R2005-0028 02-14-05RESOLUTION NO. R2005-28
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO A CONTRACT WITH PROFESSIONAL SERVICES
INDUSTRIES FOR CONSTRUCTION MATERIALS TESTING SERVICES
ASSOCIATED WITH THE DIXIE FARM ROAD SANITARY SEWER
PROJECT.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain contract by and between the City of Pearland and
Professional Services Industries, a copy of which is attached hereto as Exhibit "A" and
made a part hereof for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest a contract with Professional Services Industries, for
Construction Materials Testing Services associated with Dixie Farm Road Sanitary Sewer
Project.
PASSED, APPROVED and ADOPTED this the 14th day of Feb~'ua~'y
A.D., 2005.
TOM REID
MAYOR
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
Exhibit "A"
Resolution No. 2005-28
CITY OF PEARLAND
STANDARD AGREEMENT
FOR ENGINEERING SERVICES
This Contract (Contract) is made between the City of Pearland, Texas
(hereinafter"City"), and Professional Services Industries, Inc. (PSI) (hereinafter
"Engineer") as follows:
1. Summary of Contract Terms. The following information and referenced documents
shall be a part of this Contract:
Description of Project: Provide construction materials testing and inspection
services for the Dixie Farm Road Sanitary Sewer Improvements.
EngineedSubconsultant(s) Fee Basis of Compensation
PSI $36,478.00 Reimbursable/NTE
Maximum Contract Amount $36,478.00 Reimbursable/NTE
* All financial obligations created by this agreement are between the City and
Engineer, and shall not be construed to be between City and any subconsultant.
Delivery of plans, specifications and estimates: Sixty (60) days from completion of
services.
Attachments: Scope of Services - Exhibit A
Project Schedule - Exhibit B
2. Services and Payment.
Engineer shall perform services within the Standard of Care of the Engineering
profession as follows:
A. Engineer will furnish services to the City in accordance with the terms and
conditions specified in this Contract. Payment for the services of Engineer shall be due
and payable upon submission and approval of a statement for services to City.
Statements for services shall not be submitted more frequently than monthly.
After consultation with the City, the Engineer shall specify the basis of
compensation in the scope of work for the project. The Engineer shall provide adequate
detail of the basis of compensation so that the City can determine the reasonableness
of the fees and have the ability to make reasonable progress payments to the Engineer
based upon work completed at the payment intervals. The Engineer shall subcontract
for all subconsultants, subject to City approval, necessary to complete the scope of
work. The subconsultant's fees and administrative mark-up, if any, shall be included in
the scope of work. Unless otherwise agreed upon, the method of compensation shall
be one of the following methods:
If City fails to make any payment due Engineer for services and expenses within
thirty (30) days after receipt and approval of Engineer's statement for services therefore,
the amounts due Engineer will be increased at the rate of one half percent (1/2%) per
month from said thirtieth (30th) day, and, in addition, Engineer may, after giving seven
(7) days' written notice to City, suspend services under this Contract until Engineer has
been paid in full, all amounts due for services, expenses, and charges.
B. All the Engineer's working drawings, plans, and specifications, if required under
this Contract, shall be sufficiently accurate, detailed, and complete so that competitive
bids for the work can be obtained and the improvements constructed.
C. Approval of the Engineer's work by the City shall not release the Engineer, its
employees, agents, or consultants, from the responsibility and liability for the accuracy
and competency of their designs, working drawings, and specifications, or other
documents and services.
D. Subject to Article 8 herein or as otherwise agreed, the Engineer shall promptly
correct errors in the Engineer's work, including errors discovered after final payment,
without receiving additional compensation.
E. Prior to execution of this agreement, the Engineer shall have prepared a project
schedule identified as an attachment to this agreement. The Project Schedule shall be
submitted in digital and paper form, in the Microsoft Project for Windows format. The
Project Schedule shall contain a complete schedule so that the Engineer's scope of
services under this contract can be accomplished within the specified time and contract
cost. The Project Schedule will provide specific work sequence and definite review
times by the City and the Engineer of the work performed. If the review time should
take longer than shown on the project schedule, through no fault of the Engineer,
additional contract time may be authorized by the City through a supplemental
agreement, if requested by a timely written request from the Engineer and approved by
the City.
