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-' ~?F TERMS AND CONDITIONS TO AGREEMENT (Contd.) Since CONSULTANT is in no way responsible for the presence 6.4 The CONSULTANTS report. findings. and of these hazardous materials. CLIENT agrees to waive any recommendations are for the CLIENT'S soie use and shall not claim against CONSULTANT and agrees to defend. indemnify. be transferred or sold to others without the knowledge and and hold hannless CONSULTANT from any claim or liability for consent of the CONSULTANT. injury, loss, or damages arising from the discovery of unanticipated hazardous materials. ARTICLE 7. PAYMENT: ARTICLE 5. INSURANCE/RISK AllOCATION: 7.1 CLIENT will pay CONSULTANT for services and expenses in accordance with the attached fee schedule. 5.1 CONSULTANT shall secure and maintain throughout the CONSULTANT'S invoices will be presented at the completion full period of this Agreement sufficient insurance to protect it of its work or monthly and are due on receipt. Failure to pay adequately from claims under applicable Workers' CONSULTANT'S invoice within 30 days shall result in the Compensation Acts and from claims against the CONSULTANT addition of late payment charges calculated at a rate of 1.5 for bodily injury. death. or property damage as may arise from percent per month on the unpaid balance. the perfonnance of services under this Agreement. CONSULTANT will, upon request. file certification of such 7.2 CONSULTANT shall be paid in full for all services under insurance coverage with CLIENT or his authorized the Agreement, induding any overruns of CLIENT'S contract or representative. any unforeseen need for CONSULTANT'S services exceeding original contract requirements. The CONSULTANT agrees not 5.2 In acknowledgement of the multitude of risks inherent in to conduct additional work without first discussing its need and conducting geotechnical and related investigations, and in reaching an agreement with the CLIENT as to the additional order to accommodate CLIENT'S need for geotechnical costs to be incurred. services at an economical cost to CLIENT, CLIENT and CONSULTANT agree that CONSULTANT'S liability to ARTICLE 8. EXTENT OF AGREEMENT: CLIENT for claims arising out of CONSULTANT'S negligent . professional acts, errors, or omissions in the performance of The Agreement. including these terms and conditions, services described in this Agreement will be limited to represents the entire Agreement between CLIENT and $50,000 or CONSULTANT'S fee less direct third-party costs. CONSULTANT and supersedes all prior negotiations. whichever is greater. If the CLIENT prefers to have higher representations, or agreements, written or oral. The Agreement limits of professional liability coverage, CONSULTANT may be amended only by written instrument signed by CLIENT agrees to increase limits up to a maximum of $500,000 upon and CONSULTANT. CLIENT's written request provided CLIENT agrees to pay additional consideration of 4 percent of the CONSULTANT'S ARTICLE 9. APPLICABLE LAW: total fee. The Agreement shall be governed by the laws of the State of ARTICLE 6. CONFIDENTIALITY: Texas. Any disputes arising from this Agreement resulting in legal action shall be performed in Hays County, Texas and the 6.1 All reports and/or infonnation derived as part of CLIENT agrees to waive the right to be sued elsewhere. CONSULTANT'S study shall remain the property of the CONSULTANT. 6.2 The CONSULTANT agrees to consider all reports to be confidential, and will distribute reports only to those persons, organizations, or agencies so directed by the CLIENT with the following exception as described in Article 6.3. 6.3 Reports and/or information derived as part of CONSULTANT'S study may be released to Federal, State, County, or Local authorities where a public safety hazard exists or where applicable statutes and regulations require the CONSULTANT to release infonnation; where the CONSULTANT must comply with judicial court orders: and where CONSULTANT must protect itself from civil claims. In such cases, the CLIENT will be notified in writing of the release of infonnation. Page 3 of 3