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<br /> services. GeoDesign, Inc. will not be responsible for, and will not have control or charge of, specific means, methods, techniques, sequences,
<br /> or procedures of construction or remediation selected by any agent or agreement of the Client, or safety precautions and programs incident
<br /> thereto.
<br /> SAMPLE RETENTION AND DISPOSAL
<br /> Non-hazardous samples will be discarded 60 days after they are obtained unless prior arrangemenu are made to store or deliver the
<br /> samples. Samples containing hazardous materials that are regulated under federal, state, or local environmental laws will be returned to the
<br /> CUent, at the Client's expense, unless otherwritten arrangemenu have been made.
<br /> INSTRUMENTS OF SERVKE
<br /> Reporu, field data, laboratory data, analyses, calculations, estimates, designs, and other documenu prepared by GeoDesign, Inc. as
<br /> instruments of service shall remain the property of GeoDesign, Inc GeoDesign, Inc will retain pertinent records relating to the services
<br /> performed for a period of ten years foilawing submission of the report. Copies of the instrumenu of service will be made available to the
<br /> Client on request for a reasonable fee. Reuse of any instrumenu of service by the Client on extensions of this project, or on other projects,
<br /> or otherwise ouuide the scope of this Agreement, without GeoDesign, Inc.'s written permission will be at the Client's risk. Client agrees to
<br /> defend, indemnify and hold harmless GeoDesign, Inc. from any claims, damages, and expenses arising out of such reuse.
<br /> BILLING AND PAYMENT
<br /> Billing for services will be submitted monthly. Payment is due on receipt of the invoice unless otherwise agreed in writing. A service charge
<br /> of one and one-half percent (1-34lQ per month will be added to unpaid accounts due over 30 days. Expenses incurred for liening or collecting
<br /> delinquent amounu including, but not limited to, attomeyi fees, legal costs, and charges for GeoDesign, Ines staff time shall be paid in
<br /> addition to the delinquent amount
<br /> TERMiNAT10N OF SERVICES
<br /> This Agreement may be terminated by either party upon at leant seven (n days written notice in the event of substantial failure by the other
<br /> party to perform in accordance with the terms and conditions through no fault of the terminating party. Such termination shall not be
<br /> effective ff the failure has been remedied before expiration of the period specified in the written notice. In the event that the Client requests
<br /> early termination of our services, GeoDesign, Inc reserves the right to complete such analyses and records as are necessary to place lu files
<br /> in order and to complete a report on the services performed to date. Charges for these termination activities shall be in addition to all
<br /> charges incurred up to the date of termination.
<br /> INSURANCE
<br /> GeoDesign, Inc maintains Worker's Compensation and Employer's Liability Insurance as required by state laws. GeoDesign, Inc. also
<br /> maintains comprehensive general, auto, professional, and environmental Impairment liability insurance, certificates of which are available on
<br /> request.
<br /> UMITA710N OF LIABILITY
<br /> Non-professional Liability Claims: In the performance of this Agreement and subject to the limiu, terms, and conditions of property damage
<br /> and public liability coverage, GeoOesign, Inc agrees to indemnify and hold Client harmless from GeoDesign, Inc.'s proportional share of
<br /> liability resulting from iu negligence or breach of contras compared to that of other persons or entities which resuhs in damage to Client.
<br /> GeoOesign, Inc shall not be responsible for arty loss, damage, or liability beyond the amounts, limiu, coverage, or conditions of its insurance
<br /> coverage on the date the claim is made. GeoDesign shall not be responsible for Client's negligence nor the negligence of third parties.
<br /> Professional Uability Claims: Inconsideration of relative opportunities for financial reward from this projes for the parties to this
<br /> Agreement, Client agrees that the maximum aggregate amount of iu recovery from GeoDeslgn, Inc or iu employees due to any and all
<br /> claims of professional negligence and breach of contract arising out of any incident on non-residential projess shall be limited to the
<br /> amount of GeoDesign, Ines fee for the services provided under this Agreement, or 550,000, whichever is the greater, unless a higher limit
<br /> with commensurate compensation is specifically negotiated. Professional liability on residential projess is limited to the amount of
<br /> GeoDesign, Ines fee for the services provided under this agreement.
<br /> CONSEQUENTULL DAMAGES
<br /> GeoDesign, Inc. shall not be liable for consequential damages, including loss of use or loss of profits, or indirect damages, regardless of
<br /> whether such claim is based upon alleged breach of contract, willful miscondus, stris liability, breach of warranty or negligent as, error or
<br /> omission, whether professional or nonprofessional.
<br /> DISPUTES
<br /> Any dispute, controversy, or claim arising out of or relating to this Agreement, or breach thereof, shall be referred to mediation, if prasical,
<br /> and, if not, shall be decided by arbitration in accordance with the then-most current rules of the American Arbitration Association, unless the
<br /> parties mutually agree otherwise. The law of the State of Oregon will govern the validity and execution of this Agreement and the
<br /> disposition of any claims related to this Agreement. The prevailing party in any arbitration or litigation concerning this Agreement will be
<br /> entitled to recover reasonable attorneys' fees, legal cosu, and other claim-related expenses.
<br /> TIME BAIT TO U:GAL ACT10N
<br /> Legal anions by either party against the other for breach of this Agreement, or for failure to perform in accordance with the applicable
<br /> standard of care, shall be barred three years after the time Claimant knew or should have known of any damage, or six years after
<br /> substantial completion of GeoDesign' services, whichever is earlier.
<br /> ASSIGNS
<br /> Neither the Client nor GeoDesign, Inc may delegate, assign, sublet, or transfer the duties, interests, or responsibilities set forth in this
<br /> Agreement to other entities without the written consent of the other parry.
<br /> SURVIVAL
<br /> These terms and conditions shall survive the completion of the services under the Agreement and the termination of the Agreement for any
<br /> cause.
<br /> SEVERABILITY
<br /> Any element of this Agreement later held to violate a law or regulation shall be deemed void, and remaining provisions shall continue in
<br /> force. Client and GeoDesign, Inc. shall in good faith attempt to replace any invalid or unenforceable provision with one that is valid and
<br /> enforceable, and which comes as close as possible to expressing the intent of the original provision.
<br /> ~D~~ G N= GeneralConditions:040203
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