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AW `s H e 5`111.
<br />Star dardoI Carel'Ibe Engineershall perforin its services in accordance
<br />with generally accepted engineering practices, Saviees are tendered
<br />without airy other win an ty, ex pressed or implied and the Engineer shall
<br />beresponsible solely for its' own negligence.
<br />Construction Costs. 'Ilse Clie t shall advise the Engineer in writing
<br />before design coornrencement of budgetary lin)ita tions for the cost of
<br />construction. 'file Engineer shall endeavor to work within such
<br />limitations and will, ifrequesled and included within the scopeof
<br />services, submit to Ilse Client an opinion of n olxrble construction costs.
<br />'ILis opi pion represents the Engineer's best judgment as a design
<br />professional familiar with the construction industry. "Ne Clicnt
<br />ack nowledgos that neither the Client nor Ilio Ingincer has co lir of aver
<br />the cost of labor, mata'ials, market or negrioli ng conditions, or melhods
<br />by which contractors (let e'nune prices for construction. 'Th e Engineer
<br />docs not wnnnnt or rep resent that bidsor negotiated prices will not vary
<br />from its opinions of probable cost, :mrd the Clienlexp ressly releases any
<br />cla in) for damages to Ilio extent actual costs exceed the Eng incer'.s
<br />opinionsol' probablecost.
<br />Compensation: Comproation for servicesshall le in accordance with
<br />the Prop osa t -cher. invoices wlllbe issued monthly forservices
<br />rendered and rei ndan sable expenses and are due and payable within ten
<br />(10) days of receipt of the invoice, lnleresl of 2q'o pennonth will is-
<br />charged
<br />echarged on accounts not paid within thirty (30) daysfronh the dateof
<br />invoice Changes affecting Ilse scopeof work initiate(1 by Ilio Clicnt or
<br />due to unforeseen project conditions will necessitate nhodi fication of the
<br />compensation charged.
<br />Failure to Make Payment: If the Client fails to makepayment when due
<br />the Engincer fes services andexpenses, the Engineer may, upon seven
<br />(7) days written notice to IheChient, suspend performanccof services
<br />underthis Agreement. Unless payment in fuel isreceived hydro
<br />Engineer' within seven days of the dateof the notice, the suspe cion shall
<br />takeeffect without further notice, to theevert ofa suspension of
<br />services, the Engincer shall haveno liability to the Clicnt fordelay, a'
<br />damage caused the C liall because of such suspension of services.
<br />Re -use ofDoamnents: All documents, including Drawings and
<br />Specifications, prepared by do Engincer pursuant to this project ere
<br />i as On ntenlsof service. Engineer shall bedeemed the authorof these
<br />insh'unnenls of service and retain all conmcn law and statutoryrights,
<br />includ ng Copyright -They are not intended orrepreseated lobe soitable,
<br />for re -use bythe Client or Others on extensions of this projector any
<br />olherproject. Anyre-use without writtah verification oradapndiorby
<br />the Engineer for tic specific purposes intended will beat Uc Client's
<br />sole risk and without liability to the Engineer, and Ute Cliedshall
<br />i ndenmify and hold harm less Iho Engineer frmn all clainha, damages,
<br />Imes arxl expenses, inclaahing i ttoiiiq's fees, arising out of or resulting
<br />therefrom. Any such verifications oradagnation will entitle the Engincer
<br />to furUcr compensation aI rates to be agreed upon by the Client and the
<br />Engineer.
<br />Mulnad Indemnify: Client agrees that it wipe defend, indami fy and proud
<br />harmless the Engineer, its office's, dihecla's and anployees, from and
<br />against any andall claims, danhages,
<br />awards and costs of defense caused by t e neglige t or otherwise
<br />wrongful acts a omission, including breach of a specific contractual
<br />dirty, of the Client or tic Client's independent contractors, agents or
<br />employees.
