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Tax 2010C-PR081209VIMit, , 14 EConsulting Services, Inc. Geotechnical, Materials and Enviror-irriental Engineering 2530 Elecbonic Lane Suite /10 DaH�i�; exws 752�10 December 9, 2008 0 ty of ( I oppell 255 E- Parkway 1301-11evard P.O. Box 9478 Coppell,Texas 75019 Attention: Mr. Kcith Marvin, P.E. Project Engineer Subject: Proposal to Provide Geotechnical Engineering Services for the Belt Line Road Pavement Investigation From Hackberry Road North to Denton Talc Coppcll, Texas GME Proposal Number: P08.04.0115 Dear Mr. Marvin: 214,351,5633 FAX 214,351,5680 w\Nw. g n zecons Lilt corn GMU' Consulting Services, Inc. (GME) appreciates the opportunity to present this proposal for providing geotechnical engineering consulting services on the above referenced project. This proposal presents our understanding of the project characteristics, our proposed scope of services, the project schedule, our fee for these services and the lie terms and conditions under which we will perform these services. You requested this proposal in a meeting held at the City of Coppell office conference room on Tuesday, November 25, 2008. PROJ ECTINFORMATION We Understand that the City Of" COppcll has experienced problems with pavement sections along 1110 Southern portion of' Belt Line Road for the past several years. Beginning at Hackberry Road Beginning and extending north to Denton 'rap (a distance of approximately 8,000 fbet), there has been sonic dif'J"crential movement of adjacent pavement sections causing widening of pavcnient Joints to Z-) OCCUr which has created a safety hazard. Some pavement sections have been liked to correct differential movcnicrits by using expanding foam to raise the pavement sections. GME was requested to SUbn-ut a proposal to investigate the section of"Belt Line Roadway from I lackberry Road northward to Denton Tap. GME performed multiple Visual observations of'the pavement along this section or roadway and observed that the majority of the pavement niovenicrits with Joint displacement were within both inside and Outside lanes in both directions GME Proposal No. P08.04.0115 Page 2 Bell Line Road Pavement Investigation- Coppell, Texas adjacent to where medium to large diameter trees were present. Some additional movement of the pavement was observed near or over utility lines that traverse beneath the pavement. PAVEMENT INVESTIGATION AND FIELD EXPLORATION The field investigative program will be directed toward obtaining sufficient data on the pavement sections and general subsurface conditions along the road length to generate geotechnical and possible construction recommendations. This work will include information on pavement thickness and Subsurface conditions Including whether lime stabilization was perfon-ned along this section of the road alignment, as well as groundwater conditions and other pertinent items. Our project geotechnical engineer will visit the project site to layout the test boring and pavement core locations and document the existing site conditions. Our scope of work includes coring the pavement, drilling, performing limited laboratory testing and geotechnical analyses, and preparing a report of our findings. We anticipate the site subsurface conditions will consist ot'variable fat clay and lean clays underlain by shale bedrock of the Eagle Ford Shale Formation. It is possible that terrace deposit soils associated with the nearby North Lake may also be encountered. Based on the 8,000 feet length of roadway to be investigated, GME proposes to drill a total of thirty-four (34) test borings along the length of the road alignment. Twenty-two (22) of the test borings will be drilled at an approximate 750 -foot spacing along the outside lane of the road alignment in both directions and each boring will be drilled to a depth of 10 feet. Additionally, at six locations, we propose to drill test borings at the inside lane in both directions (total of twelve borings) to use in providing a moisture profile of the soils across the entire width of' the road. This proposal is based on a total of 340 feet of soil drilling. The test boring locations will be backfilled with soil cuttings to a level of 5 feet below the pavement and then grouted to the surface upon completion with a high strength repair material. At the city's request, none of the test borings or pavement cores will be performed within wheel path areas of the street. All sampling will be performed within the middle of the pavement lanes. All work will be between the hours of 9:00am to 4:00 pm on Monday through Saturday. All pavement cores and subgrade soil samples will be transported back to the GME laboratory. Thickness measurements and compressive strength testing will be performed on all concrete cores obtained at the site. Each of the subgrade soil samples beneath the pavement will be tested with a phenolphthalcin solution to determine the presence and