11-10-08 Special Called Meeting of the La Porte Development Corporation Board of Directors

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Knudson # 0080990 081125 nationally/regionally recognized overnight courier or delivery service to the either party's principal place of business. Upon receipt of Termination Notice, Knudson will immediately stop work and incur no further charges or expenses related to this Agreement. If this Agreement is terminated, Knudson shall be paid in accordance with the provisions of this Agreement for all work performed up to the date of termination, all reimbursable expenses, as well as other reasonable costs and expenses incurred by Knudson related to the termination. ACCESS TO THE SITE Unless otherwise stated, and to the extent within Client's control, Knudson will have access to the Project site for activities necessary for the performance of the services. UNKNOWN CONDITIONS AND HAZARDOUS MATERIALS Knudson shall have no responsibility for the discovery, presence, handling, removal, disposal or exposure of persons to hazardous materials of any form. Should Hazardous materials, unknown or hidden conditions be discovered on the site, the schedule may be affected and additional costs may be incurred by Knudson. These costs will be reimbursed by the Client, and any necessary adjustments in the schedule resulting therefrom will be approved by the Client. INDEMNIFICATIONS Each party agrees to indemnify and hold harmless the other and all of the other party's personnel, employees and agents from and against any and all claims, damages, losses and expenses (including reasonable attorneys fees) arising out of or from the performance of the services, to the extent that any such claims, damage, loss or expense is caused in whole or in part by the negligent act or omission or strict liability of the indemnifying party, anyone directly or indirectly employed by the that party (except Knudson, in the case such party is Client) or anyone for whose acts any of them may be liable. Knudson will perform its services in a manner consistent with the usual and customary level of care and skill ordinarily exercised by other professional consultants providing similar services in locations and similar circumstances at the time the Services are performed. The above indemnification shall include any claim, damage or losses due to the presence of hazardous materials. LIMITS OF LIABILITY In recognition of the relative risks, rewards, and benefits of the project to both the Client and Knudson, the Client hereby agrees that the risks shall be allocated so that, to the fullest extent permitted by law, Knudson's total liability to the Client, for any and all claims, losses, expenses, damages or claim expenses arising out of this agreement, from any cause or causes, shall not exceed the total amount of Twenty- Thousand dollars ($20,000), or the amount of the Knudson's fee, whichever is greater. Such causes include, but are not limited to, Knudson's negligence, errors, omissions, strict liability, breach of contract or breach of warranty. DISPUTE RESOLUTION The parties to this Agreement will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement promptly by negotiation between senior executives of the parties who have authority to settle the controversy. 20f7