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<br />GENERAL TERMS & CONDITIONS
<br />1.0 CONTRACT
<br />a. The foregoing Proposal and these General Terms and Conditions
<br />constitute the contract (hereinafter, "Contract") between Northern
<br />Technologies, LLC., (hereinafter, "NTI") and the party signing the
<br />Client Authorization (hereinafter, "Client")
<br />b. If Client directs NTI to proceed with Services (as defined below) prior
<br />to execution of this Contract, or if Client allows NTI to continue with
<br />Services after having received this Contract, it is understood that each
<br />party is bound by the terms and conditions of this Contract whether
<br />or not Client has signed this Contract.
<br />2.0 SERVICES
<br />a. NTI will provide Client with the services specified in the Proposal
<br />(hereinafter, "Services" or "Scope of Services") in accordance with the
<br />Contract's terms. Services enumerated in writing in the Contract are
<br />considered Basic Services. Services not specifically enumerated in
<br />writing in the Contract are not included in the scope of NTI's Services
<br />and are not NTI's responsibility.
<br />b. Should the need arise for NTI to expand our services in response to
<br />conditions or events outside our control, NTI would, under Client's
<br />direction, submit a separate proposal providing such Additional
<br />Services. Additional Services are not included under Basic Services nor
<br />are theycovered bythe compensation for Basic Services.
<br />C. NTI will provide Services to Client as an independent contractor and
<br />not as the Client's employee, agent, partner, or joint venturer.
<br />d. NTI shall have no responsibility for the discovery, presence, handling,
<br />removal or disposal of, or exposure of persons to, hazardous materials
<br />or toxic substances in any form at the project site. If, while performing
<br />the Services any hazardous substances or conditions are discovered
<br />or encountered that pose unanticipated risks or costs, it is agreed that
<br />the scope of Services, time schedule and the estimated Contract costs
<br />shall be reconsidered and that this Contract may, at NTI's option, be
<br />re -negotiated or terminated. If the Contract is so terminated, Client
<br />shall pay NTI for the Services performed up to the date of termination
<br />plus NTI's reasonable termination and demobilization costs and
<br />expenses.
<br />e. If NTI's performance of the Services is delayed by Client or by any
<br />other circumstance beyond NTI's direct and reasonable control, then
<br />the time for NTI's completion of the Services shall be automatically
<br />extended based upon the duration and impact of each such delay and
<br />NTI shall be entitled to additional compensation from Client
<br />3.0 GENERAL RESPONSIBILITIES
<br />a. NTI shall not be responsible for the performance of any activity or
<br />obligation other than the Services specified in the Contract, and NTI's
<br />performance shall not be construed as relieving Client or any third
<br />party of their responsibilities. NTI shall have no responsibility for, or
<br />any liability pertaining to: (1) the superintending, supervising, or
<br />directing of the work of any independent contractor, agent or
<br />employee of Client or any third party; or (2) the results or
<br />consequences of work performed by any such independent
<br />contractor, agent or employee of Client or any third party; or (3) any
<br />claims or allegations of rights by any person or party other than Client
<br />relating to NTI's Services; or (4) forjob site safety at the location which
<br />is the subject of this Contract (hereinafter, "Site").
<br />b. NTI will be responsible for obtaining only those government permits,
<br />approvals and authorizations that are specified in the Scope of
<br />Services of the Contract. NTI is not responsible for project delays,
<br />damages or impacts due to the government's failure to issue said
<br />permits in a timely fashion.
<br />C. Unless otherwise expressly agreed by NTI and Client in writing NTI's
<br />performance of its Services is solely and exclusively for the benefit of
<br />the Client and no party other than Client shall be entitled to rely upon
<br />any documentation, representation, report, statement or service
<br />made or performed by NTI.
<br />4.0 CLIENT RESPONSIBILITIES
<br />a. Client will make available to NTI all known information regarding
<br />existing and proposed requirements which affects the work, including
<br />but not limited to: specifications, contracts, recommendations, plans
<br />and change orders.
