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CONTRACT FOR CONSULTING SERVICES THIS CONTRACT executed May 2 19_i. by and between ne ars Car. Wash, -. (hereinafter referred to as"CLIENT') and CONDOR EARTH TECIMLOGIA ; Iif., (herein- after referred to as "CONDOR"). For and in consideration of the mutual promises and agreements contained herein,the paries agree as follows: 1. SERVICES PROVIDED/DIMES AND LIN11TATIONS (a) CONDOR shall perform or cause to be performed those services as set forth in Exhibit"A"appended hereto and incorporated herein by reference. (b) Independent Consultant.Status-Except as may otherwise be noted herein.CONDOR shall serve as an independent consultant to CLIENT and shall have control over and be responsible for the means and methods for providing services under this Agreement. It is specifically understood that. irrespective ofany assignability provisions.CONDOR may retain subcontractors to perform services usually performed by subcontractors and,should CONDOR determine it appropriate or necessary to rely on a subcontractor where it is not customary to do so.CONDOR shall obtain prior written approval or subsequent written confirmation from CLIENT, (c) Maintenance of Professional Standards and Ethics-CLIENT recognizes that CONDOR's services in all cases must be rendered in accordance with prevailing professional standards and ethics, as well as certain laws or regulations that apply specifically to CONDOR. (d) Standard of Care-Services performed by CONDOR under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised oy members of the profession currently practicing in the same locality under similar conditions. No other representation.express or implied, and no warranty or guarantee is included or intended in this Agreement,or in any report,opinion, document or othenwise. (e) Reports-If directed by CLIENT in writing.CONDOR shall provide CLIENT with monthly progress reports summarizing the work performed under this Agreement. Such reports shall be in writing and furnished to CLIENT by the tenth day of each month, CONDOR shall also provide CLIENT with such other reports concerning CONDOR's work progress as CLIENT, in its reasonable discretion,may deem necessary. (f) Consenuential damases -CLIENT shall not be liable to CONDOR and CONDOR shall not be liable to CLIENT for any consequential damages incurred b%-either due to the fault of the other,regardless of the nature of this fault,or whether it was committed by the CLIENT or CONDOR their employees. agents o.subcontractors. Consequential damages include,but are not limited to, loss of use and loss of profit. \� (g) Limitation of Liability - CLIENT agrees to limit CONDOR's liability to CLIENT and all construction contractors arising from CONDOR's professional acts.errors or omissions.such that the total aggregate liability of CONDOR to all those named shall not exceed 550.000 or CONDOR's total fee for the services rendered on this project, whichever is greater. (If CLIENT wishes to discuss higher limits and the charges involved,he should speak with CONDOR.) CLIENT further agrees to require of the contractor and his subcontractors an identical limitation of CONDOR'S liability for damages suffered by the contractor for the subcontractors arising from CONDOR's professional acts,errors or omissions. Neither the contractor nor any of his subcontractors assumes any liability for damages to others which may arise on account of CONDOR's professional acts, errors or omissions.except as otherwise stipulated herein. (It) Notification of Hazardous Materials -When hazardous materials are known,assumed or suspected to exist at a site. CONDOR is required to take appropriate precautions to protect the health and safety of its personnel,to comply with applicable laws and regulations, and to follow procedures that CONDOR deems prudent to minimize physical risks to employees and the public. CLIENT hereby warrants that,if he knows or has any reason to assume or suspect that hazardous materials may exist at the project site,he has so informed CONDOR CLIENT also warrants that he has done his best to inform CONDOR of such known or suspected hazardous materials' type quantity and location. 2. COMPENSATION AND EXPENSES (a) Fres-CLIENT shall pay compensation for CONDOR's services and shall pay for CONDOR's reasonable costs incurred in performing the services required by this Agreement as set forth in Exhibit'A". When field equipment is required,refer to fee schedule as set forth in Exhibit "B". (b) Timely Payment-CLIENT recognizes that time is of the essence with respect to payment of CONDOR's invoices, and that timel".payment is a material part of the consideration of this Agreement. CLIENT shall pay CONDOR for services performed in U.S.funds drawn upon U.S. banks and in accordance with the rates and charges set forth herein. Invoices will be submitted by CONDOR from time to time,but no more frequently than every two(2)weeks.and shall be due and payable within thim,(30)calendar days of invoice date. CLIENT shall pay an additional charge of one-and-one-half percent(L5°/a)(or the maximum percentage allowed by law,whichever is lower)of the invoiced amount per month for any payment received by CONDOR more than thirty, (30)calendar days from the date of the invoice. Payment 'thereafter shall first be applied to accrued interest and then to the principal unpaid amount. Payment of invoices is in no case suhiect to unilateral discountinn or set-offs by CLIENT. 1 h t, CONDOR