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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 remediatlon 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 arrangements 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 /> Client, at the Client's expense, unless other written arrangements have been made.
<br /> INSTRUMENTS OFSERVICE
<br /> Reports, field data, laboratory data, analyses, calculations, estimates, designs, and other documents prepared by GeoDesign, Inc. as
<br /> instruments of service shall remain the property of GeoDesign, Inc. Geoffsign, Inc. will retain pertinent records relating to the services
<br /> performed for a period of ten years following submission of the report. Copies of the Instruments of service will be made available to the
<br /> Cilent on request for a reasonable fee. Reuse of any Instruments of service by the Client on extensions of this protect, or on other protects,
<br /> or otherwise outside the scope of this Agreement, without GeoDesign, Int.'s written permission will be at the Client's risk. Client agrees to
<br /> defend, Indemnify and hold harmless GeoOesign, Inc. from any claims, damages, and expenses arising out of such reuse.
<br /> BILLING AND PAYMENT
<br /> Rifling 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-Y:7Q per month will be added to unpaid accounts due over 30 days. Expenses incurced for liening or collecting
<br /> delinquent amounts Including, but not I(mited to, attorneys' fees, legal costs, and charges for GeoDesign, int.'s staff time shall be paid in
<br /> addition to the delinquent amount.
<br /> TERMINATION OF SERVICES
<br /> This Agreement may be terminated by either party upon at least seven (7) 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 if the failure has been remedied before expiration of the period specified in the written notice. In the event that the Cilent requests
<br /> early tertnlnation of our services, Geofk~sign, Inc reserves the right to complete such analyses and records as are necessary to place its 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 /> Geol~sign, Inc. maintains Worker's Compensation and Employers 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 /> LIMITATION OF LIABILITY .
<br /> Non-professional Liability Gaims: In the performance of this Agreement and subject to the limits, terms, and conditions of property damage
<br /> and public liability coverage, GeoDesign, Inc. agrees to Indemnify and hold Client harmless from GeoDesign, Ines proportional share of
<br /> liability resulting from Its negligence or breach of contras compared to that of other persons or entities which results in damage to Gient.
<br /> GeoDesign, Inc. shall not be responsible for any bss, damage, or liability beyond the amounts, limits, coverage, or conditions of its Insurance
<br /> coverage on the date the claim is made. GeoDesign shall not be responsible for Clients negligence nor the negligence of third parties.
<br /> Professional Liability 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 its recovery from GeoDesign, Inc or its employees due to any and all
<br /> claims of professional negligence and breach of contras arising out of any incident on non-residential projects shall be limited to the
<br /> amount of GeoDesign, Ines fee for the services provided under this Agreement, or SS0,000, whichever is the greater, unless a higher limit
<br /> with commensurate compensation is specifically negotiated. Professorial liability on. residential protects is limited to the amount of
<br /> GeoDesign, Int.'s fee for the services provided under this agreement.
<br /> CONSEQUENTIAL DAMAGES
<br /> Geol~s(gn, 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 misconduct, stns 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 practical,
<br /> and, if not, shall be decided by arbitration (n 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 th(s 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 costs, and other claim-related expenses.
<br /> TIME BAR TO LEGAL ACTION
<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 party.
<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 />
<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 />
<br /> enforceable, and which comes as close as possible to expressing the intent of the original provision.
<br /> DESIGN= GeneralConditions:040203
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