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General Conditions
<br />Construction Material Testing and Special Inspections
<br />Section 1: Agreement
<br />1.1 Our agreement with you consists of these
<br />General Conditions and the accompanying written
<br />proposal or authorization ("Agreement'). This
<br />Agreement is the entire agreement between you
<br />and us. It supersedes prior agreements. It may be
<br />modified only in a writing signed by us, making
<br />specific reference to the provision modified.
<br />1.2 The words "you," "we," "us," and "our"
<br />include officers, employees, and subcontractors.
<br />1.3 In the event you use a purchase order or
<br />other documentation to authorize our scope of
<br />work ("Services"), any conflicting or additional
<br />terms are not part of this Agreement. Directing us
<br />to start work prior to execution of this Agreement
<br />constitutes your acceptance. If, however, mutually
<br />acceptable terms cannot be established, we have
<br />the right to terminate this Agreement without
<br />liability to you or others, and you will compensate
<br />us for fees earned and expenses incurred up to the
<br />time of termination.
<br />Section 2: Our Responsibilities
<br />2.1 We will provide Services specifically
<br />described in this Agreement. You agree that we
<br />are not responsible for services that are not
<br />expressly included in this Agreement. Unless
<br />otherwise agreed in writing, our findings, opinions,
<br />and 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, we
<br />will use that degree of care and skill ordinarily
<br />exercised under similar circumstances by
<br />reputable members of our profession practicing in
<br />the same locality. If you direct us to deviate from
<br />our recommended procedures, you agree to hold
<br />us harmless from claims, damages, and expenses
<br />arising out of your direction. If during the one year
<br />period following completion of Services it is
<br />determined that the above standards have not
<br />been met and you have promptly notified us in
<br />writing of such failure, we will perform, at our
<br />cost, such corrective services as may be necessary,
<br />within the original scope in this Agreement, to
<br />remedy such deficiency. Remedies set forth in this
<br />section constitute your sole and exclusive recourse
<br />with respect to the performance or quality of
<br />Services.
<br />2.3 We will reference our field observations and
<br />sampling to available reference points, but we will
<br />not survey, set, or check the accuracy of those
<br />points unless we accept that duty in writing.
<br />Locations of field observations or sampling
<br />described in our report or shown on our sketches
<br />are based on information provided by others or
<br />estimates made by our personnel. You agree that
<br />such dimensions, depths, or elevations are
<br />approximations unless specifically stated
<br />otherwise in the report. You accept the inherent
<br />risk that samples or observations may not be
<br />representative of things not sampled or seen and
<br />further that site conditions may vary over distance
<br />or change over time.
<br />2.4 Our duties do not include supervising or
<br />directing your representatives or contractors or
<br />commenting on, overseeing, or providing the
<br />means and methods of their services unless
<br />expressly set forth in this Agreement. We will not
<br />be responsible for the failure of your contractors,
<br />and the providing of Services will not relieve
<br />others of their responsibilities to you or to others.
<br />2.5 We will provide a health and safety program
<br />for our employees, but we will not be responsible
<br />for contractor, owner, project, or site health or
<br />safety.
<br />2.6 You will provide, at no cost to us,
<br />appropriate site safety measures as to work areas
<br />to be observed or inspected by us. Our employees
<br />are authorized by you to refuse to work under
<br />conditions that may be unsafe.
<br />2.7 Unless a fixed fee is indicated, our price is an
<br />estimate of our project costs and expenses based
<br />on information available to us and our experience
<br />and knowledge. Such estimates are an exercise of
<br />our professional judgment and are not guaranteed
<br />or warranted. Actual costs may vary. You should
<br />allow a contingency in addition to estimated costs.
<br />Section 3: Your Responsibilities
<br />3.1 You will provide us with prior environmental,
<br />geotechnical and other reports, specifications,
<br />plans, and information to which you have access
<br />about the site. You agree to provide us with all
<br />plans, changes in plans, and new information as to
<br />site conditions until we have completed Services.
<br />3.2 You will provide access to the site. In the
<br />performance of Services some site damage is
<br />normal even when due care is exercised. We will
<br />use reasonable care to minimize damage to the
<br />site. We have not included the cost of restoration
<br />of damage in the estimated charges.
<br />3.3 If we notify you that radiographic or gamma
<br />ray equipment or other nuclear testing or
<br />measuring device will be used, you will be
<br />responsible for the cooperation of your employees
<br />and your contractors in observing all radiation
<br />safety standards.
<br />3.4 You will notify us of any knowledge or
<br />suspicion of the presence of hazardous or
<br />dangerous materials present on any work site. If
<br />we observe or suspect the presence of
<br />contaminants not anticipated in this Agreement,
<br />we may terminate Services without liability to you
<br />or to others, and you will compensate us for fees
<br />earned and expenses incurred up to the time of
<br />termination.
<br />3.5 The time our field personnel spend on the
<br />job site depends upon the scheduling of the work
<br />we are observing or testing. You agree that any
<br />changes in scheduling may result in additional
<br />BRAUN
<br />INTERTEC
<br />costs and agree to pay for those services at the
<br />rates listed in our cost estimate.
<br />3.6 You agree to include us as an indemnified
<br />party in your contracts, if any, for work by others
<br />on the project, protecting us to the same degree
<br />as you are protected. You agree to list us as an
<br />Additional Insured under your liability insurance
<br />policies and to require subrogation be waived
<br />against us and that we will be added as an
<br />Additional Insured on all policies of insurance,
<br />including any policies required of your contractors
<br />or subcontractors, covering any construction or
<br />development activities to be performed on the
<br />project site.
<br />Section 4: Reports and Records
<br />4.1 Unless you request otherwise, we will
<br />provide our report(s) in an electronic format.
<br />4.2 Our reports, notes, calculations, and other
<br />documents and our computer software and data
<br />are instruments of our service to you, and they
<br />remain our property. We hereby grant you a
<br />license to use the reports and related information
<br />we provide only for the related project and for the
<br />purposes disclosed to us. You may not transfer our
<br />reports to others or use them for a purpose for
<br />which they were not prepared without our written
<br />approval. you agree to indemnify, defend, and
<br />hold us harmless from claims, damages, losses,
<br />and expenses, including attorney fees, arising out
<br />of such a transfer or use.
<br />4.3 If you do not pay for Services in full as
<br />agreed, we may retain work not yet delivered to
<br />you and you agree to return to us all of our work
<br />that is in your possession or under your control.
<br />4.4 Electronic data, reports, photographs,
<br />samples, and other materials provided by you or
<br />others may be discarded or returned to you, at our
<br />discretion, unless within 15 days of the report date
<br />you give us written direction to store or transfer
<br />the materials at your expense.
<br />Section 5: Compensation
<br />5.1 You will pay for Services as stated in this
<br />Agreement. If such payment references our
<br />Schedule of Charges, the invoicing will be based
<br />upon the most current schedule. An estimated
<br />amount is not a firm figure. You agree to pay all
<br />sales taxes and other taxes based on your
<br />payment of our compensation. Our performance is
<br />subject to credit approval and payment of any
<br />specified retainer.
<br />5.2 You will notify us of billing disputes within 15
<br />days. You will pay undisputed portions of invoices
<br />upon receipt. You agree to pay interest on unpaid
<br />balances beginning 30 days after invoice dates at
<br />the rate of 1.5% per month, or at the maximum
<br />rate allowed by law.
<br />5.3 If you direct us to invoice a third party, we
<br />may do so, but you agree to be responsible for our
<br />compensation unless the third party is
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