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BARR
<br />STANDARD TERMS -PROFESSIONAL SERVICES
<br />Our Agreement with you consists of the accompanying letter or other authorization, Work Orders, and these Standard Terms —
<br />Professional Services.
<br />Section 1: Our Responsibilities
<br />1.1 We will provide the professional services ("Services")
<br />described in this Agreement. We will use that degree of care
<br />and skill ordinarily exercised under similar circumstances by
<br />reputable members of our profession practicing in the same
<br />locality.
<br />1.2 We will select the means, methods, techniques, sequences,
<br />or procedures used in providing our Services. If you direct
<br />us to deviate from our selections, you agree to hold us
<br />harmless from claims, damages, and expenses arising out of
<br />your direction.
<br />1.3 We will acquire all licenses applicable to our Services and
<br />we will comply with applicable law.
<br />1.4 Our duties do not include supervising your contractors or
<br />commenting on, supervising, or providing the means and
<br />methods of their work unless we accept any such duty in
<br />writing. We will not be responsible for the failure of your
<br />contractors to perform in accordance with their
<br />undertakings.
<br />1.5 We will provide a health and safety program for our
<br />employees, but we will not be responsible for contractor,
<br />job, or site health or safety unless we accept that duty in
<br />writing.
<br />1.6 Estimates of our fees or other project costs will be based on
<br />information available to us and on our experience and
<br />knowledge. Such estimates are an exercise of our
<br />professional judgment and are not guaranteed or
<br />warranted. Actual costs may vary. You should add a
<br />contingency.
<br />1.7 The information you provide to us will be maintained in
<br />confidence except as required by law.
<br />Section 2: Your Responsibilities
<br />2.1 You will provide access to property.
<br />2.2 You will provide us with prior reports, specifications, plans,
<br />changes in plans, and other information about the project
<br />that may affect the delivery of our Services. You will hold us
<br />harmless from claims, damages, and related expenses,
<br />including reasonable attorneys' fees, involving information
<br />not timely called to our attention or not correctly shown on
<br />documents you furnish to us.
<br />2.3 You agree to provide us with information on contamination
<br />and dangerous and hazardous substances and processes
<br />we may encounter in performing the Services and related
<br />emergency procedure information.
<br />2.4 You agree to hold us harmless as to claims that we are an
<br />owner, operator, generator, transporter, treater, storer, or a
<br />disposal facility within the meaning of any law governing
<br />the handling, treatment, storage, or disposal of dangerous
<br />or hazardous materials.
<br />2.5 Site remediation services may involve risk of contamination
<br />of previously uncontaminated air, soil, or water. If you are
<br />requesting that we provide services that include this risk,
<br />you agree to hold us harmless from such contamination
<br />claims, damages, and expenses, including reasonable
<br />attorneys' fees, unless and to the extent the loss is caused
<br />by our negligence.
<br />2.6 You agree to make disclosures required by law. If we are
<br />required by law or legal process to make such disclosures,
<br />you agree to hold us harmless and indemnify us from
<br />related claims and costs, including reasonable attorneys'
<br />fees.
<br />Section 3: Reports and Records
<br />3.1 We will retain analytical data relating to the Services for
<br />seven years and financial data for three years.
<br />3.2 Monitoring wells are your property and you are responsible
<br />for their permitting, maintenance and abandonment unless
<br />we accept that duty in writing. Samples remaining after tests
<br />are conducted and field and laboratory equipment that
<br />cannot be adequately cleansed of contaminants are your
<br />property. They will be discarded or returned to you, at our
<br />discretion, unless within 15 days of the report date you give
<br />written direction to store or transfer the materials at your
<br />expense.
<br />3.3 Our reports, notes, calculations, and other documents, and
<br />our computer software, programs, models, and data are
<br />instruments of our Services, and they remain our property,
<br />subject to a license to you for your use in the related project
<br />for the purposes disclosed to us. You may not use or
<br />transfer such information and documents to others for a
<br />purpose for which they were not prepared without our
<br />written approval. You agree to indemnify and hold us
<br />harmless from claims, damages, and expenses, including
<br />reasonable attorneys' fees, arising out of any unauthorized
<br />transfer or use.
<br />3.4 Because electronic documents may be modified
<br />intentionally or inadvertently, you agree that we will not be
<br />liable for damages resulting from change in an electronic
<br />document occurring after we transmit it to you. In case of
<br />any difference or ambiguity between an electronic and a
<br />paper document, the paper document shall govern. When
<br />accepting document transfer in electronic media format,
<br />you accept exclusive risk relating to long-term capability,
<br />usability, and readability of documents, software
<br />application packages, operating systems, and computer
<br />hardware.
<br />3.5 If you do not pay for the Services in full as agreed, we may
<br />retain reports and work not yet delivered to you and you
<br />agree to return to us our reports and other work in your
<br />possession or under your control. You agree not to use or
<br />rely upon our work for any purpose until it is paid for in full.
<br />Barr Engineering Co. Page 1 of 2 Ver. 12/13/2018
<br />Last reviewed: 12/13/2018
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