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STANDARD PROVISIONS
<br />Rate Schedule-
<br />The rates noted in this
<br />proposal
<br />will be good
<br />for a period of one (1) year from the date of
<br />execution of this
<br />proposal by all parties.
<br />Terms — Owner or engineer may also suspend or terminate work as a result of an act of government such as a
<br />declaration or national emergency making work progress impossible.
<br />Indemnification- Consultant agrees to indemnify, defend and save County, officers and employees harmless
<br />from and against any and all losses, claims, demands, liabilities, suits or actions (including expenses and
<br />attorney's fees) which may be asserted or arise against County in favor of any person or persons including the
<br />employees of each party hereto, for any injuries (including death), and any loss of or damage to the Project of
<br />any person or persons (including existing property of the County) caused by or arising out of any occurrence
<br />in any manner connected with Consultant's performance of this Agreement, except when due to the gross
<br />negligence or willful or wanton misconduct of the County. To the extent allowed by law, the County agrees
<br />to indemnify and hold W.F. McCain & Associates, Inc. harmless from any and all claims, causes of action,
<br />arising out of the work of W.F. McCain & Associates, Inc arising out of the work performed or to be
<br />performed by the party with whom W.F. McCain & Associates, Inc is contracting hereunder, or any other
<br />concerning parties' agents, affiliates, subsidiaries or assigns. excepting only such actions, claims or lawsuits
<br />arising out of the gross negligence of W.F. McCain & Associates, Inc, its affiliates, subsidiaries, officers and
<br />employees.
<br />Attorney's Fees -In connection with any litigation arising from the terms of this agreement, the prevailing
<br />party shall be entitled to all costs including reasonable attorney's fees at both the trial and appellate levels.
<br />Hazardous Substances and Conditions -
<br />(a.) Unless stated in the scope of services, it is agreed that the Client does not request the Consultant or
<br />perform any services or to make any determinations involving hazardous substances or conditions, as defined
<br />by federal or state law. If such services are agreed to, Consultant shall not be a custodian, transporter,
<br />handler, arranger, contractor, or remediation expert with respect to hazardous substances and conditions.
<br />Consultant's services will be limited to professional analysis, recommendations, and reporting, including,
<br />when agreed to, plans and specifications for isolation, removal, or remediation.
<br />(b.) The Consultant shall notify the Client of hazardous substances or conditions not contemplated on the
<br />scope of services of which the Consultant actually becomes aware. Upon such notice by the Consultant, the
<br />Consultant will stop affected potions of its services. The parties shall decide if Consultant is to proceed with
<br />testing and evaluation and may enter into further agreements as to the additional scope, fee and terms for such
<br />services.
<br />(c.) If the Consultant's services cannot be performed because of the actual or suspected existence of a
<br />hazardous substance or condition different from that contemplated in the scope of services, the Client shall be
<br />deemed to have substantially failed to perform in accordance with the terms of this Agreement for the purpose
<br />of termination.
<br />(d.) Except to the extent of negligence, if any, on the part of the Consultant in performing services expressly
<br />undertaken in connection with hazardous substances and conditions, the Client agrees to hold harmless,
<br />indemnify, and defend the Consultant from and against any and all claims, losses, damages, liability and cost
<br />in any way arising out or connected with the presence, discharge, release or escape of hazardous substances or
<br />conditions of any kind, or environmental liability of any nature, in any manner related to services of the
<br />Consultant.
<br />Construction Phase Services - If the Consultant's services include the preparation of documents to be used
<br />for construction, the Consultant shall not be responsible for any interpretation of the intent of its documents if
<br />it is not retained and paid for periodic site visits. The Consultant shall have no responsibility for any
<br />contractor's means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs,
<br />or safety practices, nor shall Consultant have any authority or responsibility to stop or direct the work of any
<br />contractor. The Consultant's visits will be for the purpose of endeavoring to provide the Client a greater
<br />degree of confidence that the completed work of its contractors will generally confoto onstruction
<br />Initial WF Initial Client_
<br />PRO Eagle Trace Construction Completion. Final Page 4 of 5
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