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d. The Client and WBC agree that neither will be liable to the other for consequential damages incurred due to the fault of the other. Said damages include, but tine not limited to, loss of use and lost profits. e. With a exception of actions pertaining to materialmen or mechanic's liens, and if lawful, causes of action between the parties o this Agreement pertaining to nets or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run on the date the alleged act or failure to act occurred. f. Not withstanding the above, all claims, whether based upon contract, tout, breach of watTanty, professional negligence (including errors, omissions or other professional acts), or othenvi e, shall be deemed waived unless made by the Client in writing and received by WBC within one (1) year after Client reasons 31y knew or should have known of its existence, but in no event, shall such claim be asserted by Client later than two (2) yeats after WBCs completion of services with respect to which tl ie claim is made. n. Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreem nt or the breach thereof shall be subject to and decided by first mediation between parties involved. b. In the event thnt mediation is unsuccessful to resolve dispute and saic dispute now results in litigation. it is agreed that the prevailinsultam's g party shall be entitled to recover nil reasonable costs incart in the deibnse of the claim, including staff time, court costs, fees, attorney's fees, and other claim- related C. Resolution shall be final. and judgment may be entered upon it in accordance with applicable law in any cows having jut-isdiclion thereof. SECTION 13: TERMINATION a. This Agreement may be terminated by either party upon at least seven O days written notice in the event of substantial failure by the Alver party to perform in accordance with the terms hereof ittrough no fault of The terminating party. Such termination shall not be effective if the substantial failure has been renedied before expiration of the period specified in written notice. b. WBC r WBC's through c. This At party up d. if this P perform plus ten costs all re -assig to terms SECTION 1 D, in the e or unen full fore ty terminate this Agreement if the Client suspends services for more than sixty (60) consecutive days o fault of WBC's. eement may be terminated without cause by either n at least sixty (60) days' written notice. reement is terminated. WBC shall be paid for services 1 prior to the termination date set forth in the notice ination expenses. Terminndon expenses shall include butable to personnel and equipment rescheduling and nent and all other costs incurred directly attributable ent that any provision herein shall be deemed invalid 3rceable, the other provisions hereto shall remain in and effect, and binding upon the parties hereto. WEAVER BOOS CONSULTANTS, LLC General Terms and Conditions Version 2006 -A1 Page 3 of 3 b. The heading or title of a section is provided lbr convenience and information and shall not serve to alter m• affect the provisions included herein, c. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the Client and WBC shall survive the completion of set-vices and the termination of the Agreement. d. Unless otherwise provided. the substantial law, of the State of Indiana will govern the validity of this agreement, its interpretation and performance, and remedies for contract breach or any other claims related to this agreement. e. WDC shall apply professional judgment in determining the extent to which WBC shall comply with any given standard identified in WBC's documents. Unless otherwise indicated, such compliance, referred to as "General Compliance" specifically excludes consideration of any standard listed as a reference in the text of those standards cited by WBC. f. Unless specifically stated in WBC's Proposal, it is understood the costs for implementation ofthe work are based on privately owned projects utilizing merit (non - union) wages and employees. Government funded or publicly owned projects that require prevailing wages will have specific tees identified in the Proposal. Any job action, strike, or other requirement to use union represented employees will require renegotiation of the costs for performing the work. g. In the event that WBC borrows or uses equipment or machinery, including but not limited to stationary. mobile and non -road mobile equipment, from the Client, it is agreed that the equipment is being rented for the stun of $1.00 and other considerations unless a specific rental agmemeol is executed by the parties. h. This Agreement may be assigned by WBC to an affiliate company. in whole or in part. WBC may also retain persons or entities not in WBC's employ without Client's prior specific consent when such retention is appropriate and customary, including, but not necessarily being limited to. surveyors, drilling subcontractors. testing laboratories, remediation contractors, and specialized consultants. Client shall not assign its duties and obligations hereunder without the prior written consent of WBC.