depth of lime treatment in the subgrade soils. Due to the location along an active heavily traveled roadway, GME proposes to have a flagmen available to assist in traffic control as the pavement coring and drilling work is performed. Traffic barricades and lane closure signs will be used as necessary. If the city has an arrow truck, it could also be used. LABORATORY TESTING Upon completion of the field investigation, laboratory tests including Atterberg limits and moisture contents will be performed on selected soil samples to establish the significant characteristics and parameters of the soils. Also, concrete cores obtained from each location will be measured and then tested for compressive strength. In addition, each sample will be visually examined and classified by the geotechnical engineer. GMF Proposal No. P08.04,0115 Page 3 Belt Line Road Pavement Investigation - Coppell, Texas REPORT PREPARATION AND DESIGN CONSUL'T'ATION Upon completion of the field drilling, concrete coring and laboratory testing, our project staff will prepare a formal report after thorough review of all available data. We will maintain close liaison with the City of Coppell throughout the course of the work and will keep you apprised Of Our progress and findings. Periodic discussions of the findings and their impact on the project will be provided prior to issuing the final report. The following is an outline of the items that will be addressed in Our report. A deten-nination of the concrete thickness, subsurface soil and groundwater conditions on the site within the depths explored. The presence and thickness of lime stabilization will be deten-nined. 2. Determination of the engineering characteristics of the subsurface materials encountered. 3. The classification, thickness, location, and limits of each stratum, encountered in each test boring, including blow counts from standard penetration tests on coliesionless soils, and pocket penetrometer readings on thin-walled tube samples in cohesive soils. A plan will be provided of the boring and pavement core locations. A table of concrete core thicknesses and concrete core compressive strengths will be provided. 4. Discussion regarding the findings based on the results of the field and laboratory testing will be provided. Recommendations for possible corrective repairs including recommendations for pavement subgrade preparation will be provided. 5. Relative groundwater depths and its effect upon existing pavement systems. 6. Discussions of other potential design and/or construction problems as indicated by this investigation. PROJECT SCHEDULE GME Consulting Services, Inc. is prepared to initiate our services within four working days of receiving a signed proposal acceptance agreement, which is our contract authorization to proceed. GME will mark the borings and will contact the utility locator service (Dig-Tess) to mark locations of underground utilities beneath the roadway. Once utilities are marked by the City and Dig-Tess, the drilling work is anticipated to take up to three days to complete. We will issue the final geotechnical report within twenty working days after the completion of the drilling activities. This schedule is dependent upon obtaining timely access to all areas of the site. COMPENSATION GME will perform the above outlined services for a not to exceed total budget of $20,000.00 for Tasks I through 3. Neither our fee nor our scope of work will be exceeded without your prior additional approval. If any changes in the program are indicated by the initial borings or site GME Proposal No. P08.04.0115 Page 4 Belt Line Road Pavement Investigation - Coppell, Texas conditions, we will consult with you and, with your approval, make such changes as are considered necessary. Delays caused by the client or property owner and creating additional costs to GME or any services requested by the client which are a change to this scope will be invoiced on a time and materials basis in accordance with our standard schedule of fees. It is assumed that information regarding underground utilities will be made available by the client and that the appropriate City staff will observe and approve all test boring and core locations prior to drilling. Our fee covers the work required to present our findings and recommendations in report form. Subsequent work, such as review of foundation drawings, preparation of construction specifications, special conferences or other work requested after report submittal will be perfon-ned at Our standard unit rates shown on the attached fee schedule. Subsurface Structures and Utilities In performance of the scope of services indicated within this proposal, GME will take reasonable precautions to avoid damaging buried structures and utilities. GME will offer Client the opportunity to approve all boring locations for subsurface investigation and/or excavation in the field. Client assumes all liability for claims allegedly arising