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WEAVER BOOS CONSULTANTS, LLC
<br />General Terms and Conditions
<br />Version 2009-A1
<br />Page 3 of 4
<br />NEGLIGENCE, ERRORS; OMISSIONS, STRICT
<br />LIABILITY, BREACH OF CONTRACT, STATUTORY
<br />LIABILITY, BREACH OF WARRANTY. NEGLIGENT
<br />MISREPRESENTATIONS, ENVIRONMENTAL LIABILITY
<br />OR OTHER ACTS GIVING RISE TO LIABIL]TY BASED
<br />UPON CONTRACT, TORT OR STATUTE. 1T IS
<br />EXPRESSLY AGREED THAT THE REMEDY STATED
<br />HEREIN IS THE CLIENT'S EXCLUSIVE AND SOLE
<br />REMEDY FOR ANY DAMAGE(S) ARISING OUT OF THIS
<br />AGREEMENT OR SERVICES TO BE PERFORMED
<br />PURSUANT TO THIS AGREEMENT.
<br />b. WBC will increase our limitation of liability up to the limits of
<br />our available insurance coverage or otherwise to $100,000,
<br />whichever is greater, upon client's written request, and for the
<br />additional consideration of $500. Said request and payment
<br />must be received within 14 days of the date of execution of the
<br />Proposal and be before any claim arises.
<br />c. The Client further agrees to notify any contractors or
<br />subcontractors who may perform work in connection with any
<br />design, report or study prepared by WBC of such limitation of
<br />liability for breach of contract, errors, omissions or negligence
<br />and require as a condition precedent to their performing their
<br />work a like limitation of liability on their part as against WBC.
<br />d. The Client and WBC agree that neither will be liable to the
<br />other for consequential damages incurred due to the fault of the
<br />other. Said damages include, but are not limited to, loss of use
<br />and lost profits.
<br />e. With the exception of actions pertaining to materialmen or
<br />mechanic's liens, and if lawful, causes of action between the
<br />parties to this Agreement per[aining to acts or failures to act
<br />shall be deemed to have accrued and the applicable statutes of
<br />limitations shall commence to run on the date the alleged act or
<br />failure to act occurred.
<br />f. Not withstanding the above, all claims, whether based upon
<br />contract, tor[, breach of warranty, professional negligence
<br />(including errors, omissions or other professional acts), or
<br />otherwise, shall be deemed waived unless made by the Client in
<br />writing and received by WBC within one (1) year after Ciient
<br />reasonably knew or should have known of its existence, but in
<br />no event, shall such claim be asserted by Client later than two
<br />(2) years after WBCs completion of services with respect to
<br />which the claim is made.
<br />SECTION 12: ARBITRATION OF DISPUTES
<br />a. Claims, disputes or other matters in question between the
<br />parties to this Agreement arising out of or relating to this
<br />Agreement or the breach thereof shal] be subject to and decided
<br />by arbitration in accordance with the Construction Industry
<br />Arbitration rules of the American Arbitration Association
<br />currently in effect, such arbitration to be held in Chicago,
<br />Illinois, unless the parties mutually agree otherwise.
<br />b. Demand for arbitration shall be filed in writing with the other
<br />party to this Agreement and with the American Arbitration
<br />Association. A demand for arbitration shall be made within a
<br />reasonable time after the claim, dispute or other matter in
<br />question has arisen. In no event shall the demand for
<br />arbitration be made after the date when instittition of legal or
<br />equitable proceeding based on such claim, dispute or other
<br />matter in question would be barred by applicable statutes of
<br />limitations subject to Section 10(e) above.
<br />c. No arbitration arising out of our relating to this Agreement
<br />shall include; by consolidation; joined or in any other manner;
<br />an additional person or entity not a party to this Agreement
<br />except by written consent of WBC, Client and any other person
<br />or entity sought to be joined.
<br />d. The award tendered by the arbitrator shall be final, and
<br />judgment may be entered upon it in accordance with applicable
<br />law in any court having jurisdiction thereof.
<br />SECTION 13: TERMINATION
<br />a. This Agreement may be terminated by either party upon at least
<br />seven (7) days written notice in the event of substantial failure
<br />by the other party to perfonn in accordance with the terms
<br />hereof through no fault of the terminating party. Such
<br />termination shall not be effective if the substantial failure has
<br />been remedied before expiration of the period specified in
<br />written notice.
<br />b. WBC may terminate this Agreement if the Client suspends
<br />WBC's services for more than sixt}, (60) consecutive days
<br />through no fault of WBC's.
<br />c. This Agreement may be terminated without cause by either
<br />party apon at least sixty (60) days' written notice.
<br />d. If this Agreement is terminated, WBC shall be paid for services
<br />performed prior to the termination date set forth in the notice
<br />plus termination expenses. Termination expenses shall include
<br />costs attributable to personnel and equipment rescheduling and
<br />re-assignment and all other costs incurred directly attributable
<br />to termination.
<br />SECTION 14: MISCELLANEOUS
<br />a. In the event that any provision (or portion thereofl herein shall
<br />be deemed invalid or unenforceable, the other provisions hereto
<br />shall remain in full force and effect, and binding upon the
<br />parties hereto. In such event, the provisions found to be invalid
<br />shall be deemed to be reformed so that the intent of such
<br />provision will be enforced to the maximum extent permitted by
<br />applicable law.
<br />b. The heading or title of a section is provided for convenience
<br />and information and shall not serve to alter or affect the
<br />provisions included herein.
<br />c. All obligations arising prior to the termination of this
<br />Agreement and all provisions of this Agreement allocating
<br />responsibility or ]iability between the Client and WBC shall
<br />survive the completion of services and the termination of the
<br />Agreement.
<br />d. Unless otherwise provided, the substantia] law of the State of
<br />Indiana will govem the validity of this agreement, its
<br />interpretation and performance, and remedies for contract
<br />breach or any other claims related to this agreement.
<br />e. WBC shall applv professional judgment in determining the
<br />extent to which WBC shall comply with any given standard
<br />identified in WBC's documents. Unless otherwise indicated,
<br />such compliance, referred to as "General Compliance"
<br />specifically excludes consideration of any standard listed as a
<br />reference in the text of those standards cited by WBC.
<br />f. Unless specifically stated in WBC's Proposal, it is understood
<br />the costs for implementation of the work are based on privately
<br />owned projects utilizing merit (non-union) wages and
<br />employees. Government funded or publicly owned projects
<br />that require prevailing wages will have specific fees identified
<br />
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