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Steve Breeding
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Steve Breeding
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Engineers and Environmental Consultants
7012 MacCorkle Avenue, SE, Charleston, WV 25304 + (304) 342-1400 + www.potesta.com



This agreement made as of the 30 day of Qty 2
BETWEEN THE OWNER: Russell County, Virginia
Board of Supervisors
137 Highland Drive, Suite A
Lebanon, Virginia 24266
and the CONSULTANT: Potesta & Associates, Inc,
7012 MacCorkle Avenue, SE
Charleston, West Virginia 25304
The purpose of this Master Agreement Between Owner and Consultant for Professional Services,
civil, geotechnical, environmental, and mining engineering; permitting; _ site
characterization/temediation; surveying; construction observation; SPCC Plans; CADD/GIS; health
and safety plans; site design; and related services) is to establish contract terms and conditions and
hourly rates under which individual projects will be performed. ‘The rate schedule is presented in the
attached Exhibit A. Terms and conditions are presented in Exhibit B. For each individual project
Owner will provide Consultant with a general description of the services required. Consultant will
then provide a proposal with a detailed scope of services and an estimated cost to perform the work
based on the rates in Exhibit A. Upon agreement, Owner will provide a Notice to Proceed to
Consultant for each individual project.
‘This Agreement is entered into as of the day and year first written above.
OWNER: CONSULTANT:
RUSSELL COUNTY, VIRGINIA POTESTA & ASSOCIATES, IN
Nantie:
o Name: Ronald R. Potesta
Chmig elena Title: President
POTESTA & ASSOCIATES, INC.
Charleston, West Virginia + Morgantown, West Virginia + Winchester, Virginia
evo viet
EXHIBIT A
APOTESTA
POTESTA & ASSOCIATES, INC.
2022 RATE SCHEDULE
Principal $280/hour
Chief Engineer/Scientist… $120 - $235/hour
Senior Engineer/Scientist. $75 - $200/hour
Staff Engineer/Scientist … …$50 - $130/hour
su $45 - $95/hour
Engineer/Scientist…
Professional Surveyor $70 - $135/hour
Senior Technician… $45 - $95/hour
Technician… .$30 - $65/hour
Two-Man Survey Crew, . $120/hour
‘Three-Man Survey Crew, $165/hour
Senior CADD Designer… $60 - $115/hour
CADD Designer «$40 - $90/hour
Clerical Support $40 - $110/hour
(Any changes in hourly rates will be made on January | of each year.)
NOTE: Engineer/Scientist includes engineer, scientist, technical designers, engineering associates, planners, health
and safety specialists, and information technologists.
Rev, 1223721,
POTESTA & ASSOCIATES, I
FIELD EQUIPMENT RENTAL RATE SHEET
Descript Rate
scription Per Unit Day Week!
T-Point Proctor Kit WA $20.00 375.00
12! Motorized Boat (includes fuel) NA $300.00 | $700.00
