Planning & Zoning Commission (linked)

SLR International Corporation |
195 Church Street, 7th Floor, New Haven, Connecticut, 06510
October 29, 2024
Mir. Mark W P| Public Hearing
r. Mark Wujtewicz, Planner Robert t 8-
Town of Waterford oberts Court 8-30(8)
15 Rope Ferry Road Spi
fl Ge Exhibit 27
Waterford, CT 06385
SLR Project No.: 142.056632.00001
SLR Client No.: 13104
RE: Proposal for Peer-Review Traffic Engineering/Transportation Planning Services
Proposed Affordable Housing Project at Robert Village Drive
Waterford, Connecticut
Dear Mr. Wuitewicz,
As requested, SLR International Corporation (SLR) is pleased to submit herein our proposal to
undertake a peer review on behalf of the Town of Waterford (the Town) of the traffic study and
related site plan aspects of the proposed affordable housing project. Our staff routinely provide
peer reviews of traffic and transportation studies prepared by others as part of our municipal
traffic engineer on-call work. Below is the scope of services for this assignment. SLR currently
provides peer review services throughout Connecticut, including in the towns of New Milford,
Derby, Litchfield, Danbury, Southbury, Essex, Old Lyme, Shelton, West Harford, and, of course,
Waterford.
Scope of Services
Peer Review Services
1.0 Review the report(s), plans, drawings, and other applicable documentation that have
been submitted by the applicant.
AA Visit the development site to familiarize ourselves with the site and environs.
41.2 Review the applicant’s traffic study and site plan from a safety perspective and
identify any safety concerns and issues not covered in the applicant's traffic study.
2.0 Provide the Town with a written technical traffic peer review of the report that highlights
any safety concerns/issues not identified in the applicant's traffic study.
3.0 If required, attend the public hearing scheduled for November 12, 2024 (SLR
understands this date may change), and provide a follow-up report that addresses safety
concerns/issues that may arise from the testimony during the public hearing.
4.0 Once the applicant prepares a revised report that addresses SLR’s comments and the
comments from the public hearing, SLR will review the applicant’s report and assess the
sufficiency of the applicant's responses and highlight any remaining outstanding safety
concerns/issues.
Time for Completion
SLR will proceed with the services under this agreement promptly and diligently and faithfully
prosecute the work to completion in accordance with the dates stated above and established by
the Town. We can complete the initial review by the latest the close of the business day on
4

Town of Waterford
Proposal for Peer-Review Traffic Engineering/Transportation Planning October 29, 2024
Services SLR Project No.: 142.056632.00001
November 11, 2024. This means that authorization would be needed by Wednesday,
October 30, 2024.
Professional Fees
As shown on the attached fee sheet, SLR will perform the outlined services for a fee not to
exceed $5,800 plus direct expenses (there is no mark-up on our direct expenses). This is based
on approximately 10 staff-level hours and 16 principal-level hours. Services made outside of this
scope can be conducted for an agreed-upon fee. Invoices will be submitted monthly based on
work performed during the previous month. Our billing rates are attached to this proposal.
Standard Terms and Conditions
Work will be performed in accordance with SLR's Standard Terms and Conditions (copy
attached), incorporated by reference.
Exclusions/Limitations
Please note that the following services are not included in this proposal:
1. Professional services other than what is listed in the scope of services above
2. Attendance at meetings and hearings beyond those mentioned above
3. Production of plans or drawings
4
Response to questions or comments and review of applicant responses beyond those
outlined above
Should the above items or any additional services be required, they can be provided on an
hourly basis or for a lump sum fee as decided by the Town.
Acceptance
If this proposal satisfactorily sets forth your understanding of the arrangement between us, we
would appreciate your signing in the space provided and returning it to us for our files. We look
forward to working with you on this project.
