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General Conditions Richardson Smith Gardner & Associates, Inc.
<br />® Proposals
<br />Any Proposal or Work Order(s) submitted by RSG for the performance of
<br />a proposed Project scope shall be firm for a period of ninety (90) days.
<br />Upon the expiration of such period, RSG reserves the right to modify the
<br />proposed basis of payment and fees to allow for changing costs and to
<br />adjust the time of performance to conform to changing work loads.
<br />Unless RSG's Proposal or Work Order(s) provides otherwise, the
<br />proposed fees constitute RSG's estimate of the cost required to complete
<br />the proposed Project. Theestimated cost identified in RSG's Proposal or
<br />Work Order(s) shall not be deemed to be either a guaranteed maximum or
<br />guaranteed not-to-exceed amount with respect to the cost of performing
<br />the Project. RSG will not expend more than the amount identified m the
<br />estimated cost in RSG's Proposal or Work Order(s) without the Client's
<br />prior approval.
<br />Changes and Delays
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<br />Cost and schedule commitments contained in RSG's proposal shall be
<br />subject to renegotiation for unreasonable delays caused by the Client's
<br />failure to provide facilities or information or for delays caused by events
<br />beyond RSG's control, including acts or failure to act by any
<br />governmental agency. RSG shall be entitled to an adjustment to the cost
<br />and schedule if work stoppage or interruption caused by any of the above
<br />result in additional costs beyond that identified in RSG's proposal for the
<br />Project.
<br />Client reserves the right to request RSG to perform work beyond that
<br />which was originally specified and agreed to in this Agreement and
<br />related Work Order(s) or to change, alter, add to or deduct from the
<br />Services or work required. Client shall notify RSG and request a proposal
<br />for a Change Order covering such work. Unless a change in work is
<br />authorized by Change Order or Work Order, RSG will not proceed to
<br />execute the changed work, except in case of a emergency endangering life
<br />or property, in which case RSG shall proceed and Client shall execute a
<br />Change for any additional compensation or extension of time claimed by
<br />RSG on account of emergency work. Any change or adjustment in the
<br />compensation ortime extension shall be specifically stated in said Change
<br />Order. Prior to issuance of any Change Order, the parties through their
<br />authorized representatives, shall negotiate in good faith the monetary
<br />amount by which the contract compensation shall be increased or
<br />decreased as a result of the proposed Change Order.
<br />Standard of Care
<br />RSG neither makes, nor offers, nor shall RSG be liable to Client for any
<br />express or implied warranties with respect to theperformance of Services.
<br />Estimates of cost, approvals, recommendations, opinions and decisions by
<br />RSG are made on the basis of RSG's experience, qualifications, and
<br />pmfessionaljudgment and are not guaranteed. RSG shall not be regarded
<br />as a guarantor with respect to any work product provided to Client.
<br />RSG shall perform its Services consistent with that level of care and skill
<br />ordinarily exercised by members of the environmental engineering and
<br />consulting profession practicing under similar conditions at the same time
<br />and locality the Services were performed.
<br />Client's Responsibilities
<br />RSG to enter upon all property, whether or not owned by Client, as
<br />required to perform and complete the Services; (III) provide RSG with all
<br />information known or which should reasonably be known by Client
<br />concerning the current use of the Project Site, and the nature and
<br />existence of any hazardous substances on, in, or adjacent to the Project
<br />Site, including any analytical reports of soils or groundwater conditions,
<br />prior to any boring, drilling, and/or excavation work at any Project Site,
<br />identify any underground obstruction or utility; (IV) to the extent required
<br />by law, the Owner shall report regulated conditions, including, without
<br />limitation, the discovery or existence of any hazardous substances at the
<br />Project Site(s) to the appropriate public authorities in accordance with
<br />applicable law.
<br />Compensation and Payment
<br />For the Services performed hereunder, Client shall pay RSG
<br />compensation at the rates and in accordance with the payment terms set
<br />forth in the Proposal or Work Order(s) or the Schedule of Charges
<br />attached hereto. it is contemplated that the payment terms may;nc!ud
<br />time and materials, lump sum, cost plus fixed fee, or any combination
<br />thereof, depending on the type of Services being rendered.
<br />Invoices will be submitted on a monthly basis and are payable within
<br />thirty (30) days of invoice date. Unpaid balances shall be subject to a late
<br />payment charge at the maximum permissible rate under state law, starting
<br />30 days from invoice date. In addition, RSG may, after giving seven (7)
<br />days written notice to Client, suspend Services under this Agreement
<br />without liability until all amounts due for Services and expenses have
<br />beenpaidinfull. Failure to make payment within the time limits set forth
<br />in this paragraph is a material breach and excuses RSG from any
<br />performance under this Agreement. All time spent and expenses incurred
<br />(including attorney's fees) in connection with collection of my delinquent
<br />amount(s) will be reimbursed by Client.
<br />Client acknowledges that RSG, from time to time, retains independent
<br />Professional and Technical labor on a temporary basis to meet peak work
<br />load demands. Client agrees that such labor will be billed in accordance
<br />with the Schedule of Charges made a part of this Agreement.
<br />Limitation of Liability
<br />RSG's liability to Client and/or anyone claiming by, through or under
<br />Client, shall not exceed $100,000 for claims arising from toxic, pollutant,
<br />or hazardous substances or conditions. RSG's liability for all other claims
<br />for loss or injury (including professional acts, errors, or omissions) shall
<br />not exceed RSG's gross fees for the project related work or $100,000,
<br />whichever is less. The Client hereby forever releases RSG and its
<br />officers, principals, employees and agents from any liability for losses or
<br />damages sustained and incurred by the Client in excess of such amounts.
<br />As used in this Paragraph, the term liability or liable means liability of any
<br />kind, whetherin contract (including breach ofwarranty), in tort(including
<br />negligence) in strict liability, for indemnity or otherwise, for any and all
<br />injuries, claims, losses, expenses or damages, administrative sanctions,
<br />penalties or fines imposed (including attorneys fees) whatsoever arising
<br />out of or in any way related to RSG's Services from any cause or causes
<br />whatsoever. The provisions of this Paragraph shall survive the
<br />completion of the Project or the expiration, cancellation or termination of
<br />this Agreement.
<br />® Client agrees to: (1) assist and cooperate with RSG in any manner RSG shall not be liable for any claims of loss of profits or any other
<br />necessary and within itsability to facilitate RSG's performance under this indirect, special, incidental or consequential damages of any nature
<br />Agreement; (II) provide legal access to and/or obtain permission for whatsoever.
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