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<br /> PROFESSIONAL SERVICES TERMS AND CONDITIONS -PPage-MTV"
<br /> The fobbing Terms and Conditions are attached to and form part of the Proposal for Professional Services to be performed by woo
<br /> and together,when the CLIENT authorizes MIOIZI to;proceed with the services,constitute the AGREEMENT.
<br /> wampum,/OF WORK:MIOIZt shell render theservices described in the Proposal(herolnetlercalled the"SERVICES')to the CLIENT.
<br /> TERMS AND CONDITIONS:No tams,coni conthticms, undendandrigs,or agreements pumooti rg.to madtty or vary these Terms and
<br /> Condikons shall be binding unless hereafter made in writing and signed by the CLIENT and MIGiZ1 In the event of any conflict between
<br /> the Proposal and these Tena and Conditions,these Terms and Conditions shall take precedence.This AGREEMENT stmercedes ail
<br /> previous agreements,arrangements or understandings between the parties whether written or oral in cotmecl on with or indriental to the
<br /> PROJECT
<br /> COMPENSATION: Payment is due to MIGIZI upon rem of loots. Faknre to make any payment when due is a rrmateriasi breach of this
<br /> AGREEMENT andel entitle MIGIZI,at Its option,to suspend orterminatethis AGREEMENT and the provision oft*SERVICES:interest
<br /> will accrue on accounts overdue by 30 days at the maldmum legal rate of Interest.Unless ohernare noted,the fees in this agreement do
<br /> not include any vakle added,sales,or other taxes that may be applied by Government on fees for services.Such taxes will be added to
<br /> all bhvoices as required.
<br /> NOTICES:Each party shall designate a representative who is authorized to act on behalf of that party.AN notices,consents,and approvals
<br /> required to be given hereunder shall be it writing and shall be given to the representatives of each party.
<br /> TERMINATION:Eitherparty may ffirmthate the AGREEMENT without cause upon thirty(30)days'notice in writing.Selkirk party breaches
<br /> the AGREEMENT and fails to remedy such breach within seven(7)days of notice to do so by them party,the non-defaulting
<br /> petty may immediately terminate the Agreement Non-payment by the CLIENT of MIGIZI'a invoices rpiUNn 30 days of MIGIZI rendering
<br /> same is agreed to constitute a material breach and,upon written notice as prescribed.above,the duties,obligations and resPollstffitles
<br /> of MIGIZI are terminated.On termination by either patty,the CLIENT stuclforthwith pay MIGIZI all fees and charges for the SERVICES
<br /> provided to the effective date of temnination.
<br /> ENVIRONMENTAL:Exoapt as specifically described inthisAOREEMENT,MIGIZI'eflald Inveetlyation,laboratory testing and engineering
<br /> recommendations will not address or evaluate pollution of soil or pollution of groundenter.
<br /> Wham the SERVICES include storm water pollution preventian(SWPP),serkmentation or erosion control pare,. ,pry
<br /> or related construction observation or administrative field functions,CLIENT acknowledgesthat such SERVICES proposed or performed
<br /> by MiGiZI we not guaranteedto provide complete SWPP,serffimerdation or erosion control,capture all nm off or siltation,that anyphysical
<br /> works we to be constructed and maintained by the CLIENT'S contractor or others and that MIGIZI has no control over the ultimate
<br /> effectiveneis of any such works ar,procedurea:Except to the.extent that them were errors or omissions in the SERVICES provided by
<br /> MICEZI,CLIENT woes to indemnify and held MIGIZI harmless from and against all Mitis,costs,liabkities or damages whatsoever
<br /> arising from any stoma water pollution,erosion,sedimentation,or discharge of silt or other deleterious substances into any waterway,
<br /> wetland or median!are any resultkm des;fines,legal action,cleanup or MOW costs
<br /> PROFESSIONAL RESPONSE'S:TY:in performing the SERVICES,MIGIZI wE provide and exams the standard of care,skill and
<br /> tdiligence he oe in which dytlfe�SERVlY practicesnormally provided In the�of the SERVICES at the time and
<br /> CES wem performed.
<br /> MUTATION ATION OF LIABILITY:The CLIENT releases MIGIZI from any lIabiity and agrees to defend,indemnity and hold MOD harmless
<br /> from any and all claims,damages,losses,and/or expenses,direct and indiecf,or consequerdial damages,including but not limited to
<br /> attorneys fees and charges and court and arbitration coats,arising out of,or claimed to arise out of,the perforkrance of the SERVICES,
<br /> excepting liability arising from the sole negligence of MIGIZI.It is further agreed that the total amount of all claims the CLIENT may have
<br /> against MIGIZI under this AGREEMENT,including but not limited to claims for negligence,negligent rrdderepresenlation and/or breath of
<br /> contract,shall be strictly limited to the lesser of professional fees paid to MGM for the SERVICES or fifty thousand dollars.No claim may
<br /> be brought against MIGIZI more than two(2)years after the cause of action arose.As the CLIENTs sole and exclusive remedy under
<br /> this AGREEMENT any claim,demand or suit shall be directed and/or asserted only against MIGIZI and not against any of MIGIZIS
<br /> employees,officers or directors.
<br /> MIGIZI's liability with respect to any claims arising out of this AGREEMENT shall be absolutely limited to direct damages arising out cf
<br /> the SERVICES and MIGIZI shall bear no liability whatsoever for any consequential los,injury or damage incurred by the CLIENT,.
<br /> including but not limited to claims for loss of use,lossof profits ad/or loss of markets.
<br /> INDEMNITY FOR MOLD CLAIMS:itis understood by the parties that existing or constructed buildings may contain mold aubstar►ces that
<br /> can present health hazards and result in bodily injury,property damage and/or necessary remedial measures.If,during performance of
<br /> the SERVICES,MIGIZI knowingly encounters any such substances,MIGIZI shall notify the CLIENT and,without labiity forconseque consequential
<br /> or any other damages,suspend performance of services until the CLIENT retains a Maned specialist to abate and/or remove the mold
<br /> substances.The CLIENT agrees to release and waive all claims,including consequential damages,against MIGI2I,its subcOnsrftants
<br /> and their officers,directors and employees arising from or in any way connected with the existence of mold on or about the project site
<br /> whether during or after completion of the SERVICES.The CANT further agrees to indemnify and hold MIGIZI harmless from and against
<br /> all claims,costs,liabilities and damages,including reasonable attorneys'fees and costs,arising in any way from the existence of mold on
<br /> the project site whether during or after completion of the SERVICES,except for those claims,liabilities,costs ordamages caused by the
<br /> sole gross negligence endlorknowing or willful misconduct of MIGIZI.MIGIZI and the CLIENT waive all rights against each other for mold
<br /> damages to the extent that such damages sustained by ether party are covered by insurance.
<br /> 16MAR2016
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