Master Services Agreement for Professional Services

CLIENT recognizes that site conditions where samples and data are gathered do vary with time and that particularly subsurface conditions may differ from those encountered at the time and location where explorations or investigations are made and, therefore, the data, interpretations, and recommendations of GAI are based solely on the information available at the time of the investigation. GAI shall not be responsible for the interpretation by others of the information it develops or for any additional information that may become available subsequently.

Article 8. Standard of Care (SOC) - GAI will perform its Scope of Services with that level of care and skill ordinarily exercised by other professionals practicing in the same discipline(s), under similar circumstances and at the time and place where the Project is located are performed, and makes no warranty, express or implied, including the implied by law warranties of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Article 9. Insurance

GAI shall procure and maintain such insurance as is required by law as of the date first written above and during the performance of the AGREEMENT, and subject to the terms and conditions of the policies keep in force the following insurance:

Worker's Compensation Insurance with Other States' endorsement, including Employer's Liability Insurance for its employees in the amount of $500,000;

Comprehensive General Liability Insurance, including Contractor's Protective and Completed Operations, covering bodily injuries with limits of $2,000,000 per occurrence and aggregate, and property damage with limits of $2,000,000 per occurrence and aggregate;

Comprehensive Automobile Liability Insurance, including operation of owned, non-owned and hired automobiles, with combined single limits for bodily injury and property damage of $1,000,000 per occurrence;

Contractor's Pollution Liability Insurance with limits of $1,000,000 per claim.

If CLIENT requires additional types or amounts of insurance coverage, GAI, if specifically directed by CLIENT, will purchase additional insurance (if procurable) at CLIENT's expense; but GAI shall not be responsible for property damage from any cause, including fire and explosion, beyond the amounts and coverage of GAI's insurance specified above.

CLIENT will require that any Contractor(s) performing work in connection with GAI's Services will add GAI as an additional insured on their insurance policies. In addition, in any hold-harmless agreements between CLIENT or Owner and any contractor who may perform work in connection with any professional services rendered by GAI, CLIENT will require such contractor(s) to defend and indemnify GAI against third party suits.

It is agreed that GAI shall have no responsibility: 1) To supervise, manage, direct, or control CLIENT or its Contractors', subcontractors' or their employees; 2) For any of CLIENT's or its Contractors, subcontractors or agents or any of their employees' safety practices, policies, or compliance with applicable federal, state and/or local safety and health laws, rules or regulations; 3) For the adequacy of its Contractor's or vendor's means, methods, techniques, sequencing or procedures of performing their services or work; or 4) For defects in its Contractor's or vendor's work.

Article 10. Indemnity - Subject to the Limitation(s) of Liability provision(s) below in Articles 11 AND 12, GAI agrees to indemnify and hold harmless CLIENT, and its officers, directors, and employees from and against any and all claims, suits, liability, damages, injunctive or equitable relief, expenses including reasonable attorneys' fees, or other loss (collectively "Losses") to the extent proximately caused by GAI's negligent performance of Services.

Article 11. Limitation of Liability - In the event of any loss, damage, claim or expense actually incurred by CLIENT resulting from GAI's performance or non-performance of the professional services authorized under this AGREEMENT, GAI's liability whether based on any legal theory of contract, tort including negligence, strict liability or otherwise under this AGREEMENT for professional acts, errors, or omissions shall be limited to the extent any such claims, damages, losses or expenses that result from the negligent acts, errors or omissions of GAI or its employees and that occur during GAI's performance under this AGREEMENT. The total, cumulative liability of GAI arising out of professional acts, errors, or omissions shall not exceed the greater of $50,000 or two times the total compensation GAI receives from CLIENT under the WORK ORDER out of which the claim, damage or loss arose. GAI's aggregate liability for all other acts, errors, or omissions shall be limited to the coverage(s) and amounts of insurance specified in Article 9, above. The limitations stated above shall not apply to the extent any damages are proximately caused by the willful misconduct of GAI and its employees.

GAI CONSULTANTS, Inc.

Master Services Agreement for Professional Services