1. Unless specifically noted in the quotation, fees are based on providing testing for non-contaminated material. Client must inform Lab immediately if testing will be provided on contaminated material so that we can review testing requirements and determine whether we can test the samples. If Lab decides to service the project, we reserve the right to submit a revised quotation. All contaminated material will be returned to the client for disposal. Client will be responsible for arrangements to pick up the contaminated samples for disposal at our laboratory at no cost to Lab.

2. Lab has a safety manual by which all its employees are required to abide. A copy of the safety manual can be provided upon request. Should the project require any additional safety plan(s) or completion of forms for project specific safety purposes, additional fees may be charged and must be submitted for approval by Client prior to completing requested documentation.

3. These services are professional services and not trade services (Union). As such Lab’s services are not governed by any Prevailing Wage Act and therefore no certified payrolls will be provided.

4. The technical and pricing information within this quotation is the confidential and proprietary property of Lab. Client agrees not to use or to disclose to third parties any technical or pricing information without Lab’s written consent. Further, Client will provide to Lab in writing notice of any information which it requires Lab to keep confidential.

5. Evidence of Lab’s insurance can be provided upon request. Any added coverages requested or required, if available, will be charged to Client at Lab’s cost-plus fifteen percent (cost + 15.0%). In the event of property damage or financial loss for which either the Client or Lab is covered by property, casualty or any other form of insurance, neither party shall make a claim for such damages against the other unless the damages are not covered by the applicable insurance coverage nor may either party permit its insurance carrier to make any subrogation claim against the other to the extent of the amount paid by the carrier for the loss. IN NO WAY SHALL LAB BE LIABLE FOR INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR DAMAGES CAUSED BY THE CLIENT’S FAILURE TO PERFORM ITS OBLIGATIONS ARISING OUT OF THIS AGREEMENT. The Client also waive any claim for damages for which it is insured before, during or after the project completion.

6. Client and Lab have considered the risks and benefits associated with this proposed project as well as Lab’s services. Client agrees that, as much as the law allows, Lab’s total aggregate liability (including the liability of its officers, directors, employees, agents, subcontractors and consultants) to the Client (and anyone claiming by, through or under the client) for all injuries, claims, losses, expenses or damages arising in any way from the work or services of this Agreement from any cause or causes is limited to six times the total fee received by Lab under this Agreement or $50,000, whichever is the greater amount. Such causes include but are not limited to: Lab’s negligence, errors, omissions, strict liability or breach of contract or warranty or responsibility for contribution or indemnification written or otherwise to Client or any other Third Party not subject to this Agreement. In the event the Client cannot accept the above limitation of liability, Lab agrees to increase the limitation to $1,000,000 upon its receipt, before performing any services of Client written agreement to pay another sum of not less than 10% of the total fee under this agreement or $1,000, whichever is greater. And it is intended by the parties to this Agreement that Lab’s services shall not subject Lab’s individual employees, officers, or directors to any personal legal exposure for the risks associated with this project. Thus, the Client agrees that as the Client’s sole remedy , any claim, demand, or suit will be directed or asserted only against Lab, a New Jersey corporation, and not against any of Lab’s employees, officers, or directors.

7. Client shall make no claim (whether directly, in the form of a third-party claim or claim for indemnity) against Lab unless the Client first provides a written certification, executed by an independent design professional, specifying those acts or omissions which the independent design professional contends is a violation of generally accepted professional standards and on which the claim will be premised. The independent design professional must be licensed to practice in the state where the Project is located and, in the discipline related to the claim. Client agrees that the independent design professional’s certification is a condition precedent to the Client’s right to institute any judicial proceeding. Client agrees to pay Lab’s hourly rate if Lab or any of its employees is subpoenaed to testify as a fact or opinion (expert) witness in any court proceeding, arbitration or mediation to which the Client is a party.

