This Legally Binding Agreement is entered into by and between PIERS Environmental Services, located at 1038 Redwood Hwy, Suite 100 A, Mill Valley, California 94941 (hereinafter referred to as "Service Provider" or "PIERS"), on the one hand, and the person identified and verified on the corresponding (linked or attached) PIERS Order Form (hereinafter referred to as “Client”) on the other hand (collectively, “The Parties”). The Client has requested that a specific scope of services be performed on their behalf. The Service requested appears on the corresponding preceding proposal, attached to this agreement. The Client may request of PIERS to perform additional consulting services. If PIERS agrees to perform these services, they will be performed on a time and materials basis

1. Background: The Client believes that the Service Provider has the necessary qualifications, experience and abilities to provide certain environmental consulting services to the Client, and Client desires to engage the Service Provider to provide such services, as further enumerated below. The Service provider is agreeable to providing such services to the Client, on the terms and conditions as set out in this Agreement. The Parties hereby agree as follows:
2. Titles/Headings: Headings are inserted for the convenience of The Parties only, and are not to be considered when interpreting this Agreement.
3. Acceptance of Terms of This Service Agreement: This Agreement is either a paper or an electronic contract that sets out the legally binding terms of The Parties’ Agreement. By signing this Agreement you, the Client have agreed to be bound by the terms, conditions and notices contained or referenced herein. If any term of this Agreement conflicts with any term contained in the Order Form, this Agreement shall supersede and control the legal obligations between the Parties. By agreeing to this contract the Client (i.e., the person or entity who authorizes this service) agrees to be bound by the following terms conditions and limitations:
4. Engagement: The Client desires and hereby agrees to engage PIERS to provide, and PIERS hereby agrees to provide Client with services set forth in above-outlined proposal, which is attached hereto and incorporated herein. The individual service chosen to be performed may have additional specific limitations and terms incorporated within its scope of services. The Client agrees to these additional terms and limitations as well.
5. Location: PIERS only conducts services for properties located within the State of California, United States of America.
6. Number of Parcels Per Order: Each order submitted and agreed to herein is limited to one (1) parcel and one (1) report only, and are further limited to commercial properties located in California that are less than one (1) acre in size and have no more than six (6) tenants. Properties or parcel orders beyond the scope of these limitations require special pricing to be negotiated and agreed upon by both PIERS and Client. Please contact PIERS directly for instructions on ordering multi-parcel Services and/or for Services on properties exceeding the maximum lot size limitations stated above.
7. Term of Agreement: This Master Agreement will remain in full force and effect for a period of five (5) years commencing from the effective date of this Agreement, the effective date being the last date upon which both parties have signed and/or otherwise accepted the terms of this Agreement. This Agreement may not be terminated except as otherwise provided for in this Agreement. The term of this Agreement may be extended only by mutual written agreement of The Parties.
8. Compensation: As consideration for the Services provided by PIERS under this Agreement, the Client will pay PIERS the amount set forth in above proposal, which is hereby incorporated herein.
9. Billings and Payments: Work will commence upon receipt of an executed copy of this agreement. Payment in full is due once the onsite work has been completed. Any additional services requested by the client will be invoiced on a Time and Materials Basis
10. Limitation of Liability: PIERS total liability to the Client for any and all injuries, claims, losses, expenses or damages whatsoever directly or indirectly arising out of, or in any way related to this agreement from any cause or causes, including but not limited to PIERS negligence, errors, omissions, strict liability, or breach of contract shall not exceed the total amount of the compensation paid to PIERS pursuant to this Agreement. PIERS shall not be liable for any latent or hidden conditions, conditions not actually observed by PIERS, the potential consequences of observable conditions, conditions of which Client had knowledge of at the time of the services, or any unauthorized assignment of or reliance upon their ports. Notwithstanding the prior sentence, in no event shall PIERS be liable to client for any exemplary, punitive, direct or indirect incidental, special or consequential (including lost profits) damages arising from or in anyway connected with its performance or failure to perform under the Agreement, even if the affected party has knowledge of the possibility of such damages.
