100-25 Exhibit A-RES 350-23 RI.pdf

7 t i ASSOCIATES Right of EninyWVorksile - Clent wilt provide for right of entry for CME personnel and equipment necessary lo completa the work, While CME will take all reasonable precautions to minimiza any damage to the property it is understood by Client that In the normal course of some damage may occur, the correction of which is nol part ef this agreement. ‘Client shall turn'sh or cause lo be furnished lo CME all docements and information known to Client that relate to tne identiy. location, quantity, nature oF characlesistis of any hazardous of loxie eubslances at. on or under the site. An addition, Client wil furnish or cause to be fumishad such other information on surface and subsurface site conditions fequlred by CME for proper performance ef is services. GME shail be eniilled to rely on Client previded documents and information in performing the services requirad under Ins Agreement; hawever. CME assumes no responsibilty or Labilily for their accuracy oF completeness. COME will not direct, supervise or control the work of contractors or thelr subcontractors. CME services will nol include a review or evaluetion of tha contractors (or subcontracior's} safety measures. CME shall be responsible only for its actvilies and that of its employeas on any site. Neither the professional activities nor the presence of CME or ils employees or susconttactors on a site shal imply that CME controls Ine operations of others, ccr shall this be construsd te be an acceptance by CME of any respansibilty for jobaite safety. Indemnifigation - To the full extent permitted by fav. Cliont shall indemnify, defend and hold hiermlass CME and ils subcontractors, consultanis, agents, officers, directors and emplayeas (herein collectively referred Io as Engineer} from and against all cleims, damages, lasses and expenses, whether arec, Indirect os cansaquantal induding but not finited to fees and charges of attorneys and cour! and arbitration costs, afising out of or resuilling from the sorvices of work of Engineer or any claims agains! Engineer arising fron the acts, omissions of work of others, unless il is proven in a court of competent jurisdiction that the Engineer is guilty of negligence or willful misconduct in eonnection with Ine services and such negligence or willful misconduct was the sole cause of the damages, claims and liabilities, Client agreas to

eer is guilty of negligence or willful misconduct in eonnection with Ine services and such negligence or willful misconduct was the sole cause of the damages, claims and liabilities, Client agreas to indemnity and hold harmless Enginear from and agaiast all claims, damages. lossas and expenses. direct or Indirect, and consequent! darnagos. including bul not Pnuted to fees and charges of sllorneys and court and arbitration costs, broughl by any person of entity, or claims against Enginesr which anise out of, are related to, oF are based upon, the actual or threatened dispersal, discharge. escape, release or salutation or smoke, vapors, soot, fumes, acids, alls, toxic chemical. radioactive materials quis. gases oF any other materta, upon, ia orinlo the surface of subsurface soil: waler or watercourse: objects, oF any tangible orinlangihle mailer To the fullast extent permitied by lav, such indemnification shall apply regardless of the faull, negligence. breach of werranty or contract or sisi Rabilly of Engineer. This indemnification shall not apply (0 claims, damages, losses or expenses which are determined by a court of competent jurisdiction to be the sale result of negligence of wilt misconduct by the Engineer of obligations under this Agresment Limitations of Liability - CME’s total liabilly to Client for any and all injuries, claims, losses, exaenses or damages whatsoever arising out of, oF in any way related to. this “Agreement trem ary Cause or causes, including but nol limited ta CME's negligence, errors, omissions, sirit liability, breach of contract or breach of warrenty, stall nol exceed the total contract amount for the services provided by CME or $60,000, whichever Is less. In-no event shall CME be liable fer consequential ¢amages, including. without limitation, loss of use or loss of profils, incurrad by Client or their subsidiaries or sucrossors, regardjase of wholhar such claim is based upon alleged breach of contract, wilful misconduct, or negligent act or omission. Profeasional services rendered for a Client shall be provided for that Client, The Client Is cesponsisle for the proper operation and use of the subjec! racilies ander report and pathing herein shal provide any rights o any thicd parly. The Client, in authorizing CME to procand, acknowledges Inat the professional responsibility Is fimited. Termination - This Agreement may be

pathing herein shal provide any rights o any thicd parly. The Client, in authorizing CME to procand, acknowledges Inat the professional responsibility Is fimited. Termination - This Agreement may be terminated by ether party upon fourteen (14) days written notice in the event of substential fallure by. the other party to pevtorm in pecordance with tha larms hereof, Such termingtion shall not be effective if that substantial failurs ras been remedied before expiration of the period specified in the waiten notine. In the event of termination, CME shall be paid for services performed lo the leimination notice date plus reasonable termination expenses In the event ef tenmination, of suspension for mare than {nee (3) months, prior lo completion of all work contemplated by this Agreement, CME may complete such analyses and moods as are necessary to complete is flos and may also complete a report on tha sorvicas perfarmed lo the date of notice of teminslion or suspension, The expenses af termination or suszension shall incluxte all direct costs of CME in completing such analyses, racords and raports. ‘Assigns - The Client may not delegate, assign, sublet or transfer his duties or interests in this Agreement withou! the written consent of CME. ‘his agreement shall not create any rights er benefits to parties other than the Clfont and CME. except such other rights as may be spacitically called for herein MU23E.doc \@