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<br />ADAM5» CONSUL TING ENGINEER~, INC.
<br />GENERAL CONDITIONS
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<br />1. PARTIES AND SCOPE OF WORK: Adams Consult,ng Engineers. Inc. (ACEI) shall indudesaid
<br />company. or ,ts partIcular diviSIon. subsidiary or affiliate performing the work. "Work' means the
<br />specific survey,ng. engineering desIgn. geotechn,cal. environmental. or other service(s) performed
<br />by ACEI for client as set forth in ACEl's proposal or at client's direction. "This agreemenl' consists
<br />of ACEl's proposal or work order. ACEl's Schedule of Fees. if applicable. client's written
<br />acceptance thereof ,f accepted by ACEI. and these General Cond'tlons. 'Client' refers to the
<br />person or business entlly ordenng Ihe work to be done by ACEI. If client is ordering the work on
<br />behalf Of anolher. clienl represents and warrants thai client 's the duly authorized agent of said
<br />party for Ihe purpose of ordering and directing sa,d work and In such case the term 'client" also
<br />,ncludes the principal for whom the work is being. performed. Pnces quoted and charged by ACEI
<br />for its work are pred,cated upon the condlilons and Ihe allocatIons of risks and obligations
<br />expressed in this agreement. Unless th,s agreement spec,fically provides that ACEI is to perform
<br />its work pursuant to speci~ed Federal. State. or local regulalions. client assumes sale
<br />responsib,lilY for determ,nlng whether the quantity and the nature of lhe work ordered -¡'y clientlS
<br />adequate and sufficient for clienl's intended purpose. Client shall communicate these General
<br />Conditions to each and every third party to whom client transm,ts any part of ACEI's work
<br />product(s). ACEI shall have no duty or obligation to any party other than those duties and
<br />obligations expressly set forth in this agreement. Ordering work from ACEI shall const'lute
<br />acceptance of the terms of this agreement.
<br />
<br />2. RESPONSIBILITY: Work shall not indude delermn,ng. supervisIng or implementinglhe means.
<br />methods. techniques. sequences or procedures of construction. nor evalualing. reporting or
<br />affecling job cond,t,ons concerning health. safety or welfare. unless speci~cally required in the
<br />scope of work. ACEl's work or failure to perform same shall not In any way excuse client or any
<br />conlraClor, subcontractor or supplier from performance of its responsibilities in accordance with
<br />th,s agreemenl or Ihe contract documents.
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<br />3. OWNERSHIP OF DOCUMENTS: All documents including Drawings and Specifications
<br />prepared or furnished by ACEI's independent professional associates and consultants are
<br />instruments of service and ACEI shall retain an ownership and property interest therein. My reuse
<br />without written verifiC\!tion or adaptation by ACEI for the speci~c purpose intended will be at
<br />Client's sole riSk.
<br />
<br />4. OPINIONS OF COST: As ACEI has no control over the cosl of labor. materials, equipment or
<br />services furnished by others or over the Contractor(s)' methods of determ,ning pnces. or over
<br />compelltive b,ddlng or market cond,lions. opinions of probable cosls cannot and do not guarantee
<br />that proposals. bids or actual total project or construction costs will not vary from opinions of
<br />probable cost prepared by ACEI.
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<br />5. HAZARDOUS MATERIALS: ACEl's work may include limited visual observation. laboratory
<br />analyses or physical testing of samples of subsurface and olher malerials for the purpose of
<br />detection. quant,ficalion. or idenli~calion of Ihe extent. if any. of contam,nation of subsurface soils
<br />or ground water by 'hazardous materials.. de~ned elsewhere in this agreement. or being those
<br />materials de~ned as such by RCRA. 42 USC or those Ident,fied as such by a state or the Federal
<br />EPA. as more specifically stated in ACEl's proposal. Nothing conlained within this agreement shall
<br />be construed or interpreled as requiring ACEI to assume the status of an owner. operator.
<br />generator. storer. transporter. treater or disposal facility as those lerms appear within RCRA.
<br />CERCLA or within any Federal or Stale stalule or regulation governing the generation. handting.