16" Motorized Boat (includes fuel) N/A $500.00 | $2,000.00
2" Soak Ease Absorbent Tubes $11.00 NA NA
[22"x34" Intemal Plots $0.75 NA NA
24°36" Ammonia Mylar $2.50 NA NA
[24°x36" Intemal Plots $0.75 WA NIA
30°42" Internal Plots S1IS NA NA
[36°x48" Intemal Plots $2.10 N/A NIA
4” Soak Ease Absorbent Tubes, $12.50 NA NIA
4-Gas Meter NA $75.00 $250.00
[Air Meter (Concrete) WA $25.00 NIA
‘Air Purifying Respirator with Cartridges NA $25.00 NA
[Air Velocity Meter NA $50.00 $150.00
[Asbestos Sampling Equipment NA $20.00 $60.00,
[Automated Composite Sampler NA $95.00 $350.00
[Bladder Pump with Controller and Compressor NA $200.00 | ~$700.00
[Bomb Water Sampler NA $25.00 $75.00
[Camcorder NA $50.00 $200.00
[Chlorine Meter NA $25.00 $75.00
[Company Vehicles - Car (includes fuel) NA $155.00 | $620.00
[Company Vehicles - Truck/Van/SUV (includes fuel) NA '$175.00_[ $765.00
[Company Vehicles - Truck/Van/SUV (includes fuel) _ 205.00 | $1,025.00
with Trailer
[Concrete Testing Equipment (slump, cone, temperature, WA 25.00 NA
Iwheelbarrow-excludes ait meter)
[Cone Penetrometer WA 375.00 NA
CORMIX/Cortyd Software Utilization (per run) $300.00 NA NA
Data Loggers (DO Study) $150.00 N/A i
[Depth and Velocity Flow Meter WA $80.00 NA
DO Meter WA $25.00 375.00
DO Meter with Stirrer NA $50.00 $100.00
[Electro Fishing Equipment NIA $100.00_| $350.00
Field Data Interface Unit (for Data Loggers) NA $50.00 NIA
[Fish Rearing (per Tank) NA $5.00 NA
[Flow Cell for Water Quality Meter NIA $20.00 $350.00
[Generator NA $30.00 $120.00
[Hach Hydrometer NA $85.00 NA
[Hand Auger NA $10.00 330.00
[Handheld GPS NA $30.00 NA
finctinometer NIA $500.00 WA
interface Probe NA $55.00 $120.00
finternal Color Copies $1.00 NIA NA
[Kemmerer Water Sampler NA $25.00 375.00
Rey. 12282
Page 1 of 3
sas. Rate
Description Per Unit Day Week!
[Laser Range Finder NA 320.00 NA
Level Loggers NA $50.00 $200.00
Level Loggers (Reader) NA $50.00 NA
Lodging NA $90.00 NA
Low-Flow DC Purge Pump with Controller NA $75.00 | $300.00
Manhole Penetration Camera NA $3.00 $15.00
Manual Direct-Push Sampler NA $50.00 | $200,00
[Microscopic Evaluation Laboratory Supplies 35.00 NA N/A
INets/Aquatie Samplers/Miscellaneous Equipment NA 350.00 | $150.00
(Nuclear Gauge N/A $60.00 $200.00
Opacity Kit NA $10.00 NA
|Other_ Cost + 12% | Cost + 12% N/A
[Other Boat Rental Cost +12% | Cost + 12% | Cost + 13%
|Oversize Bluelines $2.40 NIA N/A
Ponar Sampler NA 325.00 | $75.00
Petroleum Soil Field Test Kit $35.00 N/A N/A
PH/Temperature/Conduetivity Meter NA 375.00 | $250.00
pH/Temperature/Conductivity Meter/DO/ORP Meter NA $125.00 $500.00
PID/PID WA 3100.00 | $400.00
Pressure Gauges N/A N/A $50.00
PVC Bailer (2") NA $5.00 NA
|PVC Bailer (3") NA $10.00 N/A
Sample Storage (Monthly) $30.00 WA NA
[Sludge Sampler NA $20.00 375.00,
Small Row Boat NA 3125.00_| $300.00
