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<br />NEITHER PARTY SHALL BE RESPONSIBLE TO TI'
<br />. INCOME, PROFITS, FINA...'1CING OR REPUT A TIO!\
<br />
<br />THER FOR ANY CONSEQUENTIAL, ECONOMIC OR INC. .>lTA!. DAMAGES (INCLUDING LOSS OF USE,
<br />ISING OUT OF OR RELATING TO THIS AGREEMENT.
<br />
<br />9. SITE RESPONSIBILITY. LAWs services do not include supervision or direction of the means. methods or actual work of contractor(s) not retained by LAW. The
<br />presence of LA Ws representative will not relieve the contractor(s) of its responsibility to perform the work in accordance with the plans and specifications. Client agrees that the
<br />contractor(s) will be solely responsible for working conditions on the job site, including security and safety during perfonnance of the work, and compliance with Client safety
<br />requirements and OSHA regulations. It is agreed that LAW will not be responsible for job or site safety or security on the project. other than for LAWs employees, and that LAW does not
<br />have the duty or right to stop the work of others.
<br />
<br />10. SITE OPERATIONS. Client will arrange for right-of-entry to the property and will execute any necessary site access agreement. Client shall provide LAW with an
<br />accurate description of the job site, all available site infonnation, and all documents deemed necessary by LAW. Unless otherwise stated in the proposal, Client will be responsible
<br />for establishing test or boring locations. Field tests or boring locations described in LAWs report or shown on sketches are based on specific information furnished by others or estimates
<br />made in the field by LA W's personnel. Such dimensions. depths or elevations are approximations. Unless otherwise stated in the Proposal, LAWs charges do not include costs of
<br />restoration of damage \"hich may result from the Services. LAW is not responsible for any damage or loss due to undisclosed or unknown surface or subsurface conditions owned by
<br />Client or third parties, except to the extent such damage or loss is a result of LAWs negligence. Client agrees, for the additional consideration of S 1.00, to indemnify LAW, its directors,
<br />officers, employees, agents and subcontractors, from any such claims, suits or losses, including related reasonable attorney's fees and costs, to the extent the losses are not caused by
<br />LAW's negligence.
<br />
<br />II. CLIENT DISCLOSURE. Client agrees to advise LAW upon execution of this Agreement of any hazardous substance or any condition, known or that reasonably should be
<br />known by Client, existing in, on, or near the site that presents a potential danger to human health, the environment, or LAW's equipment. Client agrees to provide LAW such infonnation
<br />as it becomes available to Client. LAW does not assume control of or responsibility for the site or the person(s) in charge of the site, or undertake responsibility for reporting to any federal.
<br />state or local public agencies any conditions at the site that may present a potential danger to public health, safety or the environment. Client agrees to notify the appropriate federal, state
<br />or local public agencies as required by law, or otherwise to disclose in a timely manner, any information that may be necessary to prevent damage to human health, safety, or the
<br />environment. Client acknowledges that LAW may be required to make such disclosures if Client fails to do so, and agrees to hold LAW harmless for any such disclosure.
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<br />12. TERl'UNATION. Either party may terminate this Agreement without cause upon 14 days' prior written notice. In such event, Client shall take possession of the premises
<br />and the materials and equipment paid for and belonging to Client. and LAW shall be paid for all Services perfonned to the date of termination. In the event Client requests tennination,
<br />LAW shall also be paid all reasonable costs incurred in project close out. This Agreement will terminate automatically upon the insolvency of Client.
<br />
<br />13. TESTIMONY. Should LAW or any LAW employee be requested or compelled by law to provide testimony or other evidence by any party in relation to the Services,
<br />and LAW is not a party to the dispute, LAW shall be compensated by Client for LAWs preparations, document retrieval, document reproduction and testimony at appropriate unit
<br />rates. LAW shall provide expert witness testimony pertaining to any Services at premium rates of 1.5 times LAW's standard rates. Client agrees to provide reasonable travel,
<br />lodging and meal expenses as required.
