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WEAVER BOOS CONSULTANTS, LLC
<br />General Terms and Conditions
<br />Version 2006-A1
<br />Page 1 of 3
<br />These General Terms and Conditions are incorporated by reference
<br />into the foregoing Proposal and shall along with the Proposal
<br />constitute the Agreement under which services are to be performed
<br />by Weaver Boos Consultants, LLC (WBC) for Client. The Proposal
<br />shall remain valid for 90 days unless otherwise stated in the
<br />Proposal.
<br />SECTION I: SCOPE OF SERVICES
<br />a. It is understood that the scope of services and time schedule
<br />defined in the Proposal are based on the information provided
<br />by Client and certain assumptions. If this information is
<br />incomplete or inaccurate, or if unexpected site conditions are
<br />discovered, the scope of services may change, even as the work
<br />is in progress.
<br />b. The scope of services shall include all services provided by
<br />WBC in its discretion, which are reasonably necessary and
<br />appropriate for the effective and prompt fulfillment of WBC'S
<br />obligations under the Agreement and all services shall be
<br />subject to the provisions of the Agreement, including these
<br />General Terms and Conditions and any Supplemental Terms or
<br />Conditions incorporated herein. All such services provided
<br />shall be invoiced and paid for in accordance with Section 3
<br />below.
<br />c. All additional or subsequent work performed for client, shall be
<br />subject to these General Terms and Conditions, unless
<br />otherwise superseded or modified by mutual agreement of
<br />WBC and Client.
<br />SECTION 2: CLIENT DISCLOSURES
<br />a. It shall be the duty of the Client before and during the project to
<br />promptly notify WBC of any known or suspected hazardous
<br />substances which are or may be related to the services to be
<br />provided. Such hazardous substances shall include but not be
<br />limited to any substance which posed or may pose a present or
<br />potential hazard to human .health or the environment, whether
<br />contained in product, material, by-product, waste or sample and
<br />whether it exists in a solid, liquid, semisolid or gaseous form.
<br />Provided, however, WBC acknowledges that the services they
<br />are providing pursuant to this Agreement are to be performed at
<br />a Class I Landfill and WBC acknowledges that they are aware
<br />of the typical hazards and risks associated with working at a
<br />landfill and drilling monitor wells pursuant to TCEQ
<br />requirements.
<br />b. Following any disclosure as set forth in the preceding
<br />paragraph, or if any hazardous substances are discovered or
<br />reasonably suspected by WBC after its services are undertaken,
<br />and which substantially change the costs and risks of the
<br />project, then WBC may, at its discretion, discontinue its
<br />services.
<br />Client shall notify WBC of potential health hazards or
<br />nuisances which might arise out of the work by WBC and its
<br />contractors andlor subcontractors (hereinafter referred to as
<br />subcontractors), and thereafter WBC shall take necessary and
<br />reasonable measures to protect its employees against such
<br />possible health hazards or nuisances. The reasonable direct
<br />costs of such measures shall be borne by the Client.
<br />d. The Client shall notify WBC of any other conditions, of which
<br />Client is or should reasonably be aware of, which might
<br />significantly affect the efficiency or safety of work of WBC.
<br />SECTION 3: BILLING AND PAYMENTS
<br />a. Unless otherwise specifically provided in the Agreement,
<br />billings will be based on the fee schedule referenced in the
<br />proposal. WBC shall submit invoices monthly for services
<br />performed and expenses incurred and not previously billed on
<br />any previous invoice. Payment is due upon receipt. For all
<br />amounts unpaid after thirty (30) days of the invoice date Client
<br />agrees to pay to WBC a finance charge of one and one-half
<br />percent (1 112%) per month, eighteen percent (18%) annually,
<br />or the legal maximum rate if it is less. The billing rates
<br />described in this Agreement may be modified on a periodic
<br />basis (typically annually). These modifications will be
<br />incorporated into long term projects, unless otherwise
<br />addressed in the Proposal.
<br />b. The Client shall provide WBC with a clear written statement
<br />within twenty (20) days after receipt of the invoice of any
<br />objections to the invoice or any portion or element thereof.
<br />Failure to provide such a written statement shall constitute
<br />acceptance of the invoice as submitted. Only the disputed sums
<br />may be withheld from payment. Further, WBC and Client
<br />agree to promptly address and resolve invoice disputes.
<br />c. The Client's obligation to pay for the services performed under
<br />this Agreement is in no way contingent upon other events;
<br />including but not limited to Client's ability to obtain financing,
<br />zoning, approval of governmental or regulatory agencies, final
<br />adjudication of a lawsuit in which WBC is not involved,
<br />complete a transaction or successfully complete the project.
<br />No deduction shall be made from any invoice on account of
<br />penalty, liquidated damages or other sums withheld from
<br />payment to WBC.
<br />d. If timely payments are not received, then WBC may commence
<br />collection activities. It is agreed that all expenses incurred by
<br />WBC in obtaining liens, obtaining judgments or collecting any
<br />amounts due under the Agreement including the time of WBC
<br />employees, at full billing rates, all associated costs, and
<br />reasonable attorney's fees shall be recoverable from the Client.
<br />SECTION 4: RIGHT OF ACCESS
<br />a. If services to be provided under this Agreement require the
<br />agents, employees, or subcontractors of WBC to enter onto the
<br />Project site, Client shall provide timely right of access to the
<br />site to WBC, its employees, agents and subcontractors, to
<br />conduct the planned field observations and services. WBC
<br />shall take reasonable precaution to reduce damage to the site
<br />due to its operations, but is not responsible for the cost of
<br />restoration for any damage resulting from its operations, unless
<br />otherwise provided for in the Proposal.
<br />SECTION 5: SAMPLING OR TEST LOCATION
<br />a. If the scope of services includes performance of soil borings, or
<br />other subsurface excavations by WBC, it is understood that the
<br />Client will furnish WBC with a diagram indicating the location
<br />and boundaries of the site, and all subsurface structures and
<br />utilities. WBC reserves the right to deviate a reasonable
<br />distance from the proposed boring location(s). Client
<br />recognizes that drilling equipment is large and heavy and
<br />understands the risk of site damage. At Client's request and
<br />cost, WBC will restore the site to the conditions existing prior
<br />to WBC operations if practicable. WBC shall not be liable for
<br />damage or injury to or resulting from damage to subterranean
<br />structures (pipes, tanks, cables, wires or other utilities and
<br />subsurface structures, etc,) which are not called to WBC's
<br />attention in writing and correctly shown on the diagram(s)
<br />furnished or correctly marked at the site.
<br />b. Unless otherwise stated, the fees in this proposal do not include
<br />costs associated with surveying of the site for the accurate
<br />s: I citydatalattorneylcontracts120071 weaver boos contract-landfill consulting services final oct 2007.docx
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