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AEI Consultants Proposal No. 60021
<br /> September 4, 2018
<br /> Page 4
<br /> TERMS AND CONDITIONS
<br /> Billings.Payment and Credit.The tient shal pay Al uniranmental Inc d/b/a AEI Consultants(AFI)for the S. Dispute Resolution,This Agreement shall be governed by,subject to,and construed in accordance with die laws
<br /> seances(the-Sews")performed in accordance with the prices set forth in the poposal to which these terms of the State of Califamia.Any conbovesy,clan or action arising oat of,or related to,this Agreement,the breach
<br /> and condioens are atadhed(the"Proposal",and together with these horns and caditiens the"Ag,mea omit'). thereof,or the coverage of this arbitration provision may be settled by arbitration and will be based an the miles in
<br /> Irhvoices shall be submitted in accordance with the Proposal. Payment of the API Invoices shall be the primary, effect on the date of delivery of demand for arbitration.The arbitrator(s)shall apply California su6slentve law to
<br /> absdule and ran[Dntinhgent obligation of the tient,and shall not be cordibcned upon the dosing of a loan the proceedings,except to the extent Federal subsanbve law would apply to the daim.The arbitrators)shall
<br /> transaction or any other event. PAYMENT IS DUE UPON RECEIPT.If AEI does not receive payment in Thi within prepare in wrong and provide to the parties an award including attar findings and the reams on which their
<br /> thirty(30)calendar days of the date of the nnaice,Che account shall be deemed delinquent Unpaid delinquent decision is based.The arbitrator shall not have the paler to commit errors of law or legal reasoning,and the award
<br /> balances shall bear interest from Che invcice date at one and one-hat percent(1.5%)per month,or at the may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.The arbitration of
<br /> maximum lawful Interest rate(whichever rare is less). such 159ues,indudng the determination of the amount of any damages suffered by ether party hereto by reason
<br /> TheCliernt shall be liable to AEI far all anis and of the acts or mnisiors of the other,shall be to the exclusion of any curt of law except for enforcement of an
<br /> racemes of cdlection of delinquent balances,indudng reasonable arbitrated award The dedsan of the arbitrators,or a majority of then,shall be foul and binding on both parties
<br /> attorney and other fees,and court costs.Time is of the essence with respect to this provision.AEI's nonce and their respective successors and assigns.If the ardbators determine that a party has unabated a recovery action
<br /> of any rights or remedies,whetter spedfied hien a as otherwise provided by law,shall not be deemed a waiver on a basis inaorsistent with the provisions of this Agreement,the nibaing party shall,without ercepbon,be
<br /> of any rights or remedies,nor preclude AEI from the More exercise of such rights or remedies. If a third party is assessed all costs incurred by the responding party.Except as Identified above,each party shall pay the fes cf IS
<br /> accepting a Propaal as agent for the Client,such third Party represents and warrants to API that it Is legally own attorneys,and the expenses of its witnesses and all other expenses connected with the presentation of its
<br /> • autmzed to hind theaters to the terms of the Agreement and guarantees payment for sevlces. case.The costs of the artitatan,including the cost of the record or transvipts thereof,if any,administrative fees,
<br /> 2. REWmt of Errtrbr.Force TMlenra The Olent shall emerge for the right of entry to the subject property("Site") fees of the arbtrators,and all ether foes arid cost shall be Dame as determined by the arbitrators.