3. Term and Termination. This Contract term will begin upon execution and end sixty
days after issuance of the certification of completion of construction by the Engineer.
The City may terminate this Contract at any time during its term by giving written notice
to Engineer. The City shall pay the Engineer for all services rendered to the date of
termination.
4. Modifications. City without invalidating the Contract, may order changes within the
general scope of the work required by the Contract by altering, adding to and/or
deducting from the work to be performed. If any change under this clause causes an
increase or decrease in Engineer's cost of, or the time required for, the performance of
any part of the Services under the Contract, an equitable adjustment will be made by
mutual agreement and the Contract modified in writing accordingly.
(4)
Comprehensive Automobile and Truck Liability Insurance covering owned,
hired, and non-owned vehicles, with minimum limits of $1,000,000 for
injury or death of any one person, $1,000,000 for each occurrence, and
$1,000,000 for property damage.
B. The Engineer shall include the City as an additional insured under the policies,
with the exception of the Professional Liability Insurance and Workers' Compensation.
Certificates of Insurance and endorsements shall be furnished to the City before work
commences. Each insurance policy shall be endorsed to state that coverage shall not
be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30)
days prior written notice by certified mail, return receipt requested, has been given to
the City. Upon request, certified copies of all insurance policies shall be furnished to the
City.
8. Indemnity. Engineer shall indemnify and hold the City, its officers, agents, and
employees, harmless from any claim, loss, damage, suit, and liability of every kind for
which Engineer is legally liable, including all expenses of litigation, court costs, and
attorney's fees, for injury to or death of any person, for damage to any property, or
errors in design, any of which are caused by the negligent act or omission of the
Engineer, his officers, employees, agents, or subcontractors under this contract.
9. Assignment. Engineer shall not assign this Contract without the prior written
consent of the City.
10. Law Governinq and Venue. This Contract shall be governed by the law of the State
of Texas and no lawsuit shall be prosecuted on this Contract except in a court of
competent jurisdiction located in Brazoria County, Texas.
11. Entire Contract. This Contract represents the entire Contract between the City and
the Engineer and supersedes all prior negotiations, representations, or contracts, either
written or oral. This Contract may be amended only by written instrument signed by
both parties. Purchase orders issued under this Agreement shall contain a statement
nullifying additional terms and conditions on the reverse side of the purchase order and
referencing this Agreement.
12. Conflicts in Contract Documents. The above provisions shall govern over any
conflicting provision contained in any referenced contract document specified above.
13. Dispute Resolution Procedures. The Engineer and City desire an expeditious
means to resolve any disputes that may arise between ..th~!~..~:eg.ar..di~..this. Contract. To
accomplish this, the parties agree to mediation as foll°w~i'' 'i'~ a.:disp~j~e'arises Out of or
relates to this Contract, or the breach thereof, and if the. disPute .Cahnot be settled
through negotiation, then the parties agree first to try in good faith, and before bringing
any legal action, to settle the dispute by mediation of a tTiii~l~lS~r[y ~h~6"will 5e'selected
by agreement of the parties.
Info rmafion
BuiM On
Engineering · Consulting · Testing
January 19, 2005
City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Attn: Ms. Jennifer Phan
Proposal for Construction Materials
Testing and Inspection Services
Dixie Farm Road Sanitary Sewer
Improvements RFB 2005-018
Pearland, Texas
PSI Proposal No.: 204-5001 rev. 1
Dear Ms. Phan,
proposal
project.
Professional Service Industries Inc., (PSI), PSI is pleased to submit the following
for providing construction materials testing and inspection services for the referenced
PSI proposes to provide experienced technical personnel to perform testing as requested by
our client in general accordance with the project specifications provided t° PSI by City of Pearland,
and also proposes that the work be accomplished on a unit price basis in accordance with the
attached Schedule of Fees and that the work be performed pursuant to the PSI General Conditions.
