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<br />AGREEMENT FOR PROFESSIONAL SERVICES
<br />(U Agreement")
<br />
<br />This Agreement between City of Laporte ,("Client") and URS COrPoration ("URS"), a Navada
<br />corporation; 9801 Westheimer, Houston, Texas ("URS"), is effective as of April 10. 2008 . The parties
<br />agree as follows:
<br />
<br />It is the expressed intent of the parties that this Agreement shall be made available to the subsidiaries and
<br />affiliated companies of URS. For the purposes of this Agreement, as it applies to each Work Order, the
<br />term "URS" shall mean either, URS Corporation, or the affiliated company identified in the Work Order.
<br />The applicable Work Order shall clearly identify the legal name of the affiliate or subsidiary accepting the
<br />Work Order.
<br />
<br />ARTICLE I - Work Orders. The Scope of Services ("Services"), the Time Schedule and the Charges are
<br />to be set forth in a written Work Order to this Agreement. The terms and conditions of this Agreement
<br />shall apply to each Work Order, except to the extent expressly modified by the Work Order. Where
<br />charges are "not to exceed" a specified sum, URS shall notify Client before such sum is exceeded and
<br />shall not continue to provide the Services beyond such sum unless Client authorizes an increase in the
<br />sum. If a "not to exceed" sum is broken down into budgets for specific tasks, the task budget may be
<br />exceeded without Client authorization as long as the total sum is not exceeded. Changes in conditions,
<br />including, without limitation, changes in laws or regulations occurring after the budget is established or
<br />other circumstances beyond URS control shall be a basis for equitable adjustments in the budget and
<br />schedule.
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<br />ARTICLE II - Payment. Unless otherwise stated in an Work Order, payment shall be on a time and
<br />materials basis under the Schedule of Fees and Charges in effect when the Services are performed.
<br />Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the
<br />invoice. If payment is not maintained on a thirty (30) day current basis, URS may suspend further
<br />performance until payments are current. Client shall notify URS of any disputed amount within fifteen (15)
<br />days from date of the invoice, give reasons for the objection, and promptly pay the undisputed amount.
<br />Client shall pay an additional charge of one and one-half percent (1Y2%) per month or the maximum
<br />percentage allowed by law, whichever is the lesser, for any past due amount. In the event of a legal action
<br />for invoice amounts not paid, attorneys' fees, court costs, and other related expenses shall be paid to the
<br />prevailing party.
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<br />ARTICLE \II - Professional Responsibilitv. URS is obligated to comply with applicable standards of
<br />professional care in the performance of the Services. Client recognizes that opinions relating to
<br />environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions
<br />may vary from those encountered at the times and locations where the data are obtained, despite the use
<br />of due professional care. URS is not responsible for designing or advising on or otherwise taking
<br />measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in
<br />controlling, preventing, suppressing or in any way relating to an act of terrorism.
<br />
<br />ARTICLE IV - Responsibilitv for Others. URS shall be responsible to Client for URS Services and the
<br />services of URS subcontractors. URS shall not be responsible for the acts or omissions of other parties
<br />engaged by Client nor for their construction means, methods, techniques, sequences, or procedures, or
<br />their health and safety precautions and programs.
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<br />ARTICLE V - Risk Allocation. The liability of URS, its employees, agents and subcontractors (referred to
<br />collectively in this Article as "URS"), for Client's claims of loss, injury, death, damage, or expense,
<br />including, without limitation, Client's claims of contribution and indemnification, express or implied, with
<br />respect to third party claims relating to services rendered or obligations imposed under this Agreement,
<br />including all Work Orders, shall not exceed in the aggregate:
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<br />PSA-1.DOC (Rev. 1) 30-AUG-04
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