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<br /> costs associated with any storage, transport, and disposal of samples and materials, and to defend and indemnify Lowney from any and all claims
<br /> arising out of or in any way related to the storage, transport, and disposal of asbestos, hazardous or toxic substances, or pollutants, including but
<br /> not limited to, any samples and/or materials.
<br /> 15.0 PREVAILING WAGE OBLIGATIONS
<br /> 15.1 Client shall notify Lowney in writing if the Work subject to this Agreement constitutes a "public work" under any and all federal, state, and/or local
<br /> prevailing wage laws, and/or living wage laws and/or ordinances, including, but not limited to, the Davis-Bacon Act and the provisions of
<br /> California Labor Code §§ 1720, et seq. In addition, Client shall notify Lowney if Lowney is obligated by statute, any public contracting authority,
<br /> and/or a developer to pay prevailing wages and benefits and/or any other predetermined wages or benefits (collectively, "prevailing wage
<br /> obligations"). In the event that Lowney must adhere to federal, state, and/or local prevailing wage obligations for Work performed, Client shall
<br /> provide Lowney with any and all prevailing wage determinations applicable to the Work to be performed by Lowney. Client understands and
<br /> agrees that Lowney's fee for Work performed under this Agreement will be calculated, in part, on the basis of representations by Client regarding
<br /> the existence and amount of any and all prevailing wage obligations and that, if such obligations exist, Lowney's fee might be different. Client
<br /> further understands and agrees that Lowney will rely on the representations made by Client with regard to prevailing wage obligations and Client
<br /> agrees to indemnify Lowney against any and all claims, liabilities, suits, demands, losses, costs, and expenses, including, but not limited to,
<br /> reasonable attorneys' fees and all legal expenses and fees, arising from Lowney's reliance upon Client's representations regarding prevailing wage
<br /> obligations. Client agrees that in the event of any such claims, suits, and/or demands, Lowney shall have the right to select counsel of its
<br /> choosing.
<br /> 16.0 CERTIFICATE OF MERIT
<br /> 16.1 The client shall make no claim for professional negligence unless the Client has first provided Lowney with a written certification executed under
<br /> penalty of perjury by an independent consultant currently practicing in the same discipline and geographic area as Lowney and licensed as a
<br /> professional engineer or registered geologist in the State of California. This certification shall: a) contain the name and license number of the
<br /> certifier; b) specify with particularity the acts or omissions that the certifier contends are not in conformance with the standard of care for a
<br /> consultant performing professional services under similar circumstances; c) state the time spent by certifier in rendering this opinion; and d) state
<br /> in detail the basis for the certifier's opinion that such acts or omissions do not conform to the standard of care including references to literature,
<br /> treatises or textbooks to support the certifier's conclusions. This certificate shall be provided to Lowney no less than thirty (30) calendar days
<br /> prior to the presentation of any claim or the institution of any mediation, arbitration or judicial proceeding. At least fifteen (15) days before
<br /> providing the certificate to Lowney, Client shall ensure that the proposed certifier notify Lowney in writing of the certifier's intended certification
<br /> and the content thereof, and Client shall arrange for Lowney to discuss the matter with the certifier in an attempt to correct any misinformation in
<br /> the intended certification and/or to resolve the matter. If Client fails to comply with the Certificate Of Merit process contained in this section 16,
<br /> then (1) Client waives and foregoes any claim or entitlement to recovery of attorneys' fees and litigation costs otherwise recoverable under this
<br /> contract, and (2) Client is estopped and precluded from pursuing any method of mediation, arbitration and litigation against Lowney until such
<br /> time as Client does comply herewith (the "Claim Preclusion"). In agreeing to the Claim Preclusion, Client agrees that compliance with the
<br /> Certificate Of Merit process is jurisdictional.
<br /> 17.0 MISCELLANEOUS PROVISIONS
<br /> 17.1 The term "indemnify" shall mean indemnify, defend, and hold harmless from and against any and all claims, liabilities, suits, demands, losses,
<br /> costs, and expenses, including, but not limited to, reasonable attorneys' fees and all legal expenses and fees incurred on appeal, and all interest
<br /> thereon ("claims"), accruing or resulting to any and all persons, firms, or any other legal entities, on account of any damages or losses to property
<br /> or persons, including death, or economic losses, arising out of the item, matter, action, or inaction specified in the specific provision.
<br /> 17.2 This Agreement shall be governed by California law. The venue for any legal action brought pursuant to this Agreement shall be located within
<br /> the County of Santa Clara, State of California.
<br /> 17.3 Nothing contained in this Agreement shall create a contractual relationship with or cause of action in favor of a third party against either the Client
<br /> or Lowney.
<br /> 17.4 The Client and Lowney, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this
<br /> Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement.
<br /> Client shall not assign this Agreement or any right or cause of action hereunder without the written consent of Lowney.
<br /> 17.5 Unless specified otherwise by Lowney, this quotation shall not remain in effect after thirty (30) days of the proposal date.
<br /> 17.6 Lowney maintains a General Engineering A license (No. 682286) and Hazardous Substances Removal and Remedial Actions Certification with the
<br /> State of California, which are reguiated by the Contractors State License Board. Any questions concerning a contractor may be referred to the
<br /> Registrar, Contractors State License Board, P.O. Box 26000, Sacramento, California 95826.
<br /> 17.7 Client agrees that Lowney may use and publish Client's name and a general description of Lowney's services with respect to the project in
<br /> describing Lowney's experience and qualification to other clients or prospective clients.
<br /> 17.8 This Agreement shall not create any rights or benefits to parties other than Client or Lowney. No third-party shall have the right to rely on
<br /> Lowney's opinions rendered in connection with Lowney's services without Lowney's written consent and the third-party's agreement to be bound
<br /> to the same terms and conditions as Client.
<br /> 17.9 Client acknowledges and agrees that it has received and reviewed these Terms and Conditions and that any rule of construction to the effect that
<br /> ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement.
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