Copies of the PSI Schedule of Services and Fees and General Conditions are enclosed herewith and
are incorporated into this proposal. PSI estimates the cost of construction materials testing_to be
approximately: $36,478.00. PSI's fees would be determined by the actual amount of technical time
expended for this project and the amount of laboratory testing performed.
PSI will proceed with the work on the basis of verbal authorization; however, please sign
and return one (1) copy of this proposal intact. PSI can not issue any reports until a signed copy of
the proposal or alternate form of contract is received. When returning the proposal, please complete
the attached Project Data Sheet so that your file can be properly established.
PSI performs a complete range of conStruction materials testing and inspection services. In
addition to those listed in the Schedule of Fees, your project can be provided with the following, if
requested:
Professional Service Industries, Inc. · 1413 West Barbours Cut Blvd. · LaPorte, TX 77571 .'Phone 281/471-2900 · Fax 281/471-2956
City of Pearland
January 19, 2005
PSI Proposal No.:
Page 2 of 8
204-5001 rev. 1
Roofing installation observation, inspection and testing;
Welder qualification and testing;
Structural Steel fabrication and field erection inspection and testing, including non-
destructive testing of welds and tests on high strength bolts;
Physical tests on metals and other construction materials, including pressure and
load testing;
Asbestos inspection, analysis and management;
Environmental site assessments;
Geotechnical drilling and foundation design;
Analytical chemistry.
PSI appreciates the oppommity to offer its services to your project and looks
forward to working with you during the construction phase. You will be contacted within
five days to answer any questions you may have concerning this proposal and the services
that PSI can provide your project.
Respectfully submitted,
Professional Service Industries, Inc.
Reggie Jackson '
Department Manager
Construction Services
Attachments:
Construction Materials Testing Cost Estimate
Schedule of Services & Fees
Project Data Sheet
General Conditions .
AGREED TO THIS
BY:
DAY OF
TITLE:
FIRM:
City of Pearland
PSI Proposal No.: 204-5001
Page 3 of 8
CONSTRUCTION MATERIALS TESTING COST ESTIMATE
Dixie Farm Rd Sanitary Sewer Improvements RFB 2005-018
City of Pearland
I Description of Services
I Quantity I Unit Feel Unit I Total
Utility Backfill 125 LF per day
Sr Engineering Technician, per hr.(6 hrs/day) 576 $38.00 hour $21,888.00
Senior Engineering Technician, OT per hr. 0 $57.00 hour $0.00
Use of Nuclear Gauge, per day 96 $35.00 day $3,360.00
Vehicle Charge, per day 96 $40.00 day $3,840.00
Moisture Density Relationship, ASTM D-698 3 $120.00 each $360.00i
Atterberg Limits 3 $40.00 each $120.00i
Sieve Analysis 3 $40.00 each $120.00
Project Manager 20 $65.00 hour $1,300.00
Sub-total: $30,988.00
Lift Station
Engineering Technician, per hr. 56 $34.00 hour $1,904.00
Engineering Technician OT, per hr. 0 $51.00 hour $0.00
Sr. Engineering Technician, per hr. 32 $38.00 hour $1,216.00
Use of Nuclear Gauge, per day 6 $35.00 da}/ $210.00
Vehicle Charge, per day 12 $40.00 day $480.00
Moisture Density Relationship, Base course 1 $140.00 each $140.00
Asphaltic Concrete - lab testing, (acceSs road) 1 $325.00 each $325.00
Concrete cylinders, each 40 $12.00 each $480.00
Project Manager 7 $105.00 hour $735.00
Sub-total: $5,490.00
Approximate Total Estimated Cost:I $36,478.001
City of Pearland
January 19, 2005
PSI Proposal No.:
Page 4 of 8
204-5001 rev. 1
LaPorte
Professional Service Industries, Inc.
