RT Environmental Services, Inc.
General Terms and Conditions

1. SCOPE OF SERVICES AND ADDITIONAL SERVICES
All services provided by “RT Environmental Services, Inc.” (“RT”), regardless of commencement date, will be covered by this Agreement (which includes the RT proposal and these General Terms and Conditions). The attached proposal is valid for thirty (30) days after which it may be adjusted to reflect changes in cost, scope, schedule, and workload. CLIENT has reviewed this Agreement in detail and agrees that the services are appropriate to meet CLIENT’s needs and requirements. Unless modified in writing by the parties, the duties of RT shall not be construed to exceed those Services specifically set forth in the proposal. However, if requested by the CLIENT and agreed to by RT in writing, RT will perform additional services (“Additional Services”), and such Additional Services shall be governed by these provisions. Unless otherwise agreed in writing, the CLIENT shall pay RT for the performance of any Additional Services an amount based upon RT’s then-current hourly rates. For avoidance of doubt, email will constitute written notice.

2. STANDARD OF CARE
RT’s services will be performed in accordance with this Agreement and in a manner consistent with the generally accepted standard of care and skill ordinarily exercised by professionals performing similar services under similar circumstances at the place and time the services are being performed (the “Standard of Care”). RT will exercise reasonable professional care in its efforts to comply with laws, rules, ordinances, and such other requirements in effect as of the date of execution of this Agreement. The CLIENT agrees that no other representation, warranty or guarantee, expressed or implied, is provided by RT or is presumed given by RT under this Agreement or in any report, opinion, or any other document prepared by RT or otherwise.

3. INVOICING AND PAYMENTS
RT will submit monthly invoices to the CLIENT and a final bill upon completion of Services. The CLIENT shall notify RT within two weeks of receipt of invoice of any dispute with the invoice. The CLIENT and RT will promptly resolve any disputed items. Payment on undisputed invoice amounts is due upon receipt of invoice by the CLIENT and is past-due thirty (30) days from the date of the invoice. Any unpaid balances shall accrue late charges of 1.5% per month, or the highest rate allowed by law, whichever is lower. In the event of a suspension of services or termination of the Agreement by RT in accordance with Section 14 of these General Terms and Conditions, RT will have no liability for any delay or damage of any kind actually or allegedly caused by such suspension of services or termination. CLIENT shall not withhold amounts from RT’S compensation to impose a penalty or damages on RT, or to offset sums requested by or paid to contractors for the cost of changes in their work unless RT agrees or has been found liable for the amounts. RT shall have no responsibility or liability in connection with the Services, and CLIENT shall have no right to rely on any report or other materials delivered, until all invoices have been paid in full. RT shall be entitled to all legal fees, including but not limited to attorney’s fees and any costs associated with any attempt to collect on unpaid invoices associated with the Services.

4. JOBSITE SAFETY AND CONTROL OF WORK
RT will take reasonable precautions to safeguard its own employees and those for whom RT is legally responsible. Except as otherwise expressly agreed to in writing by RT, RT will have no responsibility for the safety of any entity or person other than RT and its employees. Neither the professional activities of RT nor the presence of RT's employees and subcontractors at the Project site will be construed to confer upon RT any responsibility for any activities on site performed by personnel other than RT's employees and subcontractors. The CLIENT agrees that RT will have no power, authority, right or obligation to supervise, direct, stop the work of or control the activities of any other contractors or subcontractors or construction manager, their agents, servants, or employees.

5. CLIENT RESPONSIBILITIES
In addition to other responsibilities described herein, the CLIENT shall: (i) provide all information and criteria as to the CLIENT’s requirements, objectives, and expectations for the project, including all information reasonably necessary for completion of the Services; (ii) provide prompt, complete disclosure of known or potential hazardous conditions or health and safety risks; (iii) provide to RT all studies, plans, or other documents pertaining to the project in the client’s possession, such as site survey and engineering data, environmental impact assessments or statements, zoning or other land-use information, upon all of which RT may rely; (iv) review all documents or oral reports presented by RT and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of RT; (v) furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary for completion of RT’s services; (vi) give prompt written notice to RT whenever the CLIENT becomes aware of any development that affects the scope and timing of RT’s services or any defect or noncompliance in any aspect of the project; and (vii) bear all costs incident to the responsibilities of the CLIENT including any government or permit fees unless expressly indicated in RT’s proposal. RT will have the right to reasonable reliance upon the accuracy and completeness of all information furnished by the CLIENT.

6. PROPERTY ACCESS/RIGHT OF ENTRY
The CLIENT shall provide for right of entry in order for RT to perform its services. While RT will take all reasonable precautions to minimize any damage to the property, the CLIENT acknowledges and agrees that in the normal course of work some damage may occur, the correction of which is not part of this Agreement unless specifically provided in the proposal. Client shall indemnify, defend, and hold harmless RT and its subcontractors from any and all claims, actions, or liabilities arising out of claims that access by RT or its subcontractors was unauthorized.