Regards,
SLR International Corporation
Cortarg Rac “Leh AM
Anthony-Russo David G. Sullivan, PE
Regional Manager — Highways & Transportation Planning U.S. Manager of Traffic and Transportation Planning
arusso@slrconsulting.com dsullivan@slrconsulting.com
Attachments
142.13104.p0018.02924.prop
The. above proposal and attached Standard Terms and Conditions are understood and accepted:
ay Yona i Wan Qn, Date al \\: OX
Saito Who Be iyodrer
(Print name and title)
ae
2

+*SLR
2024 US STANDARD RATE SCHEDULE
PROFESSIONAL SERVICES
Senior Advisor
Senior Principal
Principal 2
Principal 1
Senior 2
Senior 1
Associate 2
Associate 1
Project 2
Project 1
Staff 2
Staff 1
Chief Inspector
Senior Inspector
Inspector
Senior Draftsperson/Technician
Draftsperson/Technician
Party Chief
Survey Crew Member
Administrative
Note: Time will be billed to the nearest “4 hour
Hourly Rate
$375
$315
$290
$265
$255
$230
$205
$195
$185
$170
$155
$145
$205
$185
$155
$150
$135
$155
$120
$115

REIMBURSABLE EXPENSES
Bond Prints
Large Bond Prints
Fixed Line Mylars
Color Plots/Mylars
Large Color Plots/Mylars
Photocopies -8% x 11
Photocopies — 11 x 17
Color Copies — 8% x 11
Color Copies — 11 x 17
Binding 0-200 pages
201 or more pages
Board Mounting
Each FedEx — $0-$25
FedEx — Over $25
Mileage
OTHER DIRECT CHARGES
Subcontractors, vendors, and other expenses
Administrative charge
Expert witness testimony services (court and mediation)
IRS Rate
Each
Each
Each
Each
Each
Per Copy
Per Copy
Per Copy
Per Copy
Per Bound
Copy
Per Bound
Copy
Each
Per FedEx
Per FedEx
Per Mile
Rate
Actual cost + 15%
3% of labor charges
50% labor surcharge

SLR INTERNATIONAL CORPORATION STANDARD TERMS AND CONDITIONS
This Agreement, which shall include any attachments hereto, is by and between SLR International Corporation (“SLR” or “We”) and the party that
is the signatory to the Proposal or Engagement Letter that these terms and conditions are attached to (“Client” or “You”) (each a “Party” and
together the “Parties”) and is entered into effective the date of the last signature hereto (“Effective Date”). The signing of this Agreement by the
Client and SLR authorizes SLR to carry out and complete the Services as described in the Proposal or Engagement Letter that these terms and
conditions are attached to) in consideration of the mutual covenants set forth in this Agreement.
1, SCOPE OF SERVICES: SLR will provide as-requested services (“Services”). Services will be performed pursuant to the Proposal Engagement Letter
that these terms and conditions are attached to or the Engagement Letter that terms and conditions are attached to, which shall be incorporated
herein and made part of the Agreement. You authorize us to act on instructions, consistent with the agreed scope of Services, which are given in
any manner, if we reasonably believe that You or a person with authority to act on your behalf has given those instructions. Any conflicting terms
and conditions of purchasing associated with a Purchase Order will be disregarded and the terms and conditions of this Agreement shall prevail.
2. FEE FOR SERVICES: SLR's fee for the Services shall be provided either on a time and materials or fixed fee basis, as established in the Proposal
or Engagement Letter that these terms and conditions are attached to. SLR’s applicable rates will be listed in the attached Rate Schedule or the
Engagement Letter that these terms and conditions are attached to. SLR may adjust its rates from time to time, provided however, that Client shall
be provided at least thirty days advance written notice of such adjustment. The Client's obligation to pay for the Services performed under this
Agreement is in no way contingent upon Client's ability to obtain financing, zoning, approval of governmental or regulatory agencies, favorable
judgment of lawsuit, or upon Client's successful completion of the Project.
3. EXTRA SERVICES: SLR may also perform consulting tasks in addition to the Services (“Extra Services” or “Changes”), subject to the Parties’ mutual
written agreement and the terms of this Agreement.
4, PAYMENT TERMS: SLR will, on a monthly basis, or upon the completion of the Services, or as otherwise described in the Proposal or Engagement
Letter that these terms and conditions are attached to, submit invoice(s) for the un-billed portion of Services actually completed. Client agrees to
pay the invoiced amounts within thirty (30) days from the date of the invoice. Any payment that is not received by SLR within said 30 days shall be
considered delinquent. SLR reserves the right to include a late payment charge, at a rate of 1 percent per month, for each month an invoice is
delinquent. Failure to charge late payment charges will not affect SLR’s right and ability to do so going forward. SLR may suspend or terminate any
and all of the Services, if payment of any invoiced amount not reasonably in dispute is not received by SLR within 60 days from the date of SLR 's
invoice. Such suspension of services is done without waiving any other claim against Client and without incurring any liability to Client for such
suspension due to Client's breach of payment terms. Termination shall not relieve Client of its obligation to pay amounts incurred up to termination.
