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WALLACE s'X'{-IHL & ASSOCIATES, INC.
<br /> ENVIRONMENTAL CONSULTING AGREEMENT
<br /> RUSSELL F. CHAPIN, 5R. ("Client") and WALLACE- Klti7'HY, dz ASSOCIATES, INC. ("WKA") agree:
<br /> 1. pRoMSIONAL SERVICPS. WKA will performlf professional services and will receive compensation pursuant to the terms and
<br /> conditions of the attached proposal letter dated 2S.'I A495, which is incorporated herein by reference for the project known its J
<br /> NORTH CARLTON_AVENGE. In performing professional services, WKA shall use that degree of oars and skill ordinarily exercised,
<br /> { under similar circumstances,by reputable members of the engineering and geologic profession practicing under similar conditions at the same
<br /> time and In the same or Similar locality, It is the intent"of WEA td provide services in accordance with applicable laws and regulations.
<br /> Client understands and acknowledges the uncertainty connected with environmental evaluation and agrees that no guarantee or warranty,
<br /> express or implied, is provided. Client recognizes that WKA'a failure to detect the presence of hazardous materials at the site, even though
<br /> ha.mrdous materials maybe assumed or expected to existlF docs not guarantee that hazardous materials are not present at the site, Client also
<br /> recogniim and assumes the risk that sampling through an{unknown contaminated zone may spread contamination to an aquifer, underground
<br /> stream, of other hydrous body not previously contaminated, spreading hazardous materials ofF site. Client acknowledges that nothing can
<br /> be done to prevent such an occurrence and accepts tho.l isk and liability associated with Such an occurrence because such sampling is a
<br /> necessary aspect of the work which WKA will perform'for the Cllent's benefit.
<br /> Client further understands that subsurface conditions beneath the project site may vary from those encountered in borings, surveys or x
<br /> explorationS and that the infortnation and recommendations developed by WKA arc based solely on the information available to it. Any
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<br /> I cXploratron,testing, surveys and analysis associated with"the work will be performed by WKA solely to fulfill the purpose of this Agreement
<br /> and WKA ie not responsible for interpretation by others of the information developed.,
<br /> 2. PAYMENT. WKA will submit invoices for services Rendered on a periodic basis,provided,however,said invoices shall not be submitted
<br /> more frequently than once every 30 days, Invoices shall Ilbe due upon receipt,but shall not lie considered delinquent if paid on or before the
<br /> expiration of 30 days from the date of mailing, If paytricnt is not made, it late payment charge shall be due on the invoice amount at the
<br /> rate of one and onsrhalfper cent(11h%)per month,which is an ANNUAL PERCENTAGE of eighteen percent(18%), on the,unpaid bmlancc '
<br /> from the date of the invoice until paid, In tha avant o£delinquency,Client shall pay the actual cost of collection including,without limitation,
<br /> reasonable attorney's fees.
<br /> 3. RIGHT-OF-ENTRY. Unless otherwise agreed,Client will furnish right-o onlry to WKA to make borings,surveys andfor cxpiomtlons.
<br /> WKA will take reasonableprecautionS to reduce damag"to property. However,Client understands that in the normal course of work some �
<br /> damage may occur and agrees to indemnify and hold WKA
<br /> A harmless from liability for 3such damage including third party liability, if any.
<br /> 4. UTILITIES. WKA well request responsible utility owners to locate off-site fines. Client agrees to be solely responsible for designating
<br /> the locations of all utility lines and subterranean structures within the,property Paries of the project. Client further agrees that WKA will not
<br /> be liable for damage to subterranean structures including!but not limited to,pipes,tanks,conduits,and wires which are not correctly located
<br /> on or off the site. i�
<br /> S, INDEMNIFICATION. Client shall be solely respotistble for and agrees to indemnify,defend and hold WKA harmless from all liability
<br /> for property damage or personal injury incurred, including injury to any other person during the course of the work to be performed under
<br /> this Agreement,cxccpt for gross negligence,intentional iniseonductor fraud by WKA. This lm;ludes,but is not limited to,liability resulting
<br /> from the handling of hazardous materials or hazardous Wastes or any liability whatsoever resulting from services performed in accordance
<br /> with this Agreement for exploration, excavation or remediation or, further, any liability due to Client's failure to comply with the tenni and J
<br /> conditions of this Agreement or delay or failure to act tEhpon WKA's recommendation which results in a violation of law, regulation or any f
<br /> action brought against WKA, except for WKA'a gross i�cgligencc or willful misconduct.
<br /> 6. LIABILITY. WKA carries workers'compensation insuranczand public liability ineuranco for bodily injury and property damage which
<br /> may be suffered by third parties and members of thenblic who arc not covered by the limitation of liability act fortis in Paragraph 7,
<br /> CeAifiearra of coverage will be furnished to Client upon request. WKA assumes the risk of damage caused by its personnel to its auppiiei '
<br /> And equipment, In the event Client desires greater insunnee coverage and directs WKA to take out additional insurance,WKA shall procure
<br /> and mafntaln additional insurance,it procurable,at Client's expense,provided,however,WKA shall not be responsible for property damage a
<br /> and bodily injury resulting from any cause,including bre and explosion, beyond the amount and coverage of WKA's insurance except for
<br /> gross negligence, fraud or willful misconduct by WKk
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