<br />b. Client will immediately transmit to NTI any new information that
<br />becomes available to Client or Client's contractors or subcontractors,
<br />so that recommended actions can be reviewed.
<br />C. Client will provide a representative to answer questions about the
<br />project when required by NTI upon 24-hour notice.
<br />d. Client will not hold NTI liable for any incorrect advice, judgment, or
<br />decision based on any inaccurate information furnished by or on
<br />behalf of Client, and Client will indemnify NTI against liability arising
<br />out of or contributed to by such information.
<br />e. NTI shall be entitled to additional compensation for all extra work
<br />caused by or resulting from the failure of the information provided to
<br />accurately describe the Site conditions.
<br />f. With the exception of those specified as NTI's responsibility in the
<br />Scope of Services, Client shall timely obtain all necessary permits,
<br />governmental approvals and access agreements to allow NTI and its
<br />agents access to the Site and any buildings thereon.
<br />g. Client is responsible for notifying property owner(s) of the nature,
<br />scope and timing of NTI's work, along with any potential damage that
<br />may occur during the execution of said work.
<br />h. Client shall provide reasonable safe access to the proposed location
<br />of work including but not limited to slopes, distance from unities,
<br />removal of site obstructions, etc.
<br />5.0 NTI RESPONSIBILITIES
<br />a. NTI will perform its Services consistent with the level of care and skill
<br />ordinarily exercised by members of the geotechnical and materials
<br />testing profession currently practicing under similar conditions (the
<br />"Standard of Care"). No warranty of any kind, expressed or implied,
<br />is made by NTI.
<br />b. NTI will be responsible for its data, interpretation and
<br />recommendations, but will not be responsible for interpretation by
<br />others.
<br />C. NTI will take reasonable precautions to prevent damage to property.
<br />However unless specifically included in the Scope of Services NTI will
<br />not be responsible for the repair or cost of repairs of property
<br />including but not limited to pavements, turf, walks, vegetation,
<br />utilities, irrigation, buildings or any other site improvements.
<br />6.0 INSURANCE
<br />a. NTI will carry worker's compensation insurance and public liability,
<br />property damage, and errors and omissions insurance policies, which
<br />NTI considers adequate. In addition to any other limitations set forth
<br />in this Contract, it is agreed that in no event will NTI be responsible
<br />for loss, damage or liability beyond the limits and conditions of NTI's
<br />available insurance. NTI will not be responsible for any loss or liability
<br />arising from the negligence of Client or by other persons or entities
<br />employed by Client.
<br />7.0 COMPENSATION
<br />a. NTI's Proposal specifies if the fee is a fixed fee or an estimate based
<br />on set rates. Unless specifically stated in the Proposal Client
<br />acknowledges that the fee estimate will not be construed to be a
<br />maximum or not to exceed amount.
<br />b. NTI will submit invoices to client monthly, and a final invoice upon
<br />completion of Services. Invoices will show charges based on current
<br />NTI Fee Schedule or other basis agreed upon in writing. A detailed
<br />separation of charges and backup data will be provided at Client's
<br />request.
<br />C. Client shall notify NTI immediately if there are any issues relating to
<br />the invoice format, amounts, name of responsible party or any other
<br />factors preventing payment of the invoice as submitted.
<br />d. Unless specifically stated in the Proposal, NTI's fees will not be subject
<br />to retainage.
<br />e. Unless specifically stated in the Proposal, payment of invoices for NTI
<br />Services shall not be contingent upon project financing or payments
<br />received by the Client from other parties.
<br />f. The Client will pay the balance stated on the invoices unless Client
<br />notifies NTI in writing of the particular item that is alleged to be
<br />incorrect within fifteen (15) days from the invoice date. NTI will strive
<br />to resolve Client's concerns in a timely manner as long as the balance
<br />of the invoice is paid within the terms of this Contract. In the event
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