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be construed by the other party as a waiver of any subsequent breach of
<br />the same provision, term or condition.
<br />12. INVOICES
<br />URS will submit monthly invoices for Services rendered and Client will
<br />make prompt payments in response to URS' invoices.
<br />URS will retain receipts for reimbursable expenses in general accordance
<br />with internal Revenue Service rules pertaining to the support of
<br />expenditures for income tax purposes. Receipts will be available for
<br />inspection by Client's auditors upon request.
<br />If Client disputes any items In URS` invoice for any reason, including the
<br />lack of supporting documentation, Client may temporarily delete the
<br />disputed item but shat) pay all undisputed items appearing in the invoice.
<br />Client v~ill promptly notify URS of the dispute and request clarification
<br />and/or correction. After any dispute has been settled, UR5 will include the
<br />disputed item on a subsequent, regularly-scheduled invoice or on a special
<br />Invoke for the disputed item only.
<br />Client recognizes tha# late payment of invoices results in extra expenses
<br />for URS. URS retains the right to assess Ctienf interest at the rate of one
<br />percent (1 °/a} per month, but not to exceed the maximum rate allowed by
<br />law, on invoices which are not paid within thirty (30}days from the date of
<br />the invoice. In the event undisputed portions of URS' invoices are riot paid
<br />when due, URS also reserves the right to suspend the performance of its
<br />Services under this Agreement until all past due amounts have been paid
<br />in full.
<br />13. CHANGES
<br />The parties agree that no change or modification to this Agreement, or any
<br />attachments hereto, shall have any force or effect unless the change is
<br />reduced to writing, dated, and made part of this Agreement. The
<br />execution of the change shall be authorized and signed in the same
<br />manner as this Agreement. Adjustments in the period of Services and in
<br />compensation shall be in accordance with applicable paragraphs and
<br />sections of this Agreement. As the project progresses, the facts
<br />developed may dictate a change in the Services to be performed, which
<br />may alter the scope. URS will infomt Ctienf of such situations so that
<br />changes in scope and adjustments fo the time of performance and
<br />compensation can be made as required. if such change, additional
<br />Services, or suspension of Services results in an increase or decrease in
<br />the cast of or time required for pertormance of the Services, an equitable
<br />adjustment shall be made, and the Agreement modified accordingly.
<br />14. HAZARDOUS MATERIALS
<br />It is acknowledged by both parties that the Services do not include
<br />serv'~ces related to regulated substances, pollutants, or hazardous or
<br />toxic wastes ("Hazardous Material"), In the event URS or any other
<br />party encounters undisclosed Hazardous Materials, URS shall notify
<br />Client and, to the extent required by taw or regulation, the appropriate
<br />governmental officials, and URS may, at its option and without liability
<br />for delay, consequential or any ocher damages to Client, suspend
<br />performance of Services on that portion of the project affected by
<br />Hazardous Material until Client: (i) retains appropriate specialist
<br />consultant(s) or contractor(s) to identify and, as appropriate, abate,
<br />remediate, or remove the Hazardous material; and (ii) warrants that the
<br />project site is in full compliance with all applicable taws and regulations.
<br />if Services hereunder cannot be performed because of the existence of
<br />hazardous materials, URS shall be entitled to terminate this Agreement
<br />for cause on 30 days written notice.
<br />15. EXECUTION
<br />Thts Agreement, including the exhibits and schedules made part hereof,
<br />constitute the entire Agreement between URS and Client, and supersedes
<br />alt priorwritten or oral understandings. This Agreement may be amended,
<br />supplemented or modifed only by a written instrument duly executed by
<br />the parties.
