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The parties will immediately make every effort to settle the disputed portion of the invoice. In the absence of written
<br />notification described above, the balance as stated on the invoice will be paid.
<br />Invoices are delinquent if payment has not been received within thirty (30) days from date of invoice. CLIENT will pay an
<br />additional charge of three quarters of a percent (.75) per month (or the maximum percentage allowed by law, whichever
<br />is lower) on any delinquent amount, excepting any portion of the invoiced amount in dispute and resolved in favor of
<br />CLIENT. Payment thereafter will first be applied to accrued interest and then to the principal unpaid amount. All time
<br />spent and expenses incurred (including any attorney's fees) in connection with collection of any delinquent amount will
<br />be paid by CLIENT to CONSULTANT per CONSULTANT's current fee schedules. In the event CLIENT fails to pay
<br />CONSULTANT within sixty (60) days after invoices are rendered, CLIENT agrees that CONSULTANT will have the right
<br />to consider the failure to pay the CONSULTANT's invoice as a breach of this AGREEMENT and CONSULTANT may
<br />cease work on the project. At CONSULTANTÓs option, CONSULTANT may waive said major breach upon payment by
<br />CLIENT of all arrearages and outstanding invoices.
<br />TERMINATION
<br />This AGREEMENT may be terminated by either party seven (7) days after written notice in the event of any breach of
<br />any provision of this AGREEMENT or in the event of substantial failure of performance by either party, or if CLIENT
<br />suspends the work for more than three (3) months. In the event of termination, CONSULTANT will be paid for services
<br />performed prior to the date of termination plus reasonable termination expenses, including, but not limited to, the cost of
<br />completing analyses, records, and reports necessary to document job status at the time of termination.
<br />RISK ALLOCATION
<br />Many risks potentially affect CONSULTANT by virtue of entering into this AGREEMENT to perform professional
<br />consulting services on behalf of CLIENT. The principal risk is the potential for human error by CONSULTANT. For
<br />CLIENT to obtain the benefit of a fee which includes a nominal allowance for dealing with CONSULTANT's liability,
<br />CLIENT agrees to limit CONSULTANT's liability to CLIENT and to all other parties for claims arising out of
<br />CONSULTANT's performance of the services described in this AGREEMENT. The aggregate liability of CONSULTANT
<br />will not exceed $50,000 for negligent professional acts, errors, or omissions, including attorneyÓs fees and costs which
<br />may be awarded to the prevailing party, and CLIENT agrees to indemnify and hold harmless CONSULTANT from and
<br />against all liabilities in excess of the monetary limit established above.
<br />Limitations on liability and indemnities in this AGREEMENT are business understandings between the parties voluntarily
<br />and knowingly entered into, and shall apply to all theories of recovery including, but not limited to, breach of contract,
<br />warranty, tort (including negligence), strict or statutory liability, or any other cause of action, except for willful misconduct
<br />or gross negligence. The parties also agree that CLIENT will not seek damages in excess of the limitations indirectly
<br />through suits with other parties who may join CONSULTANT as a third-party nor by an award of attorneyÓs fees and
<br />costs to the prevailing party in excess of the aggregate liability agreed upon herein by the parties. Parties means
<br />CLIENT and CONSULTANT and their officers, employees, agents, affiliates, and subcontractors.
<br />Both CLIENT and CONSULTANT agree that they will not be liable to each other, under any circumstances, for special,
<br />indirect, consequential, or punitive damages arising out of or related to this AGREEMENT.
<br />INDEMNIFICATION
<br />If any claim is brought against CONSULTANT, its employees, agents and subcontractors and/or CLIENT by a third
<br />party, relating in any way to the Services, the contribution and indemnification rights and obligations of CONSULTANT
<br />and Client, subject to the paragraph titled ÐRisk AllocationÑ above, such claim shall be determined as follows:
<br />1. If any negligence, breach of contract, or willful misconduct of CONSULTANT caused any damage, injury, or loss
<br />claimed by the third party, then CONSULTANT and CLIENT shall each indemnify the other against any loss or
<br />judgement on a comparative negligence basis (CLIENT responsibility to include that of its agents, employees, and
<br />other contractors); and
<br />2. Unless CONSULTANT was liable for negligence, breach of contract, or willful misconduct which in whole or in part,
<br />caused the damage, injury, or loss asserted in the third party claim, CLIENT shall indemnify CONSULTANT against
<br />the claim, liability, loss, legal fees, consulting fees, and other costs of defense reasonably incurred.
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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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