11. Reliance and Assignment: Only the Client may rely on the contents of the services provided hereunder. No other person or entity may rely on the report without the advance written consent of PIERS, and no other third-party beneficiaries are intended. Except as described above, the Client shall not assign the Agreement, any report or any related work product, without the prior written consent of PIERS. Any unauthorized reuse or redistribution of PIERS' work product or reports shall be at the Client's and Recipient's sole risk, without liability to PIERS. PIERS shall not assign its obligations under the Agreement.
12. Warranties and Indemnification: In performing the services, PIERS shall exercise the degree of skill and care ordinarily exercised by a reasonable, prudent professional in the same community, and in the same timeframe, given the same or similar facts and circumstances. Except as set forth in the immediately preceding sentence, PIERS makes no warranty, expressed or implied, without respect to the services of any of its oral or written reports. "Client's total liability to Piers as a result of this indemnity and for any and all injuries, claims, losses, expenses or damages whatsoever directly or indirectly arising out of, or in any way related to this agreement from any cause or causes, including but not limited to Client's negligence, errors, omissions, strict liability, or breach of contract shall not exceed the total amount of the compensation paid to PIERS pursuant to this Agreement."
13. Acknowledgement: Client acknowledges and agrees that:
    1. The services may require judgments to be made by PIERS that are based upon limited data, rather than upon scientific certainties;
    2. PIERS approach, recommendations, and associated cost estimates, if any, are based upon industry practices and averages;
    3. Professional opinions are rendered with respect to observations made and data obtained at the time of assessment;
    4. Ultimate outcomes could be inconsistent with the conclusions, results and projections of PIERS;
    5. And there may be additional reports relating to the site (whether prepared by PIERS or other parties), and reliance upon any PIERS report without reference to any such other reports is done at Client's sole risk. All information regarding operations, plans, specifications, conditions or test data which is provided to PIERS by Client, owners or third-parties (including without limitation, any point of contact at the Property), is deemed by PIERS to be correct and complete without any independent verification by PIERS. PIERS assumes no responsibility for the accuracy of such information and shall not be liable if reliance upon such information results in incorrect conclusions or results. Client shall hold PIERS harmless from and against any and all liabilities, losses, costs, damages, claims, obligations, fees, and expenses (including reasonable Attorney's fees) (collectively, "Losses") for such reliance.
14. Disclaimer: Neither PIERS, nor this Agreement or the Services provided hereunder, make any representations or guarantees concerning the condition of a Property. PIERS shall not be responsible for conditions or consequences arising from facts and information that were withheld or concealed, or not fully disclosed at the time the Services are performed. Conclusions and recommendations that might be contained in any ultimate report (depending on report type) for the Property are preliminary in nature, and are based wholly upon the data obtained and available information reviewed during the assigned Service. PIERS is not responsible for errors or omissions in agency files or databases, or non-disclosure by Property owners or representatives. It should be noted that governmental agencies often do not list all sites with environmental contamination; the lists and data used could be inaccurate and/or incomplete. The absence of potential gross contamination sources, historic or present, does not necessarily imply that the subject Property is free of any contamination. PIERS reports will not address, in any way: septic systems, leach fields, septic tanks, or related health hazards, lead in drinking water, lead-based paint, asbestos containing materials, radon, wetlands, cultural and historic resources, industrial hygiene, health and safety, ecological resources, endangered species, indoor air quality, high voltage power lines, mold, dust, any air quality issues or microorganism concerns. PIERS reports also do not address permitting, environmental compliance, business environmental risks, or mold issues.
15. Entire Agreement: This Agreement constitutes the entire agreement between The Parties with respect to the services ordered hereby, and supersedes all prior letters of agreements with respect thereto. This Agreement may not be amended or modified except through writing executed by each of The Parties or other electronic communication recorded in a tangible form approved by each of The Parties.
16. Capacity/Independent Contractors: It is expressly agreed that the Service Provider is acting as an Independent contractor, and not as an employee in providing the services hereunder. The Service Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them. Acknowledgement is hereby made that PIERS may employ, by subcontract, suitably trained persons or entities acceptable to PIERS to perform the services.
17. Insurance: PIERS agrees to maintain a Commercial General Liability Insurance Policy with a $1,000,000 coverage limit, and a Professional Liability Errors and Omissions Policy with a$1,000,000 Aggregate Limit.
