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STANDARD PROVISIONS
<br /> Rate Schedule- The rates noted in this proposal will be good for a period of one ( 1 ) year from the date of
<br /> execution of this 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 WFNIInitial Client _
<br /> PRO Eagle Trace Construction Completion. Final Page 4 ors
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