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13. CONTROLLING AGREEMENT
<br />These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal,
<br />contract, purchase order, requisition, notice-to-proceed, or like document.
<br />14. EQUAL EMPLOYMENT AND NONDISCRIMINATION
<br />In connection with the services under this Agreement, ENGINEER agrees to comply with the applicable provisions of federal and
<br />state Equal Employment Opportunity, and other employment, statutes and regulations.
<br />15. HAZARDOUS MATERIALS
<br />OWNER represents to ENGINEER that, to the best of its knowledge, no hazardous materials are present at the project site.
<br />However, in the event hazardous materials are known to be present, OWNER represents that to the best of its knowledge it has
<br />disclosed to ENGINEER the existence of all such hazardous materials, including but not limited to asbestos, PCB's, petroleum,
<br />hazardous waste, or radioactive material located at or near the project site, including type, quantity and location of such
<br />hazardous materials. It is acknowledged by both parties that ENGINEER's scope of services do not include services related in any
<br />way to hazardous materials. In the event ENGINEER or any other party encounters undisclosed hazardous materials, ENGINEER
<br />shall have the obligation to notify OWNER and, to the extent required by law or regulation, the appropriate governmental
<br />officials, and ENGINEER may, at its option and without liability for delay, consequential or any other damages to OWNER,
<br />suspend performance of services on that portion of the project affected by hazardous materiais until
<br />OWNER: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or
<br />remove the hazardous materials; and (ii) warrants that the project site is in full compliance with all applicable laws and
<br />regulations. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and
<br />shall not be required to become an "arranger," "operator," "generator;" or "transporter" of hazardous materials, as defined in
<br />the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be
<br />encountered at or near the project site in connection with ENGINEER's services under this Agreement. If ENGINEER's services
<br />hereunder cannot be performed because of the existence of hazardous materials, ENGINEER shall be entitled to terminate this
<br />Agreement for cause on 30 days written notice. To the fullest extent permitted by law, OWNER shall indemnify and hold
<br />harmless ENGINEER, its officers, directors, partners, employees, and subconsultants from and against all costs, losses, and
<br />damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all
<br />court or arbitration or other dispute resolution costs) caused by, arising out of or resulting from hazardous materials, provided
<br />that (i) any such cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or injury to or destruction of
<br />tangible property (other than completed Work), including the loss of use resulting therefrom, and (ii) nothing in this paragraph
<br />shall obligate OWNER to indemnify any individual or entity from and against the consequences of that individual's or entity's
<br />sole negligence or willful misconduct.
<br />16. EXECUTION
<br />This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between ENGINEER
<br />and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement may be amended,
<br />supplemented or modified only by a written instrument duly executed by the parties.
<br />17. LIMITATION OF LIABILITY
<br />18. LITIGATION SUPPORT
<br />In the event ENGINEER is required to respond to a subpoena, government inquiry or other legal process related to the services
<br />in connection with a legal or dispute resolution proceeding to which ENGINEER is not a party, OWNER shall reimburse
<br />ENGINEER for reasonable costs in responding and compensate ENGINEER at its then standard rates for reasonable time
<br />incurred in gathering information and documents and attending depositions, hearings, and trial.
<br />19. UTILITY LOCATION
<br />If underground sampling/testing is to be performed, a local utility locating service shall be contacted to make arrangements for
<br />all utilities to determine the location of underground utilities. In addition, OWNER shall notify ENGINEER of the presence and
<br />location of any underground utilities located on the OWNER's property which are not the responsibility of private/public
<br />utilities. ENGINEER shall take reasonable precautions to avoid damaging underground utilities that are properly marked. The
<br />OWNER agrees to waive any claim against ENGINEER and will indemnify and hold ENGINEER harmless from any claim of liability,
<br />injury or loss caused by or allegedly caused by ENGINEER's damaging of underground utilities that are not properly marked or
<br />are not called to ENGINEER's attention prior to beginning the underground sampling/testing.
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<br />- 0050
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