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The rates shown in Exhibit A shall be subject to annual adjustment based on the mutual consent of the parties. Where charges are "not to exceed" a specified sutra, GeoSyntec shall notify SWDD before such sum is exceeded and shall not continue to provide the Services beyond such sum unless SWDD authorizes an increase in the sum. If a .not to exceed" sum is broken down into budgets for specific tasks, the task budget may be exceeded without SWDD authorization as long as the total sum is not exceeded. 2. PAYMENT CONDITIONS GeoSyntec periodically shall submit invoices to SWDD. SWDD shall pay each invoice in accordance with the requirements set forth in the Florida Prompt Payment Act. 3. CONSTRUCTION PROCEDURES GeoSyntec shall not be responsible for the acts or omissions of other parties engaged by SWDD, and shall not have control or charge of and shall not be responsible for their construction means, methods, techniques, sequences, or procedures, or for their safety precautions and programs. A. RECOGNITION OF RISK SWDD recognizes that opinions relating, to environmental, geologic and geotechnical conditions are based on limited data and that actual conditions may vary from those encountered at the times and locations where data are obtained, and that the limited data results in uncertainty with respect to the interpretation of these conditions, despite the use of due professional care. It is further recognized that the state of practice, particularly with respect to contaminated site and waste conditions, is changing and evolving (for example, the long-term effect of chemicals on soils or manufactured or constructed liner systems is not well-established or known at this time), and, further, that certain of the governmental regulations relating to hazardous waste sites purport to require achievement of results which cannot be accomplished in an absolute sense (e.g., the construction of entirely impermeable liners). GeoSyntec shall be obligated to comply with applicable professional standards of care in the performance of the Services but does not guarantee results. 5. RISK ALLOCATION The liability of GcoSymcc, its employees, agents and subcontractors (hereinafter for purposes of this paragraph 5 referred to collectively as "GeoSyntec"), for SWDD's claims of loss, injury, death, damage, or expense, including, without limitation, SWDD's claims of contribution and indemnification with respect to third-party claims relating to services rendered or obligations imposed under this Agreement, including alt Work Authorizations, shall not exceed in the aggregate under this Agreement the limits of GeoSymec's insurance coverage. 6. INSURANCE During the term of this agreement, GeoSyntec shall maintain the insurance coverage set forth in GeoSyntec's insurance certificate dated S April 1999, which is attached hereto and incorporated herein by this reference, with limits not less than those stated. The Commercial General and Automobile Liability policies will be endorsed to add SWDD as an additional. The issuing company on all policies shall endeavor to provide SWDD with thirty (30) days written notice of cancellation or material change in any of the coverage. 7. INDEMNIFICATiON If any claim is brought against SWDD and/or GeoSyntec, its employees, agents and subcontractors, by a third party, relating in any way to services under this Agreement, including all Work Authorizations, tine contribution and indemnification rights and obligations of SWDD and GeoSyntec, subject to the allocation of risk under iNDIANKI.DOC 2