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Exhibit D
<br /> GEOTEST SERVICES, INC. 8
<br /> Arlington & Bellingham, WA
<br /> Issued:February 4,2014
<br /> GENERAL CONDITIONS
<br /> 1. The client understands that no final letter of compliance will be issued to the building department for the project until all outstanding
<br /> invoices have been paid.
<br /> 2. Client acknowledges that GTS has explained the full range of services it offers and the manner in which they could be applied to this
<br /> project.Client also avers that he/she understands the value and benefit of these services and has of his/her own accord decided upon those
<br /> identified in the mutually agreed to scope of work. Client agrees to hold GTS harmless and indemnify GTS for claims,demand,suit,action
<br /> or assertion of any kind that arise from any work performed by GTS,and/or arise from any source due to GTS'failure to provide services
<br /> that Client has specifically not included in the list of services identified in the mutually agreed to scope of work. Such duty extends to and
<br /> applies to any claim, demand, suit, action or assertion raised by an employee of Client, and for this limited purpose Client waives the
<br /> protection afforded by any exclusivity provision under any applicable workers'compensation or industrial insurance act,including,but not
<br /> limited to, RCW Title 51. Client further agrees to indemnify and pay GTS for the cost of defending any such claims and rewards or
<br /> settlements resulting there from.
<br /> 3. Unless otherwise stated in writing, Client assumes sole responsibility for determining whether the quantity and the nature of work
<br /> ordered by Client is adequate and sufficient for Client's intended purpose. Client shall communicate these General Conditions to each and
<br /> every third party to whom Client transmits any part of GTS's work. GTS shall have no duty or obligation to any third party greater than that
<br /> set forth in GTS's proposal,Client's acceptance thereof and these General Conditions. The ordering of work from GTS shall constitute
<br /> acceptance of the terms of GTS's proposal and these General Conditions.
<br /> 4. Client shall initiate all tests and inspections of the site, materials and work performed by GTS or others to be timely and properly
<br /> performed in accordance with the plans,specifications and contract documents,and GTS's recommendations. No claims for loss,damage
<br /> or injury shall be brought against GTS by Client or any third party unless all tests and inspections have been so performed and unless GTS's
<br /> recommendations have been followed. Client agrees to indemnify,defend and hold GTS,its officers,employees and agents harmless from
<br /> any and all claims,suits,losses,costs and expenses,including,but not limited to,court costs and reasonable attorney's fees in the event
<br /> that all such tests and inspections are not so performed,or GTS's recommendations are not so followed except to the extent that such failure
<br /> is the result of the negligence,willful or wanton act or omission of GTS,its officers,agents or employees.
<br /> 5. GTS's work shall not include determining,supervising or implementing the means, methods,techniques,sequences or procedures of
<br /> construction. GTS shall not be responsible for evaluating,reporting of affecting job conditions concerning health,safety or welfare. GTS's
<br /> work or failure to perform same shall not in any way excuse any contractor, subcontractor or supplier from performance of its work in
<br /> accordance with the contract documents.
<br /> 6. Client shall be invoiced once each month for work performed during the preceding period. Client agrees to pay each invoice within
<br /> thirty(30)days of its receipt. Client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause within
<br /> said thirty(30)day period at the maximum interest rate permitted under applicable law,whichever is the lesser)until paid. Client agrees to
<br /> pay GTS's cost of collection of all amounts due and unpaid after sixty(60)days,including court costs and reasonable attorney's fees.
<br /> 7. The extension of unit prices herein with quantities to establish a total estimated cost does not guarantee a maximum cost to complete
<br /> the inspection and/or testing for a construction project. The quantities when given are estimated based on contract documents and
<br /> construction schedules made available at the time of proposal preparation. Since construction schedules, performance, production and
<br /> charges are directed and/or controlled by others,any quantity extensions must be considered as estimated and not a guarantee of maximum
<br /> cost. The term"Cost Estimate"does not imply a maximum contract amount,but only the extension value of our unit prices at the time of
<br /> proposal preparation.
<br /> 8. GTS is covered by General Liability Insurance for bodily injury and property damage arising directly from our negligent acts or
<br /> omissions,with a combined single limit of$2,000,000 dollars per occurrence. If Client requires additional coverage in excess of this amount,
<br /> and if procurable,GTS will take out additional General Liability Insurance to the limits Client requires at client's expense.
<br /> 9. GTS will provide its professional services to Client,as defined by its scope of work with that degree of care and skill ordinarily exercised
<br /> under similar circumstances by members of its profession. This representation is in lieu of any warranties or other representations,either
<br /> expressed or implied. It is also understood and agreed that statements made in GTS reports are opinions and/or interpretations based on
<br /> professional judgment,and should not be construed to be conclusive representations of fact. If conditions different from what are indicated in
<br /> the reports come to Client's attention after receipt of the reports,it is recommended that Client contact GTS immediately to authorize further
<br /> appropriate evaluation. GTS agrees to hold harmless and to indemnify Client on account of any damages due to bodily injury or property
<br /> damage, or breach of contract, arising directly out of a negligent act or omission in the performance of professional services by GTS;
<br /> provided,however,that any such liability to any third party arising out of GTS's performance of professional services,shall not exceed Fifty
<br /> Thousand Dollars($50,000.00),or the total amount of the fee paid.
<br /> 10. Except to the extent specifically addressed in Paragraph 9,Client agrees to indemnify,defend and hold GTS,its officers,employees,
<br /> agents and independent contractors harmless form any and all claims,suits,losses,costs and expenses,including but not limited to,court
<br /> costs and reasonable attorneys fees arising or alleging to have arisen out of the performance of GTS's work. In the event that Client or
<br /> Client's principal shall bring any suit,cause of action,claim or counterclaim against GTS to the extent that GTS shall prevail in such suit,
<br /> cause of action,claim or counterclaim,the party initiating such action shall pay to GTS the costs and expenses incurred by GTS to answer
<br /> and/or defend such suit,cause of action,claim or counterclaim,including reasonable attorneys fees,court costs,witness fees and other
<br /> related expenses.
<br /> 741 Marine Drive,Bellingham,WA 98225 • phone:360.733.7318 • fax:360.733.7418
<br /> 20611—67`h Ave.NE,Unit A,Arlington,WA 98223 • phone: 360.435.1141 • fax: 360.435.1124
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