2007-125-RES-Approving a Professional Services contract for groundwater monitoring and testing at the stillhouse road landfill between th eCity of Paris and Weaver Boos consultants LLC;

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WEAVER BOOS CONSULTANTS, LLC General Terms and Conditions Version 2006-A1 Page 2 of 3 horizontal and vertical locations of tests. Field tests or boring locations described in our report or shown on sketches are based upon information furnished by others andlor estimates made in the field by our representatives. Such dimensions and elevations should be considered as approximations unless otherwise stated. c. This agreement may be terminated if site conditions prevent soil borings or other subsurface excavations by WBC at or near the designated locations, because of either obstructions or safety considerations, and these conditions were not revealed to us prior to acceptance of this Agreement. If, in order to complete borings, or other subsurface excavation, to their designated depths, additional work is necessitated by encountering impenetrable subsurface objects, this and all additional work will be charged for at the appropriate rates in the fee schedule. d. Any equipment lost or damaged due to site surface or subsurface conditions, and not the negligence of WBC or its subcontractors, will be invoiced at cost plus 15 percent. SECTION 6: SAMPLES a. All materials and samples will be discarded immediately after testing unless the Client advises WBC in writing to the contrary, In such case, the samples will be delivered, shipping charges collected, or stored at owner's expense. Client shall have the sole responsibility to dispose of any hazardous substance or regulated contaminant whether the result of or a by-product of sampling or not, in accordance with applicable law. Client shall bear all costs and liabilities associated therewith. c. Client agrees to indemnify, defend and hold harmless WBC from any claims made or asserted against WBC arising out of or related to collection, storage or disposition of samples or materials alleging a failure to comply with any Federal, State or local environmental law, regulation or ordinance. SECTION 7: REPORTS AND OWNERSHIP OF DOCUMENTS a. With the exception of WBC reports to Client, all documents, including field data, field notes, laboratory test data, calculations and estimates are and remain the property of WBC. Client agrees that all reports and other work furnished to the Client but not paid for in full will be returned to WBC upon demand and will not be used for design, construction, permits, licensing, or any other purpose. b. Documents, including but not limited to, technical reports, field data, field notes, laboratory test data, calculations, and estimates furnished to the Client or its agency pursuant to this agreement are not intended or represented to be suitable for use by third parties or reuse by the Client or to the extensions of the Project or on any other project. Any use or reuse without WBC's written consent will be at Client's sole risk and without liability or legal exposure to WBC or to WBC's subcontractor(s). Client shall indemnify and hold harmless WBC and WBC's subcontractor(s) from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. SECTION 8: INDEMNITY PROVISIONS a. WBC agrees to indemnify, hold harmless, and defend Client from and against any loss, damage, injury, claim, and liability arising and caused by the negligent acts or omissions of WBC, its agents and subcontractors, but subject to the limitations of liability set forth in Section 11 of this Agreement. Further, Client agrees to indemnify, hold harmless, and defend WBC against any loss, damage, injury, claim or liability not caused by or arising from the acts or omissions of WBC. SECTION 9: STANDARD OF CARE a. WBC represents that the services performed under this Agreement will be performed with the care and skill ordinarily exercised by reputable members of the profession practicing under similar conditions at the same time in the same or similar locality. b. Client recognizes that subsurface conditions may vary from those encountered at the locations where the borings, surveys, or explorations are made by WBC and that the data interpretations and recommendations of WBC's personnel are based solely on the information available to them. WBC will be responsible . for those data, interpretations, and recommendations, but shall not be responsible for the interpretation by others of the information developed. c. NO OTHER WARRANTY, EXPRESSED OR IMPLIED, IS MADE OR INTENDED BY RENDITION OF CONSULTING SERVICES OR BY FURNISHING ORAL OR WRITTEN REPORTS OF THE FINDINGS MADE. SECTION 10: INSURANCE AND INDEMNIFICATION a. That Contractor must, at all times during the term of this Agreement, keep: and maintain in full force and effect a policy or policies of insurance, providing at least $250,000.00 per person and $500,000.00 for any single occurrence for bodily injury or death and $100,000.00 for any single occurrence for injury or destruction of property, indemnifying all persons for any and all damages, personal injuries, or property damages sustained as the result of the negligence of: Contractor, its agents, servants, or employees, and shall pay all premiums due thereon when due. It is expressly provided that such insurance policy or policies shall and must be written and issued by a reputable and financially sound insurance company or companies, with the City, its elected officials, officers and employees named as additional insureds. Contractor or its insurance carrier..or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, 150 1~` Street S.E., Paris, Texas, 75460, or furnish to said City Clerk a current letter or certificate from such company or companies, evidencing the fact that such insurance is in full force and effect at all times during this Agreement, and any extensions hereof, and specifically noting thereon that City, its elected officials, officers and employees as an additional insured. All such policies shall be written so that the City will be notified of cancellation or of any restrictive amendment of the policies at least thirty (30~ days prior to the effective date of such cancellation or amendment. Notice shall be by certified mail, return receipt requested, addressed to the City at the following address: City Clerk, City of Paris, P. 0. Box 9037, Paris, Texas 75461-9037. b. The Contractor and his sureties shall indemnify, defend and hold the City, its elected officials, officers and employees harmless from all suits, actions or claims of any character, name and description brought for or on account of any injuries or damages received or sustained by any person, persons or property on account of the operations of the Contractor, his agents, employees or subcontractors; or on account of any negligent act or fault of the Contractor, his agents, employees or subcontractors in the execution of said contract; or on account of the failure of the Contractor to provide the necessary s: Icirydatalattorneylcontracts120071weaver boos contract-landfill consulting servtces final oct 2007.docx