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<br /> PART IV
<br /> STANDARD TERMS AND CONDITIONS
<br /> Page 1 of 2
<br /> 1. STANDARD OF CARE. Services shall be performed in accordance with the standard of professional practice ordinarily exercised by
<br /> the applicable profession at the time and within the locality where the services are performed.No wananty or guarantee,express or implied is
<br /> provided,including warranties or guarantees contained in any uniform commercial code.
<br /> 2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based on facts known at the time of execution of this
<br /> Agreement,including,if applicable,information supplied by Clark Dietz and Client. Clark Dietz will promptly notify Client of any perceived
<br /> changes of scope in writing and the parties shall negotiate modiYications to this Agreement.
<br /> 3. DELAYS. If events beyond the control of Clark Dietz,including,but not limited to,fire,flood,explosion,riot,strike,war,process
<br /> shutdown,act of God or the public enemy,and act or regulation of any government agency,result in delay to any schedule established in this
<br /> Agreement,such schedule shall be extended for a period equal to the delay. [n the event such delay exceeds 90 days,Clark Dietz shall be
<br /> entitled to an equitable adjustment in compensation and extension of time.
<br /> 4. TERMINAT[ON/SUSPENSION. Either party may terminate this Agreement upon 30 days written notice to the other party in the
<br /> event of substantial failure by the other party to perform in accordance with its obligations under this Agreement through no fault of the
<br /> terminating party. Client shall pay Clark Dietz for all Services, including protit relating thereto, rendered prior to termination,plus any
<br /> expenses of termination.
<br /> 5. REUSE OF INSTRUMEN'TS OF SERVICE. All reports, drawings, specifications, computer data, field data notes and other
<br /> documents prepared by Clark Dietz as instruments of service shall remain the property of Clark Dietz. Clark Dietz shall retain all common
<br /> law,statutory and other reserved rights,including the copyright thereto. Reuse of any instruments of service including electronic media,for
<br /> any purpose other than that for which such documents or deliverables were originally prepared,or alteration of such documents or deliverables
<br /> without written authorization or adaptation by Clark Dietz for the specific purpose intended,shall be at Client's sole risk.
<br /> 6. ELECTRONIC MEDIA.Electronic files furnished by either party shall be subject to an acceptance period of 30 days during which the
<br /> receiving party agrees to perform appropriate acceptance tests. The party furnishing the electronic file shall correct any discrepancies or errors
<br /> detected and reported within the acceptance period. After the acceptance period,the electronic files shall be deemed to be accepted and
<br /> neither party shall have any obligation to correct errors or maintain electronic files.I�the event of a conflict between the signed construction
<br /> documents prepared by Clark Dietz and electronic files, the signed or sealed hard-copy construction documents shall govern. Under no
<br /> circumstances shall delivery of electronic files for use by Client be deemed a sale by Clark Dietz and Clark Dietz makes no warranties,either
<br /> express or implied, of inerchantability and Yitness for any particular purpose. In no event shall Clark Dietz be liable for indirect or
<br /> consequential damages as a result of the Client's use or reuse of the electronic files.
<br /> 7. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs prepared by Clark Dietz is supplied for the general
<br /> guidance of the Client only. Since Clark Dietz has no control over competitive bidding or market conditions,Clark Dietz cannot guarantee the
<br /> accuracy of such opinions as compared to contract bids or actual costs to Client.
<br /> 8. SAFETY. Clark Dietz shall establish and maintain programs and procedures for the safety of its employees.Clark Dietz specifically
<br /> disclaims any authority or responsibility Yor general job site safety and safety of persons o[her than Clark Dietz employees.
<br /> 9. RELATIONSHIP WITH CONTRACTORS. Clark Dietz shall serve as Client's professional representative for the Services,and may
<br /> make recommendations to Client concerning actions relating to Client's contractors,but Clark Dietz specifically disclaims any authority to
<br /> direct or supervise the means,methods,techniques,sequences or procedures of construction selected by Client's contractors.
<br /> l0. THIRD PARTY CLAIMS: This Agreement does not create any right or benetit for parties other than Clark Dietz and Client.
<br /> 1 1. MODIFICATION. This Agreement,upon execution by both parties hereto,can be modified only by a written instrument signed by
<br /> both parties.
<br /> l2. PROPRIETARY INFORMATION. Information relating to the Project,unless in the public domain,shall be kept confidential by
<br /> Clark Dietz and shall not be made available to third paRies without written consent of Client,unless so required by court order.
<br /> 13. INSURANCE. Clark Dietz will maintain insurance coverage for Professional, Comprehensive General, Automobile, Worker's
<br /> Compensation and Employer's Liability in amounts in accordance with legal,and Clark Dietz business requirements. Certificates evidencing
<br /> such coverage will be provided to Client upon request.For projects involving construction,Client agrees to require i[s construction contractor,
<br /> if any,to include Clark Dietz as an additional insured on its commercial general liability policy relating to the Project,and such coverages
<br /> shall be primary.
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