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Aug 1511 03:34p Gold River Orchards 20M47.6806 p.5
<br /> Contract 1117:RoWriver Orchards SS/NLS Page 2
<br /> August 12,2011
<br /> Section 8:Disputes
<br /> 8.1 All disputes between Consultant and Client are subject to mediation.Either party may demand mediation by serving a written notice stating the
<br /> essential nature of the dispute,the amount of time or money ctaimed,and requiring that the matter be mediated within 45 days of service of notice.
<br /> 8.2 No action or suit may be commenced unless the mediation did not occur within 45 days after service of notice;or mediation occurred but does
<br /> not resolve the dispute:or a statute of limitation would elapse if suit was not filed prior to 45 days after service o1 notice.
<br /> 8.3 This Agreement will be construed in accordance with and governed by the laws of the State of California. Unless the parties agree otherwise,
<br /> any mediation or other legal proceeding will occur in San Joaquin County.
<br /> 8A Any applicable statute of limitations will be deemed to commence running on the earlier of the date of substantial completion of Consultant's
<br /> Services under this Agreement or the date on which daiment knew,or should have known,of facts giving rise to its claims.
<br /> Section 9:Standard of Care
<br /> 9.1 Service performed by the Consultant under this agreement will be conducted in a manner consistent with the level of care end skill ordinarily
<br /> exercised by members of the profession currently practicing under similar conditions. No other warranty,expressed or implied,is made.
<br /> 92 The Client recognizes that conditions may vary from those encountered at the location where borings,survey,explorations,or sampling were
<br /> performed by the Consultant and that the data,interpolations,Arid recommendations of the Consultant are based solely on the information avar'table
<br /> to Consultant. Often many different levels of investigation are available,where more exhaustive Investigations yield more information and reduce the
<br /> possibility of error but nscessarliy involve greater cost. Client has considered the current scope of work and determined that Client does not want or
<br /> need a greater level of service than that being provided.
<br /> 9.3 Consultant shall not be responsible for the Interpretation by others of the data,interpolations,and recommendations developed by Consultant.
<br /> 9.4 Client acknowledges that Projects that include hazardous or toxic materials and/or Investigations of chemicals in the environment involve
<br /> inherent uncertainties,such as limitations on laboratory analytical methods and variations in subsurface conditions.Such uncertainties may
<br /> adversely affect a Project's results,even though the Services are performed with skill and care.
<br /> 9.5 The investigation,characterization and investigation of hazardous wastes involve technologies which are rapidly evolving.Existing stateof•ihe-
<br /> art technologies are often new and untried,and future technologies may supersede current techniques.in addition,standards for Investigation,
<br /> including statutes and regulations,change with time.Client understands that Consultant's recommendations must be based upon current
<br /> technologies and standards and may differ from the recommendations that might be made at a later time.
<br /> Section 10:Limitation of Liability
<br /> 10.1 Client agrees to limit the ConsuftaM's liability to Client and all contractors and subcontractors on the project arising from the Consultant's
<br /> professional acts,errors,or omissions,such that the total aggregate liability of the Consultant to all those named shall not exceed 55,000 or the
<br /> Consultant's total fee for the services rendered on this project,whichever is less. Client further agrees to require of the contractor and contractor's
<br /> subcontractors an identical limitation of the Consultant's fiabisty for damages suffered by the contractor or subcontractors arising from the
<br /> Consultant's professional acts,errors,or omissions. Neither the contractor nor any subcontractor assumes any liability for damage to others which
<br /> may arise on account of the Consultant's professional acts,errors,or omissions.
<br /> 10.2 Consultant is not responsible for the means,methods,techniques or sequences used by Contractor during the performance of the Work.
<br /> Consultant will not supervise or direct Contractor's Work,nor be liable for any failure of Contractor to complete Its Work in accordance with the
<br /> Contract Documents or with applicable laws and regufations.Client understands and agrees that Contractor,and not Consultarn,has sole
<br /> responsibility for the safety of persons and propertyatthe project site during investigation.
<br /> 10.3 Tests performed by Consultant on finished Work or Work in progress are taken Intermittently and indicate the general acceptability of the
<br /> Work.Consultant's tests and observation of the Work are not a guarantee of the quality of other parties'work and do not relieve other parties from
<br /> their responsibility to perform their work in accordance with applicable plans,specifications and requirements.
<br /> 10.4 Chard will indemnify and hold harmless Consultant from and against any and all losses to the extent caused by the negligence of Client,its
<br /> employees,agents and contractors.In addition,except to the extent caused by Consultant's sole negligence,Client expressly agrees to defend,
<br /> indemnify and hofd hamnless Consultant from and against any and all losses arising from or related to the existence,disposal,release,discharge,
<br /> treatment or transportation of Hazardous Materials,or the exposure of any person to Hazardous Materials,or the degradation of the environment
<br /> due to the presence,discharge,disposal,release of or exposure 10 Hazardous Material.
<br /> 10.5 Client expressly agrees to defend,indemnify and hold harmless Consultant from and against any and all losses arising from or related to
<br /> requirements imposed on the Ckern,project site,or County project application by local,County,State,or federal agencies as a result of
<br /> Consultant's Work. Client expressly agrees to defend,indemnity and hold harmless Consuhant from and against any and all losses arising from or
<br /> related to true or perceived changes in property value or salability as a result of Consuffant's Work.On request,Consultant will provide Client with a
<br /> copy of any report for review prior to submitting the report to such agencies for review.
<br /> 10.6 Consultant Is not liable to Client for any failure to perform or delay In performance due to circumstances beyond Consultant's control,Including
<br /> adverse weather conditions,delays in transportation,or Inability to obtain material and equipment in the open market.
<br /> Section 11:Termination
<br /> 12.1 This agreement may be terminated by either party upon seven(7)days written notice in the event of substantial failure by the other party to
<br /> perform in accordance with the terns thereof. Such termination shall not be effective if that substantial failure has been readied before expiration
<br /> of the period specified in the written notice. In the event of termination,the Coisuhant shall be paid for services performed to the date the
<br /> termination notice was received,as well as any outstanding laboratory or other services which cannot be canceled,plus reasonable expenses
<br /> associated with terminating the project.
<br /> Section 12:Assigns
<br /> 13.1 Neither the Client nor the Consultant may delegate,assign,sublet,or transfer Ms duties or Interest In this agreement without the written
<br /> consent of the other party,with the exception of subcontractors retained by the Consultant io perform portions M the project.
<br /> Section 13:Special Contract Terms
<br /> 14.1 This agreement shall become effective on the final date signed and shall run continuous for a period of 12 months uriess terminated by either
<br /> party as set forth by conditions of Section 12.
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