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of any agent of the CLIENT. Such rights are reserved solely for CLIENT.Furthermore,CONDOR's presence on site does not in any way
<br /> guarantee the completion or quality of the performance of the work of any party retained by CLIENT to provide field or construction-related
<br /> services.
<br /> CONDOR will not be responsible for and will not have control or charge of specific means,methods,techniques,sequences or procedures of
<br /> construction or other field activities selected by any agent or agreement of CLIENT,or safety precautions and programs incident thereto.
<br /> 1) Joint and Several Liability-If hazardous materials are encountered in this project,it is possible that the concept of joint and several liability could
<br /> be construed to make CONDOR partly or wholly responsible for damages created directly or indirectly by the hazardous materials.CLIENT
<br /> agrees that it would be unfair for CONDOR to be exposed to such an action because CONDOR had nothing whatsoever to do with the creation
<br /> of the hazardous condition.Accordingly,CLIENT waives any claim against CONDOR,and agrees to defend,indemnify and hold CONDOR
<br /> harmless from any claim or liability for injury or loss arising from application of a joint and several liability concept that would in any manner
<br /> hold or seek to hold CONDOR responsible for creating a hazardous materials condition or permitting one to exist. CLIENT also agrees to
<br /> compensate CONDOR for any time spent and expenses incurred by CONDOR in defense of any such claim,with such compensation to be based
<br /> upon CONDOR's current fee schedule and expense reimbursement policy.
<br /> m) Indemnification by CONDOR-CONDOR agrees to hold harmless and indemnify CLIENT from and against liability arising out of CONDOR's
<br /> negligent performance of the work,subject to any limitations,other indemnifications or other provisions CLIENT and CONDOR have agreed
<br /> to.Under no circumstances,however,shall CONDOR have any obligation to defend independently or collectively CLIENT or other Indemnified
<br /> Parties from and against liability for damages that may arise or be attributed to work performed by CONDOR under this Agreement.Nor shall
<br /> CONDOR have any obligation to pay for or compensate any party for their defense costs or fees.
<br /> n) Extension of Protection-CLIENT agrees to extend any and all limitations,indemnifications and waivers provided by CLIENT to CONDOR to
<br /> those individuals and organizations CONDOR retains for proper execution of the work.These shall be deemed to include,but not necessarily be
<br /> limited to,CONDOR's officers and employees and their heirs and assigns,as well as CONDOR's agents,subconsultants and subcontractors and
<br /> their officers,employees,heirs and assigns.
<br /> o) Subsurface Risks-CLIENT recognizes that special risks occur whenever engineering or related disciplines are applied to identify subsurface
<br /> conditions.Even a comprehensive sampling and testing program,implemented with the appropriate equipment and experienced personnel under
<br /> the direction of a trained professional who functions in accordance with a professional standard of care may fail to detect certain conditions,
<br /> because they are hidden and therefore cannot be considered in development of a subsurface exploration program.For similar reasons,actual
<br /> environmental,geologic and geotechnical conditions that CONDOR properly infers to exist between sampling points may differ significantly
<br /> from those that actually exist.The passage of time also must be considered,and CLIENT recognizes that,due to natural occurrences or direct or
<br /> indirect human intervention at the site or distant from it,actual conditions discovered may quickly change.CLIENT realizes that nothing can be
<br /> done to eliminate these risks altogether,but certain techniques can be applied by CONDOR to help reduce them to that level deemed tolerable
<br /> by CLIENT.CONDOR is available to explain these risks and risk reduction methods to CLIENT but,in any event,the scope of services included
<br /> with this Agreement is that which CLIENT agreed to or selected in light of his own risk preferences and other considerations.
<br /> p) Holding CONDOR Harmless - CLIENT understands that "holding CONDOR harmless" would, among other things, require CLIENT to
<br /> compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any claim for which CLIENT has agreed to indemnify
<br /> CONDOR,and that such compensation will be based upon CONDOR's current fee schedule and expense reimbursement policy.
<br /> 6. OWNERSHIP OF INSTRUMENTS OF SERVICE
<br /> All reports,boring logs, field data,field notes,laboratory test data,calculations, estimates and other documents prepared by CONDOR as
<br /> instruments of service shall remain the property of CONDOR. CONDOR shall retain these records for a period of one(1)year following
<br /> submission of reports related to the scope of work included in approved Work Orders,during which period they will be made available to
<br /> CLIENT at all reasonable rimes.
<br /> 7. DISPUTE RESOLUTION
<br /> a) Curing a Breach-In the event either party believes that the other has committed a material breach of this Agreement,the party maintaining such
<br /> a belief shall issue a termination notice to the other identifying the facts as perceived,and both parties shall bargain in good faith to cure the
<br /> causes for termination as stated in the termination notice.If such a cure can be effected prior to the date by which termination otherwise would
<br /> be effective,both parties shall commit their understanding to writing,and termination shall not become effective.If in curing an actual or alleged
<br /> breach either party shall waive any rights otherwise inuring to them by virtue of this Agreement,such waiver shall not be construed to in any
<br /> way affect future application of the provision involved or any other provision.
<br /> b) Arbitration-All claims,disputes,and other matters in question between the parties to this Agreement,arising out of or relating to this Agreement
<br /> of the breach thereof,shall be decided by arbitration in accordance with the then-most current rules of the American Arbitration Association,if
<br /> the parties mutually agree.
<br /> 8. SUSPENSION
<br /> Upon fourteen(14)calendar days'written notice to CONDOR,CLIENT may suspend CONDOR's work.If payment of CONDOR's invoices is
<br /> not maintained on a thirty(30)calendar day current basis by CLIENT,CONDOR may by giving fourteen(14)calendar days'written notice to
<br /> CLIENT suspend further work until payment is restored to a current basis.Suspension for any reason exceeding forty-five(45)calendar days
<br /> shall,at CONDOR's option,make this Agreement subject to renegotiation or termination,as provided for elsewhere in this Agreement.Any
<br /> suspension shall extend the time schedule for performance in a manner that is satisfactory to both CLIENT and CONDOR,and CONDOR shall
<br /> be compensated for services performed and charges incurred prior to the suspension date,plus suspension charges.
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