<br />transport. trealment, slorage and disposal of pollutants. Client assumes full responsibility for
<br />compliance with the provisions of RCRA and any other Federal or Slate slalute or regulation
<br />governing the handling. treatmenl. storage and d'sposal of pollutanls
<br />
<br />6. SCHEDULING OF WORK: The work as sel forth in ACEl's proposal will be accomplished in a
<br />timely and workmanlike manner by ACEI personnel. If ACEI is required to delay any part of its
<br />work to accommodate the requests or requirements of clienl. regulatory agenc'es. or third parties
<br />or ~';e '0 or'l "",,", h"von~ the ~¡recl re050nohl" conlrol 0/ ACEI. additional charges may be
<br />applIcable. wh,ch client agrees to pay ,n accordance w,th ACEI's current Rate Schedule
<br />
<br />7. SITE ACCESS. RESTORATION, & DUTY TO NOTIFY: Client WIll arrange and provide access
<br />to each site upon wh,ch it will be necessary for ACEI 10 perform ItS work. In the event work is
<br />required on any s,te not owned by client. clIent represenls and warrants to ACElthat client has
<br />obtained all necessary permissions for ACEtto enler upon the sIte and conduct its work. Client
<br />shall. upon request. provide ACEI wilh evidence of such permiss'on as well as acceptance of the
<br />other lerms and condit,ons set forth herein by the owner(s) and tenanl(s). if applicable. of such
<br />site(s) in a form acceptable to ACEI. Any work performed by ACElto obtain permission to enter
<br />upon and do work on the lands of others as well as any work performed by ACEI pursuant to this
<br />agreement shall be deemed as being done on behalf of client and client agrees to assume all risks
<br />thereof. ACEI shall take reasonable measures and precautions to min,mize damage to each site
<br />and any improvements located thereon as the result of its work and the use of ,ts equipment;
<br />however. ACEI has not included in its fee the cost of restoration of damage which may occur. If
<br />client or the possessor of any interest in any site deSires or requires ACEI to restore site to its
<br />former condilions. upon written request of client, ACEI will perform such additional work as is
<br />necessary and client agrees to pay ACEI the cost thereof plus ACEI normal mark-up for overhead
<br />and profit. ACEI shall be under no obligation to inform other parties of ,ts activihes or discoveries.
<br />but shall not be held liable. even if negligent in doing so. Client further recognizes that knowledge
<br />Of such suspecled or actual condillon may result in a reduction in a property's value and may
<br />provide incentIVe to owners of properties affected to inihate legal action against client and/or
<br />others.
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<br />8. CLIENT'S DUTY TO NOTIFY ENGINEER: Client represents and warrants that he has advised
<br />ACEI of any known or suspected hazardous malerials. utility lines. underground or overhead
<br />structures. and pollutants at any site at which ACEI 's to do work hereunder. and unless ACEI has
<br />assumed in writing the responsibilIty of locating subsurface objects, structures. lines or conduits.
<br />CLIENT AGREES TO RELEASE. DEFEND. INDEMNIFY AND HOLD HARMLESSACEI FROM ALL
<br />CLAIMS, SUITS. LOSSES. COSTS AND EXPENSES. ("DAMAGES") INCLUDING REASONABLE
<br />ATTORNEYS FEES AS A RESULT OF PERSONAL INJURY. DEATH OR PROPERTY DAMAGE
<br />OCCURRING WITH RESPECT TO ACEI'S PERFORMANCE OF ITS WORK AND RESUL TlNG
<br />FROM OR CAUSED BY CONTACT WITH SUBSURFACE OR LA TENT OBJECTS. STRUCTURES.
<br />LINES OR CONDUITS WHERE THE ACTUAL OR POTENTIAL PRESENCE AND LOCATION
<br />THEREOF WAS NOT REVEALED TO ACEI BY CLIENT REGARDLESS OF WHETHER OR NOT
<br />SUCH DAMAGES ARE THE RESUL T OF ACEI'S NEGLIGENCE IN WHOLE OR IN PART.
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<br />9. LIMITATIONS OF PROCEDURES, EQUIPMENT AND TESTS: In/ormation obtained from
<br />observat'on. analysis and tesllng Of sample matenals shall be reported on boring logs or other test
<br />reports and may be conSIdered evidence wIth respect to the detection, quantIfication and
<br />,dentlf,catJon of pollulants, but any inference or concluSIon based thereon is an op'nion based
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<br />June,2001
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<br />upon engineering judgement and shall not be construed as a representation of fact. Ground water
<br />levels and composlt'on may vary due to seasonal and climahc changes and extrlns,c cond,tlons
<br />and. unless sampling and teshng are conducled over an extended period of t,me. pollutants
<br />conta,ned therein may escape detection. A site al wh,ch pollutants are not found to exist or at the
<br />time of inspection do not in fact exist. may later. due to intervening causes suCh as natural ground
<br />water flows or human interventIon. become conlam,nated. There is a risk that sampling techniques
<br />may themselves result in contaminahon of certain subsurface areas such as when a probe or
<br />bonng device moves through a contaminated area ',nking it 10 an aqu,fer. underground stream or
<br />other hydrous body not preVIously contaminated. Because Ihe risks set forth ,n th,s paragraph may
<br />be unavoidable and because the sampling techn,ques 10 be employed are a necessary aspect of
<br />ACEl's work on client's behalf. client agrees to assume these risks.