5, TERM: The Term of this Agreement shall commence on the Effective Date and shall continue until terminated by one of the Parties in accordance
with these terms, or until work under the Proposal or Engagement Letter that these terms and conditions are attached to.
6. SLR RESPONSIBILITIES
(a) Standard of Performance: SLR will perform the Services using that degree of skill and care ordinarily exercised under similar conditions by
reputable members of the profession practicing in the same or similar locality at the time of performance. SLR shall comply with all applicable
federal, state, and local laws, rules, and regulations in performing the Services.
(b) Except where the Proposal or Engagement Letter that these terms and conditions are attached to specifically includes provision of such advice
or consideration, the obligations of SLR under this Agreement do not include a duty to advise or undertake any investigation to determine regulatory
compliance, the actual or possible presence of pollution, asbestos containing materials, infestation, actual or possible presence of protected or
invasive species, or contamination at the Client’s site(s) or as to the risks of such matters having occurred, being present or occurring in the future
nor shall SLR have any duty to consider such matters as influencing any aspect of the Services to be performed by SLR under this Agreement.
(c) Where the Proposal includes a site or environmental assessment, audit, review or investigation which includes the interpretation, interpolation
or extrapolation of data from discrete sampling and/or observation locations and/or discrete times, the Client accepts and agrees that these data
may not represent actual conditions at other such locations or at other times and that SLR's conclusions and recommendations based on such data
are statements of professional opinion and not statements of fact. Although SLR will carry out such Services and provide its conclusions and
recommendations with reasonable skill, care and diligence, it accepts no liability if the actual conditions at other locations or at other times are
different from those described in SLR's conclusions or recommendations.
(d) If the Proposal or Engagement Letter that these terms and conditions are attached to includes construction observation or observation of
explorations, then, on the basis of site observations performed, SLR will keep the Client informed as to the progress and quality of the work and
shall endeavor to guard the Client against defects and deficiencies in the work and confirm that the work is proceeding in accordance with the
contract documents. SLR shall not have control over or charge of and shall not be responsible for construction means, methods, techniques,
sequences, or procedures or have safety precautions and programs in connection with the work since these are the contractor's responsibility.
Observations provided by SLR are solely for the benefit of the Client.
SLR Terms and Conditions 02 2023 Page 1 of 4

7. CLIENT RESPONSIBILITIES
(a) The Client shall ensure that its employees, agents, other consultants, and contractors act reasonably and give such assistance and co-operation
as shall reasonably be required by SLR in the performance of the Services.
(b) The Client shall ensure that its decisions, instructions, consents, or approvals on or to all matters properly requiring such shall be given in such
reasonable time so as not to delay or disrupt the performance of the Services by SLR.
(c) Client shall arrange for access to and make all provisions for SLR to enter upon public and private property as required for SLR to perform the
Services, SLR will assist Client in obtaining access, if requested by Client and is part of the Proposal or Engagement Letter that these terms and
conditions are attached to. Client, at its expense, shall furnish approvals and permits from all governmental authorities having jurisdiction over the
Client’s project and such approval and consents from others as may be necessary for completion of the Services, unless otherwise arranged for in
writing with SLR.
(d) Client is responsible for informing SLR of the locations of any underground structures or utilities. Client will provide all necessary and relevant
data and information, including underground services, structures or artificial obstructions and details of the services to be performed by any
contractors or consultants, and shall ensure such data is accurate and complete. SLR shall be entitled to rely on such information and will not be
responsible for any damage to underground services, structures or obstructions or for any damage, claims, expenses or loss arising as a result of
such excavating, boring, probing or the like below existing ground level, unless the locations of the underground services, structures or artificial
obstructions on Site are accurately shown on the Client furnished drawings or plans. SLR will not be responsible for inadvertent damage to
underground structures or utilities that were not made known to SLR prior to the start of obtrusive activities such as digging or drilling.
