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12/05/2003 17:14 FAX 209 9461 0
<br /> 12020
<br /> KLEINFEIAER,INC,GENERAL CONDITIONS(PROFESSIONAL SERVICES)
<br /> 1. Servkes. TfciS Agmemenl a enlaced Info between Client antl Kleinielder,Inc(°Consugant�wherein Client ergegq Gmaulard a provide profenianal services('Servim5'In
<br /> connection with the pmjcd dasated in Ne proposal(^PrOJeCf)G which these General Conditions are a0echad. Clkrd agrees that seNn7es riot spedflelry di s ribq In the Snipe of
<br /> Services Identified in Consultant's proposal are flat Included In The Scope of Services described by Carol This Agreement, Including the proposal,Nese General Conditions,
<br /> Conauhanth Addenda end Fee Sprectle,repzesenoa the entire Agreement beM+ean the parties and supersedes any and all agreements between the parfin,either oral w In writing,
<br /> inducing any purchase orwork order issued by COSICL
<br /> 2. Pavmatt Client shall pay invoices upon recall Invokes not paid within thirty(30)days of the Invote data shall be subject to a Is!*payment fee of ty,%per month from he dale
<br /> of Invelee.Additionally,Consultant may,upon two(5)calendar days'notics,to Cllant,suspend sl services unfil paid In fug and Trey temminateNe Agraemera.
<br /> - 3. Prov 'gda Wadae It is Chent's legal responslUlry 0 determine WVrP r the Projadl IS memo under prevailing wage regulatoru, union Clent specfgcally Imdrms COnsutant In
<br /> Writing that the Project is a prevailing Wage project atm Is IdenVdeh as such in Consultant's Scope of Services,Client agrees to na mbumes Consultant and to defend,Indemnity and hold
<br /> harmless Consultand from and against any liability,Including oasts,that and attomeys'fees,mauling from a Subsequent detemz modmn that the Project was covered under prevailing
<br /> wage mgulalJons,
<br /> 4. Wank Product Services provided tinder this Agreement including all rePods,Informegon,recommendations.or opinions("Reports")prepared Or Issued by Consultant are forthe
<br /> eudusive use and bsneCtol Gent or Its aged in connection with the Project,are not intended to inform,gulde m otherwise k*gnce any abhor orttlea or Pomona lvitn respect b any
<br /> particular business transactions,and should not be relied upon by any entities OF persons other had Clem or gs agents for Ary purpose othorthan the Project Client will not dislrlbule or
<br /> convey such Reports to any Other persons or entities wghorl Consultants pdorwddl'n consent which shoal hududa a rase of Carsultant from leanly and indemn'ike ire by the third
<br /> part. Cansullants Reports,boring logs,maps, field data,drawings, test results and other work products are part or Consun2rtt's pr Wakinal services,do cwt constitute goods c
<br /> products and are copyrighted works Of consultant Howarer such copyright Is not intended to limit the Client's use of its work product In contraction wdh the Project
<br /> 5. Standard of Care. Canwultant wig salve to perform the Services 0 a rrennsr consistent with that level of Pte and Skil ordinarily exercised by members,of the Consultants
<br /> prof ion pmotidng In the sane brolly under spoiler circumstances at the tine the services aro performed. This Agreement cleans no other representation,womanly or guararuee,
<br /> aupreas or implied.
<br /> 8. llmitauon of Liabhrmr. Consultors;patedlai Ibsbigty to Crant ant others IS grossly dlairoportfonate W Consultants To due to the size,scope,and vakre of ft Pmjeol, Therefore,
<br /> unless Client antl C(imunnt otherwise agree In wrio g In consideration for an Increase th Corwuhanfs fee,Client Including Its dimetars,officers, padnam, employees, agents,
<br /> contractors and thea respective assigns, agree to Omit Consolzepfs liability (wh*sr arising from contract statutory violation or hut) to the greater of;25,0110 or the anwunt of
<br /> C instriant'S fee.This httlretun of liability shad apply to all Phases of Services performed In connection with this project whether subsequent to or prior to the execution Of this
<br /> A"Onrant In no avant shad Consullant W Cable formrwaquemial,indclanta)Orspecial damages.
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<br /> 7. Consfmr4len Observafien. If Inoludad in N Services,Consultants Services during aonsauclon,shall be Moiled to observation and testing of oonsbucion operations.Consulianl
<br /> shalinotbe mSpamibm for constant or izinn rive inspection of the work,the meas and methods ofurnAlucdan of the safny Pmceduras employed by Clienr'S contractor. Pstownance
<br /> Of construction observatbn$am=dace not constiWle a warranty or guarantee of any type,since even with dflgent Observation,aama construction defects,deficiencies or omeaons in
<br /> the Cozdracof's work may occur. Client shell hold its contactor sdely responsible for the dualty and complotcn ofths Project Including construction in accordance with the mishucten
<br /> documents.ts. Any duty hereunder Is for the sole benefit of the Chem and not for ary Thad party,Including the collector or any subararoeWr. Client or Its designees,shag notify
<br /> Cdnalelrant at I asttweny-four(24)hours In advance of any field tests and observations required by Ma construction docummis.
<br /> Cl. Cedilkar long Consultant Shall sign ca dfigUons only if(a)CanSdtent apprwas the form of such cimUko fon pnor to the commencement of Services, lb)Such crtrClan is
<br /> iris uded in Consutanors Services, (c)the rartgoation a limited b a staterenl of professional canton and dm nor crrrSgWe s wemany or guarantee,express cr cat ca. Any
<br /> cardfioagpn shall not mllave any entity of Ile obligations.