<br /> i by AEI,its agents,employees,consultants,contractors and suomntactors,for the purpose of performing al acts 9. RELIANCE AND ASSIGNMENT. AEI'S WRITTEN REPORT SHALL CONTAIN AEI'S STANDARD
<br /> 1 as may be reasonably necessary to complete the Services within n the agreed scope of work.AFI may require that RELIANCE LANGUAGE UNLESS ALTERNATE LANGUAGE HAS BEEN PRE-APPROVED BY AEI.IF NO
<br /> an authorized,knoeledgeade representative of the Site owner be present at the Ste as a condition of the PRE-APPROVED ALTERNATE LANGUAGE DUSTS, THE SERVICES, THE REPORTS AND OTHER
<br /> performance of the Services and may require that We personnel operate major building systems and equipment RELATED WORK PRODUCT PROVIDED BY AEI MAY BE RELIED UPON BY THE CLIENT, ITS
<br /> at the time the Services are performed.AEI's abilty to comply with the schedule for patine roe described in the SUCCESSORS AND ASSIGNS WITH RESPECT TO A LOAN SECURED BY THE SITE,AND ANY RATING
<br /> Proposal is contingent upon dm*and complete Ste acres AEI shall not be responsible for damages or delays AGENCY RATING,OR ANY ISSUER OR PURCHASER OF,ANY SECURITY COLLATERALIZED OR
<br /> in prfmmace caused by force majeure,acts of God,events beyond the control of AEI,or emits that could not OTHERWISE BACKED BY SUCH LOAN.NO OTHER PERSON OR ENTITY MAY RELY ON THE REPORT
<br /> have been reasonably foreseen and pr vented. WITHOUT THE ADVANCE WRITTEN CONSENT OF API, AND NO OTHER THIRD PARTY
<br /> 3 Hinny . .a5ampiee All field notes,alalabms,estimates and other documents,data or information prepared BENEFICIARIES ARE INTENDED.EXCEPT AS DESCRIBED ABOVE,THE CL TFNT SHALL NOT ASSIGN
<br /> by or on behalf of AEI in connection with to performance of its Services(cdlerivdy,"Documents"),shall roman
<br /> THE AGREEMENT,ANY REPORT OR ANY RELATED WORK PRODUCT,WITHOUT THE PRIOR WRITTEN
<br /> the sole property of AEI.All Documents prepared by AE for the tused Client with respect to any She shall be ed solely CONSENT OF AEI.ANY UNAUTHORIZED REUSE OR REDISTRIBUTION OF AEI'S WORK PRODUCT OR
<br /> for the intended parpnses described in the Proposal,and solely with respect to the Shoe.Unless otherwise agreed, REPORTS SHALL BE AT THE CLIENTS AND RECIPIENTS SOLE RISK,WITHOUT LIABILITY TO AEI.
<br /> AEI shall retain all Documents for three(3)years following submission of AO's report to the Cent, In its sole CLIENT WILL HOLD AEI HARMLESS FROM ANY AND ALL LIABILITY,OBLIGATION,COST AND
<br /> discretion and without prior notice to the Client,AEI may dispose of all field samples within thirty(30)calendar EXPENSE ARISING FROM OR RELATED TO ANY UNAUTHORIZED DISTRIBUTION OR 115E BY QIENT
<br /> days after submission ofAEIs repot to the Cleat OF AEI'S WORK PRODUCT OR REPORTS.ALl SHALL NOT ASSIGN ITS OBLIGATIONS UNDER THE
<br /> PROPOSAL;HOWEVER,AEI MAY EMPLOY,BY SUBCONTRACT,SUITABLY TRAINED PERSONS OR
<br /> 4. flatters Known to Client.The tient,itself or through the Ste owner,shall provide AEI with any and all ENTITIES ACCEPTABLE TO AEI TO PERFORM THE SERVICES.
<br /> information known to the Client,or suspected by the Client,which pertains to:(a)the existence or possible
<br /> existence at,an,under or in the vidrety of the Site,any hazardous materials,pollutants,lead-based paint,rade 10.Confidentiality,AEI shall not disclose nformatbn regarding the Proposal,the Services or any Documents,except
<br /> or asbestos;(b)any conditions at,on,Linda or in the vicinity of the Sate,which might represent a potential safety to the Client,employees,consultants,sadicerltfdL",CIfs,or other persons engaged by AEI to perform the Services,
<br /> hazard or danger to human health or the aiArorrment,(c)any permit,manifest,title record,or other record m thud partes designated by the lien[(subject to the reliance limitations described[been),a as required by law.