out of damage to burled structures and utilities that were not (a) called to GME's attention, (b) properly located on plans furnished to GME or (c) properly located by locating companies called to the site by or on behalf of' Client to identify such structures and utilities. CLOSURE GME appreciates the opportunity to submit this proposal to the City of Coppcll. We look forward to demonstrate our commitment to satisfying the objectives of the project scope with high quality services delivered in a highly responsive manner. At GME, "The Client comes first". We look forward to your acceptance Of Our proposal and an opportunity to serve you on this project. Sincerely, ME Cog,sult'' g i-vices, Inc. X Doug ,�'P. Ziolkowski, P.E. Senior Vice President DPZ/dpz Attachments: Summary Fee Schedule for Geotechnical Services Proposal Acceptance Sheet Proposal\04\City ot'Coppe]Melt [,me Road Pavement Investigation\POS.04.0115 Proposal.doc SUMMARY FEE SCHEDULE FOR GEOTEC14NICAL SERVICES PROJECT: Pavement Investigation, Bell Line Road tiom Hackbcrry Road to Denton Tap, Coppell, Texas GME Proposal No.: P08.04.0115, dated December 9, 2008 Geotechnical Study with 34 test borinLjs TASK 1: REPORT ANALYSIS AND PREPARATION SERVICES Senior Engineer Prole. t Engineer CAD Drallsinan UNIT I - hr hr hr UNIT PRICE j --------- - - $150.00 - $100,00 1 $50.00 QTY 8 20 12 TASK SUBTOTAL $2,000.00 $600.00 I SUBTOTAL FOR ENGINEERING SERVICESI PRICE QTY SUBTOTAL CR tent Moistur(132216) $3,800.00 TASK 2: FIELD DRILLING AND SAMPLING $680.00 Aticrb(,Tg Limits (D4318) ca, $35.00 68 $2,380.00 UNIT Concrete Core Strength TASK li $20.00 34 SERVICES UNIT 1 PRICE QTY - SUBTOTAL Mobilization and Demobilization is 's500.00 I $500.00 (3co Soil Drilling It $12.00 340 $4,080.00 Engineering Technicaji hr 1 $42.00 20 $'840.00 Field Engineer- Layout and Utility hr 1 $ 100.00 8 S800.00 Field Crew-Traffic Control hr $120.00 t 18 S2,160,00 Site Restoration- Grout Holes 11 $12.00 170 $2,040.00 Concrete Coring ca $60.00 34 $2,040,00 SUBTOTAL FOR FIELD DRILLING S12,460.00 TASK LABORATORY TESTING UNIT TASK S S UNIT PRICE QTY SUBTOTAL CR tent Moistur(132216) 0 S5.0) 136 $680.00 Aticrb(,Tg Limits (D4318) ca, $35.00 68 $2,380.00 Concrete Core Strength ca li $20.00 34 $680.00 SUBTOTAL, FOR LABORATORY SERVICES1 $3,740.00 I'OTAL ESTIMATED BUDGET I $20,000.00 GME CONSULTING SERVICES, INC. PROJECT INFORMATION AND PROPOSAL ACCEPTANCE AGREEMENT GME PROPOSAL /PROJECT NUMBER P08.04.0115 Project Description Proposal to Perform Gcotcchnical Consultim,, Services Project Name Belt Line Road Pavement Investigation Project Address I lackberry Road to Denton Tap City Coppell — State Texas — zip PROPERTY OWNER IDENTIFICATION Name Address City state Zip Phoric Fax 1CONTRAc-r APPROVAL AND PAYMENT OF CHARGES Firm Attcritiori Address City State zip Phone Fax PROPOSAL, ACCEPTED By (Contracting Authority) Signature _ print Name Title Date GME Consulting Services, Inc. (GME) reserves the right to withhold all reports and work product until SLICII time as GNIL receives a completed, signed Proposal Acceptance Agreement. If another form of written authorization is agreed to between GME; and the Client, then this alternate form of agreement must reference this Agreement in its entirety. 'rh is Agreement together with GME's General Teens and Conditions constitute the entire agreement between the Client and GME, ( M, Do -meats Ferns Ilw )4 Acceptance 11039-1 GME CONSULTING SERVICES, INC. GENERAL TERMS AND CONDITIONS I . SCOPE OF WORK. GMF shall perform the services set forth in our Proposal and defined in this Contract and shall invoice Client at those rates shown on the unit fee schedule attached hereto or to the Proposal. Any estimate of cost to Client as stated in the Proposal shall be only an estimate (unless otherwise specifically stated therein or in this Contract). GME will provide additional services pursuant to this Conduct as requested by( liviii in writing and im -oice Client for those additional services at the standard rates. The prices shown will be valid for ninety (90) days unless otherwise stated in the Proposal. RICH f OI= ENTRY. Client agrees to provide for GMIr;'s right to enter the Project Site from time to time as necessary murder for GMI :. to fiilfill the scope of services indicated hereunder. Client agrees that any part or parcel of the project Site to which GMF: is not provided access will not be subject to any type ofclaim by C Rent against GME under this Contract. Client fiuther understands and agrees that GMF: shall not be responsible fbr any danuiges incurret by Client to the surface of Client's property caused by GMI's equipment. 