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Innovative Decentralized Wastewater
<br /> Nitrogen Removal Demonstration Projects
<br /> Grant Application Proposal
<br /> July 19, 2010
<br /> Page 7
<br /> Lombardo Associates, Inc.
<br /> GENERAL CONDITIONS-FORM B
<br /> 1.0 BILLING
<br /> 1.1 Invoices will be issued every month, payable upon receipt, unless otherwise agreed.
<br /> 1.2 Interest of 1'/z % per month (but not exceeding the maximum rate allowable by law) will be payable on any amounts not paid
<br /> within 30 days, payment thereafter to be applied first to accrued interest and then to the principal unpaid amount. Any attorney's
<br /> fees or other costs incurred in collecting any delinquent amount shall be paid by the Client.
<br /> 1.3 In the event that the Client requests termination of the work prior to completion of a report, Lombardo Associates, Inc. (LAI)
<br /> reserves the right to complete such analyses and records as are necessary to place its files in order and,where considered by it
<br /> necessary to protect its professional reputation, to complete a report on the work performed to date. A termination charge to
<br /> cover the cost thereof in an amount not to exceed 30%of all charges incurred up to the date of the stoppage of the work may, at
<br /> the discretion of Lombardo Associates, Inc., be made.
<br /> 1.4 LAI reserves the right to stop work should invoices not be paid within thirty days(30)days of the billing date.
<br /> 2.0 WARRANTY AND LIABILITY
<br /> 2.1 LAI warrants that its services are performed, within the limits prescribed by its Clients, in a manner consistent with that level of
<br /> care and skill ordinarily exercised by members of the same professions currently practicing in the same locality under similar
<br /> conditions. No other warranty or representation,either expressed or implied, is included in its proposals, contracts, or reports.
<br /> 2.2 LAI has neither created nor contributed to the existence of any hazardous, radioactive, toxic or otherwise dangerous substance
<br /> or condition at the site, and its compensation hereunder is in no way commensurate with the potential risk of injury or loss that
<br /> may be caused by exposure to such substances or conditions. Accordingly, notwithstanding any other provision herein, the
<br /> liability of LAI, its employees, subcontractors and agents for any injury or loss arising from any such pre-existing or client
<br /> generated dangerous substance or condition at or near the project site,shall not exceed one thousand dollars($1,000.).
<br /> 2.3 LAI its employees, subcontractors, and agents shall not be liable for indirect or consequential damages, including without
<br /> limitation loss of use and loss of profits.
<br /> 2.4 In addition to the limitations provided in 2.2 and 2.3, and notwithstanding any other provision herein, the liability of LAI, its
<br /> employees, subcontractors, and agents shall be limited to injury or loss to the extent caused by the negligence of LAI, its
<br /> subcontractors,and/or agents hereunder,and the liability of LAI for injury or loss arising from (1) professional errors or omissions
<br /> and/or (2) environmental impairment or pollution and/or (3) radiation, nuclear reaction, or radioactive substances or conditions
<br /> that shall not exceed$100,000.
<br /> 2.5 The liability of LAI, its employees,subcontractors, and agents for any other claim(s)of any kind shall not exceed $500,000.
<br /> 2.6 Increased liability limits may be negotiated upon the Client's written request, prior to commencement of services, and agreement
<br /> to pay an additional fee.
<br /> 2.7 The Client agrees to indemnify and hold harmless LAI, its employees, subcontractors, and agents against and from any claim,
<br /> liability, attorneys' fees or other defense costs incurred because of (i) injury or loss caused by the actions or omissions of the
<br /> Client, its employers or its other agents, contractors, or subcontractors, or(ii) any third party claim arising from the performance
<br /> of services hereunder by LAI, its agents or subcontractors to the extent the liability and costs exceed the relevant amount of
<br /> LAI's liability specified in sections 2.2-2.6 above and does not result solely from the negligence or willful misconduct of LAI, its
<br /> agents or subcontractors.
<br /> 2.8 In the event the Client makes a claim against LAI, at law or otherwise, for any alleged error, omission or other act arising out of
<br /> the performance of its professional services, and to the extent the Client fails to prove such claim, then the Client shall pay all
<br /> costs, including attorney's fees, incurred by LAI in defending itself against the claim.
<br /> 2.9 Client agrees to pay LAI for all labor and expenses associated with services provided by LAI, regardless whether Client receives
<br /> compensation from any of its customers or funding sources.
<br /> 2.10 Client grants to LAI and, if the project site is not owned by Client,warrants that permission has been granted for, a right of entry
<br /> from time to time by LAI, its employees, agents and subcontractors, upon the project site for the purpose of providing the
<br /> Services.
<br /> 2.11 Client shall correctly identify the location of subsurface structures, such as pipes,tanks, cables and utilities and notify LAI of any
<br /> potential hazardous substances or other health and safety hazard or condition known to Client existing on or near the project
<br /> site.
<br /> 2.12 Drawings, specifications and other documents, including those in electronic form, prepared by LAI and LAI's consultants are
<br /> Instruments of Service for use solely with respect to this Project. LAI and LAI's consultants shall be deemed the authors and
<br /> owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including
<br /> copyrights.
<br /> Environmental Engineers/Consultants
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