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AYRES ASSOCIATES
<br />CONTRACT TERMS AND CONDITIONS
<br />1. Performance of Services: Consultant shall perform the services outlined in its proposal to Owner in
<br />consideration of the stated fee and payment terms.
<br />2. Billing and Payment: Invoices for Consultant's services shall be submitted to Owner on a monthly basis.
<br />Invoices shall be due and payable within 30 days from date of invoice. If any invoice is not paid within 30 days,
<br />Consultant may, without waiving any claim or right against Owner, and without liability whatsoever to Owner,
<br />suspended or terminate the performance of services. Accounts unpaid 30 days after the invoice date will be
<br />subject to a monthly service charge of 1.5% on the unpaid balance, or the maximum rate of interest permitted
<br />by law, if less. The amount of any excise, value-added, gross receipts, or sales taxes that may be imposed on
<br />payments shall be added to Consultant's compensation. No deductions or offsets shall be made from
<br />Consultant's compensation or expenses on account of any setoffs or back charges.
<br />3. Access to Site: Owner shall furnish right-of--entry on the project site for Consultant and, if the site is not
<br />owned by Owner, warrants that permission has been granted to make planned explorations pursuant to the
<br />scope of services. Consultant will take reasonable precautions to minimize damage to the site from use of
<br />equipment, but has not included costs for restoration of damage that may result and shall not be responsible for
<br />such costs.
<br />4. Location of Utilities: Consultant shall use reasonable means to identify the location of buried utilities in the
<br />areas of subsurface exploration and shall take reasonable precautions to avoid any damage to the utilities
<br />noted. However, Owner agrees to indemnify and defend Consultant in the event of damage or injury arising
<br />from damage to or interference with subsurface structures or utilities which result from inaccuracies in
<br />information or instructions which have been furnished to Consultant by others.
<br />5. Hazardous Materials: In the event that unanticipated potentially hazardous materials are encountered
<br />during the course of the project, Owner agrees to negotiate a revision to the scope of services, time schedule,
<br />fee, and contract terms and conditions. If a mutually satisfactory agreement cannot be reached between both
<br />parties, the contract shall be terminated and Owner agrees to pay Consultant for all services rendered,
<br />including reasonable termination expenses.
<br />6. Insurance: Consultant shall maintain Workers' Compensation, General Liability, and Automobile Liability
<br />Insurance during its services for Owner. Consultant shall furnish a Certificate of Insurance to Owner upon
<br />written request. Owner agrees that Consultant shall not be liable or responsible to Owner for any loss,
<br />damage, or liability beyond the amounts, limits, exclusions, and conditions of such insurance.
<br />7. Limitation of Professional Liability: Owner agrees to limit Consultant's professional liability to an amount
<br />of $50,000 or Consultant's fee, whichever is greater. In the event that Owner does not wish to limit
<br />Consultant's professional liability to this sum, Consultant agrees to raise the limitation of liability to a sum not to
<br />exceed $1,000,000 for increased consideration of ten percent (10%) of the total fee or $500, whichever is
<br />greater, upon receiving Owner's written request prior to the start of Consultant's services.
<br />8.Opinions of Probable Costs: Consultant's opinions of probable project costs are made on the basis of
<br />Consultant's experience, qualifications and judgment; but Consultant cannot and does not guarantee that
<br />actual project costs will not vary from opinions of probable cost.
<br />9. Construction Review: Consultant does not accept responsibility for the design of a construction project
<br />unless the Consultant's contract includes review of the contractor's shop drawings, product data, and other
<br />documents, and includes site visits during construction in order to ascertain that, in general, the work is being
<br />performed in accordance with the construction contract documents.
<br />10. Construction Observation: On request, Consultant shall provide personnel to observe construction in
<br />order to ascertain that, in general, the work is being performed in accordance with the construction contract
<br />documents. This construction observation shall not make Consultant a guarantor of the contractor's work. The
<br />contractor shall continue to be responsible for the accuracy and adequacy of all construction performed. In
<br />accordance with generally accepted practice, the contractor will be solely responsible for the methods of
<br />construction, direction of personnel, control of machinery, and falsework, scaffolding, and other temporary
<br />construction aids. In addition, all matters related to safety in, on, or about the construction site shall be under
<br />the direction and control of the contractor and Consultant shall have no responsibility in that regard. Consultant
<br />shall not be required to verify any part of the work performed unless measurements, readings, and
<br />observations of that part of the construction are made by Consultant's personnel.
<br />11. Standard of Performance: The standard of care for all professional services performed or furnished by
<br />Consultant under this contract will be the care and skill ordinarily used by members of the subject profession
<br />practicing under similar circumstances at the same time and in the same locality. Consultant does not make
<br />any warranty or guarantee, expressed or implied, nor is this contract subject to the provisions of any uniform
<br />commercial code. Similarly, Consultant will not accept those terms and conditions offered by Owner in its
<br />purchase order, requisition, or notice of authorization to proceed, except as set forth herein or expressly agreed
<br />to in writing. Written acknowledgement of receipt or the actual performance of services subsequent to receipt
<br />Contract Terms and Conditions
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