Schedule of Services and Fees * Construction Materials Testing
Effective January 1, 2005
LABORATORY TESTING SERVICES
Concrete and A~re~ates
Laboratory testing of concrete, grout, mortar and lightweight roof fill cylinders, beams
laboratory in accordance with ASTM procedures and project specifications:
a. Concrete Compression Test ................................................................................... Each
b. Reserves Not Tested .............................................................................................. Each
c. Lightweight Concrete Compression Test .............................................................. Each
d. Flexural Strength of Concrete Test (Beams) ......................................................... Each
e. Concrete Tensile Strength Each
f. Compressive Strength of Cubes ............................................................................. Each
g. Grout Prisms ........................................................................................................... Each
Sieve Analysis of Aggregates ....................................................................................... Each
Abrasion Test of Aggregates by Los Angeles Machine .............................................. Each
Density of Lightweight Concrete Cylinders ................................................................. Each
Testing of Aggregates for Mix Design (Absorption,
Specific Gravity, Unit Weight) ..................................................................................
Proportioning and Preparation of Concrete Mix Design
(Cylinders and Sampling of Materials Extra) ............................................................
Concrete Mix Design Review for Compliance to ACI
or ASTM Standards .................................................................................................... Each
Preparation and Testing of Cores ................................................................................. Each
Soils
Moisture/Density Relationship of Soil (Proctor Test):
a. ASTM D-698 & D-1557, Method B ..................................................................... Each
b. ASTM D-698 & D-1557, Method C ..................................................................... Each
c. Relative Density Determination ............................................................................ Each
d. M-D Relation. Lime & Cement ......................................................... Each
Atterberg Limits Determination (PI) ............................................................................ Each
Grain Size Analysis, Mechanical & Hydrometer ......................................................... Each
Material Finer Than #200 Sieve ................................................................................... Each
Bearing Ratio Test (CBR), ASTM D-1883
(Does not include moisture/density relationship) ....................................................... Each
Permeability Test!
a. Falling Head ........................................................................................................... Each
b. Constant Head ....................................................................................................... Each
c. Remolded Sample .................................................................................................. Each
Organic Content. ........................................................................................................... Each
Asphaltic Concrete Testinl~,
a. Molding Specimens O Specimens) ....................................................................... Per Set
b. Density (3 Specimens) ........................................................................................... Per Set
e. Stability O Specimens) .......................................................................................... Per Set
d. Extraction and Gradation ...................................................................................... Each
e. Theoretical Specific Gravity .................................................................................. Each
f. Asphalt Testing, Per Sample ............................................................ Each
and cubes
Per Series
Per Point
delivered to our
$ 12.00
$ 12.00
$ 14.50
$ 18.00
$ 16.00
$ 14.50
$ 20.00
$ 37.00
$ 120.75
$ 16.00
$ 79.00
$ 157.50
$ 115.50
$ 35.00
$ 120.00
$ 140.00
$ 157.50
$ 135.00
$ 40.00
$ 126.00
$ 40.00
$ 157.50
$ 126.00
$ 153.00
$ 52.50
$ 40.00
$ 45.00
$ 45.00
$ 65.00
$ 95.00
$ 75.00
$ 325.00
City of Pearland
January 19, 2005
PSI Proposal No.:
Page 5 of 8
204-5001 rev. 1
Thickness Determination of Asphaltic Concrete Cores ...............................................
Density Determination of Asphaltic Concrete Cores ...................................................
Each
Each
10.00
10.00
Other Items
Compressive Strength of Soil Cemem or Mortar .........................................................
(Plus Technician Time for Sample Preparation)
Density Determination - Soil Cement ..........................................................................
Absorption and Saturation - Facia Brick ......................................................................
Compressive S~ength - Facia Brick .............................................................................
Compressive $~ength of Masonry Prisms ...................................................................
Each
Each
Set of 5
Set of 5
Each
$ 50.00
$ 7.00
$ 135.00
$ 135.00
$ 75.00
FieLD TESTING SERVICES
Engineering Tecimician to Perform:
a. Concrete Placement Inspection
b. Concrete Batch Plant Inspection
c. 'Cylinder/Cube/Beam Pick Up
Engineering Technician (Minimum 4 Hours) ..............................................................