18. Right of Entry: The Client shall arrange for the right of entry to the subject Property ("Site") by PIERS, its agents, employees, consultants, contractors and subcontractors, for the purpose of performing all acts as may be reasonably necessary to perform the services within the agreed scope of work. In certain instances, PIERS may require that Site personnel operate major building systems and equipment at the time the services are performed.
19. Underground Utilities: Client shall designate the location of all subsurface utility lines and other objects on the Property if this information is readily available.
20. Force Majeure: PIERS shall not be responsible for damages or delays in performance caused by force majeure, acts of God, events beyond the control of PIERS, acts of terrorism, or events that could not have been reasonably foreseen and/or prevented.
21. Legal Expenses: In the event that legal action becomes necessary to enforce or construe any term of this Agreement, the prevailing party in such action will be entitled to recover, in addition to any other recoverable damages, all reasonable costs and Attorney's fees incurred in connection with such action.
22. Confidentiality: The Service Provider acknowledges that a material term of the Agreement with the Client is to keep all confidential information belonging to the Client absolutely confidential and protect its release to the public. The Service Provider agrees not to divulge, reveal, report, or use, for any purpose, any confidential information, which the Service Provider has obtained or which was disclosed to the Service Provider by the Client. Third parties may not rely on the contents of the forthcoming report. Exceptions: PIERS may disclose any of the confidential information: a.) To a third-party where the Client has consented in writing to such disclosure and/or b.) to the extent required by Law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
23. Governing Law: This Agreement, all terms and conditions of this Agreement, and the performance under or interpretation of this Agreement, and all suits and special proceedings under this Agreement, shall be construed in accordance with and governed, to the exclusion of the law of any other forum, by the Laws of the State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted.
24. Legal Actions: Limitation on Actions: The Client by executing this agreement limits the period in which it may bring an action against PIERS, its affiliates and their respective directors, officers’ employees, agents and subcontractors to two years after the date of PIERS final invoice. This section shall survive the termination of this agreement.
25. EXCEPTIONS AND LIMITATIONS
    This cost proposal does not include: disposal of displaced tank contents, disposal of contaminated soils, any additional sampling costs if requested by regulatory agencies, remedial actions for contamination of soil or groundwater. Client agrees to pay these fees directly if required at cost plus 15%. PIERS Environmental Services is not responsible for unstable soil, unforeseen structures, cables, conduits, underground piping, rock, high water table or conditions caused by acts of god. Additional charges may be incurred if any of the foregoing conditions are encountered. In the performance of the scope of services indicated above, PIERS will take reasonable precautions to avoid damaging buried structures and utilities. Insofar as jobsite safety is concerned, PIERS is responsible solely for its own employee’s activities on the jobsite, but shall not be construed to relieve the client, the owner, or any construction contractors from their responsibilities for maintaining a safe jobsite.
    
    Neither professional activities of PIERS, nor the presence of PIERS or its employees and subcontractors, shall be construed to imply PIERS has any responsibility for methods of work performance, supervision, sequencing of construction, or safety in, on or about the job-site. limitation of liability PIERS total liability to the client for any and all injuries, claims, losses, expenses or damages whatsoever directly or indirectly arising out of or in any way related to this agreement from any cause or causes, including but not limited to PIERS negligence, errors, omissions, strict liability, or breach of contract shall not exceed the total amount of the compensation paid to PIERS pursuant to this agreement. PIERS shall not be liable for any latent or hidden conditions, conditions not actually observed by PIERS, the potential consequences of observable conditions, conditions of which client had knowledge of at the time of the services, or any unauthorized assignment of or reliance upon the reports. Notwithstanding the prior sentence, in no event shall PIERS be liable to client for any exemplary, punitive, direct or indirect, incidental, special, or consequential (including lost profits) damages arising from or in any way connected with its performance or failure to perform under the agreement, even if the affected party has knowledge of the possibility of such damages. Force majeure: PIERS shall not be responsible for damages or delays in performance caused by force majeure, acts of god, events beyond the control of PIERS, acts of terrorism or events that could not have been reasonably foreseen and/or prevented.
26. Approval: Acceptance of this proposal is conveyed via the signature of the client below.

ACCEPTANCE AND AUTHORIZATION TO PROCEED
The above price, specifications, conditions and limitations are satisfactory and are hereby accepted. PIERS Environmental Services is authorized to complete this work as specified.