*Notes:  All work including technical, administrative, testimony, consulting, travel, meetings, teleconferences, and other activities for executing and/or managing a given project will be billed at standard billing rates above.  Expenses such as travel, lodging, special graphics, out-of-office copies, document tracking and retrieval expenses, telephone/fax, delivery services, and other project-related costs will be separately billed at our cost without an administrative mark-up.  In-house copies will be charged at $0.10 per page and outgoing faxes will be billed at $1.00 per page.  Time spent in transit for the project will be billed at standard rates up to 8 hours per day, with nonproductive travel hours in excess of that billable at one-half the standard rate.

1.            INTRODUCTION - The Commercial Terms & Conditions that follow are submitted as a condition of HSRI’s proposal or other agreement for professional services.  Acceptance of the foregoing referenced proposal or work is conditional upon the terms and conditions that follow.  These terms and conditions will be incorporated into any subsequent contract or work authorization for HSRI services, unless specifically excluded by mutual written agreement.  Please sign on the last page of this document to acknowledge that the CLIENT has read, understood, and agreed to these terms and conditions.

2.            PROPOSAL TERM - Unless otherwise stated in the proposal, this offer shall remain valid for a period of sixty (60) calendar days unless specified otherwise by our proposal.

3.            PAYMENT TERMS - Invoices, submitted in accordance with paragraph 9 herein, are due and payable to HSRI upon receipt.  An administrative charge of one and one-half percent (1.5%) per month will be applied to outstanding balances past due over 30 days. CLIENT is responsible to notify HSRI of any invoice discrepancies within 2 weeks after receipt.  Non-payment within the term specified will be a material breach of this contract.

4.            PAYMENT - CLIENT agrees to remit all payments due hereunder even if it seeks amounts through indemnification from HSRI on this or other contracts. CLIENT’s payment obligation under this contract will not in any way be diminished or extended due to any third party delays of reimbursement, review for allowability of costs by insurance carriers, or delays due to current or future litigation to recover damages or costs. The contract prices and terms are established hereunder in good faith and are not subject to renegotiation except with the mutual agreement of both principal parties.  HSRI may, after giving seven (7) days written notice, suspend all services, without further liability until all past due amounts owing are paid in full.            

5. CLIENT INFORMATION - CLIENT accepts the liability for the accuracy and completeness of information, (including, but not limited to, specifications, data, calculations, findings, drawings, maps, surveys, reports, and results of previous investigations and studies) supplied by it or its agents to HSRI and acknowledges that HSRI is relying upon such information or data in the preparation of this proposal and subsequent work product without further verification by HSRI as to its accuracy or completeness.

6. PROPOSAL PRICE AND SCHEDULE - HSRI has submitted or may submit a proposed price and schedule for planning and estimating purposes only.  In the performance of this contract HSRI may alter the mix and hours of categories labor proposed in pursuit of the project objectives.  Rates or categories not specifically proposed will be invoiced in accordance with the 2008 HSRI Rate Schedule above.  HSRI reserves the right to update its Rate Schedule from time to time as it deems appropriate.

7. CHANGES - HSRI will be under no obligation to exceed the authorized contract amount without written authorization of CLIENT, and will endeavor to notify CLIENT in advance of requirements for additional funding to meet unforeseen or changing conditions.  HSRI’s right to an equitable adjustment in cost and schedule will be affected by its proceeding with additional work, with CLIENT knowledge or direction, prior to agreement of such an adjustment.  Additional services will be performed in accordance with the rates in the 2008 HSRI Rate Schedule above.

8. TAXES - Prices, Rates, and Estimates provided hereunder are exclusive of any federal, state, local or municipal sales, use, or excise taxes on the services or equipment delivered hereunder, which if applicable will be invoiced separately.

9. INVOICING - Invoices will be issued once or twice each month on a time-and-materials basis itemizing labor expended by skill category, individual, and hourly rate.  Material, Supplies, Outside Services, Labs and other costs incurred by HSRI directly in the performance of the services will be itemized, and if required by contract, supported with backup invoices or expense receipts. Employee timesheets are considered confidential and proprietary, and will not be provided.

10. DISPUTES - The parties shall enter into good faith negotiations to resolve any disputes hereunder.  In the event that a suit is brought by either party to enforce any term or condition of this agreement, the prevailing party shall be entitled to all costs and expenses, including reasonable attorneys’ fees incurred in such proceedings.

11. ASSIGNMENT - There shall be no assignment of the rights or obligations in this agreement by either party without the written consent of the other party and any assignment absent such consent shall be null and void, and shall render the corresponding duties and obligations of the party null and void.

12. LIMITATION OF LIABILITY - Notwithstanding any other language in this contract, in no event will the total and aggregate liability of HSRI exceed the contract amount, or the total amount of verified Client payments to HSRI on the project, whichever is less.