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GENERAL CONDITIONS 1-Parties And Scope Of Work: Andersen Andre Consulting Engineers,Inc.(hereinafter For services involving or relating to pollution,it is further agreed that the Client shall referred to as"AACE")shall include said company,its individual professionals,particular indemnify and hold harmless RACE and their consultants,agents and employees from and division, subsidiary or affiliate performing the Work. "Work" means the specific against all claims, damages, losses and expenses, direct and indirect or consequential geotechnical,analytical,testing,environmental or other service to be performed by AACE damages, including but not limited to fees and charges of attorneys and court and as set forth in AACE's proposal,the Client's acceptance thereof,both incorporated herein arbitration costs,arising out of or resulting from the performance of the work by AACE, by this reference,and these General Conditions. "Client"refers to the person or business or claims against AACE arising from the work of others. This indemnification provision entity ordering the Work to be done by RACE. If the client is ordering the Work on behalf extends to claims against AACE which arise out of,are related to,or are based upon,the of another,the Client represents and warrants that the Client is the duly authorized agent of disposal,discharge,escape,release or saturation of vapors, fumes,acids,alkalis, toxic said party for the purpose of ordering and directing said Work. Further,Client shall disclose chemicals,liquids,gases or any other material,irritant,contaminant or pollutant in or into any such agency relationship to AACE in writing before the commencement of AACE's the atmosphere or on,onto,upon,in or into the surface or subsurface. Client's obligation Work hereunder.Client agrees that AACE's professional duties are specifically limited to the to indemnify is limited to$1 million per occurrence,which Client agrees bears a reasonable Work as set forth in AACE's proposal. The Client assumes sole responsibility for commercial relationship to the Work undertaken by AACE.Client further agrees that these determining whether the quantity and the nature of the Work ordered by the Client is general conditions are a part of the Work's specifications or bid documents,if any. adequate and sufficient for the Chenes intended purpose. Client shall communicate these General Conditions to each and every third party to whom the Client transmits any part of 8-Sampling or Testing Location:Unless specifically stated to the contrary,the fees AACE's Work. AACE's Work is for the exclusive use of Client,and its properly disclosed included in this proposal do not include costs associated with professional land surveying principal. In no event shall AACE have any duty or obligation to any third party The of the site or the accurate horizontal and vertical locations of tests. Field tests or boring ordering of Work from RACE shall constitute acceptance of the terms of AACE's proposal locations described in our report or shown on our sketches are based on specific and these General Conditions. information furnished to us by others or estimates made in the field by our technicians. Such dimensions,depths or elevations should be considered as approximations unless 2-Scheduling of Work:If AACE is required to delay commencement of the work,or if, otherwise stated in the report. upon embarking on its work,AACE is required to stop,delay or otherwise interrupt the progress of work as a result of changes in the scope of work requested by the client,to fulfill 9-Sample Handling and Retention Generally test samples or specimens are consumed the requirements of thud parties,interruptions in the progress of construction,or other and/or substantially altered during the conduct of tests and AACE,at its sole discretion, causes beyond the exclusive reasonable control of AACE, additional charges will be will dispose (subject to the following) of any remaining residue immediately upon applicable and payable by the Client. completion of test unless required in writing by the Client to store or otherwise handle the samples. (a)NON HAZARDOUS SAMPLES: At Client's written request,AACE will 3 - Responsibility: AACE's work shall not include determining, supervising, or maintain preservable test samples and specimens or the residue therefrom for thirty(30) implementing the means,methods,techniques,sequences or procedures of construction. days after submission of AACE's report to Client free of storage charges. After the initial RACE shall not be responsible for evaluating, reporting or affecting job conditions 30 days and upon written request,AACE will retain test specimens or samples for a concerning health,safety or welfare. AACE's work or failure to perform same shall not in mutually acceptable storage charge and period of time. (b) HAZARDOUS OR any way excuse any contractor,subcontractor or supplier from performance of its work in POTENTIALLY HAZARDOUS SAMPLES:In the event that samples contain substances accordance with the contract documents. or constituents hazardous or detrimental to human health,safety or the environment as defined by federal, state or local statutes, regulations, or ordinances ("Hazardous 4-Payment:Payment shall be due within 30 days after date of invoice. Interest at the rate Substances"and"Hazardous Constituents",respectively),AACE will,after completion of of 18%per annum(or the highest rate allowable by law)from 30 days after date of invoice testing and at Client's expense:(I)return such samples to Client;(ii)using a manifest signed to date payment is received will be added to all amounts not paid within 30 days after date by Client as generator,will have such samples transported to a location selected by Client of invoice.All attorney fees and expenses associated with collection of past due invoices will for final disposal. Client agrees to pay all costs associated with the storage,transport,and be paid by Client. disposal of such samples. Client recognizes and agrees that AACE is acting as a bailee and at no time does AACE assume title of said waste. 