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ATTACHMENT A
<br />STANDARD TERMS AND CONDITIONS
<br />1. STANDARD OF CARE. The Services shall be performed with the
<br />professional skill and care ordinarily provided by competent engineers
<br />practicing under the same or similar circumstances and professional
<br />license. The Services are not subject to, and CAI cannot provide, any
<br />warranty or guarantee, express or implied, including warranties or
<br />guarantees contained in any uniform commercial code, work
<br />authorization, requisition, or notice, except as provided herein.
<br />2. CHANGE OF SCOPE. The scope of Services set forth in any
<br />Proposal is based on facts known at the time of execution of the
<br />Proposal, including, if applicable, Client Data (defined below). As the
<br />Project progresses, facts discovered, including, but not limited to, site
<br />conditions or the existence of differing subsurface or physical conditions,
<br />may indicate that the scope, pricing, or other terms must be redefined,
<br />and the parties shall reasonably cooperate to equitably adjust the scope,
<br />pricing, or terms of this Agreement accordingly.
<br />3. SAFETY. CAI has established and maintains corporate programs
<br />and procedures for the safety of its employees. Unless included as part
<br />of the Services, CAI specifically disclaims any authority or responsibility
<br />for general job site safety and safety of persons other than CAI
<br />employees.
<br />4. DELAYS. The Services shall be performed expeditiously as is
<br />prudent considering the ordinary professional skill and care of a
<br />competent engineer. Where CAI is prevented from completing any part
<br />of the Services within the schedule provided under the Agreement due
<br />to delay beyond its reasonable control, the schedule will be extended in
<br />an amount of time equal to the time lost due to such delay so long as CAI
<br />provides written explanation of the delay to Client. Except with regard to
<br />payment of any amounts due CAI from any Services, neither party shall
<br />be liable to the other for any delays or failure to act, due to unforeseeable
<br />causes reasonably beyond the control of the party claiming such
<br />circumstances.
<br />5. TERMINATION/SUSPENSION. Either party may terminate this
<br />Agreement upon thirty (30) days written notice to the other party. In the
<br />event of termination, Client shall pay CAI for all Services, including profit
<br />relating thereto, rendered prior to termination, plus any expenses of
<br />termination. In the event either party defaults in its obligations under this
<br />Agreement (including Client's obligation to make the payments required
<br />hereunder), the non -defaulting party may suspend performance under
<br />this Agreement. In the event of a suspension of Services, CAI shall have
<br />no liability to the Client for delay or damage caused the Client because
<br />of such suspension of Services. Before resuming Services. CAI shall be
<br />paid all sums due prior to suspension and any expenses incurred in the
<br />interruption and resumption of CAI's Services CAI's fees for the
<br />remaining Services and the time schedules shall be equitably adjusted.
<br />Obligations under this Agreement, which by their nature would continue
<br />beyond the suspension or termination of this Agreement (e.g.,
<br />indemnification), shall survive such suspension or termination.
<br />6. RELATIONSHIP WITH CONTRACTORS I REVIEW. CAI shall
<br />serve as Client's professional representative for the Services, and may
<br />make recommendations to Client concerning actions relating to Client's
<br />contractors, but CAI specifically disclaims any authority to direct or
<br />supervise the means, methods, techniques, security or safety activities,
<br />personnel, compliance, sequences, or procedures of construction
<br />selected by Client's contractors. For Projects involving bid preparation,
<br />CAI may supply standard contract forms, templates, or other documents
<br />that will be executed between the Client and contractor(s). It is the
<br />Client's responsibility to review those documents and to obtain legal
<br />advice thereto. For Projects involving construction, Client acknowledges
<br />that under generally accepted professional practice, interpretations of
<br />construction documents in the field are normally required, and that
<br />performance of construction -related services by the design professional
<br />for the Project permits errors or omissions to be identified and corrected
<br />at comparatively low cost. Evaluations of Client's budget for construction
<br />and estimates prepared by CAI represent CATs judgment as a design
<br />professional. It is recognized, however, that neither CAI nor Client have
<br />control over the cost of labor, materials, or equipment, the contractor's
<br />methods of determining bid prices, or competitive bidding, market, or
<br />negotiating conditions. Accordingly, CAI cannot and does not warrant or
<br />represent that bids or negotiated prices will not vary from Client's budget
<br />or from any estimate of costs prepared or agreed to by CAI. Client
<br />agrees to hold CAI harmless from any claims resulting from performance
<br />of construction -related services by persons other than CAI and CAI shall
<br />not be responsible for the contractor's failure to perform the Work in
<br />accordance with the requirements of the Contract Documents. In
<br />fulfilling its duties pursuant to the Agreement, Client permits CAI to elect
<br />to subcontract to others certain tasks in its scope of Services.
<br />7. INSURANCE. CAI will maintain insurance coverage for
<br />Professional Liability, Commercial Liability, Auto, and Workers'
<br />Compensation in amounts in accordance with legal and business
<br />requirements. Certificates evidencing such coverage will be provided to
<br />Client upon request. For Projects involving construction, Client agrees
<br />to require its construction contractor, if any, to include CAI as an
<br />additional insured on its policies relating to the Project. CAI's coverages
<br />referenced above shall, in such case, be excess over any contractor's
<br />primary coverage. Client shall require its construction contractor to
<br />include CAI as an indemnitee under any indemnification obligation of
<br />contractor to Client to the fullest extent allowed by law.
<br />8. SITE CONDITIONS. Hazardous, archaeological, paleontological,
<br />cultural, biological, or other materials, protected resources, unknown
<br />underground facilities, or other conditions ("Conditions") may exist at a
<br />site where there is no reason to believe they could or should be present.
<br />CAI and Client agree that the discovery of unanticipated Conditions
<br />constitutes a changed condition that may mandate a renegotiation of the
<br />scope of Services. CAI will notify Client should unanticipated Conditions
<br />be encountered. Client acknowledges and agrees that it retains title to
<br />all Conditions existing on the site and shall report to the appropriate
<br />public agencies, as required, any Conditions at the site that may present
<br />a potential danger to the public health, safety, or the environment. Client
<br />shall execute any manifests in connection with avoidance, containment,
<br />transportation, storage, or disposal of Conditions resulting from the site.
<br />9. INDEMNITY. CAI shall indemnify Client from and against liability
<br />for damage to the extent that the damage is actually caused by or results
<br />from an act of negligence, intentional tort, intellectual property
<br />infringement, or failure to pay a subcontractor or supplier committed by
<br />CAI, CAI's agent, or another entity over which CAI exercises control.
<br />10. LIMITATION OF LIABILITY. Client agrees that, to the fullest
<br />extent permitted by law, CAI's total liability to Client for any and all
<br />injuries, claims, losses, expenses or damages whatsoever arising out of
<br />or in any way related to the Project or this Agreement from any causes
<br />including, but not limited to, CAI's negligence, errors, omissions, strict
<br />liability, or breach of contract, and whether claimed directly or by way of
<br />contribution, shall not exceed the total compensation received by CAI for
<br />the relevant work authorization or proposal under this Agreement. If
<br />Client desires a limit of liability greater than that provided above, Client
<br />and CAI shall include in Part III of this Agreement the amount of such
<br />limit and the additional compensation to be paid to CAI for assumption of
<br />Such additional risk. PURSUANT TO F.S. 558.0035,
<br />AN EMPLOYEE OR AGENT OF CAI MAY
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