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These Gene into the fc constitute tl by Weaver shall remai Proposal. Terns and Conditions are incorporated by reference ;oing Proposal and shall along with the Proposal Agreement under which services are to be performed as Consultants, LLC ( WBC) for Client. The Proposal valid for 90 days unless othenvise stated in the a. It is u hderstood that the scope of services and time schedule clefined in the Proposal are based on the information provided by Client and certain assumptions. If this information is incomplete or inaccurate. or if unexpected site conditions are discovered, the scope of services may change, even as the nvork is in piogress. b. The scope of services shall include all services provided by WBC in its discretion, which are reasonably necessary and appropriate for the effective and prompt fulfillment of WBC'S obligations under the Agreement and all services shall be subject to the provisions of the Agreement, including these GenerE I Terms and Conditions and any Supplemental Terms or Conditions incorporated herein. All such services provided shall invoiced and paid for in accordance with Section 3 below. C. All ad itional or subsequent work performed for client, shall be subject[ to these Genernl Terns and Conditions. unless oiherw se superseded or modified by mutual agreement of WBC And Client. SECT ON : CLIENTDISCLOSURES n. It shall be the ditty of the Client before and during the project to promptly notify WBC ol•any known or suspected hazardous substances which are or may be related to the services to be provided. Such hazardous substances shall include but not be limited to any substance which posed or may pose a present or potenti I httwrd to human health or the environment. whether contained in product, material, by- product, waste or sample and whether it exists in a solid, liquid, semisolid or gaseous form. b. Following any disclosure as set forth in the preceding panigreph, or if an), hazardous substances are discovered or reason bly suspected by WBC alter its services are undertaken. and which substantially change the costs and risks of the projectl then WBC mny, at its discretion. discontinue its c. Client shall notify WBC of potential health hazards or nuisances which might arise out of the work by WBC and its contra ors and /or subcontractors (hereinafter referred to as subcon ractors), and thereafter WBC shall take necessary and reason ble measures to protect its employees against such possiblu health hazards or nuisances. The reasonable direct costs o such measures shall be borne by die Client. d. The CI eat shall notifv WBC of any other conditions, of which Client is or should reasonably be aware oC which might signifi Or affect the efficiency or safety of work of WBC. a. Unless otherwise specifically provided in die Agreement, billings will be based on the fee schedule reterenced in the propos I. WBC shall submit invoices monthly for services perforn ed and expenses incurred and not previously billed on tiny pre ions invoice. Payment is clue upon receipt. WEAVER BOOS CONSULTANTS, LLC General Terms and Conditions Version 2006 -AI Pagel of 3 b. The Client shall provide WBC with a clear written statement within fifteen (15) days after receipt of the invoice of any objections to the invoice or any portion or element thereof. Failure to provide such a written statement sha11 constitute acceptance of the invoice as submitted. Only the disputed sums may be withheld from payment. Further, WBC and Client agree to promptly address and resolve invoice disputes. c. The Client's obligation to pay for the services performed under this Agreement is in no way contingent upon other events; including but not limited to Client's ability to obtain financing, zoning, approval of governmental or regulatory agencies, final adjudication of n lawsuit in which WBC is not involved, complete a transaction or success8dly complete the project. No deduction shall be made from any invoice on account of penalty, liquidated damages or other sums withheld from payment to WBC. d. If timely payments are not received, then WBC may commence collection activities. It is agreed that all expenses incurred by WBC in obtaining liens. obtaining judgments or collecting any amounts due under the Agreement including the time of WBC employees. at full billing rates. all associated costs. and reasonable attorney's fees shall be recoverable from the Client. SECTION 4: RIGHT OF ACCTSS a. If services to be provided under this Agreement require the agents, employees. or subcontractors of WBC to enter onto the Project site. Client shall provide timely right of access to [lie site to WBC. its employees, agents and subcontractors, to conduct the planned field observations and services. WBC shall take reasonable precaution to reduce damage to the site due to its operntions. but is not responsible for the cost of restoration for any damage resulting from its operations, unless otherwise provided for in the Proposal. SECTION $: SAMPLING OR TEST LOCATION a. If the scope of services includes performance of soil borings, or other subsurface excavations by WBC, it is understood that the Client will furnish WBC with a diagram indicating the location and boundaries of [lie site. and all subsurface structures and utilities. WBC reserves the right to deviate a reasonable distance from the proposed boring location(s). Client recognizes that drilling equipment is large and heavy and understands the risk of site damage. At Client's request and cost. WBC will restore the site to the conditions existing prior to WBC operations if practicable, WBC shall not be liable for dtunage or injury to or resulting from damnge to subterranean structures (pipes. tanks. cables. wires or other utilities and subsurface structures, etc.) which are not called to WBC's attention in writing and correctly shown on the dingram(s) furnished or correctly marked at the site, b. Unless otherwise stated, the tees in this proposal do not include costs associated with surveying of the site for the accurate horizontal and vertical locations of tests. Field tests or boring locations described in our report or shown on sketches are based upon infomation furnished by others and/or estimates made in the Field by our representatives. Such dimension and elevations should be considered as approximations unless otherwise stated. C. This agreement may be terminated if site conditions prevent soil borings or other subsurface excavations by WBC nt or near the designated locations. because of either obstructions or