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CARL WALKER, INC. 311/12 TERMS AND CONDITIONS Performance: Carl Walker, Ina and its employees Wfl strive to exercise the degree of skin and care expected by customs ••Iy accepted good engineering practices and procedures. No other warranties, expressed or implied, are made with respect to Car/ Walker's performance, unless agreed to in writing. Carl Walker is riot a guarantor of the project to which its services are directed, and its responsibility is limited to work performed for the Client. Carl Wa &errs not responsible for acts or omissions of the Client, nor third parties not under its direct control. Access To Site: Unless otherwise slated, Carl Walker wig have access to the project site for activities necessary for the performance of the services. Cad Walkerwill take precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any resulting damage. Fees: Fees are accrued on an hourly basis, unless other arrangements are established. No Increase in rate for overtime. No charges for travel time of professional staff outside of normal workday unless fims is productive. Technicians may charge up to 2 hours on weekdays for travel outside of normal workday, or up to 4 hours per day for travel on weekends. The total fee, if staled, shall be understood to be an estimate, and shall not be exceeded by more than ten percent without written approval of the Client. Where the fee arrangement is to be on an hourly basis, the rates shall be time that prevail at the time services are rendered. Expenses: Subsistence and out -of- pocket expense incurred for travel, lodging, and meals; reproduction and shipping; etc. Coal + 15% Company or personal cars — .fi4 /mi Company trucks or vans — .64/ml Telephone expenses shag be billed at %% of labor fees Equipment Usage: Approximately equal to I% of the replacement cost per day, subject to adjustment for minimum or extended usage. Outside Consulting, Testing, or Subcontracted Services: Cost plus 10% if Consultant has at least $500,000 Prdessbnal/General Liability Insurance, otherwise 20 %. Consulenls'tenspodation, subsistence, and out- of-pocket expenses plus 15 %. Billings/Payments: Invoices for Cad Walker's services shalt be submitted, at Cad Wa/ker'soption, either upon completion of such services or on a 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 when due, Cad Walkermay, without waiving any claim or right against the Client, and without liabirdy whatsoever to the Client, terminate the performance of the service. Retainers shall be credited on the final invoice. Late Payments: Accounts unpaid by the last day of the month following the month when the invoice was mailed will be subject to a monthly service the charge lient shall pay all then osts unpaid f collection, including easonabletahomeys fees. any Amon or all of an account remains unpaid 90 days after biging, Storage: Material samples not consumed in our work may be discarded 30 days after submission of the lest report unless the Client requests other disposition. Charges may be made, after notification, for extended storage of materials, records, or equipment. Safety: Field work will be performed only under safe conditions. Charges may be made for safety or security measures required by hazardousjob conditions. Insurance: The primary coverages provided by Carl Walker are $1,000,000 for general liability, $500,000 for automobile liability, $500,000 for Coverage o subject to annual re00wa1.0 for professional liability. Umbrella coverage of $1,000,000 applies to general and automobile liability only, Indemnification: The Client shag indemnify and hold harmless Cad Walker and all of Its personnel from and against any and all claims, damages, losses, and expenses (including reasonable attorneys fees) arising out of or resulting from the performance of the services, to the extent that any such claim, damage, loss, or expense is caused by the negligent act, omission, and/or strict liability of the giem, anyone directly or indirectly employed by the Client (except Carl Walker), or anyone for whose acts any of them may be liable. Hazardous Materials: Cad Walker shall have no responsibility for the discovery , presence, handling, removal or disposal of or exposure of (PCB) persons to ha bz� substances, in any form at the project site, inducting but not limited to asbestos, asbestos pmduds, polychbrinated biphenyl Risk Allocation: In recognition of the relative risks, rewards, and benefits of the project to both the Client and the Firm, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, Car/ Walker's total liability to the Client fa any and all in tides, claims, losses, expenses, damages, or claim expenses arising out of this agreement from any cause or causes, shall not exceed Cad Walkers fee or $50,000, whichever is greater. Such causes include, but are not limited to, Cad Walker's negligence, errors, omissions, strict liability, or breach of contract or breach of warranty. hereunder. m Termination In the event of termination, agreement Client shall terminated by the Client or Cad Walker should the otter fag to perform its obligations expenses, and reimbursable termination expenses. Car/ Walker for all services rendered to the dale of termination, an reimbursable Ownership of instruments of Service: All reports, drawings, specificafions, CADD files, geld data, notes and other documents and instru ments prepared by Carl Walkeras instruments of service shall remain the property of Cad Walker. The Client undersends that changes or modifications to the documents made by anyone other than Cad Walkermay result in adverse consequences which Cad W11kercan neither predict nor oontrd. Therefore, the Client agrees, to the fullest extent permitted by law, to hold harmless and indemnify Cad Walker from and against all claims, fiatimues, losses, damages, and costs, including, but not limited to, attorney fees arising out of or in any way connected with the modification, misinterpretation, misuse, or reuse by the Client or others of the documents provided by Cad Wa /kerunderthe agreement Applicable Laws: Unless otherwise specified, this agreement shall be governed by the laws of the slate in which the CadWalkeroffice is located. Mediation: In an effort to resolve any conflicts that arise during the design or construction of the project or fielf g the compeVon of the project, the Client and Cad Walker agree that ail disputes between them arising out of or relating to this agreement shall be submiled to the mediation unless the parties mutually agree otherwise.