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These General Terms and Conditions are incorporated by reference
<br />Into the foregoing Proposal and shag along with the Proposal
<br />osnsttuter the agreement (the "Agreemar") under which services
<br />are to be performed by Wawa Boos Consultants North Central,
<br />LLC(WBC)fcrClient Unless timely accepted without reservation
<br />or change by C11*4 de Proposal shall remain valid for 90 days
<br />after which time it shell expire and been deemed revoked.
<br />a,
<br />b.
<br />It is understood that the scope of servicas and thus schedule
<br />deflued In the Proposal are based on the information provided
<br />by Client and curtain assumptions bated upon WBC's
<br />experience and Chant's representations. If this information Is
<br />incomplete or inaccurate, or if unexpected site conditions am
<br />discovered, the scope of services and time schedule may
<br />change, even as the work Is in progress.
<br />The scope of services shall include all services provided by
<br />WBC In its discretion, which are reasonably necessary and
<br />appropriate for the effective and prompt fulfillment of W BC'S
<br />obligations under the Agreement and nil services shall be
<br />subject to the provisions of the Agreement, including these
<br />General Terms and Conditions and any Supplemental Terms or
<br />Conditions Incorporated herein. AB such services provided
<br />shag be invoiced and paid for in accordance with Section 3
<br />below.
<br />c. All additional or subacquenl work performed for client, shall be
<br />subject to these General Tents and Conditions, unless
<br />otherwise expressly superseded or modified by mutual written
<br />agreement of WBC endCliem.
<br />SECTION 2. CLIENT DISCLOSURES
<br />a. It shat be the duty of the Client before and during the project
<br />to promptly notify WBC of any known or suspected hazardous
<br />substances which are or may be related to the services to be
<br />provided. Such hazardous substances shell include but not be
<br />limited to any substance which posed or may pose a present or
<br />potential hazard to human health or the environment, whether
<br />contained in product, material, by- product, waste or sample
<br />and whither it exists in a solid, liquid, semisolid or gaseous
<br />form.
<br />b. Following any disclosure as set forth In the preceding
<br />paragraph, or if any hazardous substances no discovered or
<br />reasonably suspected by WBC after Its services are undertaken,
<br />and which WBC determines in its discretion substantially
<br />change the costs and risks of the project, then WBC may, at Its
<br />discretion, discontinue its services.
<br />o. Client shall timely notify WBC of potential health hazards or
<br />nulsances which might arise out of the work by WBC and its
<br />contractors and/or subcontractors (hereinafter referred to as
<br />subcontractors), and thereafter WBC shall take necessary and
<br />reasonable measures to protect its employees against such
<br />possible health hazards or nuisances. The reasonable direct
<br />coats of inch measures shall be borne by the Client.
<br />d. The Client shag notify WBC of any other conditions, of which
<br />Client is or should reasonably be aware of, which might
<br />significantly affect the efficiency or safety of work of WBC.
<br />SECTION 3: BQdJNG AND PAYMENTS
<br />a. Unless otherwise specifically provided in the Agreement,
<br />btlhtgs will be based on the fee schedule referenced In the
<br />proposal. WBC shall submit invoicm monthly for services
<br />WEAVER BOOS CONSULTANTS, LLC
<br />General Terms and Conditions
<br />Version 2009 -A1
<br />Page 1 of 4
<br />performed and expanses incurred and not previously baled on
<br />any previous invoice. Payment is due upon receipt. For all
<br />amounts unpaid after thirty (30) days of the invoice date Ghat
<br />agrees to pay to WBC a finance charge of one and ore -half
<br />partial (1 IR%) per mouth, eighteen percent (18%) annually,
<br />or the legal maximum rate if it is lase. The hitting mks
<br />duoribed In this Agreement may be modified on a periodic
<br />built (typically annually). These modification will be
<br />Incorporated into long term projects, unless otheruiee
<br />addressed in the Proposal.
<br />b. The Client shaft provide WBC with a char written statement
<br />within fifteen (15) days after receipt of the Invoice of any
<br />objections to the invoice or any portion or element thereof.
<br />Failure to provide such a written statement shall constitute
<br />acceptance of the invoice as submitted. Only reasonably
<br />disputed sums may be withheld from payment. For.putpocea of
<br />this section, Client may only dispute d charge on the basis that
<br />the related services were not performed, or that they were
<br />performed in an delbctve manner falling beneath the requisite
<br />standard of taro. Further, WBC and Client agree to promptly
<br />meet, address and resolve invoice disputes.
<br />c. The Client's obligation to pay for the services performed under
<br />this Agreement is in no way contingent upon other events;
<br />including but not limited to Client's ability to obtain fimncing,
<br />zoning, approval of governmental or regulatory. ageoles, final
<br />adjudication of a lawsuit in which WBC is not involved,
<br />complain a transaction or successfully complete the project.
<br />No deduction shall be made from any Invoice on account of
<br />penalty, liquidated damages or other sums withheld f ono
<br />payment to WBC.
<br />d. If timely payments are not received, then WBC may commence
<br />collection activities. it is agreed that all expenses inclrred by
<br />WBC in obtaining liens, obtaining judgments or collecting any
<br />amounts due under the Agreement including the time of WBC
<br />employees, at foil billing rata, all associated cats, and
<br />reasonable attorney's fee shall be recoverable Rom the Client.
<br />SECTION 4: RIGHT OF ACCESS
<br />a. If services to be provided under this Agreement require the
<br />agents, employees, or subcontractors of WBC to cater onto the
<br />project site, Client dull provide timely right of access to the
<br />site to WBC, its employees, agents and subcontractors, to
<br />conduct the planned field observations and services. WBC
<br />shell take reasonable precaution to reduce damage to the site
<br />duo to its operations, but is not responsible for the cost of
<br />restoration for any damage resulting from its operations, unless
<br />otherwise provided for in the Proposal,
<br />a. If the scope of services includes performance of soil borings, or
<br />other subsurface excavations by WBC, It Is understood that the
<br />Client will furnish WBC with a diagram indicating the location
<br />and boundaries of the site, and all subsurface stuetera and
<br />utilities. WBC reserves the right to deviate a reasonable
<br />distance from the proposed boring location(a). Client
<br />recognizes that drilling equipment is large and heavy and
<br />understands the risk of site damage. At Client's request and
<br />neat, WBC will restore the site be the conditions existing prior
<br />to WBC operations if prectiable. WBC shell not be liable for
<br />damage or !"Jury to of resulting Roan damage to subtemoem
<br />structures (pipes, links, cables, wires or other utilities and
<br />subsurlhca structures, etc.) which are not Called to WBCs
<br />
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