Overtime ........................................................................
Per Hour
Per Hour
$
$
34.00
51.00
Senior Engineering Technician to Perform:
a. Asphalt Batch Plant Inspection
b. Drilled Pier, Pile and/or Foundation Inspection
c. Pre-cast Concrete Inspection
d. Soil Cement or Lime Stabilization Inspection
e. Field Compaction Testing and Observation
f. Laboratory Technician
g. Sample Pick Up
Senior Engineering Technician (Minimum 4 Hours) .................................................. Per Hour $ 38.00
Overtime ....................................................................................................................... Per Hour $ 57.00
Concrete Pavement Cores (Minimum Fee $200.00)
4 Inches Thick or Less, 4 Inch Diameter Bit ............................................................. . Per Core $ 70.00
Note: Any other diameter or thickness required will be cored at the rote of $1.50/inch thickness/inch diameter.
Coring of Slructural Concrete ...................................................................................... Will Quote Upon Request
Asphaltic Concrete Pavement Cores (Minimum Fee $150.00)
a. 4 Inches Thick or Less, 4 Inch Diameter .............................................................. : Per Core $ 50.00
b. 5 Inches Thick or Greater ...................................................................................... Per Core $ 60.00
Roofing and/or Waterproofing Inspection (4 Hr. Min.) ..............................................
Overtime ......... , ...................................................................................... ~ ......................
AWS Certified Welding Inspector ...............................................................................
Overtime .......................................................................................................................
Per Hour $ 48.00
Per Hour $ 72.00
Per Hour $ 52.00
Per Hour $ 78.00
City of Pearland
January 19, 2005
PSI Proposal No.: 204-5001 rev. 1
Page 6 of 8
Other Services
Use of Nuclear Density Gauge .....................................................................................
Use of James R-Meter ..................................................................................................
Skidmore Wilhelm ................................ : ....................................................................
Field Sieve Analysis .....................................................................................................
Transportation Charge .................................................................................................
Per Day $ 35.00
Per Day $ 40.00
Per Day $ 105.00
Each $ 10.00
Per Day $ 40.00
En~ineerinll Services
Professional Engineer ...................................................................................................
Project Engineer .....................................................................................................
Project Manager .....................................................................................................
Per Hour $ 105.00
Per Hour $ 95.00
Per Hour $ 75.00
Remarks
· All hours are portal to portal fi.om 1413 W. Barbours Cut Blvd. LaPorte, TX. Fractions of hours will be billed as whole
hours. Technician rates will be billed at a four (4) hour minimum. Overtime is classified as all hours worked over eight (8)
hours per day and hours worked al~er 5:00 p.m. weekdays and any hours worked on Saturdays, Sundays or Holidays. The
overtime rate is 1.5 times the applicable hourly rote. '
· Unit prices/rates are in effect for twelve (12) months from the date of this proposal and are subject to change without
notice thereat~er.
· Scheduling or cancellation of field testing and observation services is required no less than the working day prior to the
date the services are to be performed. Services cancelled without advance and/or inadequate notice will be assessed a
minimum four (4) hour charge.
· Safety training courses and drag screen testing will be invoiced at applicable hourly rates. The drug screen and safety
course fees will be invoiced at cost + 15%.
· Project Manager/Engineer to schedule and supervise personnel and evaluate and review reports will be billed at a
minimum of 0/2 hours per report issued.
· Laboratory testing requiring overtime, weekend or holiday work will be invoiced at applicable test rote plus technician
overtime charges.
· Services and fees not listed will be quoted upon request.
City of Pearland
January 19, 2005
PSI Proposal No.:
Page 7 of 8
204.5001 rev. 1
PROFESSIONAL SERVICE INDUSTRIES, INC.
