Vertex GPR, LLC (“Vertex”) offers Ground Penetrating Radar (“GPR”) and Electromagnetic Detection (“EM”) locating services. Due to GPR and EM limitations, Vertex cannot guarantee it will be able to locate all relevant items on a project. The decision to proceed with cutting, coring, drilling, vertical boring, directional boring, or excavation is left entirely up to the customer. We do not conduct a study, investigation, analysis, or interpretation of soil composition, soil conditions, or other aspects of the physical earth. We do not conduct a study, investigation, analyst of concrete composition, compaction rate, load rate or moisture content. We report retrieved data only. We do NOT provide geophysical, geological, engineering, structural engineering or land surveying services. Please contact a geophysicist, geologist, engineer, structural engineer or land surveyor if you are seeking the provision of geophysical, geological, engineering, structural engineering or land surveying service

Due to GPR and EM limitations, and other factors, Vertex CANNOT guarantee all items will be detected and/or labeled correctly.

The customer is responsible for maintenance and integrity of the markings for future use. Vertex does not guarantee how long onsite markings will last. Vertex assumes no responsibility –and will not mobilize again for marking—once Vertex has marked out the designated areas.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE CUSTOMER HEREBY AGREES TO ASSUME THE ENTIRE RESPONSIBILITY AND LIABILITY FOR, AND AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD VERTEX, ITS AFFILIATES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITIES, DAMAGES AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES, COURT COSTS, EXPERT WITNESS FEES AND ANY OTHER COST OF DEFENSE) FOR AND ARISING OUT OF THE SERVICES PROVIDED BY VERTEX TO THE CUSTOMER. THIS OBLIGATION TO INDEMNIFY, DEFEND AND RELEASE APPLIES REGARDLESS OF WHETHER OR NOT THE CLAIM OR LOSS IS OCCASIONED BY OR RESULTS FROM THE ACTUAL OR ALLEGED NEGLIGENCE OF VERTEX OR ANY OTHER PERSON, OR ENTITY, IN WHOLE OR IN PART, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, EXCEPT TO THE EXTENT THE CLAIM OR LOSS IS DUE TO VERTEX’S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN NO EVENT SHALL VERTEX OR ITS AGENTS BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR FOR THE LOSS OF PROFITS OR REVENUE, OR FOR LOSS OF USE, WHETHER RESULTING IN ANY MANNER FROM SERVICES FURNISHED UNDER THIS AGREEMENT OR FROM VERTEX’S BREACH OF ANY WARRANTY OR ANY OTHER OBLIGATION OF VERTEX UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF DAMAGES AND DISCLAIMER OF SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES SHALL APPLY TO ALL CAUSES OF ACTION WHATSOEVER ASSERTED AGAINST VERTEX PERTAINING TO THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR OF VERTEX’S OTHER OBLIGATIONS UNDER THIS AGREEMENT.

VERTEX MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ALL, WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NATURE, QUANTITY OR QUALITY OF THE SERVICES TO BE PERFORMED HEREUNDER. EXCEPT TO THE EXTENT OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, VERTEX SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DAMAGES AS A RESULT OF ITS PERFORMANCE OR FAILURE TO PERFORM THE SERVICES.

Concrete Scanning

GPR and EM are tools used to assist with locating the placement of conduits, post tension cables, wire mesh, voiding, rebar and other structural elements in concrete. While these technologies assist with mitigating risk of striking or cutting unwanted items, they are not without limitations. There are many variables that can affect the accuracy of both GPR and EM. These variables include without limitation stacked items, large amounts of reinforcing, age of concrete, moisture content of concrete, concrete thickness, surface conditions, etc. Each technology can produce false positives and false negatives. This means that there is a possibility an item thought to be detected may not exist, or that there is an item that does exist and is not identified. Additionally, GPR is unable to scan within three inches (3”) leading up to any protrusion relating to the scan surface.

The decision to proceed with cutting, coring, drilling, demolition is left entirely up to the customer, and customer assumes all risk. Additionally, when these activities do occur, customer agrees to stay no less than two inches (2”) vertically and horizontally away from the marked-out items unless otherwise specified by Vertex.

Subsurface Locating

GPR and EM are tools to assist with the locating of subsurface utilities, underground storage tanks and other manufactured subsurface objects. While these tools have been used for locating the aforementioned items with successful results, they are not without limitations. There are many variables that can affect the accuracy of both GPR and EM. These variables include without limitation soil composition, terrain, surface conditions, etc. Each technology can produce false positives and false negatives. This means that there is a possibility an item thought to be detected may not exist, or that there is an item that does exist and is not identified.