|Soil Resistivity Meter NIA $50.00 $150.00.
Speedy Moisture Gauge N/A $25.00 N/A
[State Change Logger NA NA $100.00
State Change Reader NA $50.00 WA
[Sub-Centimeter GPS Equipment NA $400.00 NA
[Sub-Meter GPS Unit NA $8150.00 | $500.00
[Surface Velocity Meter (SVR) N/A $90.00 NA
[Survey Equipment (exeludes GPS) NA $65.00 NA
Temperature Loggers NA $10.00 335.00
FTremperature Loggers (Reader) NA $50.00 WA
Treatability Study Equipment. NA $200.00 $800.00
Turbidity Meter NA $25.00 | _ $75.00
Vehicle Mileage Gf daly rates are not used) IRS Rate + 12%] __ N/A NVA
[Water Level Indicator NA $35.00 $75.00
[Whale Pump System NA $35.00 $100.00
‘(Any changes in rates will be made January 1 of each year)
© Weeldy rental rate implies calendar week.
Rev, 2a8r2
Page 2 0f3
POTESTA & ASSOCIATES, INC.
FIELD SUPPLY RATE SHEET
Description Rate
Per Unit Day
[55-Gallon Steel Drum $75.00 NA
[Asbestos Sampling Supplies NA $20.00
Forms, Field Notebooks, Nitrile Gloves, Plastic Bags, Etc.
Benthic Survey Supplies (Per Site Per Day) $35.00 WA
Forms, Containers, Ethyl Alcohol, Nitrile Gloves, Flagging,
Distilled Water, Decon Supplies, Marking Utensils, Plastic
Bags
Bentonite (50 1b. Bag) 315.00 NA
Bladder Pump Sampling Supplies (Bladders, Grab Plates, $50.00 NIA
[Tubing) - Per Well
[Discharge Sampling Supplies WA $35.00
Forms, Field Notebooks, Nitrile Gloves, Ice, Distilled
Water, Decon Supplies, Plastic Bags, Etc.
[Disposable Bailers 3’(1.5" diameter) $8.00 NA
Disposable Ballers 3 (0.75" diameter) $5.00 NA
[Disposable Bailers 7 (1,5" diameter) 312.50 NA
[Fish Survey Supplies (Per Site Per Day) $35.00 NA
Buckets, Waders, Bottles, Formalin, Ethyl Alcohol, Forms,
Marking Utensils, Plastic Bags
[Groundwater Sampling Supplies NIA $35.00
Forms, Field Notebooks, Nitrile Gloves, Ice, Distilled
Water, Decon Supplies, Plastic Bags, Etc.
|GW Filters $17.50. NIA
[GM Stream Assessment Supplies NIA $25.00
Tape, Clinometer, Densiometer, Diameter Tape, Flagging,
Quadrat, Bte.
Soil Sampling Supplies NA $35.00
Forms, Field Notebooks, Nitrile Gloves, Ice, Distilled
‘Water, Decon Supplies, Plastic Bags, Etc.
Stream Sampling Supplies NA $35.00
Forms, Field Notebooks, Nitrile Gloves, Ice, Distilled
Water, Decon Supplies, Plastic Bags, Ete.
[Stream Delineation Supplies NA $20.00
Hip Chain, Clinometer, Flagging, Forms, Etc.
[Survey Supplies NIA $25.00
Hubs, Stakes, Flagging, Iron Pins, Monuments, Marking
Paint, Traffic Control
Wetland Delineation Supplies WA $20.00
Flagging, Forms, Reference Materials, Plastic Bags, Etc.
[Other Cost + 12% NIA
(Any changes in rates will be made January 1 of each year.)
Rev, 1228721 Page 3 of 3
Engineers and Environmental Consultants
7012 MacCorkle Avenue, SE, Charleston, WV 25304 + (304) 342-1400 + www.potesta.com
REVISED STANDARD TERMS AND CONDITIONS FOR
RUSSELL COUNTY BOARD OF SUPERVISORS