<br /> S. %MVIN. All Samples shall mmaln Ne property of the Client Client shalt prompty,at Its cos( remove and lawfully diapese of samples,wrings and haaardcus mafadalS, If
<br /> approprade,Consldtartshail preserve samples obtained no Inger than shy(50)days after its issuance of any document that Incudes the dela obtained from Nose samples. After that
<br /> data,Consultant may dispose of the samples or ratdm than to CI!ent at Chinfs cost
<br /> 10. CIIeM Resoonslhgldes. Cham shag bear sola reaponslblly for(a)jobaile safety;(b)ratifying third parties including any govemmental agency Or prospective pure hossr,of the
<br /> existence of any he2ardous or dangerous materials located in or around the Pr*ar ata;and (c) provlifirg and updating Consultant with accurate Wornaimn regarding exJnrg
<br /> conditionsmctudbig the axisence of hazardous or dangerotrs malerme,proposed Project site uses,the tamed location of Pool property boundaries,any change In project char,and
<br /> ail subsuda®Installations,such as pipes,tanks, cables and fatties within the Project site. Client shag actual wh all requests by Consultant indudIng obtaining penNssron for
<br /> seem bs the Prcjed site.Client releases Consultant from gabllly`Or any incorrect advice,judgment or deCtsion Owed an diamrate infornatlm furnished Cry Client or others. It
<br /> reasonable prer-eutons will be holdo uats to ereventforweeaole badly tnpry or deaf,Is persons mulling from a materiel pr avb5tara,including hazardous materiels,encountered on
<br /> the site,Conswill shell immediately stop work In Via ablated area and report Vile condition 10 Clan,
<br /> 11. Elactrorilglisda. Beacom dale stored on elecbantc media can deteriorate ucdemaed or be rmdlnad without Consultants knowledge,the Client accepts respertabWy for he
<br /> compkianess or madablgy of the electionl;media alter an accmdance period of 30 days from dielvery of the decmnw files
<br /> 12. Indemnification. To the Mtast extent penndad by law, Client including AS direcdm,of eem,Partners,srripPyees,agent,contractors and their rehpscilve anigns.agrees to
<br /> indemnify,defend,and hob harmless Consullanf,lis direcbre,officers,employees and auhcgmtracrom from and against all claims,Ilabdly,damages,or expanses("claims')snklng out
<br /> of,in connection with ar m athig to any alleged act faelm to Sof,Or Other council of Consultant including but not limited 10,ClalmS alleging the negligence crather fault of Consultant
<br /> but specifcaily excepting Claims arising out of Cbmirani's soul negligence or willful misconduct Client shall Indemnify Consultant even if Client Is tradlally or wholly without fault tar
<br /> such Claims -
<br /> 13. Cl aoude ResoludoJr The pertles shalt attempt resolution of any dispute arising under or related to this Agreement by mediation. Notwithstanding the foregoing,In the event of
<br /> Client zwWWrAwt.Consultant may,at its sok option,waive mediatbn. Ether party may demand medatan by Serving a written tides,an the other party stating the witenVa return of
<br /> Ne dispute.The mediation shall be eOnductad in accordance with the AAA Continuation Industry Mediation Rules than in offset wMln fart'{we(45)days from the service of matte.The
<br /> parties Shall share the fees equally. If mediation folk,either Party may insVhle Itigatian in the stale or bill court Of the county in whit Consultant's office Waiting the proposal is
<br /> orated. The prev"hg pedy shall be endged to effome}a'hes,coat,including made Awned In the mecaton and axis Of enforcement or any judgmenL The parties oxpms*waive
<br /> any 56h1e at limitations for a tango?period Of time and agme that any action shall be brought within ane year from the date of Consulhdrt'S&nal invoice.The parries expressly waive any
<br /> and all rights to a trial by jury h any action,proceedirg or xurdero lm brought by ether of the partite against the other with raspet rn any mafmr misting to,arising out of or in am way
<br /> connectedwlth_IhisAgreertalt
<br /> T4. Chanced Condiflms.tf ctsing the course of Womance a:tins 40r9emen!conditions Or dmurnsnances are discovered whroh ware not wrmmplated by Cweatem at Ibe
<br /> xmmasemenlof W4 Agmemerd,Consulientshaii rode/Client of the newsy diacbvemU conditions or dramwlandas,and Client and Consupantshai fenegogate,In geed faith,the lemw
<br /> and conditions of this Agreement If an-ended urns and conditions condi be agreed upon within Nidy(30)days alar notice,Cansulam may terminate this Agreement and Consultant
<br /> shall is paid forits samoes through the dabs of temdnation.
<br /> 15. Govern ng Law The 2w9 of the State roam the Agreement was entered into Shea govern inedomtabun of this Agreement, V any term Is deemed unenforceable,the rana nder of
<br /> the Agreement shat stay in fun Lorca and affect
<br /> 16. Additional Previsions Neither party may asslpn he Inher^.st In bhle Agra-marc without the prior writen consent of the other. Any modifay,don d this Agreement will be affective
<br /> only if it Is In writing signed by the Party to be bound,except that If Consultant has performed services In ral ante on Clients verbal approval to PIOCwd,Client shall be bound by soon
<br /> verbal approval, One or mare Waivers of any term condition or covenant by e1Ner pang anon Attire cenanued as a waNer et any other term,andlton or covenant Thls Agreement may
<br /> be signed In counterpart.
<br /> Copyright 2003 Kleinfecor,Inc, -
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<br /> L Gt ;v r.ur.W ' '� by
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