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CTE CAL, INC. STANDARD TERMS & CONDITIONS 1. SCOPE OF AGREEMENT: CTE CAL's written proposal along with these Terms and Conditions contain the entire agreement ("Agreement") between CTE CAL and its client ("Client') relating to the project and the services provided by CTE CAL for the project. Client may negotiate the modification or elimination of any of these Terms and Conditions with CTE CAL prior to signing the Agreement. By signing the Agreement and/or agreeing to receive CTE CAL's services as described in the proposal, Client agrees to be bound by these Standard Terms and Conditions. Client agrees that it has been provided a copy of, read, and agrees to these Standard Terms and Conditions. Any prior discussions, negotiations, or representations not expressly set forth in the written proposal and these Terms and Conditions are not part of the agreement. CTE CAL requires that all modifications to the scope of the proposal and these Standard Terms and Conditions be in writing and signed by both CTE CAL and Client. CTE CAL's lack of enforcement of any term, condition, or covenant shall not constitute a waiver of any such unenforced term, condition, or covenant, or CTE CAL's right to insist upon future strict compliance with these Standard Terms and Conditions. If any term, condition, or covenant of these Standard Terms and Conditions is held to be invalid, void, or unenforceable, the remaining provisions of these Standard Terms and Conditions shall be valid and binding on CTE CAL. 2. PAYMENT TERMS: CTE CAL shall submit monthly invoices for the work performed on the project to Client, and said invoices shall be due and payable upon receipt. No retention shall be held by Client. Client agrees that failure to timely pay these invoices is a material breach of the agreement. Client agrees that upon its failure to timely pay CTE CAL invoices, CTE CAL may suspend its work pending payment, and may elect to terminate without penalty the contract under which Client did not timely tender payment for services rendered. Client agrees that the periodic invoices are presumed to be correct, conclusive, and binding on Client unless Client notifies CTE CAL in writing of alleged inaccuracies, discrepancies, or errors in the billing within ten (10) days after receipt of such invoices. Client agrees to pay a late charge of 1-1/2% per month on the unpaid balance commencing thirty (30) days after receipt of an invoice. In the event of any increase in the hourly rates charged for its testing, inspection, or engineering services specified by this agreement, CTE CAL shall provide 30 days advance notice to Client of any such increase. Client shall have two (2) weeks in which to object to the increase, and any failure to timely object shall constitute an acceptance of the increase. 3. CHANGES IN SCOPE OF WORK: Client agrees that if it requests incidental or additional services not specified by the written proposal, twill pay CTE CAL for such services based upon CTE CAL's customary hourly or unit price rates for said testing, inspection, and engineering. In the event that changes are made to the plans and specifications for the project or Client modifies or alters the scope of its work, CTE CAL shall be entitled to additional compensation to the extent that the change increases CTE CAL's testing, inspection, or engineering services, or the duration of CTE CAL's performance. 4. TIME: Client agrees that time is of the essence in connection with CTE CAL's services, and that an extension or delay to CTE CAL's performance duration shall result in increased costs to CTE CAL. Client further agrees that any CTE CAL extended performance duration or delay beyond that specified by the written proposal, and if none is specified by the proposal, by the initial approved construction schedule, shall justify additional compensation to CTE CAL. Said additional compensation shall be based upon CTE CAL's customary hourly, daily, or monthly rates or unit prices for its testing, inspection, and/or engineering services. 5. PROJECT DELAY: CTE CAL is not responsible for project delay or damages resulting therefrom caused in whole or part by the activities of Client, contractor, or its subcontractors, or governmental agencies, or by factors beyond CTE CAL's reasonable control, including but not limited to, delays caused by reason of strikes, accidents, acts of God, weather, or failure of Client to furnish timely information or approval of CTE CAL's work. CTE CAL shall not be responsible for any delays caused by the actions and/or omissions of governmental agencies including but not limited to the processing of building permits or Environmental Impact Reports. CTE CAL shall only act as an advisor to its Client on any governmental relations or approvals. 6. OWNERSHIP OF WORK -PRODUCT: All documents, papers, drawings, testing data, or other work -product prepared by CTE CAL, and copies thereof, shall remain the property of CTE CAL and may not be used by Client or other third parties without CTE CAL's express written consent. In the event that Client fails to pay CTE CAL for the services rendered, Client agrees to return all documents, papers, drawings, testing data, or other work -product prepared by CTE CAL and not to use, lend, or otherwise authorize the use of said documents without CTE CAL's written consent. 