Potesta & Associates, Inc., hereinafter referred to as POTESTA, is an Equal Opportunity
Employer and is in compliance with the Drug-Free Workplace Act of 1988 and
governmental requirements relating to Right-To-Know regulations. The engineering and
consulting services of POTESTA will be performed on an hourly basis for all time rendered
to the project, unless the project is quoted for a lump sum, including project scoping by
professional, technical, and clerical personnel in accordance with the attached hourly rate
schedule, All invoice charges are based on and are payable in U.S. dollars.


Services performed by POTESTA under this Agreement will be conducted in a manner
consistent with that level of care and skill ordinarily exercised by members of the
profession currently practicing in the same locality under similar conditions. No other
representation, express or implied, and no warranty or guarantee is included or intended in
this Agreement, or in any report, opinion, document or otherwise.


Unless stated otherwise, any cost estimate presented in the attached proposal is for
budgetary purposes only and is not a fixed lump-sum price, The actual cost of POTESTA’s
engineering and consulting services and all expenses may be less than that estimated;
accordingly, only the cost incurred will be invoiced. If at any time during the progress of
the work it appears that the estimated cost will be exceeded, Client will be informed
immediately. However, unless written notification is received to stop work, POTESTA
will continue working on the project to completion and will invoice Client for all
engineering and consulting services and expenses incurred,


4, These terms are subject to and incorporate the provisions of POTESTA’s attached
proposal. In the event of any conflict, the terms of the accompanying proposal shall govern,

Invoices will be submitted periodically as required (but not more frequently than every two
(2) weeks) unless charges for such periods are minimal, in which event an invoice will be
submitted when total charges exceed $500.00, or when the work is completed, whichever
occurs first. Invoices are due and payable within 30 days from the date of invoice. All
delinquent charges are subject to a service charge of 1% percent per month or a fraction
thereof. Should Client fail to pay any invoice within 45 days of its date, POTESTA may,
upon 3 days’ written notice to Client, stop work and recover from Client payment for all
work executed. Clients requiring specific invoice formats or accounting backup (copies
of timesheets, copies of receipts or invoice support data, etc.) will be invoiced for those
associated costs; these costs are not included in our proposal and will be invoiced in
addition to the approved proposal costs,

POTESTA & ASSOCIATES, INC.
Charleston, West Virginia + Morgantown, West Virginia + Winchester, Virginia
Potesta & Associates, Inc.
Standard Terms and Conditions
Page 2

Client agrees to limit POTESTA’s liability to Client and to all construction contractors and
subcontractors on the project due to POTESTA’s professional negligent acts, errors, or
omissions, such that the total aggregate liability of POTESTA to all those named shall
not exceed $50,000 or POTESTA’s total fee for all expenses and services rendered on this

project, whichever is greater.

POTESTA shall indemnify and hold harmless the Client, its officers, directors,
shareholders and employees (collectively, “Client Indemnities”), from and against those
liabilities, losses, damages, and costs (including reasonable attorney’s fees where
recoverable by law) that Client is legally obligated to pay as a result of third party claims,
to the extent caused by the intentional or negligent act, error, or omission of POTESTA or
anyone for whom POTESTA is legally responsible, subject to any limitations of liability
contained in this Agreement,

Client shall indemnify and hold harmless POTESTA, its officers, directors, shareholders
and employees (collectively, “Client Indemnities”), from and against those liabilities,
losses, damages, and costs (including reasonable attorney’s fees where recoverable by law)
that POTESTA is legally obligated to pay as a result of third party claims, to the extent
caused by the intentional or negligent act, error, or omission of the Client or anyone for
whom the Client is legally responsible, subject to any limitations of liability contained in
this Agreement.


Time required for POTESTA personnel to travel between POTESTA’s office and the site
(or other destination applicable to the project) is charged in accordance with the attached
hourly rate schedule.


POTESTA expenses shall be charged according to the attached Field Supply and
Equipment Rate Sheet. External expenses, such as airfare, subcontracted services, etc.,
shall be charged at direct cost (including taxes) plus a twelve percent (12%) surcharge to
the project. A per diem (daily food allowance) of $35.00 per day will be charged for all
personnel required by the work to remain away from their normal residence. For those
working out of the office area, but not spending the night, an allowance for lunch ($6.50
maximum) and, if arriving back after 7:30 p.m., for dinner ($17.50 maximum) may be


