%) per month or the maximum percentage allowed by law, whichever is the lesser, for any past due amount. In the event of a legal action for invoice amounts not paid, attorneys' fees, court costs, and other related expenses shall be paid to the prevailing party. ARTICLE III - Professional Responsibilitv. URS is obligated to comply with applicable standards of professional care in the performance of the Services. Client recognizes that opinions relating to environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions may vary from those encountered at the times and locations where the data are obtained, despite the use of due professional care. ARTICLE IV - Responsibilitv for Others. URS shall be responsible to Client for URS Services and the services of URS subcontractors. URS shall not be responsible for the acts or omissions of other parties engaged by Client nor for their construction means, methods, techniques, sequences, or procedures, or their health and safety precautions and programs. ARTICLE V- Risk Allocation. The liability of URS, its employees, agents and subcontractors (referred to collectively in this Article as "URS"), for ClienYs claims of loss, injury, death, damage, or expense, including, without limitation, Client's claims of contribution and indemnification, express or implied, with respect to third party claims relating to services rendered or obligations imposed under this Agreement, including all Work Orders, shall not exceed in the aggregate: PSA-1.DOC 19-Mar-02 - 1 -