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DocuSign Envelope ID:09CCE3FE-6100-4B4A-A62B-5478A49B68FC
<br /> Ifierracon-
<br /> Reference Number:P70140320
<br /> ADDITIONAL TERMS AND CONDITIONS
<br /> 3. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT,
<br /> INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED,AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE
<br /> FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND
<br /> EMPLOYEES)TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO $10,000, FOR ANY AND ALL INJURIES, DAMAGES,CLAIMS,
<br /> LOSSES,OR EXPENSES(INCLUDING ATTORNEY AND EXPERT FEES)ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. PRIOR
<br /> TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION
<br /> FOR ADDITIONAL CONSIDERATION. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE
<br /> COVERAGE, CAUSE(S)OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL
<br /> NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY.
<br /> 4. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR
<br /> OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL,
<br /> CONSEQUENTIAL,INDIRECT,PUNITIVE,OR EXEMPLARY DAMAGES.
<br /> 5. Change Orders.Client may request changes to the scope of Services by altering or adding to the Services to be performed.If Client so requests,Consultant
<br /> will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes.
<br /> Following Client's review,Client shall provide written acceptance.If Client does not follow these procedures,but instead directs,authorizes,or permits Consultant
<br /> to perform changed or additional work,the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current
<br /> fee schedule.If project conditions change materially from those observed at the site or described to Consultant at the time of Authorization,Consultant is entitled
<br /> to a change order equitably adjusting its Services and fee.
<br /> 6. Compensation and Terms of Payment.Client shall pay compensation for the Services performed at the fees stated in the Compensation section of the
<br /> Proposal unless fees are otherwise stated in Exhibit C to this Agreement(which section or Exhibit is incorporated into this Agreement).If not stated in either,fees
<br /> will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax.
<br /> Client will pay applicable sales tax as required by law.Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall
<br /> notify Consultant in writing,at the address below,within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice,and shall
<br /> promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid
<br /> amounts 30 days or older.Client agrees to pay all collection-related costs that Consultant incurs, including attorney fees.Consultant may suspend Services for
<br /> lack of timely payment.It is the responsibility of Client to determine whether federal,state,or local prevailing wage requirements apply and to notify Consultant if
<br /> prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the
<br /> prevailing wage from that point forward,as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also
<br /> agrees to defend,indemnify,and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for
<br /> failing to pay prevailing wages, including the payment of any fines or penalties.
<br /> 7. Third Party Reliance. This Authorization and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party
<br /> beneficiaries intended. Reliance upon the Services and any work product is limited to Client,and is not intended for third parties.For a limited time period not to
<br /> exceed three months from the date of the report,Consultant will issue additional reports to others agreed upon with Client,however Client understands that such
<br /> reliance will not be granted until those parties sign and return Consultant's reliance agreement and Consultant receives the agreed-upon reliance fee.
<br /> 8. Indemnity/Statute of Limitations.Consultant and Client shall indemnify and hold harmless the other and their respective employees from and
<br /> against legal liability for claims,losses,damages,and expenses to the extent such claims,losses,damages,or expenses are legally determined to be
<br /> caused by their negligent acts,errors,or omissions.In the event such claims,losses,damages,or expenses are legally determined to be caused by the
<br /> joint or concurrent gegligence of Consultant and Client,they shall be borne by each party in proportion to its own negligence under comparative fault
<br /> principles. Neither party shall have a duty to defend the other party,and no duty to defend is hereby created by this indemnity provision and such duty
<br /> is explicitly waived under this Agreement. Causes of action arising out of Consultant's services or this Agreement regardless of cause(s)or the theory
<br /> of liability,including negligence,indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence
<br /> to run not later than the date of Consultant's substantial completion of services on the project.
<br /> 9. Choice of Law.This Authorization shall be governed by and construed according to Kansas law.
<br /> 10. Subsurface Explorations.Consultant will take reasonable precautions to reduce damage to the site when performing Services;however,Client accepts that
<br /> invasive services such as drilling or sampling may damage or alter the site.Site restoration is not provided unless specifically included in the Services.
<br /> 11. Sample Disposition, Affected Materials, and Indemnity.Samples are consumed in testing or disposed of upon completion of tests(unless stated
<br /> otherwise in the Services).
<br /> 12. Utilities.Consultant shall utilize a utility locating service for public utilities.Client shall provide the location and/or arrange for the marking of private utilities and
<br /> subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be
<br /> responsible for damage to subterranean structures or utilities that are not called to Consultant's attention,are not correctly marked, including by a utility locate
<br /> service,or are incorrectly shown on the plans furnished to Consultant.
<br /> 13. Site Access and Safety.Client shall secure all necessary site related approvals,permits, licenses,and consents necessary to commence and complete the
<br /> Services and will execute any necessary site access agreement.Consultant will be responsible for supervision and site safety measures for its own employees,
<br /> but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors,subcontractors, or
<br /> other parties present at the site.
<br /> 14. Termination. Either party may terminate this Authorization or the Services upon written notice to the other. In such case, Consultant shall be paid costs
<br /> incurred and fees earned to the date of termination plus reasonable costs of closing the project.
<br /> 15. Insurance. Consultant represents that it now carries, and will continue to carry: (i)workers' compensation insurance in accordance state, and employer's
<br /> liability($1,000,000);(ii)commercial general liability($1,000,000 occ/$2,000,000 agg); (iii)automobile liability($1,000,000 B.I.and P.D.combined single limit);
<br /> excess liability($5,000,000 occ/agg);and(iv)professional liability($1,000,000 claim/agg).Client and Consultant shall waive subrogation against the other party
<br /> on general liability. Client is additional insured with respect to general and auto liability.
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