arged, Lodging will be charged at $90.00/night, except in limited availability areas
where it will be charged at direct cost plus a twelve percent (12%) surcharge.
10, Specialized equipment purchased with Client’s approval specifically for the project will
become Client’s property upon completion of the work. ‘The purchase price and
maintenance cost of such equipment shall be charged to Client at cost plus twelve percent
(12%).
il Client acknowledges that POTESTA’s reports, boring logs, field data, field notes,
laboratory test data, calculations, estimates, permit applications and other similar
vied 92402 asl Cay opis APOTESTA
Potesta & Associates, Inc.
Standard Terms and Conditions
Page 3
documents are instruments of professional service, not products, Although ownership of
such documents normally is retained by POTESTA, they nonetheless shall, in this instance,
become the property of Client upon Client’s payment in full of all POTESTA invoices,
Client recognizes that no such documents should be subject to unauthorized reuse; that is,
reuse without written authorization of POTESTA to do so. Such authorization is essential
because it requires POTESTA to evaluate the documents’ applicability given new
circumstances, not the least of which is passage of time. Accordingly, in return for
POTESTA’s relinquishment of ownership, Client agrees to waive any claim against
POTESTA and defend, indemnify and hold POTESTA harmless from any claim or liability
for injury or loss allegedly arising from unauthorized reuse of POTESTA’s instruments of
service, Client further agrees to compensate POTESTA for any time spent or expenses
incurred by POTESTA in defense of any such claim, in accordance with POTESTA’s
prevailing fee schedule and expense reimbursement policy. Client agrees that POTESTA,
may retain one set of documents for their files and use.
12, Client recognizes that conclusions regarding the assessed condition(s) of the site do not
necessarily represent a warranty that all portions of the site are of the same quality. Specific
conditions may not be observable or readily interpreted from available documents, but may
become evident at a later date, POTESTA will be responsible for data it collects, its
interpretations and recommendations, but shall not be responsible for the interpretation by
others of the information developed, ‘The Client recognizes that subsurface conditions
beneath the Project site may vary from those encountered in borings, surveys or
explorations and the information and recommendations developed by POTESTA are based
solely on the information available from such borings, surveys and explorations.

The responsibility of POTESTA’s field representative(s) is to make observations and
conduct field tests. This work does not include supervision or direction of the work of the
contractor, his employees, or agents. The contractor should be so advised. The contractor
should also be advised that neither the presence of POTESTA’s field representative nor the
observation and testing by POTESTA shall excuse him in any way for defects discovered
in his work. Any review and/or observation of the contractor’s performance by POTESTA,
does not include the contractor’s safety measures on or near the construction site. The
contractor will be solely and completely responsible for working conditions on the job site,
including safety of all persons and property during performance of the work. This
requirement will apply continuously and not be limited to normal working hours. Unless
specifically stated in POTESTA’s proposal, construction review and/or observation is not
included in the scope of services. As indicated in Item 13 above, POTESTA should be
allowed to perform construction observation services; a separate proposal will be prepared
after construction documents are available,

14, Soil, rock, water and/or other samples obtained from the project site are the property of
Client. POTESTA will preserve such samples for no longer than ninety (90) calendar days
after the issuance of any document that includes the data obtained from them, unless other
Potesta & Associates, Inc,
Standard Terms and Conditions
Page 4
arrangements are mutually agreed upon in writing. Further storage or transfer of samples
will be made at Client’s expense, Should any of these samples be contaminated by
hazardous substances or suspected hazardous substances, it is Client’s responsibility to
select and arrange for lawful disposal procedures, that is, procedures which encompass
removing the contaminated samples from POTESTA’s custody and transporting them to a
disposal site, Client is advised that, in all cases, prudence and good judgment should be
applied in selecting and arranging for lawful disposal procedures, Due to the risks to which
POTESTA is exposed, Client agrees to waive any claim against POTESTA, and to defend,
indemnify and hold POTESTA harmless from any claim or liability for injury or loss
arising from POTESTA’s containing, labeling, transporting, testing, storing or other
handling of contaminated samples unless employees or agents of POTESTA are grossly
negligent in containing, labeling, transporting, testing, storing or other handling of
contaminated samples. Client also agrees to compensate POTESTA for any time spent and
expenses incurred by POTESTA in defense of any such claim, with such compensation to
be based upon POTESTA’s prevailing fee schedule and expense reimbursement policy.


Unless otherwise agreed, Client or Owner will furnish right-of-entry on the land and/or
facilities for POTESTA to make the planned borings and other explorations and perform
necessary sampling, POTESTA will take reasonable precautions to minimize damage to
said land or facilities from use of POTESTA’s equipment and operations. If Client or
Owner desires POTESTA to restore the land or facilities to their former condition, this will
be accomplished at the expense of the Client or Owner.


_ In the execution of Client’s work, POTESTA will take reasonable precautions to avoid
damage or injury to subterranean structures or utilities. The Client and Owner agree to
hold POTESTA harmless for any damages to subterranean structures or utilities which are
not called to POTESTA’s attention, or are not correctly shown on the plans furnished.


