PSA -Conduct Water Works Semiannual Groundwater Sampling and Reporting - EnviroSolutions

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ENVIROSOLUTIONS, INCORPORATED GENERAL TERMS AND CONDITIONS I. SCOPE OF WORK EnviroSolutions, Incorporated (EnviroSolutions) shall perform the services defined in this contract and shall invoice the Client for those rates shown on the attached fee schedules. Any estimate of cost to the Client as stated in this contract shall notbe considered as a fixed price, but only an estimate (unless otherwise specifically stated in this contract). EnviroSolutions will provide additionalservices under this contract as requested by the Client and invoice the Client for those additional services at the listed standard rates. The prices shown will be valid for ninety (90) days unless otherwise stated in the proposal. II. RIGHT OF ENTRY The Client will provide for right of entry of EnviroSolutions personnel and all necessary equipment to theproject site or sites, in order to complete the work. III. INVOICES EnviroSolutions will submit invoices to Client as final bill upon completion of services. Invoices will show charges as detailed on the enclosed project cost estimate. Standard invoicing occurs at monthly intervals. Should the duration of the project exceed one month, the dollar amount invoiced will reflect the percentage of the scope of work completed. No work will be completed beyond the scope of work outlined in the project proposal without authorization from the client. Any charges associated with work completed beyond the scope of work outlined in the proposal will be invoiced as a separate charge to the Client, accompanied by documentation of Client approval. There shall be noretainage, unless otherwise agreed upon in the contract. Payment is due within (35) days after the receipt of invoice and interest charges will start thirty (30) days from invoice date. Any reasonable attorney's fees, collection fees or other costs incurred in collecting any non-disputed delinquent amount shall be paid by Client. The Client agrees to pay EnviroSolutions for its services in accordance with the above agreement, regardless of whether or not he has been paid by his Client. IV. OWNERSHIP OF DOCUMENTS All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents preparedby EnviroSolutions, as instruments of service, shall remain the property of EnviroSolutions. Client agrees that all reports and other work furnished to the Client or his agents, which are not paid for, will be returned upon demand and will not be used by the Client for any purpose whatsoever. EnviroSolutions will retain all pertinent records relating to theservices performed for a period of five years following submission of the report, during which period the records will be made availableto the Client at all reasonable times. V. DISPUTES In the event that a dispute should arise relating to the performance of the services to be provided under this Agreement, and should that dispute result in litigation, it is agreed that the prevailing party shall be entitled to recover all reasonable costs incurred in the defense of the claim, including staff time, court costs, attorneys fees and other claim related expenses. VI. STANDARD OF CARE Services performed by EnviroSolutions under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. No other warranty, express or implied, is made. VII. TERMINATION This Agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms herein. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. In the event of termination, EnviroSolutions shall be paid for services performed to the termination date plus reasonable expenses to demobilize. In the event of termination, or suspension for more than three (3) months, prior to completion of all reports contemplated bythis Agreement, EnviroSolutions may complete such analysis and records as are necessary to complete a report on the services performed to date of notice of termination or suspension. The expenses of termination or suspension shall include all direct costs of EnviroSolutions in completing such analysis, records and reports. VIII. ASSIGNS Neither the Client nor EnviroSolutions may delegate, assign, sublet or transfer its duties or interest in this Agreement without the written consent of the other party. Furthermore, this agreement contains each and every agreement and understanding between the parties relating to its subject matter. It may not be altered or amended except in writing and signed by both the Client and EnviroSolutions. IX. CONFLICTS Should any element of the Terms and Conditions be deemed in conflict with any element of the contract referenced above, unless the contract clearly voids the conflicting element in the Terms and Conditions, wording of the Terms and Conditions shall govern.Any element of this agreement later held to violate a law or regulation shall be deemed void, but all remaining provisions shall continue in force.