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CLIENT is responsible for accurately delineating the locations of all subterranean structures and utilities. CONSULTANT
<br />will take reasonable precautions to avoid known subterranean structures, and CLIENT waives any claim against
<br />CONSULTANT, and agrees to defend, indemnify and hold CONSULTANT harmless from any claim or liability for injury
<br />or loss, including costs of defense, arising from damage done to subterranean structures and utilities not identified or
<br />accurately located. In addition, CLIENT agrees to compensate CONSULTANT for any time spent or expenses incurred
<br />by CONSULTANT in defense of any such claim, with compensation to be based upon CONSULTANT's prevailing fee
<br />schedule and expense reimbursement policy.
<br />SAMPLE DISPOSAL
<br />CONSULTANT will dispose of remaining soil, rock, and water samples approximately thirty (30) days after submission of
<br />the report covering those samples. Further storage or transfer of samples can be made at CLIENT's expense upon
<br />CLIENT's prior written request.
<br />MONITORING
<br />If CONSULTANT is retained by CLIENT to provide a site representative for the purpose of monitoring specific portions of
<br />construction work or other field activities as set forth in the Proposal, then this phrase applies. For the specified
<br />assignment, CONSULTANT will report observations and professional opinions to CLIENT or CLIENTÓs agent. No action
<br />of CONSULTANT or CONSULTANT's site representative can be construed as altering any AGREEMENT between the
<br />CLIENT and others. CONSULTANT will report to CLIENT or CLIENTÓs agent any observed geotechnically related work
<br />which, in CONSULTANT's professional opinion, does not conform with plans and specifications. The CONSULTANT has
<br />no right to reject or stop work of any agent or subcontractor of CLIENT; such rights are reserved solely for CLIENT.
<br />Furthermore, CONSULTANT's presence on the site does not in any way guarantee the completion or quality of the
<br />performance of the work of any party retained by CLIENT to provide field or construction-related services.
<br />If CONSULTANT is not retained by Client for the purpose of monitoring construction work or field activities,
<br />CONSULTANT will expressly not be held liable or responsible for such activities or for the geotechnical performance of
<br />the completed project. Monitoring of construction work or field activities and the geotechnical performance of the
<br />completed project is and will remain the sole and express responsibility of the CLIENT or other party designated by the
<br />CLIENT. CLIENT hereby agrees to indemnify and hold harmless CONSULTANT from and against any loss or judgment,
<br />suffered by the CONSULTANT as a result of a claim or lawsuit resulting from CLIENTÓs failure to monitor construction
<br />work or field activities for which CONSULTANT has not been retained.
<br />CONSULTANT will not be responsible for and will not have control or charge of specific means, methods, techniques,
<br />sequences or procedures of construction or other field activities selected by any agent or agreement of CLIENT. It is
<br />mutually understood and agreed by CLIENT and CONSULTANT that CONSULTANT has no control or enforcement
<br />ability over any persons or parties who are not employees of CONSULTANT. CONSULTANT does not purport to be, nor
<br />is CONSULTANT responsible for, any safety precautions nor programs incident thereto for such non-employees of
<br />CONSULTANT.
<br />OWNERSHIP AND MAINTENANCE OF DOCUMENTS
<br />Unless otherwise specified in this Agreement or in an Addendum, and provided that CONSULTANT has been fully paid
<br />for the Services, CLIENT shall have the right to use the documents, maps, photographs, drawings and specifications
<br />resulting from CONSULTANTÓs efforts on the project, for purposes reasonably contemplated by the parties.
<br />CONSULTANT shall have the right, but shall not be obligated, to retain copies of all such materials and shall have the
<br />right to use the same for any purpose, unless such use would be expected to cause harm to CLIENT. CLIENT shall
<br />specify in advance, in writing, and be charged for all arrangements for special or extended-period maintenance of such
<br />materials by CONSULTANT. CONSULTANT retains the right of ownership with respect to any patentable concepts or
<br />copyrightable materials arising from its Services.
<br />Reuse of any material described by CLIENT, including publication to third parties, on extension of this project or on any
<br />other project without CONSULTANTÓs written authorization, shall be at CLIENTÓs risk, and CLIENT agrees to indemnify,
<br />defend, and hold harmless CONSULTANT from all claims, damages, and expenses, including attorneyÓs fees, arising
<br />out of such unauthorized reuse.
<br />BILLING AND PAYMENT
<br />CLIENT will pay CONSULTANT in accordance with the procedures indicated in the Proposal and its attachments.
<br />Invoices will be submitted to CLIENT by CONSULTANT, and will be due and payable upon presentation. If CLIENT
<br />objects to all or any portion of any invoice, CLIENT will so notify CONSULTANT in writing within fourteen (14) calendar
<br />days of the invoice date, identify the cause of disagreement, and pay when due that portion of the invoice not in dispute.
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<br />Ninyo & Moore | Willow Springs Bayou (B112-00-00) 100 ac-ft Detention Pond ILA Project, La Porte, Texas | 16-01103 | August 17, 2021
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