3- PAYMENT'. GMF: will submit invoices to Client monthly and a final bill upon completion of services. Invoices will show charges for personnel. equipment and expense classifications. A detailed report ot'chaiges and back -up data will be provided at Client's request, There shall be no retainagc or right of offset by Client unless otherwise agreed herein. GMB shall furnish insurance certificates, lien waivers, affidavits or other available documents as and when requesicd by Client provided all amounts due to GME have been paid. Payment is due within fifeen (15) days after the receipt of invoice and interest will be payable on balances past due more than forty -five (45) days from invoice date. Interest will accrue hvna the invoice date al the rate of'onc and one -half percent (1 -1 2 1!4,) per month, or tlhe maximum rate allowed by law, on past due acaritnts. Client shall pay any anoiney's fees, collection fees or other costs incurred in collecting any delinquent amount, 4. SAITI'Y. GM1, is responsible solely for its own and its employees and subcontractors activities on the jobsite, bill slutll not be construcd to relieve Client. Owner or any other contractors or subcontractors front their responsibilities for maintaining a sale,jobsite. Neither the professional activities 01 (M., nor file presence of GME, its employees or its subcontraclois shall be construed to imply that GMI: has any responsibility for others with respect to work performance, supervision, sequencing of construction, or safety in. on or about file jobsite. 5, DISPF J I ES If any controversy or claim arises out of or relates to this Contract, or breach Ihercol, and it said dispute cannot be settled through negotiation or mediation, the parties hereby agree to submit to arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association (AAA), andjudgment upon the award rendered by the arbitrators) shall be final and binding upon the parties hereto and truly be entered in any court having,lurisdiction thereof. G, STANDARD OF C ARE. Services perRn'mcd by GM 1: under this Contract will be conducted in a nthuuher consistent with that level ofcare and skill ordinarily exercised by members of tine same profession in tile same locate under similar circumstances and conditions. No other representation, warranty or guarantee, express or implied, is included or intended in this Contract, or ire any report, opinion, document or otherwise. GMI-, is not responsible for the conclusions, opinions or recommendations made by others based on reports prepared and submuted by GME. 7 INSt )RAN('F: ANI) (:;FNERAI. I,lAfilEF'I'Y. GME: represents and warrants that it and its agents, stall -and consultants employed by it are protected by wooke)'s compensation insurance and that GMF; has such coverage under public liability and property damage insurance policies which GMI. deems to be adequate, Certilicates for all such policies of insurance shall be provided to Client upon written request. GMF agrees to indemnify and save Client harmless from and against loss, damage, injury or liability ansing from any negligent acts by GME, its agents, staffand consultants employed by it, but only to the extent of the limns and conditions of its liability insurance. Additional insurance, ifrecluested by Client. will be obtaimct) by GMF (if procurable) tall(] charged to Client at cost plus ten percent (10 (/ ), GMF; shall not be responsible for any loss, damage or liability arising, from acts or omissions by (`lien(, its agents, start and other consultants employed by it. Should ('lien( make a claim against GME for alleged negligence. but fails to prove such claim. Client shall pay all GMI's defense costs. & INDEMNIFICA IION. GME agree;; to defend, indemnify and (told harmless Client tom all claims and reasonable expenses resulting iherc(iom. including court costs and reasonable attorney's fees arising solely from services perforrned by GME but only to the extent of the limits and conditions ofGME's applicable insurance coverage. If and to the extent that a subcontractoror other entity defends and or indemnifies Client, GME: shall live no such obligation to defend or provide such indemnification. Client agrees to give GME prompt notice ofally claim or action and shall cooperate with ( MI: of its subcontractor, in the defense of such claim. Client agrees to defend, indemnity and hold hannless GME and its subcontractors from all claims and reasonable expenses resulting there front, including court costs and reasonable adorney's fees, arising from: ( I ) environmental conditions the existence or source of which were not previously disclosed by ClienC (Z) the condition of the Client's property; (3) execution of hazardous waste manifests as agents oft behalf of the Clieiw of (4) otherwise arising out of the Client's acts, omissions or breach ofwarrairy or representation hereunder. GMF agrees to give Client prompt notice ofany claimoraction and shall cooperate with Client in die defense of such claim. 