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• Proposal No.02-002
<br /> Oe II Environmental Site Assessment/Stockto* February 3,2006
<br /> Assessment of groundwater was not proposed and was limited to surfncial soil conditions at the
<br /> site.
<br /> TERRASEARCH, inc. will perform its services in a manner consistent with the standards of care
<br /> and skill ordinarily exercised by members of the profession practicing under similar conditions in
<br /> the geographic vicinity and at the time the services will be performed. Therefore, no warranty or
<br /> guarantee, expressed or implied, is part of the services offered by this proposal, nor does it create
<br /> any fiduciary responsibility to TERRASEARCH, inc., its officers and directors and employees.
<br /> Client recognizes and understands that professional opinions relating to environmental
<br /> conditions are based on limited data and that actual conditions may vary from those encountered
<br /> at the times and locations where the data are obtained, despite the use of due professional care.
<br /> The liability of TERRASEARCH, inc. its employees, officers, directors, engineers, technicians
<br /> and agents (collectively referred to as TERRASEARCH, inc.), for Client's claims of loss, injury,
<br /> death, damage or expense, including, without limitation, Client's claims for contribution and
<br /> indemnity, express or implied, with respect to any claims related to any services provided by
<br /> TERRASEARCH, inc. pursuant to this Agreement shall not exceed in the aggregate the lesser of
<br /> the cost of the services or the sum of thirty thousand dollars ($30,000) for claims arising out of
<br /> claims of professional negligence, including errors, omissions, or other professional acts, and
<br /> including unintentional breach of contract. Further, Client expressly waives any claims against
<br /> TERRASEARCH, inc. for, lost profits, consequential damages or liabilities for reduction in
<br /> property value. Client has the option to purchase a higher level of liability insurance.
<br /> TERRASEARCH, inc.'s work shall not include determining, supervising, or implementing the
<br /> means, methods, techniques, or procedures of construction and/or development.
<br /> TERRASEARCH, inc. shall not be responsible for evaluating, reporting or affecting job
<br /> conditions concerning health, safety or welfare, except for its own employees. Contractor,
<br /> owners, subcontractors and suppliers have the responsibility to adhere to all contract documents
<br /> regardless whether TERRASEARCH, inc. employees are on or off the job at any particular point
<br /> in time.
<br /> Client is responsible for communicating to TERRASEARCH, inc. all material information in its
<br /> possession about the subject site, including all material written and non-written information.
<br /> This information includes but is not limited to chemical contamination on the site, prior uses of
<br /> the site, individuals who may have knowledge of the site's history and names and address of all
<br /> prior owners.
<br /> Client shall fully indemnify, defend and hold harmless TERRASEARCH, inc. (including its
<br /> officers, employees, shareholders, and directors) from and against all suits, claims, judgments,
<br /> losses, expenses, costs, including reasonable attorney's fees and expert costs, interest, penalties
<br /> and judgments with respect to breaches of this Agreement by Client and negligence of Client, its
<br /> contractors, sub-contractors and other design professionals. These indemnity rights shall survive
<br /> the termination or completion of TERRASEARCH, inc.'s services pursuant to this Agreement.
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<br /> TERRASEARCH, inc.
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