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conditions may change by the time project construction occurs and clarification, adjustments, modifications and other
<br /> changes may be necessary to reflect changed field or other conditions. If the scope of services pursuant to this
<br /> agreement does not include compaction testing services by consultant for this project, or if subsequent to this
<br /> agreement client retains other persons or entitles to provide such compaction testing services, client acknowledges
<br /> that such staking services will be performed by others and that client will defend, indemnify, and hold consultant
<br /> harmless from any and all claims arising from or resulting from the performance of such compaction testing services
<br /> by other persons or entities except claims caused by the sole negligence or willful misconduct of consultant; and from
<br /> any and all claims arising from or resulting from clarifications, adjustments, modifications or other changes which
<br /> may be necessary to reflect changed field or other conditions except claims caused by the sole negligence or willful
<br /> misconduct of consultant.
<br /> 26. Client shall pay the costs of checking and inspections fees, zoning and annexations applications fees, assessment fees,
<br /> soils engineering fees, soils testing fees, aerial topography fees, and all other fees, permits, bond premiums, title
<br /> company charges, blueprints and reproductions, and all other charges not specifically covered by the terms of this
<br /> agreement.
<br /> 27. Consultant is not responsible for delay caused by activities or factors beyond consultant's reasonable control,
<br /> including but not limited to, delays by reasons of strikes, lockouts, work slowdowns or stoppages, accidents, acts of
<br /> God, failure of client to furnish timely information or approve or disapprove of consultant's services or work product
<br /> promptly, faulty performance by client or other contractors or governmental agencies. When such delays beyond
<br /> ". consultant's reasonable control occur, client agrees consultant is not responsible in damages nor shall consultant be
<br /> - agreement.in dstfault of
<br /> 20: CoasuYtant4 1#NiDfl iba dasY�s/ resulting from the actions or inactions of governmental agencies including,
<br /> but not limited to pexmit processing, MWirosmental impact reports, dedications, pplan and aama�idma04
<br /> builtIMS
<br /> zoning matters, annexations or consolidations, use or conditional use permits, project or plan approvals. and
<br /> maintain in good standing all govarnmantal
<br /> permits. The client agrees that it is the responsibility of the client to
<br /> approvals and permits and to apply for any extensions thereof.
<br /> 29. In the event that client institutes a suit against consultant, either directly by complaint or by way of cross-
<br /> complaint, including a cross-complaint for indemnity for alleged negligence, error, omission, or other failure to
<br /> perform, and if client fails to obtain a judgment in client's favor, the lawsuit is dismissed, or if judgment is
<br /> rendered for consultant, client agrees to pay consultant all costs of defense, including attorneys' fees, expert witness
<br /> fees, court costs, and any and all other expenses of defense. Client agrees such payments shall be made immediately
<br /> following dismissal of the case or upon entry of judgment.
<br /> 30. If any action at law or equity, including an action for declaratory relief, is brought to enforce or interpret the
<br /> provisions of this agreement, the prevailing party shall be entitled to reasonable attorneys' few, which fess may be
<br /> set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief
<br /> to which he may be entitled-
<br /> 31. Client agrees that in the event client institutes litigation to enforce or interpret the provisions of this agreement,
<br /> such litigation is to be brought and adjudicated in the appropriate court in the county in which consultant's Principal
<br /> place of business is located, and client waives the right to bring, try or remove such litigation to any other county
<br /> or judicial district.
<br /> 32. Consultant makq.00 representation concerning the estimated quantities and probable costs made in connection with maps,
<br /> plans, specifications, reports or drawings other than that all such costs are estimates only and actual costs will vary.
<br /> It is the responsibility of.client to verify costs. es.includin but not
<br /> 33. Client acknowledges that Consultant is not responsible for the performance of wok by-tbird.parti 9,
<br /> limited to, the construction contractor and its subcontractors.
<br /> 34. Consultant makes no warranty, either expressed or implied, as to his findings, recommendations,-Plans, pecifigsttio4a11
<br /> or professional advice except that the service or,work product.were performed pursuant to generally accepted stastdards
<br /> or practice in effect at the time of Performance.'
<br /> 35. Estimates of land areas provided under this agreement are not to be considered precise.unless consultant specifically
<br /> agrees to provide the precise determination of such areas.
<br /> authorize
<br /> 36. In the event the client agrees to, permits, d, constructs or Permits construction of changes in the plans,
<br /> specifications, and documents or dove not follow recomasndations or reports prepared by consultant pursuant to this
<br /> agreement, which changes are not consented to in writing by consultant, client acknowledges that the changes and their
<br /> effects are not-_the responsibility of consultant and client agrees.to release
<br /> i arisitg,;esum the
<br /> me of such.changes and further agrees. to defend, indemnify and hold .
<br /> int pl. # n.:gtr.sstt"Vlore"3A#*,i�1,� ►.r .�
<br /> •. hatmlesii i7Cmi1i4ltE`r'� e�iisrsi�dla�etonsr Pries pini .-,�.�
<br /> damages or costs arising from the changes and their effects.
<br /> 37. Client acknowledges that the design services performed pursuant to this agreement are :based upon field and.otber
<br /> conditions existing at the time or preparation of consultant's services. Client further acknowledged that field and
<br /> other conditions may change by the time project construction occurs and clarification, adjustments, modifications,
<br /> discrepancies or other changes may be necessary to reflect changed field or other conditions. If the sc ape of services
<br /> pursuant to this agreement does not include on-site construction review, construction management, Peru
<br /> isionconstruction of engineering structures, or other construction sof
<br /> upervision for.thls ProjKt. or if subsequent to this
<br /> agreement client retains other persons or entities to prove such services, client acknowledges that such services will .
<br /> be performed by Others and client will defend, indemnify and hold consultant harmless from any and all cisims•arising
<br /> from or resulting from the performance of such services by other persons or entities except claims caused by Us sole
<br /> negligence or willful misconduct or consultant; and from any and all claims arising from or resulting free
<br /> clarifications, adjustments, modifications, discrepancies or other changes necessary to reflect changed field or other
<br /> conditions, except claims caused by the sole negligence or willful misconduct of consultant.
<br /> 38. Client agrees that in accordance with generally accepted construction practices, construction contractor will be
<br /> required to segues sole and complete responsibility for job site conditions during the course of construction of the
<br /> project, including all safety of all persons and property;. that this requirement shall be made to apply continuously
<br /> Page3 of4(7/'93) THE TWINING LABORATORIES,INC.
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