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<br />10. DISCOVERY OF UNANTICIPATED POLLUTANTS: The discovery of certain pollutants may
<br />make ,t necessary for ACEI 10 take ,mmedlale measures to protect heallh and safety. CI,enl
<br />agrees to reimburse ACEI for the reasonable cost of 'mplemenling such measures under the
<br />circumstances. ACEI agrees to nol'ry client as soon as practically possible should Such pollutants
<br />be suspected or discovered
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<br />11. SOIL AND SAMPLE DISPOSAL: Unless olherwise agreed in writing. soils known atlhe time
<br />to be contaminated will be placed In conta,ners. labeled and left on the s,te lor proper dIsposition
<br />by client. Samples removed by ACEI for laboratory teshng WIll. upon complet,on of tesling. be
<br />disposed by the laboratory in an approved manner or returned to the s,te for dIsposal by others.
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<br />12. INDEMNITY: Sublect to the foregoinglim'lalions. ACEI agrees to indemnify and hold client
<br />harmless from and aga,nst any and all ctalms. su,ts. costs and expenses includ,ng reasonable
<br />attorney's fees and court costs arising out of ACEI's negligence to the extent of ACEl's negligence.
<br />Client shall provide the same proteclion to the extent of ilS negligence. In the event that client or
<br />client's principal shall bring any su,t. cause of action, claim or counterclaim against ACEI. the party
<br />initialing such aCtion shall pay to ACEI the Cosis and expenses incurred by ACEI to inveshgate.
<br />answer and defend it, includ,ng reasonable attorney's and witness fees and court costs to the
<br />exlent,¡hal ACEt shall prevail in such suit.
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<br />13. PAYMENT: Clienl shall be invoiced periodically for work performed during the preceding
<br />period. Client agrees to pay each invoice within thirty (30) days of its receipt. Clienl further agrees
<br />to pay interesf on all amounts invoiced and not paid or objected to for valid cause in writing within
<br />said thirty (30) day period at the maximum Interest rate permitted under applicable law, until paid.
<br />Client agrees to pay ACEI's cost of collection of all amounts due and unpaid after sixty (60) days.
<br />including court costs and reasonable attomey's fees. ACEI shall not be bound by any provision or
<br />agreement requiring or providing for arbitration of disputes or controversies arising out of this
<br />agreement. any provision wherein ACEI waives any rights to a mechanic's lien. or any proviSion
<br />condillonong ACEl's right to receIVe payment for ItS work upon payment to client by any third party.
<br />These general conditions are notice, where required. that ACEI shall file a lien whenever
<br />necessary to collect past due amounls. Failure 10 make payment within 30 days of invoice shall
<br />const,tute a release of ACEt from any and all claims which client may have. e,lher in tort or
<br />contracl. and whether known or unknown at the time
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<br />14. TERMINATION: This Agreemenl may be terminated by either party upon seven day's prior
<br />written nolice. In the event of terminalion. ACEI shall be compensated by client for all work
<br />performed up 10 and including the terminahon date, including reimbursable expenses as per the
<br />ACEI Rate Schedule.
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<br />15. WITNESS FEES: ACEl's employees shall not be retained as expert witnesses except by
<br />separate. written agreement. Client agrees to pay ACEI pursuant to ACEl's then current fee
<br />schedule for any ACEI employee subpoenaed by any party as an occurrence witness as a result of
<br />ACEI'S work.
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<br />16. ENTIRE AGREEMENT: Th,s agreemenl containS the entire understand,ng between the
<br />parties. Clienl acknowledges that no represenlallons. warranlles. undertakings or promises have
<br />been made other than and except those expressly conlained herein. This agreement may be
<br />amended. modified or terminated only by a written Instrumenl signed by each of the part,es hereto.
<br />In the event any of the provisions of these general conditions should be found 10 be
<br />unenforceable. it shall be stricken and the remaIning provisions shall be enforceatie.
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<br />17. TITLES: The titles or paragraph headings used in this agreemenl are for general reference
<br />only. are not part of the agreement. and shall not be conSlrued as limihng the meaning of the
<br />proVIsions conta,ned here,n.
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<br />18. CONTROLLING LAW: Th,s agreement shall be subject to the law and jurisdictIon of the State
<br />of Texas. wilhout application of principles of confllcts.of-Iaws. Venue shall be proper only in Ihe
<br />courts of Smith County. Texas
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<br />I",tial
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