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AMD Environmental Consultants, Inc. 72 E Niagara St Suite 100 Tonawanda, NY 14150 Office: 716-833-0043 Fax: 716-241-8689 www.amdenvironmental.com INSURANCE. AMD represents that it, together with its employees and agents, is protected by, and has all necessary insurance policies. Certificates for any such policies of insurance will be provided to Client upon written request, Client recognizes that AMD insurance policies may contain certain exclusions. Client agrees to defend, indemnify and hold AMD and its employees or agents harmiess for and against all claims, causes of action, suits, proceedings, damages, losses and expenses, including but not limited to, third party claims or actions arising out of the services to be provided by AMD or arising out of this Agreement that fall within the scope of any exclusion from AMD's insurance policies. INDEMNIFICATION. Client shail, to the fullest extent permitted by law, indemnify and hoid harmless AMD, its officers, directors, employees, agenis, subcontractors and sub-consultants from and against all damage, liability and cost, including reasonable attorney feas and defense costs, arising out of the services to be provided by AMD or arising out of this Agreement, excepting only those damages, jiabilifies or costs attributable to the sole negligence or willful misconduct of AMD. RESERVATION OF RIGHTS. Any delay or failure by AMD to enforce any of its rights or remedies afforded to it under this Agreement and/or by law shall not prejudice or operate to waive that right or remedy, including but not limited to, any remedy for breach of contract. WAIVER. Client hereby agrees, to the fullest extent permitted by law, to waive any claims or causes of action against AMD arising out of the services to be provided by AMD or arising out of this Agreement. except for those claims or causes of action attributable to the sole negtigence or willful misconduct of AMD. FEE AND COST FLUCTUATIONS. Client hereby understands that all fees and costs for payment to AMD for services to be provided by AMD under this Agreement are estimated, and are provided to Client only for Client's convenience. Accordingly, Client agrees that to the extent that fees and costs increase for services to be provided by AMD or arising out of this Agreement, Client shall compensate AMD proportianately to such increases of fees and costs. ACCESS TO SITE. Client shall provide AMD with access the project site for activities necessary for the performance of the services that are the subject of this Agreement. Client authorizes AMO and its employees or agents to enter on to and examine the Subject project site property and to extract samples for subsequent laboratory analysis, within ail aréas of the project site in accordance with the Scope of Services paragraph in this Agreement. AMD shall not be responsible in manner for restoration of any resulting damage and will not be responsible for such costs, STANDARD OF CARE, Sérvices provided by AMD under this Agreement will be performed jn accordance with such dociiients as plans, specifications and instructions provided by Cliént, and in a manner consistent with the level of care and skill ordinarily exercised by members of the industry under similar conditions using recognized methodologies, In acceptance of reports of observations, tests and opinions provided to Client pursuant to this Agreement, Client acknowledges that the extent of AMD's obligation with respect thereto is limited to the furnishing of such data, which shall not be solely relied upon by others as acceptance of any construction work, nor shall it relieve a contractor in any manner from his contractual obligations and responsibilities to conduct the work in conformance with the project's plans and specifications. AMD will be responsible only for the data furnished by it, but shail not be responsible for the interpretation and/or misinterpretation of the information by other individuals or entities. Client agrees to indemnify and hoid harmless AMO and its employees and agents from and against all claims, damages, losses and expenses arising from the interpretation and/or misinterpretation by others of the information and data provided by AMD. HIDDEN CONDITIONS. A condition is hidden if it is concealed by existing finishes or is not capable of investigation by reasonable visual observation. lf AMD has reason to believe that such a condition may exist, Client shall authorize and pay all costs associated with the investigation of such a condition. If Client fails te authorize such investigation after due notification, or if AMD has no reason te believe that such condition exists, AMD shail not be responsible for the hidden condition, or any and ail resulting damages to persons or property, HAZARDOUS WASTES. Client shall advise AMD of any hazardous wastes, substances or conditions existing at and/or near the project site. I AMD discovers such hazardous wastes, substances or conditions after it commences work or services under this Agreement, or if AMD discovers the nature or extent of the hazardous wastes, substances or conditions differ materially from what Client advised AMD, Client agrees that the Scope of Services, schedule, and fees shall be adjusted as needed to complete the work or services. The ownership of, and responsibility for, all contaminated materials and/or hazardous wastes, substances or conditions generated, released, uncovered, transported and/or collected during the work tasks under this Agreement shail remain with Client. INFORMATION FOR THE SOLE USE AND BENEFIT OF CLIENT. All opinions, conclusions and recommendations provided by AMD, whether written or oral, and any plans, specifications or other documents and services provided by AMD are for the sole use and benefit of Client in furtherance of its performance under the Prime Contract and are not to be provided to any other individual or entity without the prior written consent of AMD. Nothing in this Agreement shall create a contractual relationship with or cause of action in favor of any third party against AMD. OWNERSHIP OF DOCUMENTS. All documents produced by AMD under this Agreement are instruments of AMD's professional service and shall temain property of AMD, and may not be used by Client for any other purpase without prior written consent of AMD. CERTIFICATIONS, GUARANTEES AND WARRANTIES. AMD shall not be required to execute any document that woutd result in AMD certifying, guaranteeing or warranting the existence, or lack of, any condition, TERMINATION OF SERVICES. This Agreement may be terminated by either party, at any time, upon (10) days written notice to the other party. in the event of termination, Client shall pay AMD for all services rendered to the date of termination, and all reimbursable expenses incurred prior to termination and reasonable termination expenses incurred as a result of termination. ENTIRE AGREEMENT. This Agreement contains the full and complete understanding and agreementof the parties with respect to the subject matter hereof. and supersedes all prior understandings and agreements, if any, whether oral or written, concerning the subject matter hereof.