Client agrees to advise POTESTA about the presence of any known hazardous substances
or any known condition(s) existing in, on, or near the site presenting a potential danger to
human health or the environment. If during performance of services, any unforeseen
hazardous substances or other unforeseen conditions or occurrences, in, on, or near the site
presenting a potential danger to human health or the environment are encountered which,
in the judgment of POTESTA, significantly affect or may affect the services or the
recommended scope of services, POTESTA will promptly notify Client thereof.
Subsequent to that notification, Client and POTESTA agree to pursue one of the following
options:


a, If practicable, in the judgment of POTESTA, the original scope of services will be
completed in accordance with the procedures originally intended in POTESTA’s
proposal for services.
ov 2402 ast Cnty Bat Spex APOTESTA
Potesta & Associates, Inc.
Standard Terms and Conditions
Page 5
b, The scope of services will be modified and the estimate of charges revised to
include study of the previously unforeseen conditions or occurrences, such revision
to be in writing and signed by the parties and incorporated therein,
c. The services for the work in POTESTA’s proposal will be terminated, effective on
the date specified in writing by POTESTA, and POTESTA shall recover any extra
charges associated with the previously unforeseen conditions or occurrences, as
well as any charges up to such date for the originally proposed services.


Neither the Client nor POTESTA may delegate, assign, sublet or transfer their duties or
interest, as described in the Standard Terms and Conditions and accompanying proposal,
without the written consent of the other party. Unless stated otherwise, POTESTA’s
proposal is firm for 90 days.


In the event that a dispute should arise relating to the performance of the services to be
provided under the Standard Terms and Conditions and the proposal, it is agreed that the
dispute shall be mediated. Should mediation fail and litigation result, it is agreed that the
prevailing party shall be entitled to recover all reasonable costs incurred in the defense of
the claim, including staff time, court costs, attorney’s fees, and other claim-related
expenses.


The law of the Commonwealth of Virginia will govern the validity of this Agreement, its
interpretation and performance, and remedies for contract breach or any other claims
related to this Agreement. Alll legal proceedings shall be filed in the Commonwealth of
Virginia.


21, POTESTA may submit to Client an opinion of the probable cost required to construct work.
POTESTA is not a construction cost estimator or construction contractor, nor should
POTESTA’s rendering an opinion of probable construction costs be considered equivalent
to the nature and extent of service a construction cost estimator or construction contractor
would provide, POTESTA’s opinion will be based solely upon their own experience with
construction. This requires POTESTA to make a number of assumptions as to actual
conditions that will be encountered on site; the specific decisions of other design
professionals; the means and methods of construction the contractor will employ; the cost
and extent of labor, equipment and materials the contractor will employ; contractor’s
techniques in determining prices and market conditions at the time, and other factors over
which POTESTA has no control, Given the assumptions which must be made, POTESTA
cannot guarantee the accuracy of their opinions of cost, and—in recognition of that
fact—Client waives any claim against POTESTA relative to the accuracy of POTESTA’s
opinion of probable cost.
vind 921202 fr Ras Comty at Spe APOTESTA
Potesta & Associates, Inc.
Standard Terms and Conditions
Page 6


Client or POTESTA may terminate this Agreement upon fourteen (14) days’ written notice
to the other for reasons included in the notice. In the event such termination becomes
necessary, the party effecting termination shall so notify the other party in writing, and
termination will become effective fourteen (14) calendar days after receipt of the
termination notice, Irrespective of which party shall effect termination or the cause
therefore, Client shall within thirty (30) calendar days of termination remunerate
POTESTA for services rendered and costs incurred, in accordance with POTESTA’s
prevailing fee schedule and expense reimbursement policy. Services shall include those
rendered up to the time of termination, as well as those associated with termination itself,
such as demobilizing, modifying schedules, reassigning personnel, and so on. Costs shall
include those incurred up to the time of termination, as well as those associated with
termination and post-termination activities, such as demobilization, decontaminating
and/or disposing of equipment, disposal and replacement of contaminated consumables,
and so on. Should the contract be terminated by the Client for breach of contract by
POTESTA or should the contract be terminated for convenience by POTESTA, the Client
shall not be responsible for any services including services associated with the termination
itself, such as demobilizing, modifying schedules, and reassigning personnel, or any costs
associated with the termination and post termination activities, such as demobilization,
decontaminating and/or disposing of equipment, and disposal and replacement of
contaminated consumables.