8. Unless a court determines with finality and unappealability that Lab’s services or Lab’s failure to provide information is the primary cause for any damage, claim, loss or expense, Client will indemnify, defend, and hold harmless Lab and its officers, employees and consultants from and against all damages, claims, losses or expenses, including reasonable attorney fees and other costs of defense, arising out of this Agreement. In the event the Client must defend Lab under this paragraph, Lab will have the right to select its attorneys. Client agrees that it will require, as a term or condition of any contract for construction between itself and any Contractor or Vendor, a provision that Contractor or Vendor will indemnify, hold harmless and defend Client and Lab for any harm or damage of any type that occurs to any person or party which arises in any way from the work, services or products provided by the Contractor/Vendor. Client shall also require that Contractor/Vendor have Client and Lab listed as additional insured on all applicable insurance coverages required under the contract. Lab shall not be liable to Client for delays. Client will indemnify, defend, and hold harmless Lab from any actions or claims arising from delays.

9. If a dispute arises out of or relates to this contract, or its breach, except for fees owed to Lab, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

10. Lab shall not be responsible for the delays caused by factors beyond its reasonable control, including, but not limited to, delay due to accidents, an act of God, fire, hurricane, flood, explosions, strike, boycott or other labor dispute, failure of the Client to furnish timely information or approve or disapprove of Lab’s services or work product, delays caused by faulty performance by the Client or contractors of any level, or by acts of Government, which, in the opinion of Lab, could not have been reasonably foreseen and provided for, such delay will entitle Lab to an extension of time in performing its Services . If there is any increase in the total cost of providing Services because of any such delay, Lab will notify Client of particulars, and Client will pay for such increase. When such delays beyond Lab’s reasonable control occur, the Client agrees that Lab shall not be responsible for damages, nor may Lab be deemed in default of this Agreement.

11. No termination of this Agreement by Client will be effective unless Client gives seven days prior written notice with the reasons and details, and Lab is allowed to respond and, where appropriate, cure. Client agrees to pay the final invoice which will include all services and direct expenses up to the effective date of termination.

12. Should Client fail to make payments when due or is otherwise in material breach of this Agreement, Lab, at their election may terminate services at any time after PROVIDING WRITTEN NOTICE TO THE CLIENT and allowing 7 days to cure. Lab will have no liability to the Client for any costs or damages because of such suspension and the Client agrees to indemnify and hold Lab harmless from any claim or liability resulting from such suspension.

13. In the event any of these Agreement provisions are found to be illegal or otherwise unenforceable, the unenforceable Agreement provision will be stricken. Striking such an Agreement provision will not affect the enforceability of the remaining Agreement provisions and those remaining Agreement provisions will continue in full force and effect as if the unenforceable Agreement provision were never included in the Agreement.

14. Client or their representative shall not directly or indirectly solicit any employee of Lab. Should Client or their representative directly or indirectly solicit any Lab staff member that worked on this project up to one year after completing the project, Client agrees to pay Lab a sum equal to that employee’s current annual salary as liquidated damages.

15. Project Manager, other than Lab’s Professional Engineer, will be billed at $185.00/hour for attendance at meetings either at the client office or via telephone/online (Four hour minimum plus travel time if over four hours for office meetings), providing additional reports, consulting, and providing any additional services when requested by the client.

16. Professional Engineering services are not included in our fees unless specifically noted. Should Professional Engineering services be required it will be billed at $210.00/hour plus travel time and expenses ($0.58/mile) and tolls. This hourly rate will be charged for any requested Professional Engineer reviews, generated documents, office visits and signing and sealing of documents; (One-Hour Minimum).

17. Lab will perform its work in accordance with generally accepted professional level of care, skill, and standards by members of the profession currently practicing under similar conditions. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED. This Agreement is solely for the benefit of the Client and its successors. There are no third-party beneficiaries of this Agreement unless specifically agreed to in writing.

18. This price list constitutes Lab’s understanding of the project’s required services and scope of work based on the Client provided information. As the project progresses, additional facts uncovered may require revisions to our services, scope of work, schedule, and fees.

19. Lab does not represent or warrant that any services provided will be accepted by any governmental, regulatory body or licensed professional. The Client is responsible for ensuring that all requirements of any governmental, regulatory body or licensed professional are being followed and informing Lab of any such non-acceptability, if occurring.