7. EXISTING CONDITIONS AND SUBSURFACE RISKS
Even a comprehensive sampling and testing program implemented in accordance with a professional Standard of Care may fail to detect certain conditions. The environmental, geologic, geotechnical, geochemical, and hydrogeologic conditions that RT interprets to exist between sampling points will differ from those that actually exist. The CLIENT recognizes that actual conditions will vary from those encountered at the locations where borings, sampling, surveys, observations, or explorations are made by RT and that the data, interpretation, and recommendations of RT are based solely on the information available to it. Furthermore, the CLIENT recognizes that passage of time, natural occurrences, and/or direct or indirect human intervention at or near the site may substantially alter conditions. RT shall not be responsible for interpretations by others of the information it develops or provides to the CLIENT. RT shall not be responsible for any existing conditions.

 

RT will take reasonable precautions to avoid damage or injury to subterranean structures or utilities in the performance of its services. The CLIENT agrees to defend, indemnify, and hold RT harmless for any damage to subterranean structures or utilities and for any impact this damage may cause where the subterranean structures or utilities are not called to RT’s attention or are not correctly shown on the plans furnished by CLIENT or third parties.

8. HAZARDOUS MATERIALS/WASTES
Unless otherwise expressly set out in the proposal, the parties acknowledge that RT’S scope of services does not include any services related to a hazardous environmental condition (e.g., asbestos, PCBs, petroleum, mold, waste, radioactive materials or any other hazardous substance). The discovery of any such unknown condition shall be considered a changed condition and RT may suspend its services until the CLIENT has resolved the condition or to modify its proposal.

Where drilling/exploration activities are conducted, the cost of disposing of contaminated drill cuttings or fluids is not included. Once such materials are generated, if such materials are deemed to be potentially contaminated, RT will make appropriate recommendations for sampling, analysis, and management or disposal of such materials and obtain Client approval for any costs associated with such materials before proceeding. Client agrees that RT is not the generator or owner of any wastes derived from the project.

9. DISPOSAL OF SAMPLES
All samples, contaminated or otherwise (“Samples”), collected by RT while performing services under this agreement remain the property and responsibility of the CLIENT. Notwithstanding, RT may dispose of Samples in its possession after ninety (90) calendar days unless otherwise required by law or other arrangements are mutually agreed to in writing by the parties. At all times, any and all title and responsibility for Samples shall remain with the CLIENT.

10. PROJECT DELIVERABLES
All reports, opinions, notes, drawings, specifications, data, calculations, and other documents prepared by RT and all electronic media prepared by RT are considered its project Deliverables to which RT retains all rights. The CLIENT acknowledges that electronic media are susceptible to unauthorized modification, deterioration, and incompatibility; and therefore, the CLIENT cannot rely upon the electronic media version of RT’s Deliverables. All Deliverables provided by RT to the CLIENT as part of the Services are provided for the sole and exclusive use of the CLIENT with respect to the Project. Reliance upon or reuse of the Deliverables by third parties without RT’s prior written authorization is strictly prohibited. If the CLIENT distributes, reuses, or modifies RT’s Deliverables without the prior written authorization of RT, or uses RT’s Deliverables to complete the project without RT’S participation, the CLIENT agrees, to the fullest extent permitted by law, to release RT, its officers, directors, employees and subcontractors from all claims and causes of action arising from such distribution, modification or use, and shall indemnify and hold RT harmless from all claims, costs and expenses, including the cost of defense, related thereto. RT will not sign any documents that certify the existence of conditions whose existence RT cannot ascertain, or execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement.

11. OPINION OF COST
Consistent with the Standard of Care in Section 2 of these General Terms and Conditions, any opinions rendered by RT as to costs, including, but not limited to, the costs of construction, remediation and materials, shall be made on the basis of its experience and shall represent its judgment as an experienced and qualified professional familiar with the industry. RT does not guarantee that actual costs will not vary from its opinions of cost.

12. RIGHT TO REFERENCE PROJECT
The CLIENT agrees that RT has the authority to use its name as the CLIENT and a general description of the Project in marketing its services

13. RELIANCE
Client understands that Services governed by this Agreement are strictly for its sole use and benefit. The parties expressly agree that no third party, including, but not limited to, any heirs, devisees, representatives, successors, unapproved assignee, affiliates, and subsidiaries of the parties or any partnership, corporation or other entity controlled by the parties or which control the parties, may rely on or raise any claim relating to the Services or this Agreement, unless a specific reliance letter is provided by RT.

14. TERMINATION
Except as otherwise provided in this Agreement, either party may provide notice of default hereunder upon five (5) calendar days’ written notice should the other party fail substantially to perform in accordance herewith through no fault of the party providing the notice. If the defaulting party fails to cure its default within five additional (5) calendar days, the non-defaulting party may terminate the Agreement. Failure of the CLIENT to make payments to RT in accordance with this Agreement shall be considered default hereunder and grounds for termination or suspension of services at RT’s option after such initial five (5) day notice period or anytime thereafter. In the event of termination, RT will be compensated for all services performed and reimbursable expenses incurred prior to such termination and all termination expenses. Paragraphs 2, 3, 7, 16, 17, 18, 19, 20 and 23 shall survive termination.

