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(13) Hazardous Substances and Conditions.
<br />(a) Services related to determinations involving hazardous substances or conditions, as defined by federal or state law, are
<br />limited to those tasks expressly stated in the scope of services. In any event, Consultant shall not be a custodian,
<br />transporter, handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. Consultant's
<br />services will be limited to professional analysis, recommendations, and reporting, including, when agreed to, plans and
<br />specifications for isolation, removal, or remediation.
<br />(b) The Consultant shall notify the Client of hazardous substances or conditions not contemplated in the scope of services
<br />of which the Consultant actually becomes aware. Upon such notice by the Consultant, the Consultant may stop affected
<br />portions of its services until the hazardous substance or condition is eliminated. The parties shall decide if Consultant is to
<br />proceed with its services and if Consultant is to conduct testing and evaluations, and the parties may enter into further
<br />agreements as to the additional scope, fee, and terms for such services.
<br />(14) Construction Phase Services.
<br />(a) If the Consultant's services include the preparation of documents to be used for construction and the Consultant is not
<br />retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents and for
<br />construction observation, and the Client waives any claims against the Consultant in any way connected thereto.
<br />(b) If the Consultant provides construction phase services, the Consultant shall have no responsibility for any contractor's
<br />means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall
<br />Consultant have any authority or responsibility to stop or direct the work of any contractor. The Consultant's visits will be
<br />for the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its
<br />contractors will generally conform to the construction documents prepared by the Consultant. Consultant neither guarantees
<br />the performance of contractors, nor assumes responsibility for any contractor's failure to perform its work in accordance
<br />with the contract documents.
<br />(c) The Consultant is not responsible for any duties assigned to the design professional in the construction contract that are
<br />not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the
<br />contractor shall be solely responsible for job site safety and for its means and methods; that the contractor shall indemnify
<br />the Client and the Consultant for all claims and liability arising out of job site accidents; and that the Client and the
<br />Consultant shall be made additional insureds under the contractor's general liability insurance policy.
<br />(15) No Third -Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits to
<br />anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement
<br />will be for the sole benefit of the Client and the Consultant. The Client shall not assign or transfer any rights under or
<br />interest in this Agreement, or any claim arising out of the performance of services by Consultant, without the written consent
<br />of the Consultant. The Consultant reserves the right to augment its staff with subconsultants as it deems appropriate due to
<br />project logistics, schedules, or market conditions. If the Consultant exercises this right, the Consultant will maintain the
<br />agreed -upon billing rates for services identified in the contract, regardless of whether the services are provided by in-house
<br />employees, contract employees, or independent subconsultants.
<br />(16) Confidentiality. The Client consents to the use and dissemination by the Consultant of photographs of the project and
<br />to the use by the Consultant of facts, data and information obtained by the Consultant in the performance of its services. If,
<br />however, any facts, data or information are specifically identified in writing by the Client as confidential, the Consultant
<br />shall use reasonable care to maintain the confidentiality of that material.
<br />(17) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of California. This Agreement
<br />contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous
<br />negotiations, representations, agreements or understandings, whether written or oral. Except as provided in Section 1, this
<br />Agreement can be supplemented or amended only by a written document executed by both parties. Provided, however, that
<br />any conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly
<br />rejected by the Consultant. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of such
<br />unenforceability without invalidating the remaining provisions. The non -enforcement of any provision by either party shall
<br />not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this
<br />Agreement.
<br />rev 08/06
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