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3.5 5amples remaining after tests are
<br />conducteci and field and laboralory equipment
<br />that cannat be adequately cleansed ot
<br />contaminants are and continuc to bc your
<br />propeny. They wip be discarded or returned to
<br />you, at our discretion, unless within 15 days of
<br />the report date you give us written directian to
<br />stare or transfer the materials at your expcnse.
<br />Section A: Compensation
<br />4.1 You will pay for sen�ices as agrecd
<br />upon or according [o our then current Schedu�e of
<br />Charges if there is no othe€ written agreement as
<br />to pnce. An estimated cost is not a firm figure.
<br />You agrec tp pay all sales taxes and oiher iaxes
<br />based on yo�r payment of our compensation. Our
<br />perforrnance is subjecl io credit approval and
<br />payrncnt of any specified retainer.
<br />4.2 You will notify us of hiiling disputes
<br />within E 5 days. You will pay undisPuEed
<br />portions of invoices on ieoeipt. You agree to pay
<br />interest on unpaid balances beginning 30 days
<br />diter invoice dates at the rate oC 1.5% per mo�th,
<br />ar at the maxunum rate allowcd by law.
<br />4,3 Tf you direct us to invoice another, wc
<br />will do so, but you agrce to be responsible fos our
<br />compensatian unless you provide us wiYh that
<br />person's written acceptance of all terms of aur
<br />Agreemenl and we agrcc to extend credit to that
<br />person and to release you.
<br />Q.4 You agree to compensate us in
<br />accordance with our fee schedule if we are asked
<br />ar required to respond tv tegal pracess arising
<br />out of a prpceeding rclated to the project and as
<br />ta which we are not a party.
<br />4.5 If we are delayed by facCars 6eyond
<br />our confrol, or if project conditions or Ehe sc:ope
<br />or arnounl of work change, or if�chanp,ed labor
<br />union condiEions result in increased costs,
<br />decreased efiiciency, or delays, or iF the
<br />standards or methods change, wc will give you
<br />timely noticc and we will receive an equicable
<br />adjustment of our compensation. I1' you and we
<br />do not reach agreeme❑t on such compensation
<br />w�sthin 30 days of our written application, we
<br />may ternvnate a�thaut Gability to you or others.
<br />q.6 If you fai] to pay us within fi0 days
<br />following Envoice date, we may consider the
<br />deFault a total breach of our Agreement and, at
<br />our option, terminate our duties withont �ialsility
<br />to you or to others.
<br />4,7 In consideration of our pro�iding
<br />�nsurance to cover claims made by you, you
<br />hereby waive any right af ofiset as to tees
<br />otherwise due us.
<br />Seetion 5: Disputes, Damage, and
<br />Risk ARocation
<br />5.1 Each of us wil] exercise goad faith
<br />efforts [o resolve disputes without litigation.
<br />Such efforts will inciude, but not be limited [o, a
<br />meeting(s) aEtended by each party's
<br />representative{s} empowered ta resolve the
<br />dispute. Before either of us commences an action
<br />against the other, disputes (except co[Jeccians)
<br />will be subinitted lo roediaiion.
<br />5.2 Neither of us will 6c lia6te far special,
<br />incidental, cansequential, or punitive damages,
<br />including but not limited to those arising from
<br />deiay, loss vf tise, loss of profits ar revenue, 3oss
<br />of financing coinmitments or Fecs, or the cost of
<br />capical.
<br />5.3 We wilS not be Gable far damages
<br />unless suit is commenced within twa years af the
<br />date ot injury vr [oss or wiEhin two years of the
<br />date of the cornpietion of our services,
<br />whichever is earGer. We wip not be liable unless
<br />you have noiifsed us of [he discovery of thc
<br />claimed breach of �ontract, negiigent act, or
<br />omission with[n 30 days of the datc oF discavery
<br />and unless you have given us an opporttinity Fo
<br />investigate and to recommcnd ways af
<br />mitigating damages.
<br />5.4 For you to obtain the benefit ofa Fee
<br />whic6 inclades a teasonabie allowance for risks,
<br />you agtee [hat our aggregate i�ab'tlily will n.ot
<br />ezceed the fee paid for our scrvices or $50,0(}0,
<br />whichever is greater, and you agree to indemnify
<br />us from all liability to athers in excess of Yhai
<br />amouni. 1Cy�ou are unwiqing ta accep[ this
<br />allocation of risk, we will increase our aggregxte
<br />liahility to 5100,000 provided that, wichin i0
<br />days of the date oT our Agreement, you provide
<br />payme�9 in an amount that well increase our fees
<br />by 10%, but not less than �500, to compensate
<br />us for the greater risk ut�dcrfdken. 'i'his increased
<br />fee is not Che purchase of insurance.
<br />5.5 lF you do not pay as within 60 days of
<br />invoice date, or if you make a claun againsi us
<br />Chat is resolved in aur favor, yau agree [o
<br />rcimburse our expenses, including but not lunited
<br />to attomey fees, stdli time, EX�ECF WI[37CSS f0C5,
<br />and other cvsts of collection or litigation.
<br />5.6 Thc law of the statc in which our
<br />senicing ofTice is lacated wil! govem a!E
<br />disputes. Each of us waives trial by jury. No
<br />employee aciing wi[hin the scope of'employment
<br />shall have individual tiability Cor his or her acts
<br />or omissions, and you agree not make a claim
<br />against individual emplayees.
<br />Section 6: Genersl [ndemetif�ca�on
<br />6.1 Wc will indemnify xnd hald you
<br />harmless from and againsc demaods, damages.
<br />and expenses to the comparative extent chey are
<br />caused by our negligent aets or omissions or
<br />those ncgligectt acis or omissions of persons for
<br />whom we are legatly responsible. You wili
<br />indemnify and hoid us harmless from and
<br />against demands, damages, and expenses to Ihe
<br />cornparative extent they are caused by your
<br />ne�ligent acts or omissioiis or those negligent
<br />acts or omissions of persons for whom you ate
<br />legally responsiblc.
<br />6.l To the extent it may be necessary to
<br />indemn[fy either of us under Seciion 6. I, you
<br />and we expressly waive, in favor of the other
<br />only, any immunity or exemption froen liabiliry
<br />[hat exisES under any worker compensation law.
<br />G.3 You agree ta indemnify us against
<br />losses and costs arising out of claims of patenl or
<br />copyright ini€ingement as to any process or
<br />system that is spec�ed or selected by yau or by
<br />others on your behalf.
<br />Section 7: MiSCellaneoas PravisiarEs
<br />7J Wc will p€ovide a ceriificate ot'
<br />insuranc�e to you upon mquest. Any claim as an
<br />Additional Insured shall be ]imited to losses
<br />caused by our sole negligence.
<br />7.l This Agreement is our entire
<br />agreement. �t supersedes prior agrcements. It
<br />tttay be modified only in a writing, inaking
<br />specifc reference to the provision modified.
<br />7.3 �TeiEher oC us will assign or transfer
<br />any interest, any cJann, any cause of acEion, or
<br />any right against the other. Nei.ther of us wili
<br />assign or athenvise transfer ar encumher any
<br />proceeds ar expected proceeds or compensation
<br />from the groject or project c�airns to any third
<br />person, whether direccly or as collateral oe
<br />otherwise.
<br />7.4 Qur Agrcemeni may be ter�ninated
<br />early only in writing, We will rcceive an
<br />equitable adjustment of aur compensation ir� lhe
<br />event ofearfy rermiriation.
<br />Revised 6-15-D6
<br />Page 2 of 2
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