PROJECT DATA SHEET
Project Name:
Project Location:
Your Job No.:
Project Manager:
Number and Distribution of Reports:
( ) Copies To:
Purchase Order No.:
Telephone No.:
( ) Copies To: __
( ) Copies To:
( ) Copies To: __
Invoicing Address:
Attn:
Site Contact:
Other Pertinent Information:
Telephone No.:
City of Pearland
January 19, 2005
PSI Proposal No.:
Page 7 of 8
204~5001 rev. 1
PROFESSIONAL SERVICE INDUSTRIES, INC.
PROJECT DATA SHEET
Project Name:
Project Location:
Your Job No.:
Project Manager:
Number and Distribution of Reports:
( ) Copies To:
Purchase Order No.:
Telephone No.:
( ) Copies To: __
( ) Copies To:
( ) Copies To: __
Invoicing Address:
Attn:
Site Contact:
Other Pertinem Information:
Telephone No.:
City of Pearland
PSI Proposal No . 204-5001 rev. 1 -
Page 8 of 8
•
GENERAL CONDITIONS
1.PARTIES AND SCOPE OF WORK:Professional Service Industries Inc.(hereinafter referred to as"PSI")shall include said company or its particular division,subsidiary or affiliate performing the
work."Work"means the specific geotechnical,analytical,testing or other service to be performed by PSI as set forth in PSI's proposal,Client's acceptance thereof and these General Conditions.
Additional work ordered by Client shall also be subject to these General Conditions. "Client"refers to the person or business entity ordering the work to be done by PSI.If Client is ordering the work
on behalf of another,Client represents and warrants that it Is the duly authorized agent of said party for the purpose of ordering and directing said work.Unless otherwise stated in writing,Client
assumes sole responsibility for determining whether the quantity and the nature of the work ordered by the client is adequate and sufficient for Client's intended purpose.Client shall communicate
these General Conditions to each and every third party to whom Client transmits any part of PSI's work.PSI shall have no duty or obligation to any third party greater than that set forth in PSI's pro-
posal,Client's acceptance thereof and these General Conditions.The ordering of work from PSI,or the reliance on any of PSI's work,shall constitute acceptance cl the terms of PSI's proposal and
these General Conditions,regardless of the terms of any subsequently issued document
2.TESTS AND INSPECTIONS:Client shall cause all tests and inspections of the site,materials and work performed by PSI or others to be timely and properly performed in accordance with the
plans,specifications and contract documents and PSI's recommendations.No claims for loss,damage or injury shall be brought against PSI by Client or any third party unless all tests and inspec-
tions have been so performed and unless PSI's recommendations have been followed.Client agrees to indemnify,defend and hold PSI,its officers,employees and agents harmless from any and all
claims,suits,losses,costs and expenses,including,but not limited to,court costs and reasonable attorney's fees in the event that all such tests and Inspections are not so performed or PSI's rec-
ommendations are not so followed except to the extent that such failure is the result of the negligence,willful or wanton act or omission of PSI,its officers,agents or employees,subject to the lim-
itation contained in paragraph 9.
3.SCHEDULING OF WORK:The services set forth in PSI's proposal and Client's acceptance will be accomplished in a timely,workmanlike and professional manner by PSI personnel at the prices
quoted.If PSI is required to delay commencement of the work or if,upon embarking upon its work,PSI is required to stop or interrupt the progress of its work as a result of changes in the scope
of the work requested by Client,to fulfill the requirements of third parties,interruptions in the progress of construction,or other causes beyond the direct reasonable control of PSI,additional charges
will be applicable and payable by Client.
