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WESTONGENERAL TERMS AND CONDITIONS(continued) - event CLIENT desires such records to be maintained for an additional which the sum or value in controversy exceeds $200,000 (exclusive of period of time,upon client's written advice to WESTON,such records shall interest and costs)or includes any parry not specifically described herein. either(a) be delivered to CLIENT or(b)be retained by WESTON for (5) The award rendered by the arbitrators will be final,not subject to additional period(s)of time forthe storage fee applicable under WESTON's appeal,andjudgment may be entered upon it in any court havingjurisdictim current commercial rates. thereof. 18. Services. It is understood and agreed that the services or Work 20. No Third Party Beneficiary.WESTON's services are performed performed under Agreement are not subject to any provision of any Uniform for the sole and exclusive benefit of CLIENT.This Agreement does not Commercial Code. create any right or benefit in anyone other than CLIENT and WESTON. 19.Mediation/Arbitration. All disputes between the Parties arising out 21.SalesandUseTax.CLIENTand WESTON believe thatWESTONs of this Agreement shall be resolved by submission to Mediation and professional services provided to CLIENT under Agreement are not subject Arbitration as described below: to sales and use tax.Pending afrnal ruling by appropriate tax authorities with (A) Mediation respect to the imposition of a State Sales and Use Tax applicable to The patties shall attempt in good faith to mediate such dispute and use WESTON's professional services,CLIENT acknowledges that the obliga- their best efforts to reach agreement on the matters in dispute. After a written tion to pay the sales and use tax,if ruled applicable to WESTON's services, demand for non-binding mediation,which shall specify in detail the facts of is CLIENT's obligation as purchaser.CLIENT agrees to pay such sales and the dispute,and within ten(10)days from the date of delivery of the demand, use tax and hereby releases,indemnifies and holds WESTON harmless from the matter shall be submitted to Mediation in accordance with the American any and all claims related to sales and use tax as it applies to WESTON's Arbitration Association Construction Industry Mediation Rules. The Me- professional services provided under this Agreement. diatorshall hearthe matter and provide an informal opinion and advice,none 22. Severability/Savings. The provisions of this Agreement shall be of which shall be binding upon the parties,but is expected by the parties to deemed severable and the invalidity or unenforceability of any of the help resolve the dispute.Said informal opinion and advice shall be submitted provisions hereof shall not affect the validity and enforceability of the other to the parties within twenty(20)days following written demand for Media- provisions hereof.If any provision of this Agreement is unenforceable,for tion.The Mediator's fee shall be shared equally by the parties. If the dispute any reason whatsoever,such provision shall be appropriately limited and has not been resolved,the matter shall then be submitted to Arbitration in given effect to the extent that it may be enforceable. accordance with Article 19(B)below: 23. Assignment. Neither Parry shall assign,subcontract or otherwise (B) Arbitration transfer this Agreement or any rights or obligations hereunder to a subsid- All claims,counterclaims,disputes and other matters in dispute between iary, successor, affiliate or any thud party,except as expressly provided the parties hereto arising out of or relating to this agreement or the breach herein,without the prior written consent of the other party.Nothing here=- thereof not otherwise resolved in accordance with Article 19(A)hereof shall der shall prevent WESTON from employing such professional associates be decided by Arbitration in accordance with the Construction Industry and consultants as WESTON deems appropriate to assist WESTON in the Arbitration Rules of the American Arbitration Association then obtaining, performance of services hereunder. subject to the limitations and restrictions stated in Article 19(13)(1) and 24. Litigation Services. Regarding litigation in which CLIENT is. Article 19 (B)(2) below. This agreement to so arbitrate and any other named as a party litigant,or if not named as a parry, litigation in which agreement or consent to arbitrate will be specifically enforceable under the CLIENT has an interest,CLIENT may seek the services of WESTON in prevailing arbitration law of any court having jurisdiction. providing testimony as a consultant or as an expert or fact witness regarding- (1) Notice of demand for Arbitration must be filed in writing with the its services in the matter to which its services relate. The fee or billing rate other parties to this Agreement and with the American Arbitration Associa- for such services will be established at the time such services are requested. tion. The demand must be made within a reasonable time after the claim, 25. Governing Law. The interpretation and enforcement of this dispute or other matter in question has arisen. In no event may the demand Agreement is to be governed by and construed in accordance with the law of for Arbitration be made after the time when institution of legal or equitable the Commonwealth of Pennsylvania. proceedings based on such claim,dispute or other matter in question would 26. Entire Agreement. This Agreement represents the entire and be barred by the applicable statute of limitations. integrated Agreement between the Parties and supersedes all other prior (2) All demands for Arbitration and all answering statements thereto negotiations,representations or agreements,either written or oral. which include any monetary claim must contain a statement that the total Any terms and conditions set forth in CLIENT's purchase order, sum or value in controversy as alleged by the parry making such demand or requisition,or othernotice of authorization toproceed are inapplicable to the answering statement is not more than$200,000(exclusive of interest and Work, except when specifically provided for in full on the face of such arbitration costs). The arbitrators will not have jurisdiction, power or purchase order, requisition, or notice in authorization and specifically authority to consider, or make findings (except in denial of their own accepted in writing by WESTON. WESTON's acknowledgement of re- jurisdiction)concerning any claim,counterclaim,dispute or other matter in ceiptofanypumhase order,requisition,noticemauthorizationo WFSTON's question where the amount in controversy thereof is more than$200,000 performance of Work subsequent to receipt thereof does not constitute (exclusive of interest and arbitration costs)or to render a monetary award in acceptance of any terms or conditions other than those set forth herein. response thereto against any parry which totals more than$200,000(exclu- sive of interest and arbitration costs). (3) No Arbitration arising out of or relating to this Agreement may include,by consolidation,joinder or in any other manner, any person or entity who is not a Party to this Agreement. (4) By written consent signed by all the parties to this Agreement and containing a specific reference hereto,the limitations and restrictions con- tained in Article 19(B)(2)and Article 19(B)(3)may be waived in whole or in part as to any claim,counterclaim,dispute or other matter specifically described in such consent. No consent to arbitration of a specifically described claim, counterclaim, dispute or other matter in question will constitute consentto arbitrate any otherclaim,counterclaim,dispute orother 523-5611 RW matter in question which is not specifically described in such consent or in RFW 09-05-002/A-6/91 ©1991 Roy F.Weston,Inc. Page 4 of 4 r/