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