Client shall not be liable to POTESTA and POTESTA shall not be liable to Client for any
consequential damages incurred by either due to the fault of the other, regardless of the
nature of this fault, or whether it was committed by the Client or POTESTA, their
employees, agents or subcontractors. Consequential damages include, but are not limited
to, loss of use and loss of profit.


24, All obligations arising prior to the termination of this Agreement and all provisions of this
Agreement allocating responsibility or liability between Client and POTESTA. shall
survive the completion of the services hereunder and the termination of this Agreement.

POTESTA shall indicate to Client the information needed for rendering of services
hereunder, and Client shall provide to POTESTA such information as is available to Client.
Client recognizes that it is not possible for POTESTA to assure the sufficiency of such
information, either because it is not possible to do so, or because of errors or omissions
which may have occurred in assembling the information. Accordingly, Client waives any
claim against POTESTA, and agrees to defend, indemnify and hold POTESTA harmless
from any claim or liability for injury or loss allegedly arising from errors, omissions, or
inaccuracies in documents or other information provided to POTESTA by Client, Further,
Client agrees to compensate POTESTA for any time spent or expenses incurred by
POTESTA in defense of any such claim, with such compensation to be based upon
POTESTA’s prevailing fee schedule and expense reimbursement policy.

tried tt Coyote APOTESTA
Potesta & Associates, Inc.
Standard Terms and Conditions
Page 7


This Agreement shall not create any rights or benefits to parties other than Client or
POTESTA, No third-party shall have the right to rely on POTESTA’s opinions rendered
in connection with POTESTA’s services without POTESTA’s written consent and the
third-party’s agreement to be bound to the same terms and conditions as Client.


If, for any reason, any one or more of the provisions contained in this Agreement are held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision herein, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had not been contained
herein.


28, For engagements that we accept for other than regular clients, our normal practice is to
require a retainer or security deposit in advance of our performing any significant services,
On occasion, such a deposit is required at a later time due to payment irregularities. ‘The
engagement letter will state whether an advance has been required before undertaking @
particular representation.


POTESTA will not have any obligation to issue a report or other document, ot
communicate our research, analyses, or conclusions, and will not have any obligation to
appear for or provide written or oral testimony or evidence at trial, deposition or elsewhere,
until Client’s account is paid in full. POTESTA will have no liability to the Client, or any
other person, by reason of not issuing a report, appearing for, and/or providing testimony
or other evidence because of the Client’s failure to pay all amounts due POTESTA, and
the Client agrees to indemnify POTESTA against any such liability.


CERTIFICATIONS


31.1 For purposes of this Agreement, “certification” means to state or declare a
professional opinion based on the standard of performance set forth in Item 2 above.
31.2 POTESTA shall not be required to execute certificates that would (i) result in
POTESTA having to certify, guarantee or warrant the existence of conditions
whose existence POTESTA cannot reasonably ascertain under the existing
Services; (ii) require knowledge, services or responsibilities beyond the Services;
or (iii) require POTESTA to make a certification that would exceed what may
reasonably be expected from firms of similar experience and expertise providing
services of a similar nature, In addition, Client agrees not to make resolution of
any dispute with POTESTA or payment of any amount due to POTESTA in any
way contingent upon POTESTA executing such certificate.
vied 202 sc Comy Bl of Sypenios APOTESTA
Potesta & Associates, Inc.
Standard Terms and Conditions
Page 8
31.3 A professional’s certification in no way relieves other parties from meeting their
respective requirements imposed by contract or other means, including commonly
accepted industry standards and practices. If required as a part of its Services,
POTESTA will provide a written report stating whether, in POTESTA’s
professional opinion and based on periodic site visits, the construction work
complies generally with the Contract Documents.
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