5 - Right-of-Entry- Unless otherwise agreed, Client will furnish right-of-entry on the property for AACE to make the planned borings,surveys,and/or explorations. RACE will 10-Discovery of Unanticipated Hazardous Materials:Hazardous materials or certain take reasonable precautions to minimize damage to the property caused by its equipment and types of hazardous materials may exist at a site where there is no reason to believe they sampling procedures,but the cost of restoration or damage which may result from the could or should be present. AACE and Client agree that the discovery of unanticipated planned operations is not included in the contracted amount. If Chent desires to restore the hazardous materials constitutes a changed condition mandating a renegotiation ofthe scope property to its former condition,AACE will accomplish this and add the cost to its fee. of work or termination of services. RACE and Client also agree that the discovery of unanticipated hazardous materials may make it necessary for AACE to take immediate 6-Damage to Existing Man-made Objects:It shall be the responsibility of the Owner measures to protect health and safety AACE agrees to notify Client as soon as practicable or his duly authorized representative to disclose the presence and accurate location of all should unanticipated hazardous materials orsuspected hazardous materials be encountered. hidden or obscure man-made objects relative to field tests,sampling,or boring locations. Client encourages AACE to take any and all measures that,in AACE's professional opinion, When cautioned,advised or given data in writing that reveal the presence or potential are justified to preserve and protect the health and safety of AACE's personnel and the presence ofunderground oroverground obstructions,such as utilities,AACE will give special public. Client agrees to compensate AACE for the additional cost of working to protect instructions to its field personnel. As evidenced by your acceptance of this proposal,Client employees'and the public's health and safety In addition,Client waives any claim against agrees to defend,indemnify and save harmless AACE from all claims,suits,losses,personal AACE,and agrees to defend,indemnify and save AACE harmless from any claim or injuries,death and property liability resulting from subsurface conditions or damages to liability for injury or loss arising from AACE's discovery of unanticipated hazardous subsurface structures or man made objects,owned by Client or thud parties,occurring in the materials or suspected hazardous materials.Client also agrees to compensate AACE for any performance of the proposed work,whose presence and exact locations were not revealed time spent and expenses incurred by RACE in defense of any such claim,with such to AACE in writing,whether such claims or damages are caused in whole or in part by compensation to be based upon AACE's prevailing fee schedule and expense AACE,and agree to reimburse AACE for expenses in connection with any such claims or reimbursement policy relative to recovery of direct project costs. suits,including reasonable attorney's fees. Client's obligation to indemnify is limited to$1 million per occurrence,which Client agrees bears a reasonable commercial relationship to the 11-Joint and Several Liability-The concept of joint and several liability is basically this: Work undertaken by AACE. Client further agrees that these general conditions area part of When two or more parties are considered responsible for causing injury or damage,anyone the Work's specifications or bid documents,if any of the parties may be made to provide compensation for as much as 100%of the damages assessed. When applied to hazardous materials projects,it is possible that the concept of 7-Warranty and Limitation of Liability-RACE shall perform services for Client in a joint and several liability could be construed to make AACE partly or wholly responsible professional manner,using that degree of care and skill ordinarily exercised by and consistent for damages created directly or indirectly by the hazardous materials. Client agrees that it with the standards of competent consultants practicing in the same or a similar locality as the would be unfair for AACE to be exposed to such an action,because AACE had nothing project. In the event any portion of the services fails to comply with this warranty obligation whatsoever to do with the creation of the hazardous condition. Accordingly,Client waives and AACE is promptly notified in writing prior to one year after completion of such portion any claim against AACE,and agrees to defend,indemnify and save AACE harmless from of the services,AACE will re-perform such portion of the services,or if re-performance is any claim or liability for injury or loss arising from application of a joint and several liability impracticable,AACE will refund the amount of compensation paid to AACE for such concept that would,in any manner,hold or seek to hold AACE responsible for creating a portion of the services. hazardous condition or permitting one to exist. Client also agrees to compensate AACE for any time spent and expenses incurred by AACE in defense of any such claim,with such This warranty is in lieu of all other warranties. No other warranty,expressed or implied, compensation to be based upon AACE's prevailing fee schedule and expense including warranties of merchantability and fitness for a particular purpose is made or reimbursement policy relative to recovery of direct project costs. intended by the proposal for consulting services,by furnishing an oral response of the findings made or by any representations made regarding the services included in this 12-Legaijurisdiction:The parties agree that any actions brought to enforce any provision agreement. In no event shall AACE be liable for any special,indirect, incidental, or of this Agreement shall only be brought in a court of competent jurisdiction located in St. consequential loss or delay or time-related damages. The remedies set forth herein are Lucie County,Florida. All causes of action arising out of AACE's Work shall be deemed exclusive and the total liability of consultant whether in contract,tort(including negligence to have accrued and the applicable statutes of limitation shall commence to run not later whether sole or concurrent),or otherwise arising out of,connected with or resulting from the than either the date of substantial completion of the Work for acts or failures to act services provided pursuant to this Agreement shall not exceed the total fees paid by Client occurring prior to substantial completion,or the date of issuance of final payment for acts or$50,000.00,whichever is greater. Client may,upon written request received within five or failures to act occurring after substantial completion of the Work. days of Client's acceptance hereof,increase the limit of AACE's liability by agreeing to pay AACE an additional sum as agreed in writing prior to the commencement of AACE's 13-Force Majeure:AACE shall not be held responsible for any delay or failure in services. This charge is not to be construed as being a charge for insurance of any type,but performance of any part of this Agreement to the extent such delay or failure is caused by is increased consideration for the greater liability involved. fire, flood,explosion,war, strike,embargo,government requirement, civil or military authority,acts of God,act or omission of subcontractors,carriers,client or other similar causes beyond its control.