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<br />General Conditions
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<br />GC Page 1 of 2
<br />Section 1: Our Agreement
<br />1.1 Our agreement (“Agreement”) with you
<br />consists of these General Conditions and the
<br />accompanying written proposal or
<br />authorization. This Agreement is our entire
<br />agreement. It supersedes prior agreements. It
<br />may be modified only in a writing signed by us,
<br />making specific reference to the provision
<br />modified.
<br />1.2 The words “you,” “we,” “us,” and “our”
<br />include officers, employees, and
<br />subcontractors.
<br />1.3 In the event you use a purchase order or
<br />other form to authorize our services, any
<br />conflicting or additional terms are not part of
<br />our Agreement. Directing us to start work prior
<br />to execution of this Agreement constitutes your
<br />acceptance. If, however, mutually acceptable
<br />terms cannot be established, we have the right
<br />to withdraw our proposal without liability to
<br />you or others, and you will compensate us for
<br />services already rendered.
<br />Section 2: Our Responsibilities
<br />2.1 We will provide the services specifically
<br />described in our Agreement with you. You
<br />agree that we are not responsible for services
<br />that are not fairly included in our specific
<br />undertaking. Unless otherwise agreed in
<br />writing, our findings, opinions, and
<br />recommendations will be provided to you in
<br />writing. You agree not to rely on oral findings,
<br />opinions, or recommendations without our
<br />written approval.
<br />2.2 In performing our professional services,
<br />we will use that degree of care and skill
<br />ordinarily exercised under similar
<br />circumstances by reputable members of our
<br />profession practicing in the same locality. If you
<br />direct us to deviate from our recommended
<br />procedures, you agree to hold us harmless from
<br />claims, damages, and expenses arising out of
<br />your direction.
<br />2.3 We will reference our field observations
<br />and sampling to available reference points, but
<br />we will not survey, set, or check the accuracy of
<br />those points unless we accept that duty in
<br />writing. Locations of field observations or
<br />sampling described in our report or shown on
<br />our sketches are based on information
<br />provided by others or estimates made by our
<br />personnel. You agree that such dimensions,
<br />depths, or elevations are approximations unless
<br />specifically stated otherwise in the report. You
<br />accept the inherent risk that samples or
<br />observations may not be representative of
<br />things not sampled or seen and, further, that
<br />site conditions may change over time.
<br />2.4 Our duties do not include supervising your
<br />contractors or commenting on, overseeing, or
<br />providing the means and methods of their
<br />work, unless we accept such duties in writing.
<br />We will not be responsible for the failure of
<br />your contractors to perform in accordance with
<br />their undertakings, and the providing of our
<br />services will not relieve others of their
<br />responsibilities to you or to others.
<br />2.5 We will provide a health and safety
<br />program for our employees, but we will not be
<br />responsible for contractor, job, or site health or
<br />safety unless we accept that duty in writing.
<br />2.6 You will provide, at no cost to us,
<br />appropriate site safety measures as to work
<br />areas to be observed or inspected by us. Our
<br />employees are authorized by you to refuse to
<br />work under conditions that may be unsafe.
<br />2.7 Estimates of our fees or other project
<br />costs will be based on information available to
<br />us and on our experience and knowledge. Such
<br />estimates are an exercise of our professional
<br />judgment and are not guaranteed or
<br />warranted. Actual costs may vary. You should
<br />allow a contingency in addition to estimated
<br />costs.
<br />Section 3: Your Responsibilities
<br />3.1 You will provide us with prior
<br />geotechnical and other reports, specifications,
<br />plans, and information to which you have
<br />access about the site. You agree to provide us
<br />with all plans, changes in plans, and new
<br />information as to site conditions until we have
<br />completed our work.
<br />3.2 You will provide access to the site. In the
<br />course of our work some site damage is normal
<br />even when due care is exercised. We will use
<br />reasonable care to minimize damage to the
<br />site. We have not included the cost of
<br />restoration of normal damage in the estimated
<br />charges.
<br />3.3 You agree to provide us, in a timely
<br />manner, with information that you have
<br />regarding buried objects at the site. We will not
<br />be responsible for locating buried objects at the
<br />site unless we accept that duty in writing. You
<br />agree to hold us harmless from claims,
<br />damages, losses, and related expenses
<br />involving buried objects that were not properly
<br />marked or identified or of which you had
<br />knowledge but did not timely call to our
<br />attention or correctly show on the plans you or
<br />others on your behalf furnished to us.
<br />3.4 You will notify us of any knowledge or
<br />suspicion of the presence of hazardous or
<br />dangerous materials in a sample provided to us.
<br />You agree to provide us with information in
<br />your possession or control relating to
<br />contamination at the work site. If we observe
<br />or suspect the presence of contaminants not
<br />anticipated in our Agreement, we may
<br />terminate our work without liability to you or
<br />to others, and we will be paid for the services
<br />we have provided.
<br />3.5 Neither this Agreement nor the providing
<br />of services will operate to make us an owner,
<br />operator, generator, transporter, treater,
<br />storer, or a disposal facility within the meaning
<br />of the Resource Conservation Recovery Act, as
<br />amended, or within the meaning of any other
<br />law governing the handling, treatment, storage,
<br />or disposal of hazardous materials. You agree
<br />to hold us harmless and indemnify us from any
<br />such claim or loss.
<br />3.6 Monitoring wells are your property, and
<br />you are responsible for their permitting,
<br />maintenance, and abandonment unless we
<br />accept that duty in writing.
<br />3.7 You agree to make disclosures required by
<br />law. In the event you do not own the site, you
<br />acknowledge that it is your duty to inform the
<br />owner of the discovery or release of
<br />contaminants at the site. You agree to hold us
<br />harmless and indemnify us from claims related
<br />to disclosures made by us that are required by
<br />law and from claims related to the informing or
<br />failure to inform the site owner of the discovery
<br />of contaminants.
<br />Section 4: Reports and Records
<br />4.1 Unless you request otherwise, we will
<br />provide our report in an electronic format.
<br />4.2 Our reports, notes, calculations, and other
<br />documents and our computer software and
<br />data are instruments of our service to you, and
<br />they remain our property but are subject to a
<br />license to you for your use in the related
<br />project for the purposes disclosed to us. You
<br />may not transfer our reports to others or use
<br />them for a purpose for which they were not
<br />prepared without our written approval. You
<br />agree to indemnify and hold us harmless from
<br />claims, damages, losses, and expenses,
<br />including attorney fees, arising out of such a
<br />transfer or use. At your request, we will provide
<br />endorsements of our reports or letters of
<br />reliance, but only if the recipients agree to be
<br />bound by the terms of our agreement with you
<br />and only if we are paid the administrative fee
<br />stated in our then current Schedule of Charges.
<br />4.3 Because electronic documents may be
<br />modified intentionally or inadvertently, you
<br />agree that we will not be liable for damages
<br />resulting from change in an electronic
<br />document occurring after we transmit it to you.
<br />4.4 If you do not pay for our services in full as
<br />agreed, we may retain work not yet delivered
<br />to you and you agree to return to us all of our
<br />work that is in your possession or under your
<br />control.
<br />4.5 Samples and field data remaining after
<br />tests are conducted and field and laboratory
<br />equipment that cannot be adequately cleansed
<br />of contaminants are and continue to be your
<br />property. They may be discarded or returned to
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