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AACE GENERAL CONDITIONS I - Parties And Scope Of Work: Andersen Andre Consulting Engineers, Inc. (hereinafter referred to as "AACE") shall include said company-, its individual professionals, particular division, subsidiary or affiliate performing the \X%ork. "\Rork" means the specific geoteclunical, analytical, testing, envirommental or other service to be performed by AACE as set forth in AACE's proposal, the Client's acceptance thereof, both incorporated herein by tltis reference, and these General Conditions. "Client" refers to the person or business entity ordering the Work to be done by RACE. If the client is ordering the Work on behalf of another, the Client represents and warrants that the Client is the dilly authorized agent of said party for the purpose of ordering and directing said Work. Further, Client shall disclose any such agency relationship to .LACE in writing before the commencement of AACE's Work hereunder. Client agrees that AACE's professional duties are specifically linnited to the Work as set forth in AACE's proposal. The Client assumes sole responsibility for determining a-hether the quantity and the nature of the Work ordered by the Client is adequate and sufficient for rhe Client's intended purpose. Client shall communicate these General Conditions to each and every third party to whom the Client transmits any part. of AACE's Work. AACE's Work is for the exclusive use of Client, and its properly disclosed principal. In no event shall AACE have any duty or obligation to any third party. The ordering of Work from RACE shall constitute acceptance of the terms of AACE's proposal and these General Conditions. 2 - Scheduling of Work: If RACE is required to delay conumencentent of the work, or if, upon embarking on its work, RACE 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 the requirements of third parties, interruptions in the progress of construction, or other causes beyond the exclusive reasonable control of RACE, additional charges will be applicable and payable by the Client. 3 - Responsibility: AACE's work shall not include determ ning, supervising, or implementing the means, methods, techniques, sequences or procedures of constriction. AACE shall not be responsible for evaluating, reporting or affecting job conditions concerning health, safety or welfare. AACE's work or failure to pecform same shall not in any way excuse any contractor, subcontractor or supplier from performance of its work in accordance a-ith the contract documents. 4 - Payment: Payment shall be due within 30 clays after date of invoice. Interest at the rate of 18° per annum (or the highest rate allowable by hnv) from 30 days after date of invoice to date payment is received will be added to all amounts not paid within 30 days after date of invoice. All attorney fees and expenses associated with collection of past due invoices will be paid by Client. 5 - Right -of -Entry: Unless otherwise agreed, Client will furnish right -of -entry on the property for _RACE to make the planned borings, surveys, and/or explorations. AACE will take reasonable precautions to minimize damage to the property caused bvits equipment and sampling procedures, but the cost of restoration or damage which may result from the planned operations is not included in the contracted amount. If Client desires to restore the property to its former condition, RACE will accomplish this and add the cost to its fee. 6 - Damage to Existing Man-made Objects: It shall be the responsibility of the Owner or his duly authorized representative to disclose the presence and accurate location of all hidden or obscure man-made objects relative to field tests, sampling, or boring locations. When cautioned, advised or given data in writing that reveal the presence or potential presence of undergrounnd or overground obstructions, such as utilities, AACE will give special instructions to its field personnel. As evidenced by your acceptance of this proposal, Client agrees to defend, indemrnify and save harmless RACE from all claims, suits, losses, personal injuries, death and property liability resulting from subsurface conditions or damages to subsurface structures or mar made objects, owned by Client or thud parties, occurring in the performance of the proposed work, whose presence and exact locations were not revealed to LACE in writing, whether such claims or damages are caused in whole or in part by RACE, and agree to reimburse AACE for expenses in connection with any such claims or suits, including reasonable attorney's fees. Client's obligation to indemnify is limited to $1 million per ocemreuce,which Client agrees bears a reasonable commercial relationship to the V"ork uundettaken by _RACE. Client further agrees that these general conditions are a pat of the Work's specifications or bid documents, if any. 7 - Warranty and Limitation of Liability: AACE shall perform services for Client in a professional mariner, using that degree of care and skill ordinarilyexerc1sed by and consistent with the standards of competent consultants practicing in the same or a sirnilar locality as the project. In the event any portion of the services fails to cornnply with this warranty obligation and AACE is promptly notified in writing pn:ior to one year after connpletion of such portion of the services, AACE will re -perforin such portion of the services, or if re -performance is impracticable, RACE will refund the amount of compensation paid to TACE for such portion of the services. This warranty is in lieu of all other warranties. No other warranty-, expressed or implied, Including warranties of merchantability and fitness for a particular purpose is made or 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 agreement. In no event shall RACE be liable for any special, indirect, incidental, or consequential loss or delay or time -related damages. The remedies set forth herein are exclusive and the total liability of coustiltant whether in contract, tort (including negligence whether sole or concurrent), or otherwise arisingout of, connected with or resulting from the services provided pursuant to this Agreement shall not exceed the total fees paid by Client or $50,000.00, whichever is greater. Client may, upon written request received within five days of Client's acceptance hereof, increase the limit of AACE's liability by agreeing to pay RACE an additional stmn as agreed in writing prior to the commencement of AACE's services. This charge is not to be construed as being a charge for insurance of any type, but is increased consideration for the greater liability involved. For