4.ACCESS TO SITE:Client will arrange and provide such access to the site as is necessary for PSI to perform the work.PSI shall take reasonable measures and precautions to minimize damage to
the site and any Improvements located thereon as the result of its work or the use of its equipment;however,PSI has not included in its fee the cost of restoration of damage which may occur.If Client
desires or requires PSI to restore the site to its former condition,upon written request PSI will perform such additional work as is necessary to do so and Client agrees to pay to PSI for the cost
5.CLIENT'S DUTY TO NOTIFY ENGINEER:Client represents and warrants that it has advised PSI of any known or suspected hazardous materials,utility lines and pollutants at any site at which PSI is
to do work hereunder,and unless PSI has assumed in writing the responsibility of locating subsurface objects,structures,lines or conduits,Client agrees to defend,indemnify and save PSI harmless
from all claims,suits,losses,costs and expenses,including reasonable attorney's fees as a result of personal injury,death or property damage occurring with respect to PSI's performance of its work
and resulting to or caused by contact with subsurface or latent objects,structures,lines or conduits where the actual or potential presence and location thereof were not revealed to PSI by Client
6.RESPONSIBILITY:PSI's work shall not include determining,supervising or implementing the means,methods,techniques,sequences or procedures of construction.PSI shall not be responsi-
ble for evaluating,reporting or affecting job conditions concerning health,safety or welfare.PSI's work or failure to perform same shall not in any way excuse any contractor,subcontractor or sup-
plier from performance of its work in accordance with the contract documents. PSI has no right or duty to stop the contractor's work.
7.SAMPLE DISPOSAL:Unless otherwise agreed in writing,test specimens or samples will be disposed immediately upon completion of the test.All drilling samples or specimens will be disposed
sixty(60)days after submission of PSI's report.
8.PAYMENT:Client shall be invoiced once each month for work performed during the preceding period.Client agrees to pay each invoice within thirty(30)days of its receipt.Client further agrees
to pay interest on all amounts invoiced and not paid or objected to for valid cause in writing within said thirty(30)day period at the rate of eighteen(18)percent per annum(or the maximum inter-
est rate permitted under applicable law),until paid.Client agrees to pay PSI's cost of collection of all amounts due and unpaid after sixty(60)days,including court costs and reasonable attorney's
fees.PSI shall not be bound by any provision or agreement requiring or providing for arbitration of disputes or controversies arising out of this agreement,any provision wherein PSI waives any
rights to a mechanics'lien,or any provision conditioning PSI's right to receive payment for its work upon payment to Client by any third party.These General Conditions are notice,where required,
that PSI shall file a lien whenever necessary to collect past due amounts.Failure to make payment within 30 days of invoice shall constitute a release of PSI from any and all claims which Client may
have,whether in tort,contract or otherwise,and whether known or unknown at the time.
9.WARRANTY:PSI'S SERVICES WILL BE PERFORMED,ITS FINDINGS OBTAINED AND ITS REPORTS PREPARED IN ACCORDANCE WITH ITS PROPOSAL,CLIENTS ACCEPTANCE THEREOF,THESE
GENERAL CONDITIONS,AND WITH GENERALLY ACCEPTED PRINCIPLES AND PRACTICES.IN PERFORMING ITS PROFESSIONAL SERVICES,PSI WILL USE THAT DEGREE OF CARE AND SKILL
ORDINARILY EXERCISED UNDER SIMILAR CIRCUMSTANCES BY MEMBERS OF ITS PROFESSION.THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS,EITHER
EXPRESS OR IMPLIED.STATEMENTS MADE IN PSI REPORTS ARE OPINIONS BASED UPON ENGINEERING JUDGMENT AND ARE NOT TO BE CONSTRUED AS REPRESENTATIONS OF FACT.
SHOULD PSI OR ANY OF ITS PROFESSIONAL EMPLOYEES BE FOUND TO HAVE BEEN NEGLIGENT IN THE PERFORMANCE OF ITS WORK,OR TO HAVE MADE AND BREACHED ANY EXPRESS OR
IMPLIED WARRANTY,REPRESENTATION OR CONTRACT,CLIENT,ALL PARTIES CLAIMING THROUGH CLIENT AND ALL PARTIES CLAIMING TO HAVE IN ANY WAY RELIED UPON PSI'S WORK
AGREE THAT THE MAXIMUM AGGREGATE AMOUNT OF THE LIABILITY OF PSI,ITS OFFICERS,EMPLOYEES AND AGENTS SHALL BE LIMITED TO S25,000.00 OR THE TOTAL AMOUNT OF THE •
FEE PAID TO PSI FOR ITS WORK PERFORMED WITH RESPECT TO THE PROJECT,WHICHEVER AMOUNT IS GREATER.
