VIESTE,LLC CONTRACT WITH DEARBORN COUNTY

Vieste, LLC
Professional Services Agreement

This agreement made and entered into this 5 day of September, 2006 by and between Vieste, LLC, 47 S. Pennsylvania Street, Suite 600, Indianapolis, Indiana,46204, hereinafter referred to as the “Consultant” and the BOARD OF COMMISSIONERS OF DEARBORN COUNTY, INDIANA, hereinafter referred to as the “Client.”

IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows:

I. SCOPE OF SERVICES

PHASE I: CONSULTANT shall perform consulting services in connection with the CLIENT’S facilities in accordance with the Scope of Services set forth in Exhibit A attached hereto.

PHASE II: CONSULTANT shall be the Program Manager for CLIENT to execute capital projects under the Capital Investment Plan developed in Phase I and to provide ongoing advisory services as mutually agreed and as needed for CLIENT.

II. CONSULTANT’S RESPONSIBILITIES
CONSULTANT shall, subject to the terms and provisions of this AGREEMENT:
Appoint one or more individuals who shall be authorized to act on behalf of CONSULTANT and with whom CLIENT may consult at all reasonable times, and whose instructions, requests, and decisions will be binding upon CONSULTANT as to all matters pertaining to this Agreement and the performance of the parties hereunder.
Use all reasonable efforts to complete the Services within the time period mutually agreed upon, except for reasons beyond its control.
Perform the Services in accordance with generally accepted standards in existence at the time of the performance of Services.

III. CLIENT’S RESPONSIBILITIES
CLIENT shall at all times as may be required for the successful and expeditious completion of the Services:
Provide all criteria and information as to CLIENT’S requirements and designate a person with authority to act on CLIENT’S behalf on all matters concerning the Services.
Furnish the CONSULTANT all existing studies, reports and other available data pertaining to the Services and obtain additional reports, data, and services as may be required for the project. Consultant may be entitled to rely upon all such information, data, and other results of such other services in performing the Services hereunder.

IV. INDEMNIFICATION
To the full extent permitted under applicable law, CLIENT agrees to indemnify and hold harmless CONSULTANT from and against and all suits, actions damages, loss, liability or costs (including, without limitation, reasonable attorneys’ fees directly related thereto) for bodily injury or death of any person or damage to third party property if and to the extent arising, unless such arise from the negligent errors or omissions or willful misconduct of CONSULTANT during the performance if the Services hereunder.

V. COMPENSATION AND TERMS OF PAYMENT
The fees to be charged for the Services performed for Phase I hereunder are set forth in Exhibit A. The fees for Phase II of the contract will be funded out of project budgets as capital projects move forward. CLIENT agrees that CONSULTANT shall be retained as “Program Manager” on all capital projects contemplated as a result of PHASE I.
CONSULTANT shall submit to CLIENT an invoice for services supported by one copy based upon the schedule depicted in Exhibit A. CLIENT agrees to pay CONSULTANT the full amount of such invoice as depicted on Exhibit A. In the event CLIENT disputes any invoice item, CLIENT shall give CONSULTANT written notice of such disputed item within 10 days after receipt of invoice. CLIENT agrees to abide by any statutory prompt pay provisions currently in effect.

VI. TERMINATION
Either party may, with or without cause, terminate the Services at any time upon 90 days written notice to the other. The obligation to provide further Services under this Agreement may be terminated by either party upon 10 days written notice in eth event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In either case, CONSULTANT shall be paid for all expenses incurred and Services rendered to the date of the termination in accordance with the compensation terms of Exhibit B.

VII. INDEPENDENT CONTRACTOR
CONSULTANT shall be an independent contractor with respect to the Services to be performed hereunder. Neither CONSULTANT nor any of its subconsultants, nor the employees of either, shall be deemed [NOTE: to be?] to the servants, employees, or agents of CLIENT.

VIII. MISCELLANEOUS
This agreement constitutes the entire agreement between the parties hereto and supersedes any oral or written representations, understandings, proposals, or communications hertofor entered into by or on account of the parties and may not be changed, modified, or amended except in writing signed by the parties hereto. In the event of any conflict between this contract document and any of the exhibits hereto, the terms and provisions of this contract document shall control. In the event of any conflict among the exhibits, the exhibit of the latest date shall control.

This Agreement shall be governed by the laws of the State of Indiana.
In no event shall either party be liable to the other for indirect or consequential damages, including, but not limited to, loss of use, loss of profit or interruption of business, whether arising in contract, tort (including negligence), statute or strict liability.

In the event CLIENT uses a purchase order to administer this Agreement, the use of such form shall be for convenience purposes only, and any typed provision in conflict with eth terms of this Agreement and all preprinted terms and conditions contained in or on such forms shall be deemed stricken and null and void.

This Agreement gives no rights or benefits to anyone other than CLIENT and CONSULTANT and does not create any third party beneficiaries to the Agreement.

INWITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written.

CLIENT:
BOARD OF COMMISSIONERS
DEARBORN COUNTY, INDIANA

(Signed by)
Jeffery Hughes
Richard Fox
Vera Benning

WITNESSED BY:

Bryan Messmore
County Administrator

CONSULTANT:
VIESTE ,LLC

(Signed by)
Michael A. Comparato
President and CEO
DATE: 8/28/06

WITNESSED BY:

Mark H Branaman
Senior Vice President