General Terms & Conditions

Section 1: Scope of Work

BOE PC (hereafter referred to as BO^e) shall perform the services defined in the contract (Proposal/Estimate) and shall invoice the Client for those services at the attached schedule(s) of fees & rates (in the Proposal/Estimate).  Any cost estimate stated in this contract shall not be considered as a firm figure unless otherwise specifically stated in the contract.  If unexpected site conditions are discovered, the scope of work may change.  BO^e will provide additional services at our normal fee schedule rate.

 

Section 2:  Access to Site(s)

Unless otherwise agreed, the Client will furnish BO^e with right-of-access to the site in order to conduct the planned investigation or work.  While BO^e will take all reasonable precautions to minimize any damage to the property, it is understood by the Client that in the normal course of work some damage may occur, the restoration of which is not part of this agreement.

 

Section 3: Utilities, Structures, & Damages

In the performance of its work, BO^e will take all reasonable precautions to avoid damage or injury to surface or underground structures or utilities.  The Client agrees to hold BO^e harmless and indemnify BO^e for any claims, payments, or other liability, including costs and attorney fees incurred by BO^e for damages to surface or underground structures. which are not called to BO^e’s attention and correctly shown on plans furnished to BO^e.

 

Section 4: Unanticipated Hazardous Materials

It shall be the duty of the client to advise BO^e of any known or suspected hazardous substances which are or may be related to the services provided.  Such hazardous substances include but are not limited to products, materials, by-products, wastes or samples of the forgoing which BO^e may be provided or obtain while performing its service or which hazardous substances exist or may exist on or near any premises upon which work is to be performed by BO^e’s employees, agents, or subcontractors.  If during the course of providing services BO^e observes or suspects the existence of unanticipated hazardous materials, BO^e may at its option terminate further work on the project and notify Client of this condition.  Services will be resumed only after a renegotiation of the scope of services and fees.  In the event that such renegotiation cannot occur to the satisfaction of BO^e, BO^e may at its option terminate this contract.  It is understood and agreed that BO^e is not, an has no responsibility as, a handler, generator, operator, treater, storer, or disposer of hazardous or toxic wastes/materials found or identified at a site, and that Client shall undertake or arrange for the handling, removal, treatment, storage, transportation, and disposal of hazardous wastes of constituents found or identified at a site.

 

Section 5:  Reports and Invoices

BO^e will furnish as many copies of the report to the Client as requested/required.  All copies will be furnished at the expense of the Client on a time and materials basis or according to BO^e’s Fee and Rate Schedule.

BO^e will submit invoices to the client monthly, bi-monthly, or calendar quarterly and a final bill upon completion of services.  Payment is due upon presentation of invoice and is past due thirty (30) days from the invoice date.   Client agrees to pay in full the invoice price of all purchases now or hereafter made from BO^e promptly when due or according to the terms set forth on each invoice.  Client will identify and present questions/disputes related to invoices to BO^e within fifteen (15) days of receipt; if questions related to invoices are not presented in writing within fifteen days the uncontested invoiced price will be due.    If the total invoice price is not paid in full on or before the due date, Client agrees to pay interest on the unpaid delinquent balances.  A $35.00 Rebilling Charge will apply to each invoice outstanding over 30 days from initial receipt, monthly until payment is received.  A monthly finance charge will include interest calculated at the annual percentage rate of eighteen percent (18%) – 1.5% per month calculated monthly on total amounts owed including late service & interest due — or the maximum rate allowed by law, whichever is less.  If Client should fail to fulfill any of its obligations under these agreements, BO^e at its option and without notice may declare the entire unpaid balance of all outstanding invoices owed by Client to be immediately due and payable, or terminate the credit privileges of Client under these agreements, or both.  Client agrees to pay in full all costs and expenses, incurred by BO^e in collecting the amounts owed by Client under these agreements, including any and all court costs and attorney fees.

