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WESTON GENERA[.TERNS AND CONDITIONS(cot, d1 event CLIENT desires such records to be maintained for an additional which the sum or value in controversy excaads $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)oftimeforthestorage fee applieableunderWESTON's appeal,andjudgmantmaybeenteredttponitinany court havingjttrisdiction current commercial rates. thereof. 16. Services. It is understood and agreed that the services or W c:k 20. No Third Party Beneficiary.WESTON's services are performed performedunder Agreetnentate not subjectto any provision of my 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.Medlation/Asbiq'ation. All disputes berweenmeParoesansingout 21.SalesandUseTax.CI.7ENTandWESTONbelievethatWESTON's of this Agreement shall be resolved by submission to Mediation end professional services provided to CLIENT under Agreement aro not subject Arbitration as described below: tosalesand use tax.Pending afmal ruling by appropriate tax authorities with (A) Mediation respect to the imposition of a State Sales and Use Tax applicable to The parties shall attempt in good faith to mediate such dispute and use WESTON'sprofessional serrioas,CLIENT acknowledges thattliecibliga- their best efforts to reach agmement on the matters in dispute. Afterawritten 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 faces of 1s CLIENT'sobliganOn as purchaser,CLIENT agrees topav such Laic%and the dispute,and within Lon(10)days from the date of delivery of the demand, usetax znd'nembyWeases,indemnlfcs and holds WESTONharmless from the miner shall be submitted to Mediation in accordance with the American ivy and all claims related to yaks and use tax as It applies to'R'ESTON's Arbitration Association Construction Industry Mediation Rules. The Me- professional services provided under this Agreement diator shall hearthemarterandprovide=informal opinion andadviee,none Z2. Saverab111ty/Savings. The provisions of this Agreement sball 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 shell besubtwRed prmisiong hereof shall not affect the valldiry and enforceability of the other to the parties within twenty(20)days following written demand for Media- provisions hereof.If any provision of this Agretmtnt is uneoforrxahle,for tion.The Medlatoi sfee Shell be shared equallyby thepardes. Ifthedispute any reason whatsoever,such provision shall be appropriately limited and hat not been resolved,the matter shall than be submitted to Arbitration in given effect to the extent that it may be enforceable, accordance with Article 19(B)below; 23. Assignment Neither Party shall assign,subcontract or otherwise (B) Arbitration Q4mafar this Agreement or any rights or obligations hereunder to a subsid All claims,counterclaims,disputes and other matters in dispute between iary,successor, &%Lata or any thud patty, 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 hereon- thereof not otherwise resolved in accordance with Article 19(A)bereofshall der shall prevent WESTON from employing such professional associates be decided by Arbitration in accordance with the Construction Wdustry and consultants as WESTON deems appropriate to assist WESTON in the Arbitration Rules of the American Arbitration Association then obtaining, parformanu of services hereunder. subsea to the limitations and restrictions stated in Article 19 (11)(1)and 24. Litigation Sarvlces. Regarding htigatlon in which CLIENT is Article 19 (B)(2) below. This agreement to so arbitrate and any other named as a parry litigant, or it sot named as a party,litigation In which agreement or consent to arbitrate will be specifically enforceable under the CLIENT has an interest CLIENT may seek the sarvices of WESTON in prevailing arbitration law of any court having jurisdiction. providing testimmny,as a consultant or as an expert or fact witness regarding (1) Noire 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. non. The demand must be made within a reasonable time after the claim, 25. Governing Law. The h t rpretadom and enfomemant of this dispute or other matter in question has arisen. In no avant 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 basad on such claim,dispute or other matter in question would 26. Entire Agvaams aL This Agreement represenu the entire no 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 theirm negotiations,representations or agreements,either written or oral. which include any monetary claim must contain a statement that the total Any terms and conditions am forth in CLIENT'S purchase order, sum or value In coc=versy as alleged by the party making such demand or requisition,or other notice of authorization topr000edaramapplicabietoths 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 or 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- judsdiction)concerning any claim,counterclaim,dispute or other matter in ccipt of my purchase order,requitmot%notice or authorization or WESTON's question where the amount in controverry thereof is more than$200,000 permrmanoe of Work subsequent to receipt thereof does not constitute (exclusive of interest and arbitration costs)or to render amonetary award in aceaptance of any terms or conditions other than those set forth herein response thereto against any parry which totals morn than$200,000(exclu- sive of interest and arbitration costs). (3) No Arbitration arlsmg our of or relating to this Agreement may include, by consolidation,joinder or in my other manner. any person of entity who is not a Parry to this Agreement (4) By written consent signed by all the parties to this Agreement and conslhing a specific reference hereto,the limitations and restrictions con- tained in Article 19(8)(2)and Article 190(3)may be waived in whole or in part as to any claim, counterclaim, dispute or other matter specifically described in such eonaeot No consent to arbitration of a specifically described claim, counterclaim, dispute or other matter in question will s constitute eoaentio arbitrate anyotherclaim,counterclaim,disputeorother 523-3611 %w,.sw s..amsna.a tatter In question which is not specifically described in such consent or in RFW 09.05.00VA-6,91 f5 1991 Rol'F.W einon,Inc. Page 4 of 4