(e) The Client acknowledges that it has a duty of care with respect to the health and safety of SLR's employees while they are on the Client's
premises or on sites controlled by the Client and confirms it will comply with all applicable health and safety legislation. The Client acknowledges
SLR’s right to stop work under any circumstances where SLR or its employees consider commencing or continuing their activities would either be
unsafe or pose an unacceptable risk to themselves or others. In such circumstances the Parties will engage as soon as is practicable to agree a
resolution to allow work to resume.
(f) Client agrees to advise SLR upon execution of this Agreement of any hazardous substance or material or any other condition, known or that
reasonably should be known by Client, existing in, on, or near the site that presents or may present a potential danger to human health, the
environment, or SLR's equipment. Client agrees to notify SLR immediately of new, different, or additional information, as it becomes available to
the Client. Client shall also, upon execution of this Agreement, provide SLR with copies of any written emergency response procedures for the site
as well as information about any safety or other hazards at the site, and a copy of any written health and safety program that may exist for the site.
8. FORCE MAJEURE: Neither Party to this Agreement shall be liable to the other Party for delays in performing the Services that may result from
strikes, riots, war, acts of terrorism, acts of governmental authorities, extraordinary weather conditions or other natural catastrophe, or any other
cause beyond the reasonable control or contemplation of either Party ("Force Majeure"). Occurrence of a Force Majeure event does not relieve
Client of its payment obligations for Services previously rendered hereunder.
9. HAZARDOUS SUBSTANCES: If state or federally regulated hazardous, toxic or dangerous wastes as defined by state or federal regulations
(hereinafter “Wastes”) are encountered at the site, and if these Wastes require handling, transportation or disposal at an off-site facility, SLR may
assist in advising the Client of the Client’s options. However, SLR will not “arrange” (as defined in 42 U.S.C. 9607) for disposal of, accept title to,
sign manifests for, take control of, or be deemed a “generator” of any Wastes. Client shall defend, indemnify and hold SLR harmless from any
claims, damages, fines and fees, litigation or expenses, arising out of or in any way related to the presence of Wastes on or beneath the site where
the Services are to be performed, or the handling, transportation and disposal of any Wastes” in the course of SLR’s performance of this Agreement,
including any repair, cleanup or detoxification thereof, or preparation and implementation of any removal, remedial, response, closure or other
plan with respect thereto (regardless of whether undertaken due to governmental action). This indemnity of SLR is intended to operate as an
agreement pursuant to, but not limited to, Section 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act
(“CERCLA”) 42 U.S.C. Section 9607(e), to hold harmless, defend and indemnify SLR from liability in accordance with this section.
10. NO WARRANTY, NO THIRD-PARTY BENEFICIARIES: NO WARRANTY, EXPRESS OR IMPLIED, IS MADE OR INTENDED BY THIS AGREEMENT OR BY
OUR ORAL OR WRITTEN REPORTS PROVIDED PURSUANT TO THIS AGREEMENT. It is recognized that the Services performed by SLR are for the
benefit of the Client and no other entity. There are no collateral warranties made hereunder and there are no third-party beneficiaries to this
Agreement. Client’s sole remedy for SLR’s failure to meet the Standard of care shall be SLR’s re-performance of the deficient Services at no
additional cost to You.
11. INTELLECTUAL PROPERTY RIGHTS AND DELIVERABLES: All hard paper copies of deliverables, including, and limited to, any and all reports,
drawings, plans, and specifications prepared by SLR hereunder shall be delivered to Client upon final payment for SLR 's Services. Deliverables may
not be used or reused by Client, its employees, agents, or subcontractors in any extension of the Services or on any other project or any other use
without the prior written consent of SLR, and any such use shall be at Client’s own risk. All originals of such deliverables shall remain in possession
of and the property of SLR. Copies of any electronic media of originals of any of SLR 's deliverables, such as designs, specifications, calculations,
CAD documents, etc., shall not be made available unless a specific agreement is made to the contrary in the Proposal. All the drawings, plans,
SLR Terms and Conditions 02 2023 Page 2 of 4

specifications, and deliverables prepared by SLR are instruments of SLR's service, and SLR shall be deemed the author of them and will retain all
common law, statutory, and other reserved rights, including copyright, to them.
12. TAXES: Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by
any governmental entity arising as a result of the provision of the Services by the SLR to the Client under this Agreement and such shall be payable
by the Client to the SLR in addition to all other charges payable hereunder. Notwithstanding the foregoing, each Party is responsible for the payment
of all taxes assessed on its own business operations, such as income or franchise taxes.
