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Passero Associates Professional Services Agreement - Terms and Conditions (Updated March 11, 2025) Access to Site Unless otherwise stated, the Consultant will have access to the site for activities necessary for the performance of the services. The Consultant will take reasonable precautions to minimize damage due to these activities but has not included in the fee the cost of restoration of any resulting damage. Billings/Payments Invoices for services and reimbursable expenses shall be submitted, at the Consultant’s option, either upon completion of the services or on a monthly basis. Invoices shall be payable within 30 days after the invoice date. A service charge of 1.5% (or the legal rate) per month will be applied to the unpaid balance after 30 days.. In addition, if payment is not received within 60 days, the Consultant has the right to stop work, and the Client shall indemnify and hold harmless the Consultant against all damages resulting from such stoppage. The Client agrees to pay all costs of collection attributed to late payment, including reasonable attorneys’ fees. Retainers shail be credited on the final invoice. Hidden Conditions and Hazardous Materials A condition is hidden if concealed by existing finishes or is not capable of investigation by reasonable visual observation. If the Consultant has reason to believe that such a condition may exist, the Consultant shall request authorization from the Client to investigate such a condition. Client shall pay for all costs associated with the investigation of such hidden condition. !f (1) the Client fails to authorize such investigation after due notification, or (2) the Consultant has no reason to believe that such a condition exists, the Consultant shall not be responsible for the existing condition nor any resulting damages to persons or property. The Consultant shall have no responsibility for the discovery, presence, handling, removal, disposal or exposure of persons to hazardous materials of any form. Indemnification The Consultant and the Client mutually agree, to the fullest extent permitted by law, to indemnify and hold each other harmless from any and all damage, liability or cost (including reasonable attorneys’ fees and defense costs) to the extent caused by their own negligent acts, errors or omissions and those of anyone for whom they are legally liable, and arising from the project that is the subject of this agreement. Neither party is obligated to indemnify the other in any manner whatsoever for the other's own negligence. Risk Allocation In recognition of the relative risks and benefits of the project to both the Client and the Consultant, the Client agrees, to the fullest extent permitted by law, to limit the Consultant's total liability to the Client, for any and all damages or claim expenses (including attorneys’ fees) arising out of this agreement, from any and all causes, to the total amount of $50,000, the amount of the Consultant's fee (whichever is greater) or other amount agreed upon when added under Special Conditions. Consequential Damages Notwithstanding any other provision of the Agreement, neither party shall be liable to the other for any consequeniial damages incurred due to the fault of the other party, regardless of the nature of this fault or whether it was committed by the Client or the Consultant, their employees, agents, subconsultants, or subcontractors. Consequential damages include, but are not limited to, loss of use and loss of profit. Termination of Services This agreement may be terminated upon 10 days written notice by either party should the other fail to perform their obligations hereunder. In the event of termination, the Client shall pay the Consultant for all services, rendered to the date of termination, all reimbursable expenses, and reasonable termination expenses. Ownership of Documents Ali documents produced by the Consultant under this agreement shall remain the property of the Consultant and may not be used by this Client for any other purpose without the written consent of the Consultant. Client agrees to indemnify and hold harmless Consultant from any claims that arise due to the reuse, misuse or alterations of the work documents. Dispute Resolution Any claim or dispute between the Client and the Consultant shall be submitted to non-binding mediation, subject to the parties agreeing to a mediator(s}. Unless otherwise specified, this agreement shall be governed by the laws of the state and county associated with the principal place of business of the Consultant. Initials: By Passero By Client 07/2014