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<br /> 3/1/09
<br /> CARL WALKER, INC.
<br /> TERMS AND CONDITIONS
<br /> Performance:Cad Walker,lnc.and its employees will strive to exerase 1he degree of skill and care expeded by customarily aocepted good engineerirg
<br /> pradioes and procedures.No otherwarranties,expressed or implied,are made with resped to Cad Walkets perfortnance,unless agreed to in writing.Carl
<br /> Walker's not a guarantorof the projectto which its servioes are direded,and its responsibility is limited to wak perfortned forthe Client Carl Walrer's rat
<br /> responsible for acts or omissions of the Client,nor third parties not under its direct control.
<br /> Access To Site:UMess othervuise stated,Car/Walkerwill have access to the project site for adivities necessary forthe performance of the services.Carl
<br /> Walker will fake precautions to minimize damage due b these activities,but has not included in the fee the oost of restoration of any resutting damage.
<br /> Fees:Fees are accrued on an hourly basis,unless other arrangements are eshablished.No increase in rate for overtime.No charges for travel time of
<br /> professional staff outside of normal workday unless time is productive.Technicians may charge up to 2 hours on weekdays for travel ou�ide of normal
<br /> workday,or up to 4 hours per day for travel on weekends.Thetohal fee,if stated,shall be understood to be an estimate,and shall not be exoeeded by more
<br /> than ten percent wilhout written approval of the Client W here the fee arrangement is to be on an hourly basis,the rates shall be those that prevail at the
<br /> time services are rendered.
<br /> Expenses:Subsistence and out-0f-podcet expense incuned for travel,lodging,and meals;reproductbn and shippirg;etc. Cost+15%
<br /> Company or personal cars—.641mi Company trucks or vans—.64/mi
<br /> Telephone expenses shall be billed at%:°/a of labor fees
<br /> Equipmerd Usage:Approximately equal to 1%of the replacement cost per day,subjed to adjustrnent for minimum or extended usage.
<br /> 0 utside Co nsu IGng,Testing,or Subcontracted Services:Cost plus 10°�if Consuttant has at least$500,000 ProfessionaVGeneral Liability Insurarxe,
<br /> otherwise 20°k.Consultants'transpoRatbn,subsistence,and out�f�odcet expenses plus 15%.
<br /> BillingslPayments:Invoices for Carl Walkerk services shall be submitted,at Carl Walkers option,either upon completion of such services or on a
<br /> monthly basis.Invoices shall be due and payable by the last day of the month following the month when the invoice was mailed.If the invoice is not paid
<br /> when due,Carl Walkermay,wi7�out waiving any daim or right against the Client,and without liability whatsoeverto the Client,temtinatethe perfortnance of
<br /> the service.Retainers shall be credited on the final irnoice.
<br /> Late Payments:Accounls unpaid by the last day of the month following the month when the invoice was mailed will be subjed to a monthy servicecharge
<br /> of 1%on the then unpaid balance(12°�true annual rate).In the event any portion or all of an account remains unpaid 90 days after billing,the Client shall
<br /> pay all cosis of colled'an,induding reasonable attomey's fees.
<br /> Storage:Material samples not consumed in our wo�C may be discarded 30 days after submission of the test repod unless the Client requests other
<br /> disposition.Charges may be made,afGer notification,for extended storage of matedals,records,or equipment
<br /> Safety:Field work will be perfortned only under safe oonditions.Charges may be made for safety or security measures required by hazardous job
<br /> conditions.
<br /> Insurance:The primary coverages provided by Carl Walkerare$1,OOO,IXlO forgeneral liability,$500,000 for automobile liability,$500,000 forworkers'
<br /> compensation,and$1,000,000 for professional liability.Umbrella coverage of$1,000,000 applies to general and automobile liabilily only.Coverage is
<br /> subjed to annual renewal.
<br /> Indemnificatan:The Client shall indemnify and hold harmless Carl Walkerand all of ifs personnel from and aga�st any and all claims,damages,losses,
<br /> and expenses(including reasonable attomey's fees)arisirg out of or resuaing from the perfortnance of the services,to the extent that any such daim,
<br /> damage,loss,or expense is caused by the neglgent act,omission,andlor strict liability ofthe Client,anyone directly or indirecty employed by the Client
<br /> (except Carl Walker),or anyone for whose ads any of them may be liable.
<br /> HazaMous Materials:Cad Walkershall have no respoiuibility for the discovery,presence,handling,removal or disposal of or exposure of persons to
<br /> hazardous materials in any form at the projed site,inGuding but not limited to asbestos,asbestos producfs,porychlorinated biphenyl(PCB)or oiher toxic
<br /> substances.
<br /> Risk Albcation:In recog nition ofthe relative risks,rewards,and benefits of the project to both the Client and the Fam,the risks have been allocated such
<br /> that the Client agrees that,to the fullest exteM permitted by law,Cad Walker's total liability to the Client for any and all injuries,daims,losses,expenses,
<br /> damages,or claim expenses arising out of this agreementfrom arry puse orcauses,shall not exceed Cad Walker'sfee or$50,000,whichever is greater.
<br /> Such quses indude,but are not limited to,CarlWalkets negligence,errors,omissions,strid liabikty,or breach of contract or breach of wartanty.
<br /> Termination of Services:This agreement may beterminated by the Client or C�1 Walkershould the otherfail to perform its obigations hereunder.Inthe
<br /> event of tertnination,the Client shall pay Carl Walkerfor all services rendered to the date of termination,all reimbursable expenses,and reimbursable
<br /> tertnination expenses.
<br /> Ownership of Instruments of Service:All reporTs,drawings,speafications,CADD files,field data,notes and other documents and instrumertls prepared
<br /> by Cad Walkeras instrumen�of service shall remain the property of Carl Walker.The Client understands that changes or modifications to the doaimerds
<br /> made by anyone other than Carl Walrer may result in adverse consequences which Carl Walkercan neither predid nor control.Therefore,the Client
<br /> agrees,to the fullest extent permitbed by law,to hold harmless and indemnify Carl Walkerfrom and against all claims,liabilities,losses,damages,and
<br /> costs,including,but not limited to,attomey fces arising out of or in any way connected with the modifiption,misinterpretation,misuse,or reuse by tl�e Client
<br /> or others of the documents provided by Carl Walker under the ag reement
<br /> Applicable Laws:Unless otherwise spedfied,this agreement shall be governed by the laws of the state in which the Cad Walkeroffice is located.
<br /> Mediation:In an effort to resolve any oonflicts that arise durirg the desgn or construdion ofthe project orfollowing the completion of the project,theClient
<br /> and Carl Walkeragreethat all dispu�es between them arising out of or relating tothis agreementshall be submitted to non-binding mediation unless the
<br /> parties mutualty agree otherwise.
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