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<br /> City of San Marcos
<br /> April 30, 1990
<br /> Page 6 of 6 GENERAL CONDITIONS
<br /> 1. PARTIES AND SCOPE OF WORK: Professional Service Industries, Inc. (hereinafter referred to as "P.S.I.") shall include said company, or its particular
<br /> division, subsidiary or affiliate performing the work. "Work" means the specific geotechnical, analytical, testing or other service to be performed by
<br /> P.S.I. as set forth in P.S.I.'s proposal, the clients' acceptance thereof and these General Conditions. "Client" refers to the person or business entity
<br /> ordering the work to be done by P.S.I. If the client is ordering the work on behalf of another, the client represents and warrants that the client is the
<br /> duly authorized agent of said party for the purpose of ordering and directing said work. Unless otherwise stated in writing, the client assumes sole
<br /> responsibility for determining whether the quantity and the nature of the work ordered by the client is adequate and sufficient for the clients' intended
<br /> purpose. Client shall communicate these General Conditions to each and every third party to whom the client transmits any part of P.S.I.'s work. P.S.I.
<br /> shall have no duty or obligation to any third party greater than that set forth in P.S.I.'s proposal, client's acceptance thereof and these General Conditions.
<br /> The ordering of work from P.S.I shall constitute acceptance of the terms of P.S.I.'s proposal and these General Conditions.
<br /> 2. TESTS AND INSPECTIONS: Client shall cause all tests and inspections of the site, materials and work performed by P.S.I. or others to be timely
<br /> and properly performed in accordance with the plans, specifications and contract documents, and P.S.I.'s recommendations. No claims for loss,
<br /> damage or injury shall be brought against P.S.I. by client or any third party unless all tests and inspections have been so performed and unless P.S.I.'s
<br /> recommendations have been followed. Client agrees to indemnify, defend and hold P.S.I., its officers, employees and agents harmless from any and
<br /> all claims, suits, losses, costs and expenses, including, but not limited to, court costs and reasonable attorney's fees in the event that all such tests
<br /> --Eind inspections are not so performed or P.S.I.'s recommendations are not so followed except to the extent that such failure is the result of the negligence,
<br /> Ilful or wanton act or omission of P.S.I., its officers, agents or employees. P.g.1. FF1a>{, in thø co~r£e of a roof in>:getigation, porform roef el::lte ("8I::1t£")
<br /> . S 1? £ i § ~ ~ i: ~ ~ ~ ~ i? 1E S ~ t ~ ~ J~~ Ei ~ ~
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<br /> 3. SCHEDULING OF WORK: The services set forth in P.S.I.'s proposal and client's acceptance will be accomplished in a timely, workmanlike and
<br /> professional manner by P.S.I. personnel at the prices quoted. If P.S.I. is required to delay commencement of the work or if, upon embarking upon its
<br /> work, P.S.I. is required to stop or interrupt the progress of its work as a result of changes in the scope of the work requested by the client, to fulfill the
<br /> requirements of third parties, interruptions in the progress of construction, or other causes beyond the direct reasonable control of P.S.I., additional
<br /> charges will be applicable and payable by client.
<br /> 4. ACCESS TO SITE: Client will arrange and provide such access to the site as is necessary for P.S.I. to perform the work. P.S.I. shall take reasonable .
<br /> measures and precautions to minimize damage to the site and any improvements located thereon as the result of its work or the use of its equipment; r/"
<br /> however, P.S.I. has~included in its fee the cost of restoration of damage which may occur If oliont doeirøs or reE¡l:Iirso P.g.1. to rootere tRe eito to .
<br /> 110, fõrffierconGiition, blpon "'ritten rgq~e£t P.å.l. will p9¡;ferFF1 Gl:Jeh additional worl{GS is rIeee88Gryto \~eo arid olionts:t°oe te 96!fls r.s.l. tRe esetthoroof., ,,',
<br /> as descri ed in P.S.I.'s pro~osal.
<br /> 5. DAMAGE TO EXISTING MAN-MADE OBJECTS: Unless P.S.I. has assumed in writing the responsibility of locating subsurface or latent condl ions,
<br /> client agrees to indemnify and save P.S.I. harmless from all claims, suits, losses, costs and expenses, including reasonable attorneys' fees as a result
<br /> of personal injury, death or property damage occurring with respect to P.S.I.'s performance of its work and arising from subsurface or latent conditions
<br /> or damage to subsurface or latent objects, structures, lines or conduits where the actual or potential presence and location thereof was not revealed
<br /> to P.S.I. by client.