9. DELAYS IN WORK, GME. will perform its services in an efficient and expeditious manner consistent with good quality practices under the circumstances and conditions presented to it. GMF, will no( be responsible for delays in, and a' suspensions of the work caused by events or circumstances beyond its control, including but not limited to, Acts of God and natural divastm- or by Client, its agents, ounsultants, caandactors or subcondaulors. Stand -Fay of non - productive little lot delays in out- work caused by Client, its agents, consultants, contractors or subcontractors will be charged ka Client unless otherwise provided for herein. 10- .TERMINATION OR SUSPENSION hither party, upon fifteen (15) days written notice providing sufiicicnt detail of the substantial failure by the ,,ether party of alleged breach of the terms of this Contract. stay terminate this C'ormacr Such termination shall not be elfcclive if th2i substantial failure has been remedied bcforc expiration of tile fifteen (15) day period specified in the written notice. In the event ofsuch tet'nuuation or in the event ofa suspension for more than three months of the perfomtances of GMF ,'s services hereunder prior to the completion ofall repass contemplated by this Contract, GMI :' may complete such analyses and records as are necessary to complete its files, and may also complete a report on the services pertomned up to including the receipt by GME; of file notice of termination or suspension. The expenses of termination ar suspension shall include all direct costs of ut completing such analyses, records and reports. I I ASSIGNS. Neither Client nor GME may delegate, assign, sublet or transfer its duties or interests in this Contract without the prior written consent of the other party. C. My documents' Fonns General I enns and Conditions I 11097 12 CON LIC "TS. "this Contract contains each and every agreement and understanding between the parties relating to its subject matter. It may not be altered or amended except in writing and signed by both Client and GME. Should any provision of this Contract be deemed in conflict with any aspect of I he proposal reterenced above or any other document between the parties relating to this Project Site, die language herein shall govern. Any provision of this Contract later held to be invalid shall be deemed void, but all remaining provisions shall continue in force. 13. OWNERS) 1111 OF DOCUMENTS. Client agrees that all original documents and drawings produced by GMF in connection with this Connact, except documents which are required to be tiled with public agencies_ shall remain the property of GME. All reports, boring logs, field data, field notes. laboratary test data, calculations, estimates and other documents prepared by GME, as such instruments o1 Service shall remain the property of GME. Client agrees that all reports and other work furnished to Client or its agents, which are not paid for, will be returned upon demand and will not be used by Client for any purpose whatsoever GME will retain all pertinent records relating to the service performed far a period ofseven years following submission ofthe report_ doing which period the records will be made available to Client at all reasonable times. Client further agrees to be liable and responsible for the use by it or its agents o1 unsigned plans, drawings or other documents not signed by GME, and waives liability against GMF for their use. Client also agrees to waive any claim against GME and to indemnify, defend and hold harmless GMF from any and all claims arising out of any use, not aulhorizcd in writing by GMF., 01 these documents by third parties not related to this Contract. Id- FAILURE 10 FOLLOW RI;C'OMMENDA (IONS. GMF will not be held liable for problems that may occur ifGME's recommendatiorsare not followed. Accordingly, Client waives any claim against GME and agrees to defend, indemnify and hold GME harmless Coin any clauns or liability for injuly or loss that results Born f'allue to implement GMI:'s recommendations or in it manner than is not in strict accordance with them. Client also agrees to compensate GME lox any time spent and expenses incurred by GME, in defense of-any such claim, with such compensation to be based upon GMF 'S prcvailing fee schedule and expense reimbursement policy. 15, DISPOSAL OF SAMPLES. Samples of soil, rock, water, waste or other materials contaminated by hazardous substances, including asbestos, obtained from the Project Site are the property and responsibility of Client (;Ml- shall retain such samples for uo longer than thirty (30) calendar days after the issuance of any docunneuI that includes the data obtained from them, unless other arrangements are mutually agreed upon in writing. It is Client's resportsibility to select and arrange for lawful disposal procedures, which encompass removing the contaminated samples fromGMI's custody and transporting them to it disposal site. Accordingly, unless Client indicates otherwise within the thirty (30) day period referenced above. Client hereby instructs GME: to make arrangements its Client's agent for proper transportation and disposal of samples with appropriate licensed parties. Due to the risks