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Any documents generated by the Consultant are for the exclusive use of the Client and any use by third parties or use beyond the
<br /> intended purpose of the document shall be at the sole risk of the Client. To the fullest extent permitted by law, the Client shall
<br /> indemnify,defend and hold harmless the Consultant for any loss or damage arising out of the unauthorized use of such documents.
<br /> 13. No claim may be asserted by either party against the other party unless an action on the claim is commenced within two (2)years
<br /> after the date of the Consultant's final invoice to the Client.
<br /> 14. If a Client's Purchase Order form or acknowledgment or similar form is issued to identify the agreement, authorize work, open
<br /> accounts for invoicing, provide notices,or document change orders, the preprinted terms and condition of said Purchase Order shall
<br /> be superseded by the terms hereof.
<br /> 15. Standard of Care-Services performed by Consultant under this agreement will be conducted in a manner consistent with that level
<br /> of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. No other
<br /> representation expressed or implied,and no warranty or guarantee is included or intended in any report,opinion or document under
<br /> this agreement.
<br /> 16. Liability Insurance - Consultant will maintain such liability insurance as is appropriate for the professional services rendered as
<br /> described in this Agreement. Consultant shall provide Certificates of Insurance to Client, upon Client's request,in writing.
<br /> 17. Indemnification and Limitation of Liability- Client and Consultant each agree to indemnify and hold the other harmless, including
<br /> their respective officers, employees, agents, members, and representatives, from and against liability for all claims, costs, losses,
<br /> damages and expense, including reasonable attorney's fees, to the extent such claims, losses, damages or expenses are caused by
<br /> the indemnifying party's acts,errors or omissions.
<br /> The Client understands that for the compensation herein provided Consultant cannot expose itself to liabilities disproportionate to
<br /> the nature and scope hereunder. Therefore, the Client agrees to limit Consultant's liability to the Client arising from Consultant's
<br /> professional acts, errors or omissions, such that the total aggregate liability of Consultant shall not exceed$50,000 or Consultant's
<br /> total fee for services rendered on this Project,whichever is less.
<br /> 18. Allocation of Risk - Consultant and Client acknowledge that, prior to the start of this Agreement, Consultant has not generated,
<br /> handled, stored, treated, transported, disposed of, or in any way whatsoever taken responsibility for any toxic substance or other
<br /> material found, identified, or as yet unknown at the Project premises. Consultant and Client further acknowledge and understand
<br /> that the evaluation, management, and other actions involving toxic or hazardous substances that may be undertaken as part of the
<br /> Services to be performed by Consultant,including subsurface excavation or sampling,entails uncertainty and risk of injury or damage.
<br /> Consultant and Client further acknowledge and understand that Consultant has not been retained to serve as an insurer of the safety
<br /> of the Project to the Client,third parties,or the public.
<br /> Client acknowledges that the discovery of certain conditions and/or taking of preventative measures relative to these conditions may
<br /> result in a reduction of the property's value.Accordingly,Client waives any claim against Consultant and agrees to indemnify,defend,
<br /> and hold harmless Consultant and its subcontractors,consultants,agents,officers,directors,and employees from any claim or liability
<br /> for injury or loss allegedly arising from procedures associated with environmental site assessment(ESA)activities or the discovery of
<br /> actual or suspected hazardous materials or conditions.Client releases Consultant from any claim for damages resulting from or arising
<br /> out of any pre-existing environmental conditions at the site where the work is being performed which was not directly or indirectly
<br /> caused by and did not result from, in whole or in part, any act or omission of Consultant or subcontractor, their representatives,
<br /> agents,employees,and invitees.
<br /> If,while performing the Services set forth in any Scope of Services,pollutants are discovered that pose unanticipated or extraordinary
<br /> risks, it is hereby agreed that the Scope of Services, schedule, and costs will be reconsidered and that this Agreement shall
<br /> immediately become subject to renegotiation or termination. Client further agrees that such discovery of unanticipated hazardous
<br /> risks may require Consultant to take immediate measures to protect health and safety or report such discovery as may be required
<br /> by law or regulation. Consultant shall promptly notify Client upon discovery of such risks. Client, however, hereby authorizes
<br /> Consultant to take all measures Consultant believes necessary to protect Consultant and Client personnel and the public.Furthermore,
<br /> Client agrees to compensate Consultant for any additional costs associated with such measures.
<br /> 19. In the event of legal action to construe or enforce the provisions of this agreement, the prevailing party shall be entitled to collect
<br /> reasonable attorney fees,court costs and related expenses from the losing party and the court having jurisdiction of the dispute shall
<br /> be authorized to determine the amount of such fees,costs and expenses and enter judgment thereof.
<br /> 20. Termination-The obligation to provide further services under this Agreement may be terminated by either party upon seven(7)days
<br /> written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault
<br /> of the terminating party. In the event of any termination, Consultant will be paid for all services rendered to the date of receipt of
<br /> written notice of termination,at Consultant's established chargeout rates,plus for all Reimbursable Expenses including a 15%markup.
<br /> 21. Provision Severable-The unenforceability or invalidity of any provisions hereof shall not render any other provisions herein contained
<br /> unenforceable or invalid.
<br /> 22. Governing Law and Choice of Venue-Client and Consultant agree that this Agreement will be governed by,construed, and enforced
<br /> in accordance with the laws of the State of Illinois.If there is a lawsuit,Client and Consultant agree that the dispute shall be submitted
<br /> to the jurisdiction of the Illinois District Court in and for Stephenson County, Illinois.
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