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General Conditions
<br />The word "Consultant°' refers to the Instihrte for
<br />Environmental Assessment {"IEA"}, the
<br />contracting campany is refertud to as the
<br />"Client". Client agrees to be bound by these
<br />General Conditions by accepting the Proposal and 2.
<br />engaging Consultant.
<br />The Agreement with you, the Client, is comprised
<br />of this Agreement and accompanying written
<br />proposal.
<br />1, Seape of Work
<br />Consultant will furnish and perform the
<br />professional services specified in
<br />Consultant's proposal (the "Proposal"}. The
<br />services as set forth in the Proposer {the
<br />"Services"} will be provided by
<br />Consultant's personnel at the location of the
<br />Client {the "Site'} (hereinafter referred to as
<br />the "Project"}. If any portion of the
<br />Proposal is inconsistent with this
<br />Agreement, the terms of this Agreement
<br />shall control:
<br />Consultant's obligation to perform the
<br />Services shall terminate upon delivery of a
<br />final report within 45 days of Project
<br />completion.
<br />In addition to the Proposal, Consultant and
<br />Client agree as follows:
<br />A. Right of Access
<br />Unless otherwise agreed in writing,
<br />Client will furnish Consultant with
<br />righT-of-access to the Site and accurate
<br />iufomration necessary to conduct the
<br />Services, as requested b}r Consultant.
<br />B. Confidential & Prourietarv
<br />Informakion
<br />.The Consultant and Client agree not to
<br />disclose to others or use any
<br />confidential or proprietary information
<br />or trade secrets of the other, which
<br />may become known to each prior to,
<br />during or a$er the performance of this
<br />Agreement without the prior written
<br />consent of the other. "Confrdential or
<br />propriety information" and "trade 3.
<br />secrets" shall mean any infannation
<br />about the other which is neither
<br />publicly known nor Legally accessible
<br />to the other parties from third parties.
<br />Prior to the disclosure of any such
<br />confidential or proprietary information
<br />or trade secrets, each shall obtain the
<br />written approval of the other.
<br />C. General
<br />Consultant warrants that the Services
<br />it performs under this Agreement wilt
<br />be performed with the care and skill
<br />ordinarily exercised by reputable
<br />members of its profession practicing
<br />under similar conditions during the
<br />period of this Agreetneru and in the
<br />same or similar locality. The AIHA-
<br />certified IEA laboratory wilt perform
<br />PCM analysis if specified. Other field
<br />PCM analysis will be completed
<br />by laboratory-approved field
<br />technicians, generally under AAR
<br />Guidelines.
<br />Pavnrent for Ser~~ces
<br />A, Fee Schedule & Maximum
<br />Casts.
<br />The fee schedule in the Proposal
<br />specifies the amounts due to
<br />Consultant from Client for its Services
<br />performed under this Agreement.
<br />B. Schedule of Payment
<br />lrrvoices will be submitted to Client
<br />once a month for services performed
<br />during flee prior month. Payment to
<br />Consultant is due upon presentation to
<br />Client, and past due after thirty (30)
<br />days of receipt of the invoice, in
<br />which case a service fee of 1.5%
<br />monthly shall be added to the invoice,
<br />unless specifically arranged otherwise
<br />by Consultant and communicated in
<br />writing. Client reserves the rieht to
<br />question any item on any invoice and
<br />Consultant agrees, upon Client's
<br />request, to supply such documentation
<br />as is necessary to reasonably justify
<br />such invoice amount to Client's
<br />reasonable satisfaction. Client agrees
<br />to pay Consultant any costs of
<br />collection including reasonable
<br />attorneys' fees and costs if payment
<br />for Services are not made when due.
<br />C. Expert Fee Expenses
<br />If Client requests Consultant to
<br />participate on behalf of Client in
<br />litigation regarding the subject matter
<br />of this Agreement, Client agrees to pay
<br />all of Consultant's expenses arising
<br />therefrom ak the prevailing rate for
<br />Consultant's time plus out-of-pocket
<br />costs and expenses, including
<br />reasonable attorney fees incurred by
<br />Consultant in conjunction with the
<br />participation.
<br />Indemnity & Insurance
<br />A. Indemnity
<br />Consultant shall indemnify and hold
<br />harmless Client against losses,
<br />damages and claims, demands,
<br />actions; costs (including reasonable
<br />attorney fees), and fines of any kind
<br />resulting from any breach of this
<br />Agreement by Consultant, its
<br />employees, agents, subcontractors or
<br />licensees, of their obligation under this
<br />Agreement, or from any negligence or
<br />misconduct by Consultant, its
<br />employees, agents, subcontractors or
<br />licensees, but only for the proportion
<br />of damages which is equal to
<br />Consultant's proportion of the total
<br />fault which directly caused the
<br />damages.
<br />Client shall inderrmify and hold
<br />harmless Consultant against losses,
<br />damages and claims, demands,
<br />actions, costs (including reasonable
<br />attorney fees), and fuses of any kind
<br />resulting from any breach of this
<br />Agreement by Client, its employees,
<br />agents, subcontractors or licensees, of
<br />their obligation under this Agreement,
<br />or from any negligence or misconduct
<br />by Client, its employees, agents,
<br />subcontractors or licensees, but only
<br />for the proportion of damages which is
<br />equal to Client's proportion of the
<br />total fault which directly caused the
<br />damages.
<br />B. Lrntitation of Liabilit~~
<br />EXCEPT AS EXPRESSLY SET
<br />FORTH IN SECTION 1{C) HEREOF,
<br />CONSULTANT DISCLAIMS ALL
<br />WARRANT[ES OF ANY' KIND,
<br />WHETHER EXPRESS OR
<br />IMPLIED, INCLUDING BUT NO"t
<br />LIMITED TO ANY WARRANTY
<br />OF MERCHANTABILITY OR
<br />FITNESS FOR A PARTICUL:4R
<br />PURPOSE. AV NO EVENT SHALL
<br />EITHER CONSULTANT OR
<br />CLIENT BE LIABLE TO THE
<br />OTHER PARTY FOR ANY
<br />INCIDENTAL OR
<br />CONSEQUENTIAL DAMAGES OF
<br />ANY KIND WHETHER FOR
<br />BREACH OF ANY WARRANTY,
<br />FOR BREACH OR REPUDIATION
<br />OF ANY OTHER TERM OR
<br />CONDITION OF THIS
<br />AGREEMENT, FOR NEGL[GENCE
<br />ON THE BASIS OF STRICT
<br />LIABILITY OR OTHERWISE.
<br />C, Fnsurance
<br />{1} Consultant carries coverage and
<br />limits of liability insurance as
<br />follows:
<br />(a) Workers Compensation
<br />with statutory limits.
<br />{b} Employers' Liability with a
<br />minimum policy Iitnit of
<br />$1,000,400,00.
<br />(c} Comprehensive General
<br />Liability with the following
<br />coverage:
<br />i,; Limit $1,400,000.00 per
<br />occurrence
<br />II; $2,000,000.00 gerreral
<br />aggregate
<br />Ill. $2,OOQ000.00 products
<br />completed( operations
<br />aggregate
<br />IY $1,000,000.00 personal
<br />and advc~ctising injury
<br />V. $300,000.00 fire
<br />Damage (any one fire}
<br />VI. $25,000.00 medical
<br />expenses (any one
<br />person}
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