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~TERMS AND ORPO~ April 2a~001 PES ~876-01 City ~,, ~anta Aha Fire Dept. CONDITIONS FOR PROFESSIONAL SERVICES Professional Services Power Engineering Services, Inc., (PES) shall perform the services outlined in this agreement for the stated fee arrangement. ACCESS TO THE SITE Unless otherwise stated, PES will have access to the site in activities necessary for the performance of the services. PES will take precautions to minimize damage due to these activities, but have not included in the fee the cost of restoration of any resulting damage. FEE The total fee, if stated, shall be understood to be an estimate, and shall not be exceeded by more than ten percent without written approval of the Client. Where the fee arrangement is to be on an hourly basis, the rates shall be those that prevail at the time services are rendered. BILLINGS/PAYMENTS/FREQUENCY: All invoices for services rendered or expenses incurred shall be submitted at PES's option, either upon completion of such services or on a monthly basis. Invoices are payable in full upon receipt. Retainers shall be credited on the final invoice. LATE PAYMENTS: In the event any billing for services rendered or expenses incurred shall remain unpaid for more than thirty (30) days, Power Engineering Services, Inc., may without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of the service. Upon any default under this agreement all obligations of client shall bear interest at the rate of 1.5% per month until all such sums due and owing have been paid in full at the sole election of PES. In the event any portion or all of an account remains unpaid after the payment terms, the Client shall pay all costs of collection, including attachment, court costs and reasonable attorney's fees. OWNERSHIP OF DOCUMENTS/SERVICES: Power Engineering Services, Inc., retains a security interest in reports and/or services rendered hereunder until paid in full and in addition to the remedies set forth above shall have all of the rights and remedies under the California Uniform Commercial Code. APPLICABLE LAWS: Unless otherwise specified, this agreement shall be governed by the laws of the State of California. WARRANTIES: PES warrants that all of the services provided by or on its behalf pursuant to this Agreement will be performed with reasonable care, skill and diligence in accordance with generally and currently accepted professional engineering principles and practices. This warranty is in lieu of ali other warranties, either express or implied Further, it is understood that when used in conjunction with the providing of services pursuant to this agreement, such terms as "certified", "warrant", "confirm", "assure" or the like do not constitute a guarantee, but rather a representation based on PES' professional opinion or judgment. INDEMNIFICATION: The Client shall indemnify and hold harmless PES, its employees and agents from and against all third party claims for loss or damages, including costs of litigation and reasonable attorney's fees, arising out of the performance of the professional services contemplated by this Agreement, except and unless such loss or damages were proximately caused by the gross negligence or intentional misconduct of PES, its employees or agents. TERMINATION OF SERVICES: This agreement may be terminated in writing by the Client or PES should the other fail to perform its obligations in writing hereunder. In the event of termination, the Client shall pay PES for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses. RISK ALLOCATION: California Civil Code 2782.5: Nothing contained in Section 2782 shall prevent a party to a construction contract and the owner or other party for whose account the construction contract is being performed from negotiating and expressly agreeing with respect to the allocating, release, liquidation, exclusion, or limitation as between the parties of any liability (a) for design defects, or (b) of the promisee to promisor arising out of or relating to the construction contract. In recognition of the relative risks, rewards and benefits of the project to both the client and PE$, the risks have been allocated such that the client agrees that, to the fullest extent permitted by law, PES' total liability to the client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement from any cause or causes, shall not exceed ten times our fee or $50,000 whichever is less. Such cases include, but are not limited to PES' negligence, errors, omission, strict liability, breach of contract or breach of warranty. PROPRIETARY OWNERSHIP: PES claims proprietary fights to the technical information issued in confidence for this project. Engineering information and drawings may not be reproduced or altered without direct written permission from PES to the user. The drawings and/or technical information provided are the property of PES and are provided for use on this project only. ACKNOWLEDGMENT The undersigned acknowledges review and understanding of the Terms and Conditions and that this letter and all attachments accurately sets forth the complete services for which Power Engineering Services, Inc., has been engaged and agrees to be responsible for and pay to Power Engineering Services, Inc., all the foregoing fees and to reimburse PES for any costs, expenses or advances incurred in performing the services herein: SIGNED: DATED: