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EXHIBIT B
<br />TERMS AND CONDITIONS
<br />HDR Engineering, Inc.
<br />Terms and Conditions for Professional Services
<br />1. STANDARD OF PERFORMANCE
<br />The standard of care for all professional engineering, consulting and related services performed or furnished by ENGINEER and
<br />its employees under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing
<br />under the same or similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or
<br />implied, under this Agreement or otherwise, in connection with ENGINEER's service.
<br />2.INSURANCE
<br />ENGINEER agrees to procure and maintain, at its expense, Workers' Compensation insurance as required by Texas law;
<br />Employer's Liability of $250,000; Automobile Liability insurance of $1,000,000 combined single limit for bodily injury and
<br />property damage covering all vehicles, including hired vehicles, owned and non-owned vehicles; Commercial General Liability
<br />insurance of $1,000,000 combined single limit for personal injury and property damage; and Professional Liability insurance of
<br />$1,000,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by
<br />negligent acts, errors, or omissions for which ENGINEER is legally liable. OWNER shall be made an additional insured on
<br />Commercial General and Automobile Liabiliry insurance policies and certificates of insurance will be furnished to the OWNER.
<br />ENGINEER agrees to indemnify OWNER for the claims covered by ENGINEER's insurance.
<br />3. OPINIONS OF PROBABLE COST (COST ESTIMATES)
<br />Any opinions of probable project cost or probable construction cost provided by ENGINEER are made on the basis of
<br />information available to ENGINEER and on the basis of ENGINEER's experience and qualifications, and represents its judgment
<br />as an experienced and qualified professional engineer. However, since ENGINEER has no control over the cost of labor,
<br />materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over
<br />competitive bidding or market conditions, ENGINEER does not guarantee that proposals, bids or actual project or construction
<br />cost will not vary from opinions of probable cost ENGINEER prepares.
<br />4. CONSTRUCTION PROCEDURES
<br />ENGINEER's observation or monitoring portions of the work performed under construction contracts shall not relieve the
<br />contractor from its responsibility for performing work in accordance with applicable contract documents. ENGINEER shall not
<br />control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of
<br />construction, health or safety programs or precautions connected with the work and shali not manage, supervise, control or
<br />have charge of construction. ENGINEER shall not be responsible for the acts or omissions of the contractor or other parties on
<br />the project. ENGINEER shall be entitled to review all construction contract documents and to require that no provisions extend
<br />the duties or liabilities of ENGINEER beyond those set forth in this Agreement.
<br />5. CONTROLLING LAW
<br />This Agreement is to be governed by the laws of the State of Texas. Venue for any claims, disputes or lawsuits arising from or
<br />related to this Agreement shall be in Lamar County, Texas.
<br />6. SERVICES AND INFORMATION
<br />OWNER will provide all criteria and information pertaining to OWNER's requirements for the project, including design
<br />objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary
<br />limitations. OWNER will also provide copies of any OWNER-furnished Standard Details, Standard Specifications, or Standard
<br />Bidding Documents which are to be incorporated into the project.
<br />OWNER will furnish the services of soils/geotechnical engineers or other consultants that include reports and appropriate
<br />professional recommendations when such services are deemed necessary by ENGINEER. The OWNER agrees to bear full
<br />responsibility for the technical accuracy and content of OWNER-furnished documents and services.
<br />In performing professional engineering and related services hereunder, it is understood by OWNER that ENGINEER is not
<br />engaged in rendering any type of legal, insurance or accounting services, opinions or advice. Further, it is the OWNER's sole
<br />responsibility to obtain the advice of an attorney, insurance counselor or accountant to protect the OWNER's legal and financial
<br />interests.
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