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Version 11-30-98
<br /> Terms of Proposal
<br /> Bolton & Menk, Inc.
<br /> (Continued)
<br /> H. Construction Phase Services:If construction phase engineering or staking services are included in this Proposal
<br /> or subsequently authorized,Client is notified that BMI is not be responsible for means,methods,techniques or
<br /> procedures of construction selected by any contractor employed on the project nor for the safety precautions or
<br /> programs incident to the work of any contractor.
<br /> I. Ownership and Alteration of Documents: All documents,including reports,specifications,drawings,field data,
<br /> notes and documents or electronic media prepared or furnished by BMI under this agreement shall remain the property
<br /> of BMI. The Client may make and retain copies for its use in connection with this project. However,such documents
<br /> are not intended for reuse by the Client on any other project or alteration of the project by others without the written
<br /> consent of BMI. Electronic media may be furnished for convenience of Client;however,only signed and certified hard
<br /> copies of submittals may be relied upon as documentation of professional services provided.
<br /> J. Billings and Payments: Invoices for BMI's services shall be submitted,at BMI's option,either monthly or upon
<br /> completion of services. Invoices are due and payable within 30 days after the invoice date. If the invoice is not paid
<br /> within 30 days,BMI may,without waiving any claim or right against the Client,and without liability whatsoever to the
<br /> Client,terminate the performance of its services.
<br /> K. Late Payments: Accounts unpaid 30 days after the invoice date will be subject to a monthly service charge of
<br /> 1_5%on the unpaid balance. If any portion or all of an account remains unpaid 90 days after billing,the Client shall
<br /> pay all costs of collection,including reasonable attorney's fees.
<br /> L. Termination of Services: This agreement may be terminated,upon written notice,by the Client or BMI should
<br /> the other fail to perform its obligations hereunder. In the event of termination,the Client shall pay BMI for services
<br /> rendered to the date of termination,all reimbursable expenses,and reimbursable termination expenses.
<br /> M. Limitation of Liability: In recognition of the relative risks,rewards and benefits of the project to both the
<br /> Client and BMI,the risks have been allocated such that the Client agrees that,to the fullest extent permitted by
<br /> law,BMI's total liability to the Client for any and all injuries,claims,losses,expenses,damages or claimed
<br /> expenses arising out of the performance of this agreement from any cause or causes,shall not exceed$56,760.
<br /> Such claims include,but are not limited to,BMI's negligence,errors,omissions,strict liability,breach of
<br /> contract,or breach of warranty,if any.
<br /> N. Dispute Resolution: Any claims or disputes made during or after the performance of services between BMI and
<br /> the Client,with the exception of claims by BMI for non-payment of services rendered,shall be submitted to mediation
<br /> and/or arbitration. This Proposal anticipates that BMI and the Client will include a similar requirement in all
<br /> agreements with contractors,sub-contractors,suppliers,consultants and fabricators concerned with this project.
<br /> O. Withdrawal of Proposal:This Proposal constitutes a non-binding offer to perform services and BMI reserves the
<br /> right to withdraw or modify this Proposal,without liability to the Client,at any time prior to receipt of written
<br /> acceptance from the Client and execution of a signed agreement in accordance with Paragraph P.
<br /> P. Agreement: If the Proposal is accepted,the Client and BMI may enter into and execute an Agreement
<br /> incorporating the Proposal,these Terms and such additional terms and conditions as may be mutually acceptable to
<br /> BMI and Client. Upon request by the Client,BMI may,at its sole discretion and for the benefit of the Client,proceed
<br /> with any proposed services prior to execution of a written agreement. In the absence of an executed written agreement,
<br /> the accompanying Proposal and these Terms of Proposal shall constitute the whole and complete agreement between
<br /> BMI and the Client.
<br /> TERMPROP.doc/Rev 7-6-11 Page 2 of 2-Terms of Proposal
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