services involving or relating to pollution, it is further agreed that the Client shall indemnifymidhold harmless RACE and their consultants, agents and employees from and against all claims, damages, losses arid expenses, direct and indirect or consequential damages, including but not limited to fees and charges of attorneys and court and arbitration costs, arising out of or resulting from the performance of the work by RACE, or claims against RACE arising from the work of others. This indemnification provision extends to claims against AACE wh ch arise out of, are related to, or are based upon, the disposal, discharge, escape, release or saturation of vapors, fumes, acids, alkalis, toxic chemicals, liquids, gases or any other material, irritant, contaminant or pollutant in or into the atmosphere or on, onto, upon, in or into the surface or subsurface. Client's obligation to indemnify is limited to $1 million per occurrence, which Client agrees bears a reasonable commercialrelationslniptothe\W'OrkumdertakenbvAACE. Client firdneragreesthat these general conditions area part of the W'ork's specifications or bid documents, if any. 8 - Sampling or Testing Location: Unless specifically, stated to the contrary, the fees included in this proposal do not include costs associated with professional land surveying of the site or the accurate horizontal and vertical locations of tests. Field tests or boning locations described in our report or shown on our sketches are based on specific 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 otherwise stated in the report. 9 - Sample Handling and Retention : Generally test sarnples or specimens are consumed and/or substantially altered during the conduct of tests and RACE, at its sole discretion, will dispose (subject to the following) of any remaining residue immediately upon 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, A -ACE will maintain preservable test samples and specimens or the residue therefrom for thirty (30) days after submission of AACE's report to Client free of storage charges. After the initial 30 days and upon written request, RACE will retaun test specimens or samples for a mutually acceptable storage charge and period of time. (b) HAZARDOUS OR POTENTLALLl HAZARDOUS SAitiiPLES: In tlhe event that samples contain substances or constituents hazardous or detrimental to hurman health, safety or the envirorinneat as defined by federal, state or local statutes, regulations, or ordinances ("Hazardous Substances" and "Hazardous Constituents", respectively), MACE will, after completion of testing and at Client's expense: (1) return such samples to Client; (i) using a mannifest signed by Client as generator, will have such sannples transported to a location selected by Client for final disposal. Client agrees to pay all costs associated with the storage, transport, and disposal of such samples. Client recognizes and agrees that RACE is acting as a bailee and at no time does RACE assume title of said waste. 10 - Discovery of Unanticipated Hazardous Materials: Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe they could or should be present. RACE and Client agree that tlne discovery of unanticipated hazardous materials coils titu tes a changed condition mandating a renegotiation of the scope of work or termination of services. RACE and Client also agree that the discovery of unanticipated hazardous materials may make it necessary for RACE to take immediate measures to protect health and safety. RACE agrees to notify Client as soon as practicable should uuianticipated hazardous materials or suspected hazardous materials be encountered. Client enncourages RACE to take any and all measures that, in AACE's professional opinion, are justified to preserve and protect the health and safety of AACE's personnel and the public. Client agrees to compensate RACE for the additional cost of working to protect ennployees' and the public's health and safety. In addition, Client waives any clairm against LACE, and agrees to defend, indemnity and save AACE harmless from any claim or liability for injury or loss arising from AACE's discovery of unanticipated hazardous materials or suspected hazardous materials. Client also agrees to compensate RACE for any- time spent and expenses inured by RACE in defense of any such claim, with such compensation to be based upon AACE's prevailing fee schedule and expense reimbursement policy relative to recover of direct project costs. 11- Joint and Several Liability: The concept of joint and several liability is basically this: When two or more patties are considered responsible for causing injury or damage, any one of the parties may be made to provide compensation for as much as 100% of the damages assessed. \W'hen applied to hazardous materials projects, it is possible that the concept of joint and several liability could be construed to make AACE pally- or wholly responsible for damages created directly or indneetly by the hazardous materials. Client agrees that it would be unfair for RACE to be exposed to such an action, because AACE bad nothing whatsoever to do with the creation of the hazardous condition. Accordingly, Client waives any claim against RACE, and agrees to defend, indemnify and save TACE harmless from any claim or liability for injury or loss arising from application of a joint and several liability concept that would, inn any manner, hold or seek to hold RACE responsible for creating a hazardous condition or permitting one to exist. Client also agrees to compensate RACE for any time spent aid expenses incurred by RACE in defense of any such claim, with such compensation to be based upon AACE's prevailing fee schedule and expense reimbursement policy relative to recovery of direct project costs. 12 - Legal Jurisdiction: The parties agree that any actions brought to enforce any provision of this Agreement shall or& be brought in a court of competent jurisdiction located in St. Lucie County, Florida. All causes of action wising out of AACE's Work shall be deemed to have accrued and the applicable statutes of limitation shall commence to min not later than either the date of substantial completion of the \W%ork for acts or failures to act occurring prior to substantial completion, or the, date of issuance of final payment for acts or failures to act occurring after substantial completion of the Work. 13 - Force Majeure: RACE shall not be held responsible for any delay or failure in performance of ally part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, acts of God, act or omission of subcontractors, carriers, client or other sinilar causes beyond its control.