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Agreement for Environmental Consulting Services

1. Scope: Consultant shall provide those services mentioned above. Client requests and RSB
Environmental (“Consultant”) agrees to perform above mentioned services at the address
connected to this contract and to provide Client with a written opinion as to the apparent general
condition of the structure’s components and systems, including identification of significant
observable deficiencies, as they exist at the time of the inspection (the “inspection report”). Client
hereby represents and warrants that all approvals necessary have been secured for Company’s
entrance onto the Property. Client warrants: (a) they have read the following Agreement carefully,
(b) they understand they are bound by all the terms of this contract, and (c) they will read the entire
inspection report when received and promptly call Company with any questions they may have.

2. Invoices: Invoices will be issued on a monthly basis or upon completion of the project if
less than the one-month period and shall be in accordance with Consultant’s Schedules for Fees,
Office Costs, and Project Site Costs.

3. Payment: All accounts are due and payable in full within 30 days after receipt of the
product. Accounts not paid when due are subject to an interest charge calculated at eighteen
percent (18%) or 1.5% per month. Disputes of any billings must be put in writing within ten (10)
days of receipt of the invoice with non-disputed portions of the billing being paid as aforesaid.
Cost of collection, including attorney fees and other costs incurred in any delinquent amounts,
shall be paid by Client.

4. Insurance and Indemnity: Consultant shall maintain, for the duration of the services
provided hereunder, the following types of insurance:

TypeLimits
Worker's CompensationStatutory Limits (incl. waiver/subrogation)
Employer's Liability$1,000,000 per occurrence (incl. waiver/subrogation)
Commercial General Liability (BI/PD-CSL)$1,000,000 per occurrence (incl. waiver/subrogation)

Client shall assume (and at its election may insure) all risk of loss or physical damage to its existing
facilities, any related project work, and any other property or work of Client at or near the site of
Consultant’s work. Such assumption shall include, but not be limited to, any environmental risk
or environmental damage, as well as surface and subsurface conditions, arising out of the work
undertaken by Consultant. Client hereby waives all right of recovery against Consultant and shall
obtain waivers of subrogation on all policies maintained, in connection with any related work of
Consultant for or at Client’s existing facilities. Client shall name Consultant as an Additional
Insured on any specific project Builder’s Risk type insurance obtained for the work arising out of
or in connection with the consulting services provided hereunder.

To the extent of the proceeds of the insurance policies listed above, Consultant shall indemnify,
defend, and hold Client harmless from and against all liability, claims, or demands for injuries or
damage to any person or third party property (excluding Client’s property or the work itself) caused
solely by the gross negligence or willful misconduct by Consultant, its servants, employees, agents,
or representatives. The obligations of this indemnification shall not cover the work product of
consultant which is limited solely by the warranty in Paragraph 8 below.

In all cases, any waivers of subrogation and naming of additional insurance shall be limited to the
liabilities assumed by the Parties under this Agreement.

The cost of insurance coverage provided by Consultant in Paragraph 4 is included in the Fee
Schedule. Should special coverage or additional liability insurance be required, Consultant shall
advise Client of same and the Parties shall agree on how such insurance coverage will be handled.

5. Right of Entry: Permission for site access to perform the work is the sole responsibility of
Client. Extra costs associated with limited site access will be chargeable to Client. Reasonable
precautions will be taken to minimize damage to the land from the use of equipment by Consultant,
but no liability for land restoration is assumed or included in Consultant’s fees. Land restoration
will be accomplished by Client as deemed necessary by Client. Client agrees to provide Consultant
(and subcontractors) with a safe worksite.

6. Delay/Acceleration: Any client request to delay, suspend, cancel, or accelerate the project
schedule after notice to proceed is given must be made by Client in writing. Any costs incurred
by Consultant arising out of such Client direction, as well as fees and costs incurred prior to such
notice, shall be paid by Client in accordance with the payment provisions of this Agreement.

7. Confidential Information: Consultant shall hold in confidence and not use or disclose to others
during or subsequent to the term of this Agreement, except as is authorized in writing by Client,
any information regarding Client’s plans, programs, plants, processes, equipment, costs,
operations, or customers that may come within the knowledge of Consultant or its employees in
the performance of, or as a result of this Agreement. Consultant shall exert every reasonable effort
to restrict the knowledge of all information regarding any aspect of its work employees, vendors,
or subcontractors connected with performing the work: provided, however, that nothing herein
shall prevent Consultant from disclosing to others or using in any manner (i) information that is or
becomes a part of the public domain other than by acts or of Consultant in violation of this
Agreement, (ii) information that lawfully becomes available to Consultant on a non-confidential
basis form a third party, (iii) information that Consultant can prove was in its possession at the
time it entered into this Agreement and was not acquired directly or indirectly from Client, or (iv)
is required to be disclosed by operation by law.

8. Warranty: Client shall be solely responsible for the quantity and quality of documents and/or
reports provided to Consultant and for the accuracy and completeness of all data or information
furnished to Consultant by Client or others on behalf of Client. By the furnishing of such data and
information, Client acknowledges that Consultant’s scope of work hereunder is limited to the
expressed directions provided by Client. Consultant shall be required to provide no other services
without written agreement with Client. Consultant warrants that it will perform its services in
accordance with the standards of care and diligence normally practiced by recognized consulting
firms in the performance of services of a similar nature.

9. Consequential Damages: Neither Consultant nor Client shall be liable to other for any
consequential damages arising as a result of this Agreement, including, but not limited to, loss of
use or loss of profit.

10. Limitations: The warranty in paragraph 8 above shall constitute Consultant’s sole liability with
respect to Consultant’s services, and Client shall indemnify, defend, and hold Consultant harmless
from all costs in excess thereof. Releases from, and limitations on, liability as set forth in this
Agreement shall apply irrespective of the fault, negligence, strict liability, or otherwise of the Party
released or whose liability is limited, and shall extend to the officers, directors, agents, and
employees of the Parties and their related and affiliated entities.

11. Entire Agreement: This Agreement, including referenced attachments, exhibits, and
appendices, constitutes the entire agreement between the parties, Authorization to proceed, either
verbally or in writing, will be pursuant to this Agreement and will be deemed to constitute
acceptance by Client of this Agreement. Printed terms and conditions contained in purchase orders
or other such documents issued by Client with respect to Consultant’s services shall be of no force
or effect.

12. Amendments: No amendment to this Agreement shall be valid unless in writing and signed by
the Parties.

13. Choice of Law/Venue: This Agreement shall be governed by the laws of the State of Texas.

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