<br /> compliance a nontmrpliance with any federal,state or local laws,or court or adminlstrative order or decrees;(d) Notwithstanding the reams of this Semon,API shall comply with all judicial orders,government directives,and
<br /> any known or suspected defaende or adverse conditions associated with structures or other phyte laws,regulations and ordnance,regarding the reporting to appropriate public agencies of potential dangers to
<br /> improvements en Site;or(e)any modifications or es from the original plans and spedfiations of Site public health,safety or the environment
<br /> improvements which toad affect he re mmmendatlons or conduswns readied by API in the performance of i5 I1. AS is an i
<br /> Services. Nfi�anemsv ndependent contacRx of tient,and not Oients agent,empbyee or partner.The
<br /> Agreement shall be governed by die laws of the State of California and Cie parties irrevocably consent to the
<br /> 5. Preliminary findings(often referred to as'verbals")an be provided to the Client in oda
<br /> Jurisdiction of the courts of the State of California and of the United Sam District Court for the District of Nathan
<br /> to quickly apprise then of data obtained as a resat of AEI's visual observations at the project Site California if a basis hx federal junstliction edss.In the event a dispute relating to an AQ report results in IiEgation,
<br /> They are act intended to be exhaustive or mndaaive or to substrate for the final written repot,as they do not
<br /> and dolman[does not prevail at Dial,then the claimant shall pay all costs incurred by Apr in the defense of the
<br /> include information obtained Fran a number of other important and necessary components of the.overall claim,including reasonable altcxrbehvs fees.Each provision of the.agreement shall be oxmsidwred separate,and if,
<br /> assessment. AEI recommends against making any dedsiens based upon cud,!anted,predimnary,verbal
<br /> for any reason,anyPrcr+i9on or provisions baso are determined to be invalid and contrary to any casting a
<br /> infmmaba. future law,such invalidity shall not affect those portions of this Agreement that are valid.This Agreement constlbte
<br /> the entire agreement,and supersedes all prior agreements and understandings,bath written and oral,between
<br /> 6. PERFORMANCE STANDARDS.IN PERFORMING THE SERVICES,AEI SHALL EXERCISE THE DEGREE the pandas with respect to the Services to be provided pursuant to this Agreement:The prcHsions of the Agreement
<br /> OF SKILL AND CARE NORMALLY EXERCISED BY CONSULTANTS IN THE SAME COMMUNITY may only be modified by a watt n instrument signed by an authorized repesetaave of each Data.
<br /> PROVIDING THE SAME OR SIMILAR SERVICES FOR PROJECTS OF COMPARABLE SIZE, Client and agrees that humanhealth and
<br /> COMPLDOTY, BUDGET, SCHEDULE AND OTHER CHARACTERISTICS OF THE PROJECT (THE The12ms's a priority
<br /> "STANDARD OF CARE").EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE,AEI in imptemenbng any inv slgabon or assessment.AEI and Ciient agree that the disco.ery of hazardous materials,
<br /> MAKES NO WARRANTY,EXPRESS OR IMPLIED,WITH RESPECT TO THE SERVICES OR ANY OF ITS suspect hazardous materials or petroleum products,or unecpxted condltorrs may constitute a change in the
<br /> ORAL OR WRITTEN REPORTS.CLIENT ACKNOWLEDGES AND AGREES THAT(I)THE SERVICES MAY crindibo,of the job Ste mandating a renegotiation of the scope of work or termination of the project and may
<br /> REQUIRE JUDGMENTS TO BE MADE BY AEI THAT ARE BASED UPON LIMITED DATA RATHER THAN make it necessary for API to take immediate measures to protect human health and safety.AEI agrees to notify
<br /> UPON SCIENTIFIC CERTAINTIES;(II)AEI'S APPROACH,RECOMMENDATIONS,AND ASSOCIATED Client as soon as practicable if such materials are encountered.tient encourages AS to take any and all measures,
<br /> COST ESTIMATES, IF ANY, ARE BASED ON INDUSTRY PRACTICES AND AVERAGES; (III) that in AQ's profestimal opinion,are justified to protect AEI'S perscennd and the public Client agrees to waive any
<br /> PROFESSIONAL OPINIONS ARE RENDERED WITH RESPECT TO OBSERVATIONS MADE AND DATA dam against AEI and to ndemndy,defend and hold harmless AEI frau any and all claims ansrg out of AEI's
<br /> OBTAINED AT THE TIME OF ASSESSMENT; AND (IV) ULTIMATE OUTCOMES COULD BE encountering unantidpated hazardous materials or suspected hazardcs materials.Client agrees to compensate
<br /> INCONSISTENT WITH THE CONCLUSIONS, RESULTS AND PROJECTIONS OF AEL ALL AEI for all costs ass gated with such an evert based upon AEI's prevailing fee schedule.
