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CONTRACT FOR SERVICES THIS AGREEMENT is entered into on this day of 1998, by and between TerraGraphics Environmental Engineering, Inc., hereinafter called Terra Graphics, and W h, CJ{ Jit,o:;,c(h> , hereinafter called the Client. I Whereas TerraGraphics Environtnental Engineering is being retained by this agreement to perform professional services, the terms and conditions of payment for TerraGraphics' services having been previously agreed, THEREFORE, in exchange for the mutual considerations contained herein, the parties agree as follows: WARRANTY. TerraGraphics Environtnental Engineering, (TerraGraphics) provides services in accordance with generally accepted professional practices in it field of specialty. No other warranty or representation, either express or implied, is included or intended as part of its services, proposals, agreements, or reports. SCOPE AND EXECUTION OF SERVICES. TerraGraphics will diligently proceed with the agreed scope of services and will provide such services in a timely manner. However, the time required for completion of services may vary due to conditions unknown to or beyond the control of TerraGraphics. TerraGraphics makes no warranties regarding the time of completion of its duties under this contract, and will not be responsible for any damages, consequential or otherwise, caused by delay in the completion of its services. TerraGraphics shall not be considered in default in performance of its obligations where performance of any obligation is prevented or delayed by any cause which is beyond its reasonable control. In the event that the Client requests termination of services prior to completion, TerraGraphics reserves the right to complete such analysis and records as may be necessary to place its files in order and where considered necessary to protect its professional reputation, to complete a report on the work performed to date of termination. A termination charge of up to 30 percent of charges incurred to date of notice of termination by the Client may be made at the discretion of TerraGraphics. TER'\1S OF PAYMENT. Invoices will be submitted and shall be due and payable upon receipt. A late payment charge at the maximum legal rate or 18% per annum, whichever amount is greater, will be payable on any amount not paid within 30 days of invoice date, payment thereafter to be applied first to accrued late payment charges and then to the principal unpaid amount. TerraGraphics may, at its option, withhold delivery of reports and any other data pending receipt of payment for all services rendered. SAJVIPLES. TerraGraphics will provide temporary storage of soil, rock, water, and other samples needed for analysis for up to 60 days. Client will remain responsible for long-term storage (if needed) and disposal of its samples. D: \DATA\ WPWIN60\ESA \contract.doc\Page 1 98-46 ---PAGE BREAK--- RIGHT OF ENTRY. Client will furnish right of entry for TerraGraphics to make borings or excavate test pits, take samples, and/or perform necessary work within the boundaries of the work area. TerraGraphics will operate with reasonable care to minimize damage to property; however, some damage is frequently unavoidable and the cost of repair or remedy of such damage is not included in TerraGraphics' fee unless otherwise stated. SUBSURFACE OBSTRUCTIONS. Client shall be responsible for designating the location of all utility lines and other subsurface obstructions within the boundaries of the work area. TerraGraphics may assist Client in obtaining locator services to help Client in making such identification. Client will indemnify and hold TerraGraphics hannless against any damages, loss, or liability arising out of or connected with the accuracy or inaccuracy of underground obstructions identification, excepting that which arises from the active negligence of Terra Graphics. In every instance Client will remain responsible for the identification of underground obstructions. LIMITATION OF LIABILITY. To the fullest extent permitted by law, Client agrees to limit the liability of TerraGraphics, its officers, shareholders and employees, for any acts, errors or omissions or breaches of contract to the amount of Terra Graphics' fee. In no event shall TerraGraphics be liable for any indirect, special or consequential loss or damage, and Client shall indemnify and hold TerraGraphics harmless against any such loss or damage or liability. Failure of Client to give written notice to TerraGraphics of any such claim of negligent act, error or omission within one year after completion of the service to be performed hereunder shall constitute a waiver of said claim by Client. INDEMNIFICATION. Subject to the limitation of liability above and the second sentence hereof, each party shall indemnify the other from third-party claims arising out of the negligence of the indemnifying party to the extent that such loss or expense is caused by that party's negligence. In addition, Client agrees to indemnify, defend and hold TerraGraphics hannless from any loss, cost, damage or expense (including attorney's fees), arising out of or in connection with TerraGraphics' performance for any resulting enviromnental pollution or contamination except to the extent such pollution or contamination is newly caused or created by the active negligence or willful misconduct of Terra Graphics. JOB SITE. Where the scope of services calls for construction related activities, Client agrees that the construction contractor will be required by Client to assume sole and complete responsibility for job site conditions during the course of construction of the project, including safety of persons and property. Client further agrees to defend, indemnify and hold TerraGraphics harmless from any and all liability in connection with the performance of construction-related services on this project, excepting liability arising directly from the sole professional negligence of TerraGraphics. NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries of this agreement between Client and TerraGraphics and no third party shall be entitled to rely upon any work performed or reports prepared by TerraGraphics hereunder for any purpose whatsoever. Client D:\DATA \WPWIN60\ESA\conrract.doc\Page 2 ---PAGE BREAK--- shall indemnify and hold TerraGraphics harmless against any liability to any third party for any loss, expenses, or damages arising out of or in connection with reliance by any such third party on any work performed or reports issued by TerraGraphics hereunder. DISPUTES. Any controversy, claim or dispute shall be construed and enforced in accordance with the laws of the state from which TerraGraphics' services are procured. In any legal or arbitration proceedings brought by either party to enforce or interpret any of the terrns or conditions of this Agreement, including the collection of any payments due hereunder, the prevailing party shall be entitled to recover all reasonable costs incurred in defense of the claim, including staff time at current billing rates, court costs, attorney's fees, and other claim-related expenses. OTHER. If TerraGraphics is requested to respond to any mandatory orders for the production of documents or witnesses on Client's behalf regarding work performed by TerraGraphics, Client agrees to pay all costs incurred by TerraGraphics not reimbursed by others in responding to such order, including staff time at current billing rates and reproduction expenses. These General Terms and Conditions shall be used in combination with a Professional Service Agreement, proposal, purchase order or contract. These combined documents shall be the entire Agreement and shall supersede any other agreements written or oral, between Client and TerraGraphics relating to such matter. In case of conflict or inconsistency between these General Terms and Conditions and any other contract documents (excepting payment provisions), these General Terms and conditions shall control. If any provisions of the separate or combined documents is or becomes legally unenforceable, the document(s) shall remain in effect to the extent permitted by law. The terms and conditions of this document, taken as a whole, shall be null and void at TerraGraphics option if Client has not signed and returned a copy of the entire Agreement of TerraGraphics within sixty (60) days of the date hereof. TerraGraphics Environmental Engineering 121 S. Jackson Moscow, ID 83843 By: Date: _ Title: _ Client: D:\DATA\ WPWIN60\ESA\comraccdoc\Page 3