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WEAVER CONSULTANTS GROUP NORTH CENTRAL, LLC
<br />General Terms and Conditions
<br />Version 2009-A1
<br />Page 1 of 4
<br />These General Terms and Conditions are incorporated by reference
<br />into the foregoing Proposal and shall along with the Proposal
<br />constitute the agreement (the "Agreement") under which services
<br />are to be performed by Weaver Consultants Group North Central,
<br />LLC (WCG) for Client. Unless timely accepted without reservation
<br />or change by Client, the Proposal shall remain valid for 90 days
<br />after which time it shall expire and been deemed revoked.
<br />I
<br />a. It is understood that the scope of services and time schedule
<br />defined in the Proposal are based on the information provided
<br />by Client and certain assumptions based upon WCG's
<br />experience and Client's representations. If this information is
<br />incomplete or inaccurate, or if unexpected site conditions are
<br />discovered, the scope of services and time schedule may
<br />change, even as the work Is in progress.
<br />b. The scope of services shall include all services provided by
<br />WCG in its discretion, which are reasonably necessary and
<br />appropriate for the effective and prompt fulfillment of WCG'S
<br />obligations under the Agreement and all services shall be
<br />subject to the provisions of the Agreement, including these
<br />General Terms and Conditions and any Supplemental Terms or
<br />Conditions incorporated herein. All such services provided
<br />shall be invoiced and paid for in accordance with Section 3
<br />below.
<br />c. All additional or subsequent work performed for client, shall be
<br />subject to these General Terms and Conditions, unless
<br />otherwise expressly superseded or modified by mutual written
<br />agreement of WCG and Client.
<br />a. It shall be the duty of the Client before and during the project
<br />to promptly notify WCG of any known or suspected hazardous
<br />substances which are or may be related to the services to be
<br />provided. Such hazardous substances shall include but not be
<br />limited to any substance which posed or may pose a present or
<br />potential hazard to human health or the environment, whether
<br />contained in product, material, by-product, waste or sample and
<br />whether it exists in a solid, liquid, semisolid or gaseous form.
<br />b. Following any disclosure as set forth in the preceding
<br />paragraph, or if any hazardous substances are discovered or
<br />reasonably suspected by WCG after its services are undertaken,
<br />and which WCG determines in its discretion substantially
<br />change the costs and risks of the project, then WCG may, at its
<br />discretion, discontinue its services.
<br />c. Client shall timely notify WCG of potential health hazards or
<br />nuisances which might arise out of the work by WCG and its
<br />contractors and/or subcontractors (hereinafter referred to as
<br />subcontractors), and thereafter WCG shall take necessary and
<br />reasonable measures to protect its employees against such
<br />possible health hazards or nuisances. The reasonable direct
<br />costs of such measures shall be bome by the Client.
<br />d. The Client shall notify WCO of any other conditions, of which
<br />Client is or should reasonably be aware of, which might
<br />significantly affect the efficiency or safety of work of WCG.
<br />a. Unless otherwise specifically provided in the Agreement,
<br />billings will be based on the fee schedule referenced in the
<br />proposal. WCG shall submit invoices monthly for services
<br />performed and expenses incurred and not previously billed on
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<br />any previous invoice. Payment is due upon receipt.
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<br />described in this Agreement may be modified on a periodic
<br />basis (typically annually). These modifications will be
<br />incorporated into long term projects, unless otherwise
<br />addressed in the Proposal.
<br />b. The Client shall provide WCG with a clear written statement
<br />within fifteen (15) days after receipt of the invoice of any
<br />objections to the invoice or any portion or element thereof.
<br />Failure to provide such a written statement shall constitute
<br />acceptance of the invoice as submitted. Only reasonably
<br />disputed sums may be withheld from payment. For purposes of
<br />this section, Client may only dispute a charge on the basis that
<br />the related services were not performed, or that they were
<br />performed in a defective manner falling beneath the requisite
<br />standard of care. Further, WCG and Client agree to promptly
<br />meet, address and resolve invoice disputes.
<br />c. The Client's obligation to pay for the services performed under
<br />this Agreement is in no way contingent upon other events;
<br />including but not limited to Client's ability to obtain financing,
<br />zoning, approval of governmental or regulatory agencies, final
<br />adjudication of a lawsuit in which WCG is not involved,
<br />complete a transaction or successfully complete the project.
<br />No deduction shall be made from any invoice on account of
<br />penalty, liquidated damages or other sums withheld from
<br />payment to WCG.
<br />d. If timely payments are not received, then WCG may commence
<br />collection activities. It is agreed that all expenses incurred by
<br />WCG in obtaining liens, obtaining judgments or collecting any
<br />amounts due under the Agreement including the time of WCG
<br />employees, at full billing rates, all associated costs, and
<br />reasonable attorney's fees shall be recoverable from the Client.
<br />a. If services to be provided under this Agreement require the
<br />agents, employees, or subcontractors of WCG to enter onto the
<br />Project site, Client shall provide timely right of access to the
<br />site to WCG, its employees, agents and subcontractors, to
<br />conduct the planned field observations and services. WCG
<br />shall take reasonable precaution to reduce damage to the site
<br />due to its operations, but is not responsible for the cost of
<br />restoration for any damage resulting from its operations, unless
<br />otherwise provided for in the Proposal.
<br />tr. 1' SAMPLING
<br />a. If the scope of services includes performance of soil borings, or
<br />other subsurface excavations by WCG, it is understood that the
<br />Client will furnish WCG with a diagram indicating the location
<br />and boundaries of the site, and all subsurface structures and
<br />utilities. WCG reserves the right to deviate a reasonable
<br />distance from the proposed boring location(s). Client
<br />recognizes that drilling equipment is large and heavy and
<br />understands the risk of site damage. At Client's request and
<br />cost, WCG will restore the site to the conditions existing prior
<br />to WCG operations If practicable. WCG shall not be liable for
<br />damage or injury to or resulting from damage to subterranean
<br />structures (pipes, tanks, cables, wires or other utilities and
<br />subsurface structures, etc.) which are not called to WCG's
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