IN THE EVENT CLIENT IS UNWILLING OR UNABLE TO LIMIT PSI'S LIABILITY IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS PARAGRAPH,CLIENT MAY,UPON WRITTEN REQUEST
OF CLIENT RECEIVED WITHIN FIVE DAYS OF CLIENTS ACCEPTANCE HEREOF,INCREASE THE LIMIT OF PSI'S LIABILITY TO S250,000.00 OR THE AMOUNT OF PSI'S FEE,WHICHEVER IS THE
GREATER,BY AGREEING TO PAY PSI A SUM EQUIVALENT TO AN ADDITIONAL AMOUNT OF 5%OF THE TOTAL FEE TO BE CHARGED FOR PSI'S SERVICES.THIS CHARGE IS NOT TO BE CON-
STRUED AS BEING A CHARGE FOR INSURANCE OF ANY TYPE,BUT IS INCREASED CONSIDERATION FOR THE GREATER LIABILITY INVOLVED.IN ANY EVENT,ATTORNEY'S FEES EXPENDED BY
PSI IN CONNECTION WITH ANY CLAIM SHALL REDUCE THE AMOUNT AVAILABLE.AND ONLY ONE SUCH AMOUNT WILL APPLY TO ANY PROJECT.
NO ACTION OR CLAIM,WHETHER IN TORT,CONTRACT,OR OTHERWISE,MAY BE BROUGHT AGAINST PSI,ARISING FROM OR RELATED TO PSI'S WORK,MORE THAN TWD YEARS AFTER THE
CESSATION OF PSI'S WORK HEREUNDER.
10.INDEMNITY:Subject to the foregoing limitations,PSI agrees to indemnify and hold Client harmless from and against any and all claims,suits,costs and expenses including reasonable attor-
ney's fees and court costs arising out of PSI's negligence to the extent of PSI's negligence.Client shall provide the same protection to the extent of-its negligence.In the event that Client or Client's
principal shall bring any suit,cause of action.claim or counterclaim against PSI,the party initiating such action shall pay to PSI the costs and expenses incurred by PSI to investigate,answer and
defend it,including reasonable attorney's and witness fees and court costs to the extent that PSI shall prevail in such suit.
11.TERMINATION:This Agreement may be terminated by either party upon seven days'prior written notice.In the event of termination,PSI shall be compensated by Client for all services per-
formed up to and including the termination date,including reimbursable expenses,and for the completion of such services and records as are necessary to place PSI's files in order and/or protect
its professional reputation.
12.EMPLOYEES/WITNESS FEES:PSI's employees shall not be retained as expert witnesses except by separate,written agreement Client agrees to pay PSI's legal expenses,administrative costs
and fees pursuant to PSI's then current fee schedule for PSI to respond to any subpoena. Client agrees not to hire PSI's employees except through PSI. In the event Client hires a PSI employee,
Client shall pay PSI an amount equal to one-half of the employee's annualized salary,without PSI waiving other remedies it may have.
13.HAZARDOUS MATERIALS:Nothing contained within this agreement shall be construed or interpreted as requiring PSI to assume the status of an owner,operator,generator,starer,transporter,
treater or disposal facility as those terms appear within RCRA or within any Federal or State statute or regulation governing the generation,transportation,treatment,storage and disposal of pollu-
tants.Client assumes full responsibility for compliance with the provisions of RCRA and any other Federal or State statute or regulation governing the handling,treatment storage and disposal of
pollutants. -
14.PROVISIONS SEVERABLE:The parties have entered into this agreement in good faith,and it is the specific intent of the parties that the terms of these General Conditions be enforced as writ-
ten. In the event any of the provisions of these General Conditions should be found to be unenforceable,it shall be:stricken and the remaining provisions shall be enforceable.
15.ENTIRE AGREEMENT:This agreement constitutes the entire understanding of the parties,and there are-no representations,warranties or undertakings made other than as set forth herein.This
agreement may be amended,modified or terminated only In writing,signed by each of the parties hereto.
PSI B-900-11(7) 8/98