13. ASSIGNMENT: Neither SLR nor Client shall assign this Agreement (except Accounts Receivable) without the prior consent of the other Party,
which shall not be unreasonably withheld. SLR may, however, employ any other Party or entity it deems necessary or proper for any part of the
work required to be performed by SLR under the terms of this Agreement. Notwithstanding the foregoing, either Party may assign this Agreement
to a successor in interest or affiliate upon notice to the other party.
14. INDEMNITY: Each Party shall indemnify the other Party, its officers, directors, partners, employees, and representatives, from and against
losses, damages, and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under
applicable law, but only to the extent they are found to be caused by a negligent act, error, or omission of the indemnifying Party in the performance
of services under this Agreement. Each Party has an affirmative obligation to notify the other Party of any claims of injury or damage subject to this
indemnity. Such indemnity shall exclude damages to the extent they arise as a result of any grossly negligent actions or omissions, willful or reckless
misconduct, or fraud by the indemnified Party or its employees, officers, owners, directors or agents. Each party hereto hereby waives any and
every claim which arises or may arise in its favor and against the other party hereto which arises during the course of performance hereunder, for
any and all loss or damage, which loss or damage is covered by valid and collectible insurance policies, to the extent that such loss or damage is
recoverable under such policies.
15. DISPUTES: (a) If any dispute, difference or claim arises out of or in connection with this Agreement (including any question regarding its
existence, validity or termination) a representative from SLR and a representative of the Client with authority to settle the dispute will, within seven
days of a written request from one Party to the other, meet in good faith to resolve the dispute or difference. (b) If agreement in respect of the
dispute or disagreement cannot be reached at such meeting or within such time period after the meeting agreed by the Parties, then such dispute
or difference shall be addressed through mediation. Within a reasonable time, the Parties shall seek the assistance of a Mediator agreed by the
Parties and shall share the costs thereof. (c) If no settlement has been reached within three months of the first appointment of a Mediator or such
other date as agreed between the Parties, the mediation shall be deemed to have been unsuccessful and the dispute may be resolved by
appropriate litigation, subject to the choice of law, jurisdiction, and venue provisions contained herein. (d) Any claim of whatever nature brought
by Client against SLR shall be brought not later than two years after the date of substantial completion of SLR’s services hereunder or the expiration
of the appropriate statute of limitations, whichever is earlier. (e) In the event of litigation under this Agreement, the prevailing Party shall be entitled
to reasonable attorneys’ and experts’ fees and other costs and expenses incurred directly or indirectly at trial, or appeal. Neither Party shall be
entitled to the recovery of expert or attorneys’ fees, or their respective costs or expenses, as a result of mediation of a dispute
16. LIMIT of LIABILITY: The entire liability of SLR and SLR’s agents, representatives and employees shall be limited to the total amount actually paid
to SLR by the Client for Services performed under the Proposal or Engagement Letter that these terms and conditions are attached to and pursuant
to which the claim arose.
17. CONSEQUENTIAL DAMAGES: In no event shall either Party to this Agreement be liable for any lost profits or revenue; loss of use or opportunity;
loss of good will; costs of substitute facilities; cost of capital; or for any special, consequential, indirect, or punitive damages.
18. CONFIDENTIALITY AND PROTECTION OF DATA: Any proprietary data provided by either Party to the other will be kept strictly confidential, will
only be accessible to selected staff, and will only be used for the performance of each Party's obligations hereunder. In addition, each Party will
comply with its obligations under applicable data protection legislation in the jurisdiction in which it operates. If no such legislation exists, SLR
confirms it will comply with the requirements of the UK Data Protection Act 2018 in respect of any personal data provided to it by the Client and
reserves the right to seek confirmation of the data protection procedures the Client will apply to personal data provided by SLR. A previously signed
nondisclosure agreement between the parties may be made a part hereof by written amendment.
19. INDEPENDENT CONTRACTOR: SLR is an independent contractor. Neither SLR nor its employees, agents or subcontractors are to be construed
as the agents, servants, partners, joint venturers, or employees of Client or to have authority to act for or on behalf of the Client. Without limiting
the generality of the foregoing, nothing in this Agreement shall authorize SLR to make any contract, agreement, warranty, or representation on
behalf of Client or to incur any debt or other obligation in Client’s name.