<br /> 6. RESPONSIBILITY: P.S.I.'s work shall not include determining, supervising or implementing the means, methods, techniques, sequences or procedures
<br /> of construction. P.S.I. shall not be responsible for evaluating, reporting or affecting job conditions concerning health, safety or welfare. P.S.I.'s work or
<br /> failure to perform same shall not in any way excuse any contractor, subcontractor or supplier from performance of its work in accordance with the
<br /> contract documents.
<br /> 7. SAMPLE DISPOSAL: Unless otherwise agreed, test specimens or samples will be disposed immediately upon completion of the test. All drilling
<br /> samples or specimens will be disposed sixty (60) days after submission of P.S.I.'s report.
<br /> 8. PAYMENT: Client shall be invoiced once each month for work performed during the preceding period. Client agrees to pay each invoice within
<br /> thirty (30) days of its receipt. The client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause within said
<br /> thirty (30) day period at the rate of eighteen (18) percent per annum (or the maximum interest rate permitted under applicable law, whichever is the
<br /> lesser) until paid. Client agrees to pay P.S.I.'s cost of collection of all amounts due and unpaid after sixty (60) days, including court costs and reasonable
<br /> attorney's fees.
<br /> .Q. TERMINATION: This Agreement may be terminated by either party upon seven day's prior written notice. In the event of termination, P.S.I. shall be
<br /> ompensated by client for all services performed up to and including the termination date, including reimbursable expenses, and for the completion
<br /> f such services and records as are necessary to place P.S.I.'s files in order and/or protect its professional reputation.
<br /> D. WARRANTY: P.S.I.'s services will be performed, its findings obtained and its reports prepared in accordance with its proposal, client's acceptance
<br /> thereof, these General Conditions, and with generally accepted principals and practices. In performing its professional services, P.S.I. will use that
<br /> degree of care and skill ordinarily exercised under similar circumstances by members of its profession. This warranty is in lieu of all other warranties
<br /> or representations, either express or implied. Statements made in PSI reports are opinions based upon engineering judgement and are not to be
<br /> construed as representations of fact.
<br /> Should P.S.I., or any of its professional employees be found to have been negligent in the performing of professional services or work or to have made
<br /> and breached any express or implied warranty, representation or contract, client, all parties claiming through client and all parties claiming to have in
<br /> any way relied upon P.S.I.'s services or work agree that the maximum aggregate amount of the liability of P.S.I., its officers, employees and agents
<br /> shall be limited to $50,000.00 or the total amount of the fee paid to P.S.I. for its work performed with respecttothe project whichever amount is greater.
<br /> In the event client is unwilling or unable to limit P.S.I.'s liability in accordance with the provisions set forth in this paragraph, client may, upon written
<br /> request of client received within five days of client's acceptance hereof, increase the limit of P.S.I.'s liability to $500,000.00 or the amount of P.S.I.'s fee
<br /> whichever is the greater, by agreeing to pay P.S.I. a sum equivalent to an additional amount of 5% of the total fee to be charged for P.S.I.'s services.
<br /> This charge is not to be construed as being a charge for insurance of any type, but is increased consideration for the greater liability involved.
<br /> 11. INDEMNITY: Except to the extent specifically addressed in paragraph 10, client agrees to indemnlfy, defend and hold P.S.I., its officers,employees,
<br /> agents and independent contractors harmless from any and all claims, suits, losses, costs and expenses, including but not limited to court costs and
<br /> reasonable attorneys' fees arising or alleging to have arisen out of the performance of P.S.I.'s work. In the event that client or client's principal shall
<br /> bring any suit, cause of action, claim or counterclaim against P.S.I. to the extent that P.S.I. shall prevail in such soil, cause of action, claim or counterclaim
<br /> the party initiating such action shall pay to P.S.I. the costs and expenses incurred by P.S.I. to answer and/or defend such suit, cause of action, claim
<br /> or counterclaim, including reasonable attorney's fees, court costs, witness fees and other related expenses.
<br /> 12. ARBITRATION: Anything contained in any other contract documents notwithstanding, P.S.I. shall not be bound by any provision or agreement
<br /> requiring or providing for arbitration of disputes or controversies arising out of P.S.I.'s work or these General Conditions or any provision wherein P.S.I.
<br /> waives its rights to a mechanic's lien. . ,
<br /> 13. P.S.I. agrees :o.comply with the Title VI and M.B.E. assurances attached to these ~
<br /> PSI B () general cond~t~ons.
<br /> -900-113
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