|
<br /> TERMS AND CONDITIONS TO AGREEMENT FOR
<br /> GEOTECHNICAL ENGINEERING SERVICES
<br /> ARTICLE I. SERVICES: SWLwill: 3.3 This Agreement may be terminated by either party on 10 days' written
<br /> notice or by mutual agreement. If this Agreement is terminated by
<br /> 1.1 Act for CLIENT in a professional manner, using that degree of care either party. SWL shall be paid in full for all services performed
<br /> and skill ordinarily exercised by and consistent with the standards of through the termination date, and the CLIENT shall be provided with a
<br /> competent geotechnical consultants practicing in the same or similar complete report of the results of tests and analyses conducted prior to
<br /> locality of THE PROJECT site. termination,
<br /> 1.2 Provide only those services that. in the opinion of SWL, lie within the 3.4 Neither CLIENT nor SWL may delegate, assign, sublet or transfer his
<br /> technical or professional areas of expertise of SWL and which SWL is duties or interest in this Agreement without the written consent of the
<br /> adequately staffed and equipped to perform. other party.
<br /> 1.3 Perform all technical services under the general direction of a 3.5 The only WARRANTY made by SWL in connection with its servic
<br /> Registered Professional Engineer and in substantial accordance with the performed hereunder is that it will use that degree of care and skill as ~
<br /> basic requirements of the appropriate Standards of The American forth in Article 1.1 above, No other WARRANTY. expressed or 1m-
<br /> Society for Testing and Materials, where applicable, or other standards plied, is made or intended for services provided hereunder or furnishing
<br /> designated by CLIENT. oral or written reports of findings made.
<br /> 1.4 Consider all reports to be the confidential property of CLIENT, and ARTICLE 4, INSURANCE:
<br /> distribute reports only to those persons, organizations or agencies
<br /> specifically designated in writing by CLIENT or his authorized 4.1 SWL shall secure and maintain throughout the full period of this Agree.
<br /> representative. ment sufficient insurance to protect it adequately from claims under ap.
<br /> plicable Workmen's Compensation Acts and from claims for bodily in-
<br /> 1.5 Retain samples of soil or rock for a period of 60 days following submis- jury, death or property damage as may arise from the performance of
<br /> sion of the report, unless requested otherwise, after which samples will services under this Agreement. SWL will, upon request, file certifica-
<br /> be discarded. tion of such insurance coverage with CLIENT or his authorized
<br /> representative. Within the limits and conditions of such insurance,
<br /> 1.6 Retain all pertinent records relating to the services performed for a SWL agrees to indemnify and save CLIENT harmless from and against
<br /> period of five years following submission of the report. during which any loss, damage, or liability arising from any negligent acts by SWL,
<br /> period the records will be made available to CLIENT at all reasonable its agents, staff and consultants employed by it. SWL shall not be
<br /> times. responsible and CLIENT shall indemnify SWL for any loss, damage or
<br /> liability arising from any negligent acts by CLIENT, its agents, staff,
<br /> ARTICLE 2. CLIENT'S RESPONSIBILITIES: CLIENT or his au tho- and other consultants employed by it, and any claim asserted against
<br /> rized representative will: SWL unless it shall be determined that such claim is based on and
<br /> resulted from failure by SWL to perform its services hereunder in accor.
<br /> 2.1 Provide SWL full information regarding the structure(s) to be con- dance with this Agreement.
<br /> structed on THE PROJECT site, including location and elevation of 4.2
<br /> structUre(s) on THE PROJECT site, locations of existing underground No insurance. of whatever kind or type. which may be carried by SWL,
<br /> utilities on THE PROJECT site. magnitudes and configurations of is to be considered as in any way limiting the contractor's or subcon-
<br /> loads, permissible settlements, planned cuts and fills, proximity to adja- tractor's responsibility for damages resulting from his operations or for
<br /> cent structures. and design loadings for paving areas and railways, and furnishing work and materials to THE PROJECT.
<br /> other information for the proper performance of SWL.
<br /> ARTICLE 5, PAYMENT:
<br /> 2.2 Furnish right of entry onto THE PROJECT site for SWL to make the
<br /> necessary field stUdies. SWL will endeavor to minimize damage to the 5.1 CLIENT will pay SWL for services and expenses in accordance with the
<br /> land but makes no guarantee to restore the site to its original condition attached fee schedule (Exhibit A). SWL will submit progress invoices to
<br /> unless a separate agreement is made for such restoration, in which case CLIENT monthly and a final invoice upon completion of its work.
<br /> Each. invoice, on presentation, is due and payable by CLIENT or his
<br /> SWL shall add the cost of restoration to the fee for THE PROJECT. authorized representative.
<br /> 2.3 Designate 10 writing those persons, organizations or agencies to be con. 5.2 SWL shall be paid in full for all services under the Agreement, including
<br /> tacted in the event conditions are revealed during the execution of any additional services in excess of those stated in the original Agree.
<br /> SWL's study that would require possible alteration of the stUdy or ment, as specifically authorized by CLIENT.
<br /> would potentially influence design that is proceeding in parallel with the
<br /> study. 5.3 The CLIENT's obligation to pay for the work contracted is in no way
<br /> dependent upon the CLIENT's ability to obtain financing, approval of
<br /> ARTICLE 3. GENERAL CONDITIONS: governmental or regulatory agents, or upon the CLIENT's successful
<br /> completion of the project.
<br /> 3.1 SWL, by the performance of services covered hereunder. does not in
<br /> any way assume, abridge or abrogate any of those duties, respon- ARTICLE 6. EXTENT OF AGREEMENT:
<br /> sibilities or authorities with regard to THE PROJECT customarily The Agreement, including these terms and conditions. represents the
<br /> vested in THE PROJECT architects, design engineers, or any other
<br /> design agencies or authorities. entire agreement between CLIENT and SWL and supersedes all prior
<br /> negotiations, representations or agreements, written or oral. The Agree-
<br /> 3.2 SWL shall not be responsible for acts of omissIOns of any party or par- ment may be amended only by written instrument signed by CLIENT
<br /> and SWL.
<br /> ties involved in the design of THE PROJECT or the failure of any con.
<br /> tractor or subcontractor to construct any item on THE PROJECT in ARTICLE 7, APPLICABLE LAW:
<br /> accordance wllh recommendations contained in any correspondence or
<br /> verbal recommendation issued by SWL. The Agreement shall be governed by the laws of the State of Texas.
<br />
|