20. NON-WAIVER: The failure of any Party to enforce its rights under any provision of this Agreement shall not be construed to be a waiver of such
provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other breach.
21. ENTIRE AGREEMENT, ORDER OF PRECEDENCE, SURVIVAL: This Agreement constitutes the entire agreement between Client and SLR regarding
the Services and supersedes all prior or contemporaneous oral or written representations or agreements. This Agreement shall not be modified
except by a document signed by both Parties and in writing. In the event of any inconsistency between any of the documentation which makes up
this Agreement, the Agreement shall be interpreted in the following order of priority: (1) the Proposal or Engagement Letter that these terms and
conditions are attached to, together with agreed amendments or modifications thereto; (2) this Agreement, as amended by the Parties. All
SLR Terms and Conditions 02 2023 Page 3 of 4

obligations arising prior to the termination of this Agreement (including without limitation the provisions of Section 11) and all provisions of this
Agreement allocating responsibility or liability between Client and SLR shall survive the completion of Services hereunder and the termination of
this Agreement.
22. COMPLIANCE WITH BRIBERY ACT: Client must hereby agree that it: shall comply with the U.S. Foreign Corrupt Practices Act (the “FCPA”), and
(because the parent company of SLR is headquartered in the United Kingdom) the UK Bribery Act 2010 (the “Bribery Act”) and shall procure that
no persons associated with the Client (including an employee, sub-contractor or agent or other third Party working on behalf of the Client or any
Group Company) ("Associated Person") shall commit any offense that would violate either the FCPA or the Bribery Act or any act which would
constitute a Bribery Offence (as defined in the Bribery Act); (b) has in place, and shall maintain until termination of this Agreement, adequate
procedures designed to prevent any Associated Person from committing a violation of the FCPA or a Bribery Offence; (c ) shall not do or permit
anything to be done which would cause SLR or any of SLR's employees, sub-contractors or agents to commit a violation of the FCPA or a Bribery
Offence or incur any liability in relation to the FCPA or the Bribery Act; and (d) shall notify SLR immediately in writing if it becomes aware or has
reason to believe that it has, or any of its Associated Persons have, breached or potentially breached any of the Client's obligations under this
clause. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Client's obligations.
23. NON-EXCLUSIVITY: Client understands and acknowledges that SLR has other business interests in addition to the Services to be performed
under this Agreement, and, subject to any applicable restrictions on the use of Client provided information, SLR shall not be prevented or barred
from rendering services of any nature for or on behalf of any other person, firm, corporation or entity.
24, SUCCESSOR INTERESTS: The covenants, conditions and terms of this Agreement shall extend to and be binding upon and inure to the benefit
of the heirs, personal representatives, successors and assigns of the Parties hereto.
25, TERMINATION OR SUSPENSION: Either Party may terminate this Agreement upon ten (10) days written notice to the other. Either Party
may terminate this Agreement in the event of a material breach by the other Party but only if said breach is through no fault of the terminating
Party and said breach is not corrected before expiration of a reasonable cure period. The Client may at any time by not less than two (2) weeks'
notice require SLR to suspend the performance of all or any part of the Services for a specified or unspecified period. On notice of suspension of all
or any part of the Services SLR shall cease such suspended Services in an orderly and economical manner compatible with a possible order to
restart. If this Agreement is suspended or terminated for any reason, Client shall pay SLR for all Services and Extra Services previously
authorized and performed up through the termination date. If Client requests a restart of the Services following a suspension of greater than
ninety days, SLR may charge the Client a reasonable restart fee. Lump sum fees, if applicable, quoted in this Agreement shall remain valid for a
period of twelve (12) months from the Effective Date, unless otherwise agreed in writing. Thereafter, they may be adjusted in accordance with
SLR's current rate structure. Hourly personnel rates may be adjusted on an annual basis.
26, CHOICE OF LAW: The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of
Washington, without giving effect to its conflict of laws principles, and any litigation hereunder shall be brought in the state or federal courts located
within the State of Washington.
27. COUNTERPARTS: This Agreement may be executed in counterparts (and by electronic means, e.g., DocuSign), each of which shall be deemed
an original, but all of which together will constitute one and the same instrument.
SLR Terms and Conditions 02 2023 Page 4 of 4