<br />18. NO CONSEQUENTIAL DAMAGES
<br />TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CLIENT
<br />NOR URS SHALL BE LIABLE, WHETHER LiABILITY ARISES FROM
<br />NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY,
<br />INDEMNITY, OR ANY OTHER THEORY OF RECOVERY, FOR ANY
<br />PS-131 Terms & Conditions for Professional Services
<br />(Non-environmental)
<br />CONSEQUENTIAL, SPECIAL, iNC1DENTAL, 1NDiRECT, PUNITIVE
<br />OR EXEMPLARY DAMAGES, OR DAMAGES ARISING FROM OR 1N
<br />CONNECTION WITH LOSS OF USE, L055 OF REVENUE OR
<br />PROFIT (ACTUAL OR ANTICIPATED), LOSS BY REASON OF
<br />SHUTDOWN OR NON-OPERATION, INCREASED COST OF
<br />CONSTRUCTION, COST OF CAPITAL, COST OF REPLACEMENT
<br />POWER OR CUSTOMER CLAIMS, AND URS HEREBY RELEASES
<br />CLIENT AND CLIENT HEREBY RELEASES URS FROM ANY SUCH
<br />LIABILITY.
<br />17. LIMITATION OF LIABILITY
<br />TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL
<br />LIABILITY OF URS ,ITS SUBCONSULTANTS, AND ITS EMPLOYEES
<br />TO CLIENT FOR ANY LOSS OR DAMAGE ARISING OUT OF THE
<br />PERFORMANCE OF SERVICES UNDER THiS AGREEMENT,
<br />INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE ARISING
<br />FROM NEGLIGENCE, BREACH OF CONTRACT, BREACH OF
<br />WARRANTY, INDEMNITY, OR ANY OTHER THEORY OF RECOVERY,
<br />SHALL NOT EXCEED THE AMOUNT OF THE TOTAL CHARGES FOR
<br />SERVICES PERFORMED UNDER THIS AGREEMENT, AND CLIENT
<br />HEREBY RELEASES URS, ITS SUBCONSULTANTS, AND ITS
<br />EMPLOYEES FROM ANY LiA81LITY ABOVE SUCH AMOUNT.
<br />18. LITIGATION SUPPORT
<br />In the event URS is required to respond to a subpoena, government
<br />inquiry or other legal process related to the Services in connection with a
<br />legal or dispute resolution proceeding to which URS is not a party, Client
<br />shall reimburse URS for reasonable costs in responding and compensate
<br />URS at Its then standard rates for reasonable time incurred in gathering
<br />information and documents and attending depositions, hearings, and trial.
<br />19. NO THIRD PARTY BENEFICIAREES
<br />This Agreement shall not create any rights or beneftts to parties other than
<br />Client and URS. No third party shall have the right to rely on URS
<br />opinions rendered in connection with the Services without URS' written
<br />consent and the third partys agreement to be bound to such terms and
<br />conditions as URS, in ifs sole discretion, agrees to offer.
<br />20. FORCE MAJEURE
<br />Any decay or failure of URS in performing its required obligations
<br />hereunder shaft be excused if and to the extent such delay or failure is
<br />caused by a Force Majeure Event. A "Force Majeure Event" means an
<br />event due to any cause beyond the reasonable control of URS and
<br />shall include, but not be limited to, acts of God, strike, labor dispute
<br />fire, storm, flood, windstorm, unusually severe weather, sabotage,
<br />embargo, terrorism, energy shortage, accidents or delay in
<br />transportation, accidents in the handling and rigging of heavy
<br />equipment, explosion, riot, war, court injunction or order, delays by acts
<br />or orders of any governmental body or changes in laws or government
<br />regulations or the interpretations or application thereof or the acts or
<br />omissions of the Client or its other contractors, vendors or suppliers. In
<br />the event of a Force Majeure Event, URS shall receive an equitable
<br />adjustment extending URS' time for performance sufficient to overcome
<br />the effects of any delay, and an increase(s) to URS' compensation
<br />sufficient to account for any increased cost fn performance or toss or
<br />damage suffered by URS. If Services are suspended for thirty (30) days
<br />or more, URS may, in its sole discretion, upon 5 days priorwritten
<br />notice, terminate this Agreement. In the case of such termination, in
<br />addition to the compensation and time extension set forth above, URS
<br />shall be compensated for all reasonable Termination expenses.
<br />21. SURVIVAL
<br />The provisions of this Agreement which by their nature are intended to
<br />survive the termination, cancellation, completion, or expiration of the
<br />Agreement, including, but not limited to, any expressed (imitations of, or
<br />releases from, liability, shall continue as valid and enforceable
<br />obligations of the parties notwithstanding any such termination,
<br />cancellaiton, completion, or expiration.
<br />(10/2009}
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