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TERMS An%,.,;ONDTFIONS OF STANDARD CONS TIN
<br /> 1:AGREEMENT.This agreement made between Advirneed GeoEnvironmWtal(AGE)and Client specified on the reverse of this form shall be construed in accordance
<br /> with and governed by the laws of the state of California-The agreement consists of AGE's offer to provide icansulting services described in the attached proposal(referenced
<br /> on the reverse of this form),subsequen(change orders,and the following terms and conditions.Client accepts this agreement greement by signing and authorizes AGE to proceed
<br /> with the offered services.This agreement supersedes all prior proposals or offerings.The terms and conditions of this agreement arc severable and remaining terms shall
<br /> be unaffected by the invalidity of other terms.-
<br /> 2.STANDARD OF CARE.Client acknowledges that AGFs services will be based on judgement and experience and there are inherentrisks associated with environmental
<br /> projects.AGE will provide these services in accordance with generally accepted practices performed by environmental consultants in the same locale and under similar
<br /> circumstances.No other warranty,expressed or'implied is made.
<br /> 3.CONFIDENTIALTI'Y.AGE%services will be provided on behalf of and for the exclusive use of the Client for the project only.AGE will not make known to others results
<br /> obtained from these services without approval in writing from the Client,except as required by federal,state or local laws.AGE shall have no liability to Client or any third
<br /> party for notifications made in accordance with such laws.
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<br /> 4-COMPENSATION.Charges for services shall be invoiced and paid in accordance with the lump sum price or,fee schedule attached to this agreement or subsequently
<br /> authorized change orders.Invoices will be submitted atleast monthly and shall be paid within ten(10)days of presentation.A one and one-half percent(1 Y2%)surcharge I
<br /> per month shall be added to invoices paid thirty(30)days or more after the invoice date.Should any invoice be`in dispute,only-that portion of•dispute may be held in.
<br /> abeyance until resolved.AGE reserves the right to'suspend or terminate service upon reasonable notice(and coimsidera material breach of this agreement)for the non-
<br /> payment of invoices.The Client shall be responsible for and pay any taxes,license or permit fees,or levies due to any governmental agency in connection with services
<br /> performed under this agreement
<br /> 5.INDEMNIFICATION.Client agrees to indemnify,defend,and hold harmless Consultant and their p'�onnel'againsi all claims,damages,demands,liens,claims of lien,
<br /> losses,actions,or liability of-any kind that-maybe.itr�osed of them,including without limitation,reasonable'attorneys' fees and litigation costs arising out of or in
<br /> connection with(I)any negligent acts,errors,or omissions,or willful misconduct of Client or its personnel in performing the services,(ii)damage to any property of injury
<br /> to or death of any persons resulting from an negligent acts,errors,or nonperformance or breach by Client or its personnel of any of their duties;obligations or representation
<br /> under this Agreement.
<br /> Consultant agrees to indemnify,defend,and hold harness Client and theirpersonnel against all claims,damages,demands,hens,clarets of lien,losses,actions,or liability
<br /> of any kind that may be imposed on them,including without limitation,reasonable attorneys'fees and litigation costs arising out of or in connection with(1)any negligent
<br /> acts,errors,or omissions,or willful misconduct of Consultant or its personnel in performing the services,(ii)damage to any property of injury to or death of any persons
<br /> resulting from an negligent acts,errors,or omissions,or willful misconduct of Consultant or its personnel,andl(iii)'negligent or willful nonprm
<br /> erfoance or breach by .
<br /> Consultant or its personnel of any of their duties,obligations or representations under this Agreement. ;. q
<br /> 6-RIGHT OF ENTRY.Client shall be responsible for and secure right of entry so that AGE may perform all services of this agreement.AGE shall be compensated as an
<br /> extra to this agreement on a time and materials s basis for all charges caused by denied entry after a mutually agreeable time and date have been set.Client acknowledges
<br /> that Client,or the owner of the site if not Client,is now and shall retrain in control of the site during AGE's services at-the site.AGE shall not assume any responsibility I
<br /> or liability-with respect to conditions now existing or hereafter discovered on the site.
<br /> .7.SUBSURFACE EXPLORATION.Client acknowledges and accepts the risks that the use of exploration equipment may damage the Site. AGE shall not be liable for
<br /> any effect,alteration or damage arising out of such explorations.AGE will exercise reasonable efforts to limit damage to.the Site.The cost of restoration ofthe Site because
<br /> of any such damage has not been calculated or included in AGE's fees-AGE will exercise reasonable care in seeking to locate subterranean structures in the vicinityof
<br /> I proposed subsurface explorations at the Site.AGE will contact Underground Alert and review plans or;information about the Site provided by Client.AGE will not.be .
<br /> f responsible for any damage,injury or interference with any subterranean structure,pipe,tank,cable or arty other element or condition if it is not called to AGE's attention M
<br /> prior to commencement of work or if it is not shown,or accurately located,on any.plans"furnished to AGE by Client or by any others.
<br /> S. UNFORESEEN CIRCUMSTANCES. Client represents and warrants that it will provide AGE with Jany and all information known to Client concerning AGE's work f
<br /> at the Site including but not limitedao:(1)the existence or possible existence at,on or under the Site,of any hazardous materials,pollutants.or asbestos as those terms are i
<br /> defined by federal,state and local laws;(2)any condition known to the Client to exist in,on,under,or in the vicinity.}ofihe Site which mightpresent a potential safetyhazard
<br /> ordanger to human health or the environment;and 3 an record ofnonco noncompliance with an federal state or local laws concerning past or entenvironmental conditions
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<br /> at the Site.AGE shall have the right to suspend its work immediately if unanticipated potentially hazardous materials,pollutants or asbestos are encountered during
<br /> performance of services.AGE shall have the tight to terminate this agreement upon written notice to the Client within ten days thereafter unless AGE and the Client agree
<br /> upon a,mutually satisfactory change order to this agreement that includes a revision of the scope and estimated charges of services.
<br /> 9.TERMINATION. This Agreement may be terminated at any time by mutual consent or by notice by either parry in writing. In the event of termination for any reason
<br /> prior to completion of the assignment,Client shall compensate AGE for all work perfoimed prior to such termination in accordance with the Fee Schedule in the Proposa'
<br /> AGE shall have no liability for work completed or misuse of information by others after termination of this agreement.
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<br /> 10.ATTORNEY'S FEES.In the event the parties becomefnvolved in litigation or arbitration with each lother arlsing'out of this Agreement or other performance
<br /> in which the services of an attorney or other expert are reasonably required,the prevailingparty shall be fully compensated for the cost of its participation in suchprr
<br /> including the cost incurred for attorneys'fees and experts'fees. Unless judgment goes by default,:the attorneys'fee award shall not be computed in accordan
<br /> court schedule,but shall be such as to fully reimburse all attorneys'fees actually incurred in good faith,regardless of the size of the j udgment,it being the it
<br /> parties to fully compensate for all attomeys'fees and experts'fees paid or incurred in good faith.
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<br /> 11.NOTICE TO OWNER Under the Mechanic's Lien Law(California Code of Civil Procedure,'Sec.1191 et seq.),any contractor,subcontractor,'
<br /> other person who helps to improve your property,but is not paid for their work/supplies,has a right to enforce a claim against your property. After
<br /> property could be sold by a court officer and the proceeds of the sale used to satisfy the indebtedness. This can happen even if you have paid your
<br /> subcontractors,laborers or suppliers remain unpaid. j
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