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General Conditions Richardson Smith Gardner & Associates Inc.
<br />Indemnification
<br />Subject to the Limitation of Liability paragraph above, RSG shall
<br />indemnify and hold harmless Client, its officers, agents, and employees
<br />from any and all claims, suits, losses, damages, costs (including
<br />reasonable attorneys fees) and demands, pure economic damages,
<br />administrative fees, penalties and fines imposed, connected therewith, on
<br />account of personal injury, including death, orproperty damage, sustained
<br />by any person m entity not a party to this Agreement between RSG and
<br />Client and arising out of the performance of such Agreement to the extent
<br />such injury, death or damage is caused by the negligence or willful
<br />misconduct of RSG or its subcontractors or their respective employees,
<br />officers and agents.
<br />Client shall indemnify and hold harmless RSG, its officers, agents, and
<br />employees from any and all claims, suits, losses, damages, costs
<br />(including reasonable attorney's fees) and demands, pure economic
<br />damages, administrative fees, penalties and fines imposed, and demands,
<br />including reasonable attorneys fees connected therewith, on account of
<br />personal injury, including death, or property damage, sustained by any
<br />person or entity not a party to this Agreement between RSG and Client
<br />and arising out of the performance of such Agreement to the extent such
<br />injury, death or damage is caused by the negligence or willful misconduct
<br />of Client or its contractors or their respective employees, officers and
<br />agents.
<br />Client acknowledges that RSG has neither created nor contributed to the
<br />creation or existence of any hazardous or toxic material, or any other type
<br />of environmental hazard, contamination or pollution, whether latent or
<br />patent, or to the release thereof or the violation of any law or regulation
<br />relating thereto, at the Project Site prior to the date on which the
<br />performance ofthe Services are commenced hereunder (collectively, Tn>
<br />existing Conditions"). Accordingly, Client agrees to the full extent
<br />permitted by law, to indemnify, defend, and hold harmless RSG, its
<br />officers, directors, shareholders, employees, affiliates, and subsidiaries
<br />and their successors from and against any and all claims, demands, losses,
<br />penalties, fines and causes ofaction ofevery kind and character (including
<br />reasonable attorney fees) arising from or relating to Pre-existing
<br />Conditions.
<br />Contract. Any certification by RSG is limited to an expression of
<br />professional opinion regarding those facts or findings which are the
<br />subject of the certification, and does not constitute a warrantyor guaranty,
<br />either expressed or implied.
<br />Hazardous Materials
<br />Client and RSG agree that, unless described in the proposal, the discovery
<br />of unanticipated hazardous, toxic, or dangerous materials constitutes a
<br />changed condition mandating renegotiation of the scope of the work to be
<br />performed by RSG, the terms under which the work is to be performed,
<br />and the charges therefore. Nothing contained in this Agreement shall be
<br />construed or interpreted as requiring RSG to assume the status of an
<br />owner, operator, or generator, under any federal or state statue governing
<br />the disposal, transportation, storage or treatment of hazardous substances
<br />or wastes. RSG shall not directly or indirectly assume title to such
<br />hazardous or toxic substances. Should the proper and lawful
<br />transportation and disposal of any such materials be required, RSG's
<br />responsibilities shall be limited to preparing . mifest(s) or related
<br />
<br />documents for execution by Client and Client shall approve any facilities
<br />designated for disposal, storage or treatment.
<br />In an emergency affecting the safety of persons or property, where it is
<br />impracticable for RSG to obtain immediate authorization from Client,
<br />RSG shall act, at its discretion, to prevent threatened damage, injury or
<br />loss. Client shall sign a Change Order for any additional compensation
<br />or extension of time claimed by RSG on account of emergency work.
<br />Third Party Reliance Upon Reports
<br />All RSG work products are prepared solely for use by Client and shall not
<br />be provided to any other person or entity without RSG's written consent.
<br />Client shall indemnify RSG from and against any and all claims, liability,
<br />damages, actions or proceedings brought by any person or entity claiming
<br />to rely upon information or opinions contained in reports or other work
<br />products provided to such person or entity, published, disclosed or
<br />referred to without RSG's written consent.
<br />Relationship of the Parties
<br />The provisions of this paragraph shall survive the completion of the
<br />Project or the expiration, cancellation or termination of this Agreement
<br />between RSG and Client.
<br />Insurance
<br />RSG has obtained policies of insurance for the following coverage during
<br />the performance of the Services: (1) Workers' compensation (statutory)
<br />and Employers' Liability coverage; (11) Commercial General Liability;
<br />(111) Automobile Liability; (IV) Professional Liability. RSG agrees to
<br />provide certificates of insurance evidencing such coverage upon request.
<br />Additional premiums and costs incurred by RSG in connection with
<br />obtaining additional or different policies of insurance shall be reimbursed
<br />by the Client as an additional project expense.
<br />Certification
<br />RSG shall not be required to execute any certification with regard to work
<br />performed, tested, or observed under this Agreement or any Project
<br />Contract unless 1) RSG believes that sufficient work has been performed
<br />by RSG to provide a adequate basis to issue the certification, 2) RSG
<br />believes that the work performed, tested or observed meets the criteria of
<br />the certification, and 3) the exact form of such certification has been
<br />approved by RSG, in writing, prior to execution of a Project
<br />RSG shall perform its Services under this Agreement as an independent
<br />contractor. PSG shall not, except by separate agreement or amendment,
<br />(1) specify construction procedures, manage or supervise construction, or
<br />be responsible for health and safety procedures for any parties on thejob
<br />site other than RSG's own employees or subcontractors, (11) be
<br />responsible for the completion or quality of work which is dependent
<br />upon or performed by third parties not under the direct contractual control
<br />of RSG, or be responsible for their acts, omissions or any consequential
<br />damage resulting therefrom. Testing or inspection by RSG of portions of
<br />the work of other parties on a project shall not relieve such other parties
<br />from their responsibility for performing their work in accordance with
<br />applicable plans, specifications and safety requirements.
<br />Assignment and Subcontracts
<br />Neither party shall assign his interest in this Agreement without the
<br />written consent of the other except as to the assignment of proceeds.
<br />However, RSG may subcontract for the Services of others (such as
<br />drilling, laboratory, speciality contractors) without obtaining Client's
<br />consent where RSG has identified the necessity for such Services in its
<br />Proposal(s) or Work Order(s) or the Scope of Services.
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