 

Section 6:  Confidentiality, Ownership of & Copyright Protection of  Documents

BO^e shall hold confidential all business or technical information obtained from the Client or his affiliates or generated in the performance of services under this agreement and identified in writing by the Client as “confidential.”  BO^e shall not disclose such information without the Client’s consent except to the extent required for: 1) Performance of services under this agreement; 2) compliance with professional standards of conduct for preservation of public safety, health, and welfare; 3) compliance with any court order, other governmental directive, or other compulsory process such as a subpoena; and/or 4) protection of BO^e against claims or liabilities arising from performance of service under this agreement.  BO^e obligations hereunder shall not apply to information in the public domain or lawfully acquired on a non-confidential basis from others.

 

All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared & provided by BO^e as instruments of service, shall remain the copyright protected © property of BO^e. 

 

Warning: The unauthorized reproduction or distribution of this (these) copyright protected work(s) is illegal.  Criminal copyright infringement, including infringement without monetary gain, is investigated by the FBI and is punishable by up to 5 years in federal prison and a fine of $250,000.  See also http:///fbi.gov/ipr/.

 

Section 7:  License Agreement

All professional services are provided under license agreement(s) valid only for the duration of services                           licensed.  All reports, correspondence, and documents are presented as a instruments of service only and are for clients use only.  BO^e offers Corporate Health & Safety System Services which are licensed on a annual basis and are subject to additional annual license fees.  BO^e provides Phase I reports which are valid only for the industry standard period of ____ and are subject to review thereafter at additional cost.

 

Section 8:  Confidentiality

 

Section 9: Standard of Care

Services performed by BO^e 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 or intended by the proposal for consulting services or by furnishing oral or written reports of the findings made.  The Client recognizes that subsurface conditions may vary from those encountered at the locations where borings, surveys, excavations, or explorations are made by BO^e and that the data, interpretations, and recommendations of BO^e are based solely upon the data available to BO^e.  BO^e will be responsible for those data, interpretations, and recommendations, but shall not be responsible for the interpretation by others of the information developed.

 

Section 10: Limitation of Liability

The Client agrees to limit BO^e’s liability to the owner and all construction contractors and subcontractors on the project arising from BO^e’s professional acts, errors, or omissions, such that the total aggregate liability of BO^e to those named shall not exceed the requested value of professional errors and omission insurance (charged at cost + 15% on a project by project basis) or BO^e’s total fee for the services rendered on this project, whichever is greater.  The owner further agrees to require of the contractor and his subcontractors an identical limitation of BO^e’ liability for damages offered by the contractor or the subcontractor arising from BO^e’s professional acts, errors, or omissions.  Neither the contractor nor any of his subcontractors assumes any liability for damages to others which may arise on account of BO^e’s professional acts, errors, or omissions.

 

Section 11:  Insurance and Indemnity

BO^e represents that it and its staff are protected by worker’s compensation insurance, as necessary.  BO^e may have coverage under public liability and property damage insurance policies which BO^e deems to be adequate & required by law.  Cost for additional required/requests for insurance will be born by client at a cost plus 15%.  It is the policy of BO^e to require certificates of insurance from all consultants or subcontractors employed by BO^e, if required.  Certificates for all such policies of insurance will be provided to Client upon request in writing.  BO^e’s compensation hereunder is not commensurate with the potential risk of injury or loss that may be caused by exposure to pollution, hazardous waste, or toxic or other dangerous substances or conditions.  Accordingly, except as expressly provided in this contract, the Client waives any claim against BO^e and agrees to indemnify and save BO^e, its agents and employees harmless from any claim, liability, defense costs, attorney fees, expert witness fees for injuries or losses sustained by any party from such exposures allegedly arising out of or related to BO^e’s performance of services hereunder, including any as yet unanticipated or future acts of negligence.

 

Section 12:  Termination

This agreement may be terminated by either party after seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof.  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, BO^e shall be paid for services performed to the termination notice date plus reasonable termination expenses.  Expense of termination or suspension shall include all direct costs of BO^e required to complete analyses and records necessary to complete its files and may also include a report of the services performed until the date of notice of termination or suspension.

 

Section 13  Precedence

These standards, terms, and conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding BO^e’s services.

 

Section 13  Attorney Fees

If it is necessary for BO^e to retain counsel to enforce any provisions of these terms and conditions, then client agrees to pay all attorney’s fees and costs incurred by BO^e.  If litigation is filed, client consents to jurisdiction and venue in Omaha, Nebraska.

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