<br />M
<br />Terms and Conditions
<br />Engincer agrees that itwill defend, indannil'y, and hold harmless the
<br />Client, its officers, directorsand employers, from and againstany and
<br />i l l ch nun s, damages, awards and costs of defense caused by (he negligent
<br />or otha'w ise wrongful a cis or omission, including breach ofa specific
<br />contractual duty of the EmI )neer, or the Ingneer's independent
<br />contractors, agents oremployces.
<br />Ilaziudous Materials: 'Flue Engineer and E'ngineer's constlants'shall
<br />haveno responsibility for the discovery, presence, handling, removalor
<br />disposal of or cxposurc of persons to hazardous materials in any formal
<br />the Projcc t site, including snout 1 invited to aehestos, asbestos products,
<br />polychlorinated biphauyl (PC13) or other' toxic substances. "Ilse Client
<br />agrees to indemnify and hold hamdess the lingiueerand Engineer's
<br />consultants from and against all clainns, liability or costs, including
<br />rcnsonable anomey's fees andexpenres, m'ising on[ of or in any way
<br />connected with the presence, handling, removal, abatene t ordisposal
<br />of hamudous materials in any fort) al the project site. Tie Client further
<br />agrees to snake no claim and hereby walvo any clainhs or causes err
<br />action of -any type against t lire 1>nginccr and Enginecr's consultants,
<br />which m ay anise out of or relate in any way to the prescnccot such
<br />hazardous materials.
<br />I' li layer h of Legal I ill,did : To the n)axinmmn extontpermived by law,
<br />the Client agrees to limit the Engineer's l abilitylo theClicnt, On
<br />damages, and to all construction conlnetoas or snleontractors on the
<br />projeciclainnnglhrough the Client for damages, to the amount of
<br />550,000 or the Engineer's total fee for services roideral on theprojcct,
<br />whicheveris the lesser. It isintended Ilial this limitation applyto any
<br />and alp liability or causes of action however ansin g, regard less of the
<br />cause o f action or legal theory asserted.
<br />Teminalion: lheobligatron to provide further .services under this
<br />document may be terminatedby either party npenseven (7)days
<br />written notice in the event of substantial failure by the ollher party to
<br />perform in accordance with die lormshereof through no fault of the
<br />terminating party. In the event of any tenination, the Engineer shale be
<br />paid for all services tendered loth, diteof termination, all reinhbursablc
<br />expenses and lamination expenses.
<br />Successors and Assigns: Neuer the Clica nor the Ianginee shall assign,
<br />sublet or transfer any rights underorinterest in (including, pmt without
<br />limitation, moneys that incur may become duc) this document, orally
<br />claims cheat may arisefrom the performance ofservices underthis
<br />agowroult, without the written consent of the Other, except to die extent
<br />that the effect ofthis linibalionmay be restricted by law. Unless
<br />specifically stated to the contrary in any wriltenconsent coal)
<br />assignment, no assignment will release a discharge the assignor from
<br />anydolyorresponsibilityunderthis<locunhpht. Nolhingconfainedin
<br />chis paragruph shall prevent the Engineer Croon enhploying such
<br />independent consultants, associates and subcontractors, as it nay dean
<br />appropriate to assist in die perfornance of services hereunder. Nothing
<br />herein shall be construed to give any rights or benefits h<xeunder to
<br />anyone other than the Client and die Engineer. Nothing herein shall
<br />create a contracahal relationship with or cause of action in favor of a
<br />third party against either life Client or Engincer.
<br />All claims and causes of actions between the parties to this agreement
<br />pertaining to acts or failures to ac( shall be deemed to haveacaued and
<br />the :g)plicible statutes of lin)itadons shall eomm�efce to run not later
<br />than either the dale of substantial completion for lets or failures to act
<br />occurri ng prior to substantial completion, or the date of die hOtiaree of
<br />the final certificate for payment for acts or failures to act occurring after
<br />substantial completion.
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