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General Conditions
<br />BRAUN
<br />INTERTEC
<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 You agree to provide us, in a timely manner,
<br />with information that you have regarding buried
<br />objects at the site. We will not be responsible for
<br />locating buried objects at the site. You agree to
<br />hold us harmless, defend, and indemnify us from
<br />claims, damages, losses, penalties and expenses
<br />(including attorney fees) involving buried objects
<br />that were not properly marked or identified or of
<br />which you had knowledge but did not timely call to
<br />our attention or correctly show on the plans you or
<br />others 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 present on any work site or in
<br />a sample provided to us. You agree to provide us
<br />with information in your possession or control
<br />relating to such materials or samples. If we
<br />observe or suspect the presence of contaminants
<br />not anticipated in this Agreement, we may
<br />terminate Services without liability to you or to
<br />others, and you will compensate us for fees
<br />earned and expenses incurred up to the time of
<br />termination.
<br />3.5 Neither this Agreement nor the providing of
<br />Services will operate to make us an owner,
<br />operator, generator, transporter, treater, storer,
<br />or a disposal facility within the meaning of the
<br />Resource Conservation Recovery Act, as amended,
<br />or within the meaning of any other law governing
<br />the handling, treatment, storage, or disposal of
<br />hazardous substances. You agree to hold us
<br />harmless, defend, and indemnify us from any
<br />damages, claims, damages, penalties or losses
<br />resulting from the storage, removal, hauling or
<br />disposal of such substances.
<br />3.6 Monitoring wells are your property, and you
<br />are responsible for their permitting, maintenance,
<br />and abandonment unless expressly set forth
<br />otherwise in this Agreement.
<br />3.7 You agree to make all disclosures required by
<br />law. In the event you do not own the project site,
<br />you acknowledge that it is your duty to inform the
<br />owner of the discovery or release of contaminants
<br />at the site. You agree to hold us harmless, defend,
<br />and indemnify us from claims, damages, penalties,
<br />or losses and expenses, including attorney fees,
<br />related to failures to make disclosures, disclosures
<br />made by us that are required by law, and from
<br />claims related to the informing or failure to inform
<br />the site owner of the discovery 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 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 Samples and field data remaining after tests
<br />are conducted and field and laboratory equipment
<br />that cannot be adequately cleansed of
<br />contaminants are and continue to be your
<br />property. They may be discarded or returned to
<br />you, at our discretion, unless within 15 days of the
<br />report date you give us written direction to store
<br />or transfer the materials at your expense.
<br />4.5 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.
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