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WBC'S NE(LIOENCII, ERRORS, OMISSIONS, STRICT
<br />LIABILITY, BREACH OF CONTRACT, STATUTORY
<br />LIABILITY, BREACH OF WARRANTY, NEGLIGENT
<br />MISREPRESENTATIONS, ENVIRONMENTAL LIABILITY
<br />OR OTHER ACTS GIVING RISE TO LIABILITY BASED
<br />UPON CONTRACT, TORT OR STATUTE. IT IS
<br />EXPRESSLY AGREED THAT THE REMEDY STATED
<br />HEREIN 18 THE CLIENT'S EXCLUSIVE AND SOLE
<br />REMEDY FM ANY DAMAOB(S) ARISING OUT OF THIS
<br />AGREEMENT OR SERVICES TO BE PERFORMED
<br />PURSUANT TO THIS AGREEMENT.
<br />h. WBC will increase our limitation of liability up to The limits of
<br />our available insurance coverage or otherwise to $100,000,
<br />whichever is greater, upon client's written request, and for the
<br />additions) consideration of $500. Said request and payment
<br />must be received within 14 days of the date of execution of the
<br />Proposal and be before any claim arises.
<br />c. The Client further agrees to notify any contractors or
<br />subcontractors who may perform work in connection with any
<br />design, report or study prepared by WBC of such limitation of
<br />liability for breach of contract, &mare, omissions or negligence
<br />and require as a condition precedent to their performing their
<br />work a like limitation of liability on theirpart as against WBC.
<br />d. The Client and WBC agree that neither will be liable to the
<br />other for consequential damages incurred due to the fault of the
<br />other. Said damages include, but are not limited to, loss of use
<br />and lost profits.
<br />e. With the exception of actions pertaining to materialmen or
<br />mechanic's liens, and if lawful, causes of action between the
<br />parties to this Agreement pertaining to acts or failures to act
<br />shall be deemed to have accrued and the applicable statutes of
<br />limitations shall commence to run on the date the alleged act or
<br />failure to rat occurred.
<br />E Not withstanding the above, all claims, whether based upon
<br />contract, tort, breach of warranty, professional negligence
<br />(including suture, omissions or other professional acts), or
<br />otherwise, shall be deemed waived unless made by the Client
<br />in writing and received by WBC within one (1) year after
<br />Client reasonably knew or should have known of its existence,
<br />but in no event, shall such claim be asserted by Client later
<br />than two (2) years after WDCs completion of services with
<br />respect to which the claim is made.
<br />a. Claims, disputes or other matters in question between the
<br />parties to this Agreement arising out of or relating to this
<br />Agreement or the breach thereof shall be subject to and decided
<br />by arbitration in accordance with the Construction Industry
<br />Arbitration into of the American Arbitration Association
<br />currently in effect, such arbitration to be held in Chicago,
<br />Illinois, unless the parties mutually agree otherwise.
<br />b. Demand for arbitration shall be filed in writing with the other
<br />party to this Agreement and with the American Arbitration
<br />Association. A demmd for arbitration shall be made within a
<br />reasonable time altar the claim, dispute or other matter in
<br />question has arisen. In no event shall the demand for
<br />arbitration be made after the date when institution of legal or
<br />equitable prooseding based on such claim, dispute or other
<br />matter in queghm would be barred by applicable statutes of
<br />limitations subject to Section 10(e) above.
<br />WEAVER BOOS CONSULTANTS, LLC
<br />General Terms and Conditions
<br />Version 20WAI
<br />Page 3 of 4
<br />c. No arbitration &rising out of our relating to this Agreement
<br />shall include, by consolidation, joined or in any other mraunar,
<br />an additional permit or entity not a party to this Agreement
<br />except by written commit orWBC, Client and any other person
<br />or entity sough to be johted.
<br />d. The award tendered by the arbitrator shall be Intel, and
<br />judgment may be entered upon it in accordance with applicable
<br />law in any court having jurisdiction thereof.
<br />a. This Agreement may be terminated by either party upon at
<br />least seven M days written notice In the event of substantial
<br />failure by the other party to perform in accordance with the
<br />terms homof through no fault of the terminating party. Such
<br />termination shall not be effective if the substantial failure has
<br />been remedied before expiration of the period specified in
<br />written notice.
<br />b. WBC may terminate this Agreement if the Client appends
<br />WBC's services for mine than sixty (60) consecutive days
<br />through no fault of WBC's.
<br />c. This Agreement may be terminated without cause by either
<br />party upon at least sixty (60) drys' written notice.
<br />d. If this Agreement is terminated, WBC shall be paid for services
<br />perfumed prior to the termination date set forth in the notice
<br />plus termination expenses. Termination expenses shah include
<br />coals attributable to personnel and equipment rescheduling and
<br />re- assignment and all other costs incurred directly attributable
<br />to termination.
<br />SECTION 14: MISCELLANEOUS
<br />a. In the event that any provision (or portion thereof) herein shall
<br />be deemed invalid or unenforceable, the other provisions hereto
<br />shall remain in toll force and effect, and binding upon the
<br />parties hereto. In such event, the provisions found to be invalid
<br />shall be deemed to be reformed so that the intent of such
<br />provision will be enforced to the maximum extent permitted by
<br />applicable law.
<br />b. The heading or title of a section is provided for convenience
<br />and information and shall not arm to alter or affect the
<br />provisions included herein.
<br />e. All obligations arising prior to the termination of this
<br />Agreement and all provisions of this Agreement allocming
<br />responsibility or liability between the Client and WBC shall
<br />survive the completion of services and the termination of the
<br />Agreement.
<br />d. Unless otherwise provided, the substantial law of the State of
<br />Indiana will govern the validity of ibis agreement, its
<br />Interpretation and perfomance, and remedies for contract
<br />breach or any other claims related to this agreement.
<br />e. WBC shall apply professional judgment in determining the
<br />extent to which WBC shall comply with any given standard
<br />identified in WBC's documents. Unless otherwise indicated,
<br />such compliance, referred to as "General Compliance"
<br />specifically excludes consideration of any standard listed as a
<br />reference in the tact of those standards cited by WBC.
<br />E Unless specifically stated in WBC's Proposal, it Is nnderseid
<br />the coats for implamelation of the work are based on privately
<br />owned projects utilising merit (non-union) wages and
<br />employees. Government funded or publicly owned projects
<br />that require prevailing wages will have specific Poe Idemtiffed
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