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<br />GENERAL CONDmONS (pROFESSIONAL SERVICES)
<br />1. Client shall pay invoices upon receipt. Invoices not paid within thirty (30) days of the invoice date shall be subject to a
<br />late payment charge of 1-1/2 percent per month (or the maximum rate allowable by law, whichever is less). Invoice
<br />aJI?Ounts shall be presumed to be correct unless Client notifies Consultant in writing within fourteen (14) days of receipt.
<br />Chent agrees to pay all costs incurred with collection of past due accounts, including attorneys' fees. If Client fails to pay
<br />an involce when due, Consultant may, upon five (5) calendar days notice to client, suspend all Services until paid in full,
<br />and may tefTDlnate the Agreement.
<br />2. The Client agr~ that any and all limitations of !he Consultant's liability and indemnifications by !he Client to the
<br />Consultant shalllOclude and extend to those indh;dua!s and entities the Consultant retains for performance of the services
<br />un4er this Agreement, including but not limited to the Consultant's officers, partners and employees and their heirs and
<br />assignS, as well as the Consultant's subconsultants and their officers, employees, heirs and assigns.
<br />3. Consultant shall perform the services in a manner consistent with the standard of care and skill ordinarily exercised by
<br />members of the Rrofession practicing in the same or similar locality under similar circulDStances at the time the services
<br />are performed. This A~ment creates no warranty or guarantee, express or implied, nor does it create a fiduciary
<br />resJX>llSlbility to Client by Consultant.
<br />4. Consultant's construction observation Services, if any, shall be limited to observation of construction operations to provide
<br />Client with an understanding of the general nature, progress and quality of the wort. Unless otherwise agreed in writing,
<br />Consultant shall not be responsible for continuous or eXhaustive lDs~on of the work. 1n no event shall Consultant be
<br />responsible for the means and methods of construction or for the safety procedures employed by Client's contractor.
<br />9ient shall ~ol~ its contractor ~lely responsible: for the quality and completion of the Project, including but not limited to
<br />Its const:ruct10n m accordance WIth the construCtlOO documents.
<br />5. ConsulLmt shall sign certifications only if Consultant approves the fonn of such certification prior to the commencement
<br />of Services, such certification is included in Consultant s scope of services, and provided sucti certification is limited to a
<br />statement of professional opinion and does not constinIte a warranty or guarantee, express or implied.
<br />6. Client sball notify Consultant at least twenty-four (24) hours in advance of any necessary tests and observations. If Client
<br />assigns this responsibility to a contractor, subcontractor, or other third party, or if Client fails to provide the proper notice,
<br />ConSultant shall Dot be responsible for any damages resulting from improper notice.
<br />7. All ~les shall remain the property of the Client. and Client shall prom,P.tly at its cost remove and lawfully dispose of
<br />samples, cuttings and bazardous materials, unless OOlerwise agreed in wntin&. If appropriate, ConsulLmt shall preserve
<br />samples obtained for the Project for not longer than thirty (30) days after the iSSuance of any document that includes the
<br />data obtained from those samples.
<br />8. Client shall bear sole res~nsibility for notifying all prospective purchasers or other appropriate third ~es including, but
<br />not limited to, all appropriate municiP-3l, reglonal, state or federal agencies of the existence of any haZardous or dangerous
<br />materials located in or around the PrOject site.
<br />9. Client shall provide Consultant with all informatioo in Client's ~session regarding existing conditions, including the
<br />existence of hazardous or dangerous materials, and proposed uses of the Project site and shall designate the location of all
<br />property lines of the Project site and all subsurlace installations, such as pIpes, tanks, cables, electrical lines, telephone
<br />linis aDd utilities within the Project site known to Client. Client shall immediately provide Consultant with any new
<br />information, including any change in plans. Client n:leases Consultant from liability for any incorrect advice, judgment or
<br />decisioo based on any inaccurate information fumisbed by Client or others. If reasonable precautions will be inadequate to
<br />prevent foreseeable 'bodily iniury or death to persons resulting from a material or substance, including hazardous materials,
<br />encountered on the site by Consultant, Consukant shall, upon recognizing the condition, immediately stop work in the
<br />affected area and report the condition to Client
<br />10. Consultant's reports, boring logs, maps, field data, drawinas, test results and other work: product are part of Consultant's
<br />professional services, and 00 not constitute goods or products. Consultant reserves the riJdlt to copyright such work;
<br />however, such copyright is not intended to limit the Client's use of the Services pursuant to tIlis Agreement in connection
<br />with the Project.
<br />1 L Because data stored on electronic media can deteriorate undetected or be modified without Consultant's knowled$e, the
<br />Client agrees that it will ~t responsibility fer the completeness, correctness, or readability of the electronic medill after
<br />an acceptance period of 30 days affel" delivery of the electronic files.
<br />12. Client shall cooperate with all reasonable requests by Consultant that are related to the pe.rformaoce of the Services,
<br />including but not limited to obtaining permission, II Client's sole cost, to allow Consultant access to the Project site.
<br />13. Consultant's potentialliabi1i!y to Client and od1en is ~sly disproportionate to Consultant's fee due to the size. scope,
<br />and value of the Project. Therefore, unless 0ieDt and Consultant otherwise agree in writing in consideration for an
<br />increase in Consultant's fee, Client agrees to (1) limit Consultant's liability to the greater of S50,lXXl.OO or the amount of
<br />Consultant's fee.
<br />14. If Client insures property, real or persona!, or 00d1. at or adjacent to the Project by property insurance, whether during or
<br />after the completion of the construction of the Proiect. Client agrees to waive all subrogation claims against Consultant for
<br />damages cauSed by fire or other causes of loss so the extent covered by such property insurance.
<br />15. Client waives all claims against Consultant for all claims, liabilities, losses, and ~ arising out of or relating to
<br />Client's failure to perform.. in whole or in part, any of its obligations under this Agreement and any subsequent
<br />agreements.
<br />16. Client, or Client's contractor, shall be responsible fix" jobsite safety.
<br />11. If durinS!: the course of perfonnance of this Agreement conditions or circumsWl.Ce8 are discovered which were not
<br />contemplated by Consultant at the ~ of this Agreement, Consultant shall notify C\ient in writing of the
<br />newl)' discovered conditions or circwnstances., and Client ana Consultant shall ~ in JOOC! faith. the tcnns and
<br />conditions of this A~ment. If amended terms and conditions cannot be agreed npon within thirty (30) days after notice.
<br />Consultant may terminate this Agreement and Consultant shall be paid for its services through the date of te:nnination.
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<br />61~7'61SIPL51
<br />Copyrigbt 2001 Kleinfelder. Inc.
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<br />Paae 2 of3
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