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<br />Brown and Caldwell/Client
<br />Standard Terms and Conditions
<br />I. SCOPE
<br />Brown and Caldwell (BC) agrees to perform the services
<br />described in the scope of work attached heieto which incoi-
<br />potates these terms and conditions. Unless modified in writing
<br />by the parties hereto, the duties of BC shall not be construed to
<br />exceed those services specifically set forth in the proposal.
<br />These terms and condidons and the proposal, when executed by
<br />Client, shall constitute a binding agreement on both parties
<br />(hereinafter the "Agreement").
<br />IV. INDEMNIFICATION
<br />BC agrees to indemnify, defend, and hold Client haunless fcom
<br />and against any liabiliry to the extent ausing out of the negligent
<br />acts, errors or omissions of BC, its agents, employees, or
<br />representatives, in the performance of duties under the
<br />Agreement. Regardless of any other tecm of this Agreement, in
<br />no event shall BC be iesponsible.or liable to the othex for any
<br />incidental, consequential, or other indirect damages.
<br />II. COMPENSATION
<br />Client agrees to pay for the services in Article I in accordance
<br />with the compensation provisions in the proposal. Payrnent to
<br />BC will be xnade within 30 days afres the date of billing. Interest
<br />on the unpaid balance will accrue beginning on the 31st day at
<br />the maximum interest rate permitted by law.
<br />Time-related chazges will be made in accozdance with the billing
<br />rate refesenced in the pioposal or Agxeexnent. Duect expenses
<br />and Subcontractor services shall be billed in accoxdance with the
<br />proposal or compensation exhibit attached to this Agreement.
<br />Othenvise, BC's standard billing rates shall apply.
<br />III. RESPONSIBILITY
<br />STANDARD OF CARE. BC is employed to render a
<br />professional service only, and any payments made by Client are
<br />compensation solely fox such services rendered and
<br />zecommendations made in carrying out the Wotk. BC shall
<br />pexform the services in accordance with generally accepted
<br />engineering practices and standards in effect when the services
<br />are rendered. BC does not expressly or impliedly warrant or
<br />guarantee its services.
<br />RELIANCE UPON INFORMATION PROVIDED BY
<br />OTHERS. If BC's performance of services hexeundex requires
<br />BC to rely on information provided by othei pazties (excepting
<br />BC's subcontractors), BC shall not independendy verify the
<br />validiry, completeness or accuracy of such information unless
<br />otherwise eacpiessly engaged to do so in writing by Client.
<br />In performing consauction management services, BC shall act
<br />as agent of Client. BC's ieview or supervision of.work prepared
<br />or performed by other individuals ox fimis exnployed by Client
<br />shall not relieve those individuals or firms of complete
<br />responsibilitq for the adequacy of their work.
<br />The presence of BC's personnel at a construction site, whether
<br />as on-site xepiesentative, resident engineer or construction
<br />manager, shall be for the sole purpose of dete+Y*++*++ng that the
<br />work is generally proceeding in confoxmance with the intent of
<br />the pxoject specifications and contract documents and dces not
<br />constitute any form of guarantee or assurance with respect to
<br />contractox's performance. BC shall have no responsibility for
<br />the contractor's means, methods, techniques, sequences, for
<br />safety precautions and programs incident to the contractor's
<br />work, or for any failure of contracfor to complq with laws and
<br />zegtilations applicable to pexfoxrnuig its woik.
<br />Y. INSURANCE
<br />BC shall maintain duxing the life of the Agreement the following
<br />minimuxn insuzance:
<br />1. Commercial general liabiliry insurance, including pexsonal
<br />injury liability, blanket conrsactual liabiliry and bxoad form
<br />properry damage liability. The combined single limit for
<br />bodily injury and propertq damage shall be not less than
<br />$1,000,000.
<br />2. Automobile bodily injury and property damage liability
<br />insurance covering owned, non-owned, rented, and hired
<br />cars. The combined single limit for bodily injury and
<br />property damage shall be not less ihan $1,000,000.
<br />3. Statutory worker's compensation and employers'
<br />liability insurance as xequixed by state law.
<br />4. Professional liability insurance with limits of not less than
<br />$1,000,000.
<br />VI. SUBCONTRACTS
<br />BC shall be entided, to the extent determuied to be appsopriate
<br />by BC, to subcontxact any portion of the Work to be pcsforcned
<br />under this Agreement.
<br />VII. ASSIGNMENT
<br />If the authorized scope of work includes construction activities
<br />or the ovexsight of construction, BC may, at its discretion and
<br />upon notice to Client, assign all of its contsactual rights and
<br />obligations with respect to such activities or services to Brown
<br />and Caldwell Constructors, its wholly owned affiliate.
<br />If the authorized scope of woxk requires ptofessional services to
<br />be performed in a jurisdicrion in which BC renders professional
<br />services solely through a locally registexed engineexing affiliate
<br />for purposes of compliance with professional licensing
<br />xequirements in rhat jurisdiction, BC may, in its discretion, upon
<br />nouce to Client, assign its contractual rights and obligations with
<br />respect to such services to such locally registered engineesing
<br />affiliate.
<br />VIII. INTEGRATION
<br />These terms and conditions and the proposal to which they
<br />axe attached xepresent the entire understanding of Client and
<br />BC as to those matters contained herein. No prioi oral or
<br />written understanding shall be of any force or effect with
<br />respect to those matters covered herein. The Agreement may
<br />CL-L-TC (june 30,1999)
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