<br /> INFORMATION REGARDING OPERATIONS,PLANS,SPECIFICATIONS,CONDITIONS OR OTHER 13,=E,If API is expressly engaged to perform SOI boring or other irMSve testing,AEI shall no be responsible
<br /> DATA WHICH IS PROVIDED TO AEI BY CLIENT, OWNERS OR THIRD PARTIES(INCLUDING for damages to underground or aboveground unites,for unmarked or mismarked uMitie or other feattaes,ce fm
<br /> WITHOUT LIMITATION,ANY POINT OF CONTACT AT THE SITE),IS DEEMED BY AEI TO BE CORRECT damage that occurs to such utilities or feature.The Client is responsible for providing information to AEI regarding
<br /> AND COMPLETE WITHOUT INDEPENDENT VERIFICATION.AEI ASSUMES NO RESPONSIBILITY FOR the location of intra-Sire utilities.Client recognize that the use of oak:ration equipment may unavoidably affect,
<br /> THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION AND SHALL NOT BE LIABLE IF alter or damage eiisang structures,vegetation and terrain at the Site.AFI,including submntradas,will take
<br /> RELIANCE ON SUCH INFORMATION RESULTS IN INCORRECT CONCLUSIONS OR RESULTS. reasonable precautions to limit damage.However,Client recognizes that such damage is inherent In the normal
<br /> 7. INDEMNIFICATION AND LIMITATION OF LIABILITY,AE/AGREES TO INDEMNIFY AND HOLD UourY of the Conk rimed scope of work and the cost of the repair for any damages is not part of the contracted
<br /> HARMLESS(BUT NOT DEFEND)CLIENT,ITS DIRECTORS,OFFICERS AND EMPLOYEES AGAINST ANY services.In the event of damage to the property as a result of such wait and specifically dated above,l3ient vol
<br /> LOSSES,LIABILITY,DAMAGES,COSTS AND EXPENSES TO THE EXTENT CAUSED BY THE NEGLIGENT held harmless,AM,including subcontractors,for Carnage amused during the course of the agreed upon scope of
<br /> ACTS,ERRORS,OR OMISSIONS OF AEI,ITS EMPLOYEES,SUBCONTRACTORS OR ANYONE FOR mak'
<br /> WHOM AEI IS LEGALLY LIABLE,IN THE PERFORMANCE OF SERVICES HEREUNDER.IN NO EVENT 14.coeffiadiatemegob the best of AEI's knowledge,AEI has no actual,potential or apparent conflict of interest
<br /> SHALL AEI BE LIABLE FOR LATENT OR HIDDEN CONDITIONS,CONDITIONS NOT ACTUALLY pertaining to Ws Agreement,except as has been previously disclosed to Oient in wntirg,and AEI covenants and
<br /> OBSERVED BY API WITHIN THE UNITED SCOPE OF WORK,THE POTENTIAL CONSEQUENCES OF agree that it shall promptly advise Client of any mho actual,potential or apparent conflicts of interest,whether
<br /> OBSERVABLE CONDITIONS,CONDITIONS OF WHICH CLIENT HAD KNOWLEDGE OF AT THE TIME existing as of the creation date of this Agreement or arising In the attire,upon discovering the same
<br /> OF THE ASSESSMENT, OR ANY UNAUTHORIZED ASSIGNMENT OF OR RELIANCE UPON THE
<br /> REPORTS.THE LIABILITY OF AEI,AND THAT OF ITS OFFICERS,DIRECTORS,EMPLOYEES,AGENTS L
<br /> AND SUBCONTRACTORS,TO CLIENT OR TO ANY THIRD PARTY CAIMING BY OR THROUGH CLIENT, I LJ�/ �� \ 6 i T
<br /> INCLUDING ANY COMPANY AFFILIATED WITH CURRY,OR ANY OFFICER,DIRECTOR,EMPLOYEE, i' Q h
<br /> AGENT, SUBCONTRACTOR, SUCCESSOR, OR ASSIGN OF SUCH PARTIES, FOR ANY LOSSES, l
<br /> WHETHER IN CONTRACT OR TORT(INCLUDING NEGLIGENCE AND STRICT LIABILITY),RELATED p p
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<br /> TO THE SERVICES,THE AGREEMENT OR OTHERWISE,SHALL NOT EXCEED THE AGGREGATE SUM 1 �� f�.r
<br /> OF TWENTY-FIVE THOUSAND DOLLARS($25,000.00). IN NO EVENT SHALL AEI BE LIABLE TO ( )p" T 3 i 111
<br /> CLIENT FOR ANY EXEMPLARY,PUNITIVE,INDIRECT,INCIDENTAL,SPECIAL,OR CONSEQUENTIAL
<br /> DAMAGES(INCLUDING LOST PROFITS)ARISING FROM OR IN ANY WAY CONNECTED WITH ITS
<br /> PERFORMANCE OR FAILURE TO PERFORM UNDER THE AGREEMENT,EVEN IF THE AFFECTED PARTY
<br /> HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
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<br /> Client Initials. Date: L)) - - ••
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