7. MUTUAL COOPERATION: CTE CAL and Client agree to cooperate with each other in every way necessary in order to effectuate the intent of this Agreement. Client shall make available to CTE CAL all information regarding existing and proposed conditions at the site, including but not limited to plot plans, topographic surveys, hydrographic data, and soil data including borings, field and laboratory tests, and written reports. Client shall provide and/or ensure that free access is provided to the site for all necessary equipment and personnel. 8. WARRANTY: CTE CAL warrants that it and its professionals are property licensed to perform the services rendered. Client understands and agrees that CTE CAL does not guarantee the completion, quality of work performed by others on the project, or that the construction work complies with the specifications, plans or building codes. CTE CAL makes no warranty, either express or implied, to its findings, recommendations, testing or engineering results, or professional advice except that its testing, inspection, and/or engineering work was performed pursuant to generally accepted engineering standards within the industry in effect at the time of performance and within the geographic location in which the work was performed. CTE CAL makes no representations concerning the nature of any subsurface soil condition unless specifically provided in writing. s. EXCLUSION OF IMPLIED WARRANTIES. There are NO IMPLIED WARRANTIES OF MERCHANTABILITY and NO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE included with any products or materials incorporated into and/or utilized in connection with work performed by CTE CAL. CTE CAL expressly disclaims all IMPLIED WARRANTIES OF MERCANTABILITY and WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. 10. USE OF FINALIZEDIAPPROVED DOCUMENTS: Client agrees not to use or permit the use by any other entity, any plans, drawings, or other construction documents prepared by CTE CAL which are not signed by CTE CAL or finalized. Client agrees to be liable and responsible for any such unauthorized use of unsigned plans, documents, or other construction documents not signed by CTE CAL and waives all rights and claims against CTE CAL for their unauthorized use. 11. NO FIELD DIRECTION: Client understands that CTE CAL's field personnel provide technical assistance to Client at the project site, and that CTE CAL will not perform construction supervision, construction management, or otherwise direct or oversee construction or the work. Client shall inform all contractors and subcontractors that CTE CAL is providing technical assistance and is not directing the work. 12. CONSTRUCTION STAKING: In the event that any construction staking provided by CTE CAL is destroyed, damaged, or disturbed by Client, the contractor, its subcontractors, an act of God or any other party other than CTE CAL, the cost of re -staking shall be paid for by Client as extrawork. 13. SAFETY: Client agrees that in accordance with the generally accepted industry standards and practices, the construction contractor will assume sole and complete responsibility for job site conditions during the course of construction of the project, including safety of all persons and property, that this responsibility shall apply continuously and not limited to normal work hours, and that Client agrees to defend, indemnify, and hold CTE CAL harmless from any and all liability, loss, or damage, real or alleged, in connection with accidents or injury on this project except to the extent caused by the sole negligence or willful misconduct of CTECAL. 14. PROFESSIONAL LIABILITY: CTE CAL agrees to perform its testing, inspection, and/or engineering services in accordance with the written proposal, these Standard Terms and Conditions, and the custom and practice in the industry in place at the time the services were rendered, and in the geographic local in which the work was performed. Client understands and agrees that CTE CAL performs testing and inspection services upon request by Client, and that unless Client specifically notifies CTE CAL that particular testing and inspection is required, CTE CAL assumes no responsibility to insure that any particular testing or inspection services are needed or performed. Client agrees to limit CTE CAL's liability to Client and to all contractors and subcontractors on the project, in total, due to alleged professional negligence, CTE CAL's acts, errors, or omissions, and breaches of contract, to the sum of Ten Thousand Dollars ($10,000) or CTE CAL's total invoiced and paid fee on the project, whichever is greater. 15. CHOICE OF LAWNENUE/DISPUTES: The Agreement between CTE CAL and its Client shall be governed by and construed in accordance with the laws of the State of California. CTE CAL and Client agree that any such action arising out of the services provided by CTE CAL shall be brought in the Superior Court of the State of California, County of San Diego. REV 10.2017 kb