 

15. INSURANCE
RT agrees to maintain workers’ compensation insurance as required by law and general liability (including contractor’s pollution liability), automobile and professional liability insurance with minimum limits of $1,000,000. Certificates of insurance will be issued to the CLIENT upon written request. The CLIENT agrees that it will require the construction manager, general contractor or, if the CLIENT has not retained a construction manager or general contractor, the contractor(s) responsible for performing the work reflected by or relating to RT’s services on the Project, to name RT as an additional insured on its Commercial General Liability Insurance.

16. INDEMNIFICATION
Subject to the provisions of Section 17 of these General Terms and Conditions, RT agrees to indemnify, hold harmless and, except for professional liability claims, defend the CLIENT and CLIENT’s parent companies, subsidiaries, affiliates, partners, officers, directors, and shareholders, employees and agents for any and all damage obligations, liabilities, judgments, and losses for personal injury and/or property damage including reasonable attorney’s fees and other expenses and disbursements, asserted by any third parties to the extent determined to have been caused by the negligent acts, errors or omissions or willful misconduct of RT in the performance of its services under this Agreement. RT will not be responsible for any loss, damage, or liability arising from any acts by the CLIENT or any of its agents, employees, staff, or other consultants, contractors, or subcontractors.

17. LIMITATION OF LIABILITY
To the fullest extent permitted by law, the total liability, in the aggregate, of RT and its officers, directors, partners, employees, agents, and subcontractors, to CLIENT, and anyone claiming by, through, or under CLIENT, and to any third parties granted reliance, for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way relating to this Project or Agreement, from any cause or causes, including but not limited to tort (including negligence and professional errors and omissions), strict liability, breach of contract, or breach of warranty, shall not exceed the amount of RT’s Insurance provided for in Section 15 above.

18. WAIVER OF CONSEQUENTIAL DAMAGES
RT and the CLIENT waive all consequential or special damages, including, but not limited to, loss of use, profits, business opportunity, for claims, disputes, or other matters arising out of or relating to the services provided by RT regardless of the legal theory for such claim or dispute.

19. FORCE MAJEURE
RT will not be responsible or liable for any delays in performance or failure of performance related to any force majeure event, including but not limited to fire, flood, explosion, the elements, acts of God, war, riot, civil disturbances, terrorist act, strike, lock-out, refusal of employees to work, labor disputes, inability to obtain materials or services, or delays caused by the CLIENT, its agents, contractors, or subcontractors or employees, or any governmental regulation or agency, or for any other reason beyond the reasonable control of RT.

20. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the parties hereto and their respective successors and assigns. The CLIENT may not assign or transfer this Agreement without the prior written consent of RT. The parties agree that this Agreement is not intended to give any benefits, rights, actions or remedies to any person or entity not a party hereto, as a third-party beneficiary or otherwise.

21. NO WAIVER
The failure of either party to exercise any right or remedy hereunder or to take any action permitted on a breach by the other party shall not be deemed a waiver of such right or remedy or of any other rights or subsequent breach of a like or different nature.

22. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state in which the office of RT that issued the Proposal is located, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.

23. DISPUTE RESOLUTION
RT and the CLIENT agree that any disputes arising under this Agreement and the performance thereof shall be subject to non-binding mediation as a prerequisite to further legal proceedings, which proceeding must be brought in a court of competent jurisdiction in the state in which the office of RT that issued the Proposal is located. RT and CLIENT waive any right to a trial by jury.

All actions commenced hereunder, whether for breach of contract, tort or otherwise, shall be brought within the period specified by applicable law, but in no event more than five (5) years following substantial completion of RT’s services, after which such claims are deemed waived.
If the CLIENT asserts a claim against RT relating to allegations of professional negligence in performance of RT’S services hereunder, RT will be entitled to reimbursement of any costs incurred by RT in the defense of such claim, to the extent RT is successful in its defense.

24. SEVERABILITY
If any term or provision of this Agreement, or any part thereof, is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement and the remainder of the Agreement shall be interpreted in accordance with the parties’ intent to the maximum extent permissible by law.

25. ENTIRE AGREEMENT
This Agreement (consisting of these General Terms and Conditions, the accompanying Proposal and RT's Fee Schedule, if applicable) constitutes the entire agreement between the parties, supersede any and all prior agreements or representations of the parties to this agreement, and may not be modified, amended, or varied except by a document in writing signed by the parties hereto. In the event of any conflict between these General Terms and Conditions, and any other document relating to work by RT, these General Terms and Conditions shall apply unless the conflicting document(s) specifically supersede specific provisions hereof.