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STRATA, INC. GENERAL CONDITIONS FOR GEOTECHNICAL ENGINEERING SERVICES SCOPE OF SERVICES. STRATA shall perform the scope of services detailed in the proposal attached to these general conditions. This agreement may be amended in writing with the consent of both parties. It is possible for us to provide a more or less comprehensive evaluation of the project which would increase or decrease our fees. You have reviewed our scope of services and agree that it is reasonable for your project. STANDARD OF PERFORMANCE. STRATA shall perform the services consistent with the degree of skill and care ordinarily exercised by other professional geotechnical engineers currently working in this area and under similar circumstances at the time the services are performed. CLIENT RESPONSIBILITIES. In addition to payment for the services performed under this agreement, you agree to provide: 111 a description of the project; 121 a location and description of the property; 131 access to the property; and 141 the specific location of any underground utilities and structures or hazardous materials. If you do not own the property, you agree to provide written authorization from the current property owner for us to access the property and complete our scope of services. We are not responsible for damage to underground utilities or structures which were not identified prior to our beginning work. INVOICES AND PAYMENT. STRATA will invoice for services in accordance with the terms of the attached proposal or on a basis. All invoices are due on receipt. Invoices that are not paid within thirty (30) days will be assessed a late penalty of 1.5% per month. Delinquent accounts will also be responsible for all costs and legal fees incurred during collection efforts. We reserve the right to stop work and terminate this agreement if our invoices are not paid. CHANGED CONDITIONS. If during the course of our work we discover conditions or circumstances which were not anticipated and were not contemplated by us at the commencement of this agreement, we will notify you in writing of the newly discovered conditions or circumstances. You agree to re negotiate the terms and conditions of this agreement with us in good faith to account for the changed conditions. If we cannot agree on a revised scope of services and associated fee, either party may terminate this agreement as set forth in the Termination and Suspension portion of this agreement. HAZARDOUS MATERIALS. You understand that our services under this agreement are limited to geotechnical engineering. STRATA is not responsible for locating, identifying, evaluating, treating or otherwise dealing with hazardous materials. You are solely responsible for notifying all appropriate governmental agencies and the potentially affected public of the existence of any hazardous materials located on the project site. If hazardous materials are discovered, changed conditions exist, and shall be handled as described in the previous paragraph. It may be necessary for us to take immediate action to protect the health and safety of the public and our employees if hazardous materials are encountered. You agree to reimburse our reasonable costs and fees for such an occurrence. You agree to waive any claim against STRATA, and to indemnify, defend and hold STRATA harmless from any claim or liability arising from our encountering unanticipated hazardous materials. CERTIFICATIONS. STRATA shall not be required to execute any certification with regard to our work unless the exact form of such certification has been approved by STRATA, in writing, prior to execution of this agreement. Any certification shall be limited to an expression of professional opinion based upon the service performed by us, and does not constitute a warrantee or guarantee, either expressed or implied. SAMPLES. If in-house laboratory testing services are provided by us, we will preserve the unused or remnant samples for 60 days after we issue the results of the testing. You are responsible for the removal and lawful disposal of contaminated samples and hazardous substances, unless we agree otherwise in writing. Initials PM-0620 - East End of White Avenue Page 1 ot 2 98-47 ---PAGE BREAK--- RELATIONSHIP OF THE PAR" We will perform our services as ar ependent contractor with our employees under our sole dis'" ction and control. We will have the full ower and authority to select the means, manner and method of completing our services for individual jobs without detail, control, or direction. We may subcontract for the services of others without obtaining your consent where we deem it necessary or desirable to complete our scope of services. SITE DISTURBANCE. In the normal course of our exploratory work, we may cause some surface and subsurface disturbance. We will take reasonable care to help decrease the disturbance to the property. Restoration of the property is not included in our scope of services unless specifically included in the proposal. OWNERSHIP AND TRANSFER OF DOCUMENTS. The documents that you provide to us will remain your property. All documents and information obtained or prepared by us in connection with the performance of our scope of services are our property and we reserve the right use the documents for any purpose and to dispose of or retain the documents. All documents are prepared solely for your use reasonably connected with this project. The documents shall not be provided to any other person or entity without our express written authorization. If you provide the documents to other persons or entities without our written consent you shall defend, indemnify and hold harmless STRATA from and against any action or proceeding brought by any person or entity claiming to rely upon the documents. LIMITATION OF LIABILITY. STRATA agrees to indemnify and hold you harmless from and against any and all claims, suits, liability, damages, injunctive or equitable relief, expenses, including attorneys' fees or other loss to the extent caused by STRATA's negligent performance of its services under this agreement. You agree to limit STRATA's total cumulative liability to you and all third parties arising from our professional acts, errors or omissions, such that the total aggregate liability of STRATA, including but not limited to attorney's fees and costs, shall not exceed the greater of $50,000 or STRATA's total fee for the services rendered on this project. You further agree to require of the contractor and his subcontractors or other third parties an identical limitation of our liability for damages suffered by the contractor, subcontractor or any third party arising from our professional acts, errors or omissions. If you do not so obtain such identical limitation of STRATA's liability, you shall indemnify, defend and hold STRATA, harmless from any claim or liability which may arise as a result of such failure. The indemnity obligations and the limitations of liability established under this agreement shall survive the expiration or termination of this agreement. If STRATA provides services, but which the parties do not confirm through execution of an amendment to this agreement, the obligations of the parties to indemnify and the limitations on liability established under this agreement shall apply to such services as if an amendment had been executed by the parties. TERMINATION AND SUSPENSION. You or STRATA may terminate or suspend this agreement upon seven days written notice delivered personally or by certified mail to the other party. In the event of termination, other than caused by a material breach of this agreement by STRATA, you shall pay for our services performed prior to the termination notice date, and for any necessary services and expenses incurred in connection with the termination of the project. We shall not be liable to you for any failure or delay in performance due to circumstances reasonably beyond our control. DISPUTES. All disputes between us shall be subject to non-binding mediation prior to any litigation. The mediation shall be administered by the American Arbitration Association in accordance with their most recent Construction Mediation Rules, or by such other person or organization as we may agree upon. We will share equally the costs of mediation. If any action or proceeding is commenced to interpret, enforce, reform or nullify any of the terms of this agreement, or to seek damages for the breach of any of ·rts provisions, the prevailing party shall be awarded reasonable attorney's fees, costs and expenses. INTEGRATION AND SEVERABILITY. The attached proposal and these general conditions reflect the entire agreement between us. If any portion of the agreement is found to be void, such portion shall be stricken and the agreement shall be reformed to s ly approximate the stricken portions as the law allows. The laws of the State of Idaho will vern rs a eement. /1 . PM-0620 - East End of White Avenue Page 2 of 2