PENNONI ASSOCIATES INC.

GENERAL TERMS AND CONDITIONS

1.

Unless withdrawn sooner, proposals are valid for thirty days.

2.

The technical and pricing information in proposals is the confidential and proprietary property of Pennoni Associates Inc. or any subsidiary or affiliate of Pennoni Associates Inc. ("Pennoni"). Client agrees not to use or to disclose to third parties any technical or pricing information without Pennoni’s written consent.

3.

Payment is due upon receipt of invoices as submitted. Client agrees to pay interest at the rate of 1½ percent per month on invoices that are more than 30 days past due. If an invoice is 30 or more days past due, Pennoni may suspend services and refuse to release work until Client has paid all amounts due, including interest charges. Unless Pennoni receives written notice of Client’s dispute of an invoice within 30 days of the invoice date, the invoice will be presumed correct.

4.

All drawings, sketches, specifications and other documents ("Documents") in any form, including electronic, prepared by Pennoni are instruments of Pennoni’s services, and as such are and shall remain Pennoni’s property. Upon payment in accordance with the terms of the agreement contemplated by this proposal ("Agreement"), Client shall have the right to use and reproduce the Documents solely for the purposes of constructing, remediating, using or maintaining the project contemplated by the Agreement ("Project"). The Documents are prepared for use on this Project only, and are not appropriate for use on other projects, any additions or alterations of the Project, or completion of the Project by others. Use of the Documents in violation of this paragraph without the express written consent of Pennoni is prohibited, and shall be at Client’s sole risk. Client agrees to indemnify, defend and hold harmless Pennoni from any claims, damages, losses, liabilities and expenses arising from such prohibited use.

5.

The proposed fees and schedule constitute Pennoni’s best estimate of the charges and time required to complete the Project. As the Project progresses, facts uncovered may dictate revisions in scope, schedule or fee.

6.

Fee and schedule commitments will be subject to change for delays caused by Client's failure to provide specified facilities or information, or for delays caused by unpredictable occurrences or force majeure, such as fires, floods, riots, strikes, unavailability of labor or materials, delays or defaults by suppliers of materials or services, acts of God, or acts or regulations of any governmental or regulatory agency.

7.

Where the method of payment is based on time and materials, Client agrees that the following will apply: The minimum time segment for charging work is one-quarter hour, except the minimum time segment for charging of field survey work is four (4) hours. Client reimbursable expenses include travel and living expenses of personnel when away from the home office on business connected with the Project; subcontractor and subconsultant costs; identifiable communications, mailing and reproduction costs; identifiable drafting and stenographic supplies; and expendable materials and supplies purchased specifically for the Project. A ten (10) percent administrative and handling charge will be added to client reimbursable expenses.

8.

No termination of this Agreement by Client will be effective unless Client gives seven days prior written notice with the reasons and details, and Pennoni is afforded an opportunity to respond. Where the method of payment is "Lump Sum," Client agrees that the final invoice will be based on the percentage of work completed to the effective date of cancellation, plus an equitable adjustment to provide for costs Pennoni incurred for commitments made prior to cancellation. Where the method of payment is time and materials, Client agrees that the final invoice will include all services and direct expenses up to the effective date of cancellation plus an equitable adjustment to provide for costs Pennoni incurred for commitments made prior to cancellation.

9.

Pennoni will perform its work in accordance with generally accepted professional standards. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED. This Agreement is solely for the benefit of the Client and its successors. There is no third-party beneficiary of this Agreement.

10.

Pennoni does not represent or warrant that any permit or approval will be issued by any governmental or regulatory body. Pennoni will endeavor to prepare applications for such permit or approval in conformance with applicable requirements; but, in view of the complexity of and the frequent changes in applicable rules and regulations and interpretations by the authorities, Pennoni cannot guarantee that any such application will be considered complete or will conform to all applicable requirements.

11.

Pennoni will maintain at its own expense Workman's Compensation insurance, Comprehensive General Liability insurance and Professional Liability insurance.

12.

IN THE EVENT THE CLIENT IS UNABLE TO ACCEPT THE ABOVE LIMITATION OF LIABILITY, PENNONI AGREES TO INCREASE THE LIMITATION TO $1,000,000 UPON ITS RECEIPT, PRIOR TO PERFORMING ANY SERVICES, OF CLIENT’S WRITTEN AGREEMENT TO PAY AN ADDITIONAL SUM OF NOT LESS THAN 10% OF THE TOTAL FEE UNDER THIS AGREEMENT OR $1,000, WHICHEVER IS GREATER.

13.

Client shall make no claim (whether directly, in the form of a third-party claim or claim for indemnity) against Pennoni unless the Client first provides a written certification, executed by an independent design professional, specifying those acts or omissions which the independent design professional contends is a violation of generally accepted professional standards and upon which the claim will be premised. The independent design professional must be licensed to practice in the state where the Project is located and in the discipline related to the claim. Client agrees that the independent design professional’s certification is a condition precedent to the Client’s right to institute any judicial proceeding.

14.

If required under the scope of services, Pennoni shall visit the Project site to become generally familiar with the progress and quality of the work for which Pennoni prepared contract documents, and Pennoni shall not make exhaustive or continuous onsite inspections. Pennoni’s services do not include supervision or direction of the contractor’s work. Observation by Pennoni field representatives shall not excuse the contractor for defects or omissions in its work. Pennoni shall not control construction means, methods, techniques, sequences, or procedures, and the contractor is solely responsible for all work on the Project, including safety of all persons and property.

15.

If Client does not retain Pennoni to render construction phase services, Client waives any claim it may have against Pennoni and agrees to indemnify, defend and hold harmless Pennoni from any loss or liability, including attorneys fees and other costs of defense, arising out of or related to the interpretation of Pennoni’s plans and specifications, the review of shop drawings, the evaluation of contractor’s request for change orders, or the failure to detect and correct obvious errors or omissions in Pennoni’s plans and specifications.

16.

Unless and until a court determines that Pennoni’s preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, specifications and/or Pennoni’s giving or failure to give instructions is the primary cause of any damage, claim, loss or expenses, Client shall indemnify, defend and hold harmless Pennoni and its officers, employees and consultants from and against all damages, claims, losses or expenses, including reasonable attorneys’ fees and other costs of defense, arising out of this Agreement. In the event the Client is required to defend Pennoni under this paragraph, Pennoni shall have the right to select its attorneys.

17.

Client agrees to pay reasonable expert witness fees if Pennoni or any of its employees is subpoenaed to testify as a fact or opinion witness in any court proceeding, arbitration or mediation to which the Client is a party.

18.

Unless otherwise provided in this proposal, Pennoni shall have no responsibility for the discovery, presence, handling, removal or disposal of hazardous materials or underground structures at the Project site.

19.

Client and Pennoni waive consequential damages arising out of this Agreement.

20.

If there is a conflict or inconsistency between any express term or condition in the proposal and these General Terms and Conditions, the proposal shall take precedence. The proposal and these General Terms and Conditions constitute the entire Agreement, and supersede any previous agreement or understanding.

21.

This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

22.

Neither the Client nor Pennoni shall assign this Agreement without the written consent of the other.

Revised 06/05/2006