<br />
<br />14. YEAR 2000 COMPLIANCE. Unless expressly provided for in LAW's Proposal, the Services do not include assessment of year 2000 ("Y2K") compliance and the absence
<br />of any observations or recommendations with regard to Y2K compliance in LAW's reports should not be constructed to indicate that any building system component is Y2K compliant. If
<br />the Services include Y2K compliance issues, the parties understand and agree that LAWs Services do not include any warranty, certification or guarantee that the systems evaluated by
<br />LAW are Y2K compliant and/or will function properly with regard to the processing of Y2K and beyond dates. Client agrees to hold LAW harmless from any and all claims arising from
<br />such failures, including the claims of third parties and attorney's fees and costs.
<br />
<br />15. FORCE MAJEURE. LAW shall not be liable for damages due to delay or failure to perfonn any obligation under this Agreement if such delay or failure results from
<br />circumstances beyond the control of LA W. In the event of such a force majeure, the time for LAW's perfonnance shall be extended for the duration of the force majeure event. In no event
<br />shall any Client internal computer failure related to the processing of Year 2000 and beyond dates qualify as an event of force majeure. This provision shall not excuse Client's obligation
<br />to make payments when due.
<br />
<br />16. UNANTICIPATED CONDITIONS. Should LAW encounter conditions at any site which were not reasonably anticipated or which increase the risk involved in LAW's
<br />completion of Services. upon notice to Client, LAW in its sole discretion may: a) continue with the Services to completion; b) suspend activities and prepare a Change Order Request
<br />prior to proceeding; or c) terminate all Services. Such termination shall not be a breach of this Agreement by LAW.
<br />
<br />17. OPINIONS OF COST. If included in the Proposal, LAW will provide opinions of costs for installation of materials, remediation or construction based upon LAW's
<br />experience on similar projects. However, such opinions are intended to provide information on the magnitude of such costs and are not intended for use in finn budgeting or
<br />negotiation unless specifically agreed otherwise in advance in writing by LAW. Client understands the actual cost of work depends on many factors beyond LAW's control and
<br />may vary significantly from LAW's estimate.
<br />
<br />18. PRIORITY OVER FORM AGREEMENTSIPURCHASE ORDERS. The Parties agree that the provisions of this Agreement shall control and govern over any orders,
<br />such as Purchase Orders or Work Orders or other form writings issued or signed by the parties ("Orders"), and that such fonns may be issued by Client to LAW without altering the tenns
<br />hereof, regardless of any contrary language appearing on the Order.
<br />
<br />19. GOVERNING LAW. This Agreement shall be governed by the laws of the state of Georgia. The parties each had an opportunity to review and negotiate this Agreement and
<br />this Agreement shall not be construed more strictly against one party as drafter.
<br />
<br />20. SURVIVAL. All provisions of this Agreement for indemnity, limitation of liability, document control or allocation of responsibility or liability between Client and LAW shall
<br />survive the completion of the Services and/or the termination of this Agreement.
<br />
<br />21. SEVERABILITY. In the event any part of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect. and the invalid
<br />or unenforceable provision shall be interpreted and enforced as closely as possible to the intent of the parties.
<br />
<br />22. ASSIGNMENT. This Agreement may not be assigned by either party without the prior written pennission of the other. Client acknowledges that LAW may subcontract
<br />portions of the Services to its affiliated companies and/or utilize employees of its affiliated companies in perfonning the Services, without prior Client approval.
<br />
<br />23. INTEGRATION. This Agreement. the Proposal and the Proposal's attachments constitute the entire Agreement between the parties and can only be changed by a written
<br />instrument signed by the parties.
<br />
<br />24. CONSIDERATION. The parties agree the charges for LAW's Services are sufficiently adjusted to include any specific consideration payable to Client under these terms and
<br />conditions.
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<br />25. ATIORNEY A\JTHORITY.
<br />to these tenns and conditi~ '
<br />, . .
<br />.". ~....
<br />J
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<br />If LA W is being retained by Client's counsel, such counsel represents that he/she has the authority to bind, and hereby expressly binds, Client
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<br />'2000
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<br />ACC
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<br />PAS. Revised by MCS 4/19/99
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