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<br /> GENERAL CONDITIONS
<br /> GeoDesign, Inc. strives to meet the needs of each client, and to develop and maintain long-term relationships based upon open
<br /> communication, mutual trust, and respect. We believe that the achievement of an appropriate level of partnering and risk sharing on each
<br /> assignment is necessary toward that end. Ultimately, this provides a significant level of protection for each client. The following general
<br /> conditions have been developed with this in mind.
<br /> INTEGRATION
<br /> The Agreement letter together with the General Conditions comprise the entire agreement between the parties. This Agreement may not be
<br /> changed without the prior written consent of 311 parties to the Agreement. There are no terms or conditions that are not expressed in this
<br /> Agreement.
<br /> STANDARD OF CARE
<br /> GeoDesign, Inc. will perform its professional services in accordance with that degree of care and skill ordinarily exercised by similarly
<br /> qualified geoscience professionals currently practicing in this area under similar conditions. No warranties or representations are expressed
<br /> or implied.
<br /> CLIENT FURNISHED INFORMATION AND OBLIGATIONS
<br /> The Client is responsible to provide to GeoDesign, Inc. a description of the property, its location, the locations of any underground utilities,
<br /> facilities, or structures on or adjacent to the property that could impact our work, as well as the nature and location of any known or
<br /> suspected hazardous materials that may exist on the property. The Client agrees to defend and hold GeoDesign, Inc., its owners, employees,
<br /> subcontractors, and agents harmless from any damage to subterranean structures known by client to exist that are not specifically identified
<br /> to GeoDeslgn, Inc Client agrees that any hazardous materials, including asbestos, present at the work site prior to and during the
<br /> performance of this Agreement were not generated, transported, stored, or disposed by GeoDesign, Inc.
<br /> SITE ACCESS/RIGHT OF ENTRY
<br /> The Client must advise GeoDesign, Inc, prior to commencement of our services of any special requirements for site entry, work permits,
<br /> security clearances, licenses, or any other required permissions. If the property is not owned by the Client, the Client shall obtain written
<br /> permission for right-of-entry for the purpose of accomplishing our services.
<br /> SURFACE AND SUBSl/RFACE DISTURBANCE
<br /> GeoDesign, Inc. will take reasonable precautions to minimize surface and subsurface disturbance. In the normal course of exploratory work
<br /> some surface disturbance may occur, the restoration of which is not part of this Agreement, unless specifically provided in the scope of
<br /> services and budget.
<br /> UNANTICIPATED CONDITIONS OR HAZARDOUS MATERL4LS
<br /> Subsurface conditions may vary from those encountered at the locations where surveys or explorations are made by GeoDesign, Inc. Because
<br /> the data, interpretations, and recommendations of GeoDesign, Inc are based solely on the information available to GeoDesign, Inc.,
<br /> limitations on available data will result in some level of uncertainty, and therefore risk, with respell to the Interpretation of environmental,
<br /> geological, and geotechnical conditions, despite the use of due professional care. The discovery of unanticipated conditions or hazardous
<br /> materials constitutes a changed condition mandating an appropriate re-negotiation of the scope of services and budget or termination of
<br /> services. The discovery of unanticipated hazardous materials also may make it necessary for GeoDesign, Inc, to take immediate measures to
<br /> address health and safety. GeoDesign, Inc shall notify Client as soon as practically possible should hazardous materials be encountered.
<br /> Client agrees to compensate GeoDesign, inc. for the additional cost of services necessary to protect the health and safety of the public and
<br /> GeoDesign, Int.'s employees.
<br /> INDEMNfFICATION
<br /> To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless GeoDesign, Inc., its owners, employees,
<br /> subcontractors, and agents from any and all liability, loss, costs, damage, or expenses (including attorneys' fees and costs) arising out of or
<br /> in connection with GeoDesign, Ines reports or recommendations concerning this Agreement, GeoDesign, Int.'s presence on the project
<br /> property, or the presence, release, or threatened release of asbestos, hazardous substances, or pollutants on or from the project property.
<br /> This indemnification will not apply to claims, damages, losses, or expenses to the extent that they are caused by negligent acts by
<br /> GeoDesign, Inc. under this Agreement or if new pollutants are introduced solely by GeoDesign.
<br /> The Client agrees that GeoDesign, Inc. will have no liability for any claim regarding bodily injury or property damage alleged to arise from or
<br /> be caused by the presence of or exposure to any Biological Pollutants in or around any structure. Client further agrees to indemnify and hold
<br /> GeoDesign, Inc. harmless from third party claims for damages arising from the presence of or exposure to any Biological Pollutants, except
<br /> for damages arising from or caused by GeoDesign Int.'s sole negligence. The term "Biological Pollutants" includes, but is not limited to,
<br /> molds, fungi, spores, bacteria, and viruses, and the byproducts of any such biological organisms.
<br /> REPORTING OF HAZARDOUS SUBSTANCE RELEASES
<br /> The Client is responsible for reporting releases of hazardous substances when such reports are required by government agencies. The Client
<br /> agrees to defend and hold GeoDesign, Inc. harmless for government or other third parry action taken from Client's failure to comply with
<br /> hazardous substance release reporting requirements.
<br /> JOB SITE CONDUCT AND SAFETY
<br /> GeoDesign, Inc will be responsible for iu professional activities on the job site. This will not relieve the Client, Owner, or construction
<br /> contractors of their obligation to maintain a safe job site. Neither GeoDesign, Int.'s professional activities nor the presence of its employees
<br /> or subcontractors shall be construed to imply responsibility for job site safety.
<br /> CONSTRUCTION AND REMEDIATiON MONITORING
<br /> The Client understands that the recommendations for construction or remediation presented in GeoDesign, Int.'s reports are based on
<br /> interpretations of variable subsurface conditions. In order to validate its assumptions, GeoDesign, Inc needs to be present during
<br /> construttion or remediation. Therefore, this Agreement should include pretonstruction plan review and construction/remediation
<br /> monitoring services by GeoDesign, Inc., if construction will be part of the project. If not allowed to provide pre-construction plan review and
<br /> construction/remediation monitoring services, GeoDesign, Inc. will assume no liability for the accuracy of its preliminary assumptions and
<br /> recommendations. GeoDesign, Int.'s actions shall not be construed as altering any Agreement between the Client and others. Only the
<br /> Client has the right to reject or stop work of any of the Client's agents. GeoDesign, Int.'s presence on site does not in any way guarantee the
<br /> completion, quality or performance of the work of any party retained by the Client to provide field or construction/remediation related
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