to which GMh, is exposed, Client agrees to waive any claim against GME and to defend, indemnify and hold GME; harmless from any claim or liability for injury or loss- arising flan (;W's service as Client's agent in arranging fix proper transportation and disposal of contaminated samples. There are normally no extra costs involved in this disposal arranged by GME. unless the contaminated samples constitute a large quantity or the samples are contaminated with highly toxic author hazardous substances (i.e„ PCBs, Dioxins, Cyanide, pesticides, etc.), in which case Client agrees to pay all transportation and disposal costs of GME will return the samples to the Project Site, IG L.IMH AVON OF LIABILITY, OME's total liability to Client fill. illy and 1111 injuries, claims, losses, expenses ordanap!es w halsoever ansing not of' or in any way related to thus Contract from any cause or causes, including but not limited to GME's negligence, errors, omissions, so let liability, breach of contract, or breach ofwarranty shall not exceed the total amount of $25,000. GME, shall not be liable to Client for any special, indirect of consequential daamarges whatsoever, whether caused Or alleged to be caused by GME's negligence, errors, omissions, strict liability, breach of antract or warranty, or performance of services under (Ills Contract. 17- KNOWN AND SUSPECT ED I.7NVIRONMFN'IAI. IWARDS. In consideration of" the substantial risks to GME posed by (lie presence or suspected presence of asbestos or hazardous or toxic materials on orabout the Project Site, Client agrees, to the Ildlest extent permitted by law, to indenualy and hold harntlo.ss (;MLS's officers, directors, employees agents and independent Consultants and any of them fi-cnn all claims and losses, including reasonable attorney's fees and defense costs arising out ol'or in any way connected will) the perfarmance or nor - perfomnance of 'the obligations under this C'ontracl unless and until there has been all adjudication by it court or forum of competent jurisdiction that the claims al issue are it direct result of Clue sole negligence ol'GMG. 18. DISCOVERY OF UNANIWIPAIED HAZARDOUS MATERIALS. GME and Client aglQC thal tl're discovery ofunartiapated hazardous materials carstitutes a change in the condition of ll)ejobsite mandating it renegotiation of "the scope of work or termination of the project. GME and Client also agree that the discovery of unanticipated hazardous materials will make it necessary lot GME: to take irninedi ate measures to protect human health and safety. GM1S agrees to notily Client its soon as practicable if such materials are encountered. Client encourages GME to take any and all measures that in GME's professional opinion are justified to protect GME's personnel and (he public. Client agrees to wilive any claim against GMIB and to indemnify, defend and hold harmless C;ME. Prom any and all claims arising Out of GME's encountering hazardous materials or suspected hazardous materials. Client agrees to compensate GME for all costs associated with such an event based upon GMI's prevailing fee schedule. 19 SUBSURFACT". STRUCTURES AND I.) HLITI S. In performance of the scope of services indicated hereunder, GME will lake reasonable precautions to avoid damaaging buried structures and utilities. GME will offer Client the opportunity to approve all sites fox subsurface investigation and or excavation in the field. Client assumes all liability for claims; allegedly arising out of damage to buried structures and utilities that were not (;t) called to GME's attention, (b) properly located on plans furnished to GME or (C properly located by locating companies called to the site by or on behalfol'Client to identity such structures and utilities, 20. NON CERTIFIC'A'TION. GME' perlorms services to include sampling, analyses and observations of certain aspects of the Clrcnl's pmperty of consl.ruction wort. These services ate to permit GMF to render its professional opinion regarding the condition of the.site or the compliance of the work with the canuact dacumenta. Such opinions and observations are in no way intended to certify or warrant [lie condition ofthe site or observed work. Such opinions and obscrvanons shall not be relied upon by any party as a reason to relieve that party or any other party front Ihcir customary and contractual responsibilities. 21, CORPORATE PROTEIC HON. It is intended by the parties to this Contract that GME's services in connection with the project shall not subject GME's individual employees, officers or directors to any personal legal exposure for the risks associated with this project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client's sole and exclusive remedy, any claim, demand of suit shall be directed and 'oi- asserted only agausl GME, it Texas corporation, and not against any of GME's employees, officers, or directors. C` W documents- I onm C➢eneml Terms and Conditions 1 1 1097