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DMS Consultants, Inc. June 11, 2024 Project 9230-04 Page 3 TERMS AND CONDITIONS OF AUTHORIZATION Consultant shall serve Client by providing professional counsel and technical advice regarding subsurface conditions consistent with the scope of services agreed-to between the parties. Consultant will use his professional judgment and will perform his services using that degree of care and skill ordinarily exercised under similar circumstances, by reputable foundation engineers and/or engineering geologists practicing in this or similar localities.  In assisting Client, the Consultant may include or rely on information and drawings prepared by others for the purpose of clarification, reference or bidding; however, by including the same, the Consultant assumes no responsibility for the information shown thereon and Client agrees that Consultant is not responsible for any defects in its services that result from reliance on the information and drawings prepared by others. Consultant shall not be liable for any incorrect advice; judgment or decision based on any inaccurate information furnished by the Client or any third party, and Client will indemnify Consultant against claims, demands, or liability arising out of, or contribute to, by such information.  Unless otherwise negotiated in writing, Client agrees to limit any and all liability, claim for damages, cost of defense, or expenses to be levied against Consultant on account of design defect, error, omission, or professional negligence to a sum not to exceed ten thousand dollars or charged fees whichever is less. Further, Client agrees to notify any construction contractor or subcontractor who may perform work in connection with any design, report, or study prepared by Consultant of such limitation of liability for design defects, errors, omissions, or professional negligence, and require as a condition precedent to their performing the work a like limitation of liability on their part as against the Consultant. In the event the Client fails to obtain a like limitation of liability provision as to design defects, errors, omissions or professional negligence, any liability of the Client and Consultant to such contractor or subcontractor arising out of a negligence shall be allocated between Client and Consultant in such a manner that the aggregate liability of Consultant for such design defects to all parties, including the Client shall not exceed ten thousand dollars or charged fees whichever is less. No warranty, expressed or implied of merchantability or fitness, is made or intended in connection with the work to be performed by Consultant or by the proposal for consulting or other services or by the furnishing of oral or written reports or findings made by Consultant.  The Client agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless the Consultant, its officers, directors, employees, agents and subconsultants from and against all claims, damages, liabilities or costs, including reasonable attorney’s fees and defense costs, of any nature whatsoever arising from or in connection with the Project to the extent that said claims, damages, liabilities or costs arise out of the work, services, or conduct of Client or Client’s contractors, subconsultants, or other third party not under Consultant’s control. Client further agrees that the duty to defend set forth herein arises immediately and is not contingent on a finding of fault against Client or Client’s contractors, subconsultants, or other third parties. Client shall not be obligated under this provision to indemnify Consultant for Consultant’s sole negligence or willful misconduct.  Client shall grant free access to the site for all necessary equipment and personnel and Client shall notify any and all possessors of the project site that Client has granted Consultant free access to the project site at no charge to Consultant unless expressly agreed to otherwise in writing.  If Client is not the property owner for the subject Project, Client agrees that it will notify the property owner of the terms of this agreement and obtain said property owner’s approval to the terms and conditions herein. Should Client fail to obtain the property owner’s agreement as required herein, Client agrees to be solely responsible to Consultant for all damages, liabilities, costs, including litigation fees and costs, arising from such failure that exceed that limitation of Consultant’s liability herein.  Client shall locate for Consultant and shall assume responsibility for the accuracy of his representations as to the locations of all underground utilities and installations. Consultant will not be responsible for damage to any such utilities or installation not so located.  Client and Consultant agree to waive claims against each other for consequential damages arising out of or relating to this agreement. Neither party to this agreement shall assign the contract without the express, written consent of the other party.  Consultant agrees to cover all open test holes and place a cover to carry a 200-pound load on each hole prior to leaving project site unattended. Consultant agrees that all test holes will be backfilled upon completion of the job. However, Client may request test holes to remain open after completion of Consultants work. In the event Client agrees to pay for all costs associated with covering and backfilling said test holes at a later date, and Client shall indemnify, defend and hold harmless Consultant for all claims, demands and liabilities arising from his request, except for the sole negligence of the Consultant, to the extent permitted by law.  Consultant shall not be responsible for the general safety on the job or for the work of Client, other contractors and third parties.  Consultant shall be excused for any delay in completion of the contract caused by acts of God, acts of the Client or Client’s agent and/or contractors, inclement weather, labor trouble, acts of public utilities, public bodies, or inspectors, extra work, failure of Client to make payments promptly, or other contingencies unforeseen by Consultant and beyond reasonable control of the Consultant.  In the event that either party desires to terminate this contract prior to completion of the project, written notification of such intention to terminate must be tendered to the other party. In the event Client notifies Consultant of such intention to terminate Consultant’s services prior to completion of the contract, Consultant reserves the right to complete such analysis and records as are necessary to place files in order, to dispose of samples, put equipment in order, and (where considered necessary to protect his professional reputation) to complete a report on the work performed to date. In the event that Consultant incurs cost in Client’s termination of this Agreement, a termination charge to cover such cost shall be paid by Client.  If the Client is a corporation, the individual or individuals who sign or initial this Contract, on behalf of the Client, guarantee that Client will perform its duties under this Contract. The individual or individuals so signing or initialing this Contract warrant that they are duly authorized agents of the Client.  Any notice required or permitted under this Contract may be given by ordinary mail at the address contained in this Contract, but such address may be changed by written notice given by one party to the other from time to time. Notice shall be deemed received in the ordinary course of the mail. This agreement shall be deemed to have been entered into the County of Orange, State of California. LIMITATIONS Our findings, interpretations, analyses, and recommendations are professional opinions, prepared and presented in accordance with generally accepted professional practices and are based on observation, laboratory data and our professional experience. Consultant does not assume responsibili ty for the proper execution of the work by others by undertaking the services being provided to Client under this agreement and shall in no way be responsible for the deficiencies or defects in the work performed by others not under Consultant’s direct control. No other warranty herein is expressed or implied.