The decision to proceed with cutting, coring, drilling, boring, demolition, directional drilling or excavation is left entirely up to the customer, and customer assumes all risk. Additionally, customer should follow all state and local laws when these activities do occ. Customer agrees to stay no less than thirty-six inches (36”) vertically and horizontally away from the marked-out items unless otherwise specified by Vertex.

Global Positioning System (GPS) Mapping

Vertex offers KMZ and CAD files of detected findings (if in contract). While these files assist with knowledge to the placement of utilities and other subsurface items, they are not professional land survey grade maps/files and should not be used and or considered as such. Collected information is subject to GPS/GIS mapping unit accuracy (sub-meter) unless otherwise specified by Vertex. Customer fully understands and acknowledges that Vertex GPR is not a professional land surveying company and or organization, and that Vertex GPR does not solicit as, or make claim(s) as a professional land surveying company and or organization.

“One Call” or “811” Services

Vertex is not associated to or acts in part as a “One Call” or “811” service. Hiring Vertex does not constitute as a “One Call” or “811” service and does not mitigate the need for these services. Vertex provides services at a cost to the customer. Hiring Vertex does not negate the responsibility of the customer to follow all state and local laws. Additionally, Vertex GPR does not execute the hiring of “811” or “One Call” services, the responsibility to hire these entities is left entirely up to the customer.

Terms and Conditions of Payment

All payments to Vertex must be made in US Dollars by check, payable to Vertex GPR, LLC, delivered to P.O. Box 9583, Spring, TX 77387. Customer shall remit full payment within thirty (30) days after Customer’s receipt of invoices from Vertex. All invoices that remain unpaid after forty-five (45) days after Customer’s receipt thereof shall accrue interest at the rate of 1.5% per month.

In the event of a reasonably disputed invoice (i.e., Including but not limited to an invoice that contains a mathematical error, an unauthorized charge or reasonably requires additional evidence of its validity), Customer agrees to (i) notify Vertex in writing of such disputed amount within ten (10) days of Customer’s receipt of the subject invoice, and (ii) pay all undisputed amounts in a timely fashion. All amounts not timely and appropriately disputed shall be deemed final and not subject to further dispute.

Modification and Waiver/Acceptance and Integration

This document is intended by the parties as a final expression of their agreement and also as a complete and exclusive statement of the terms of their agreement. Without limiting the foregoing, no additional or conflicting provisions in Customer’s documents shall be deemed a part hereof and Vertex specifically objects to and rejects any such provisions. No affirmation, representation or warranty, however made, which is not specifically included with the agreement is a part hereof. No course of prior dealings between the parties, no usage of the trade, no representation by Vertex’s agent or in Vertex’s advertisements shall be relevant to supplement or explain any term used in the Agreement. Acceptance of or acquiescence in a course of performance rendered under the Agreement shall not be relevant to determine the meaning of the Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Customer shall accept the Agreement, including the terms and conditions in this document if: i) Customer has signed this document or any proposal to which these terms and conditions are made applicable, ii) Customer has in any manner authorized performance of the services, iii) Vertex shall perform the Services without objection by Customer, or iv) Customer has paid the purchase price or any portion thereof. The agreement can be modified or rescinded only by a writing signed by Customer and Vertex. No claim or right arising out of a breach of the agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. Waiver by Vertex of any breach or breaches hereunder by Customer shall not be deemed a continuing waiver of such breach nor as a waiver of or permission for any subsequent breach. Without limitation of the foregoing, the terms of this Agreement shall govern over any conflicting terms contained in any other writing related to the Services, including, but not limited to, any invoice Vertex or any purchase order of Customer.

Severability

The invalidity or unenforceability of any provisions of the Agreement shall not affect any other provisions, and the Agreement shall be construed as if such invalid or unenforceable provisions were omitted.

Assignment and Successor.

The Agreement shall be binding upon and insure to the benefit of the parties hereto and their heirs, personal representatives, successors and permitted assigns. Customer may not assign any of its rights or obligations under the Agreement without the prior written consent of Vertex.

Governing Law; venue.

This agreement shall be construed in all respects under the laws of the state of Texas without regard to the dictates of conflicts of laws thereof and the parties agree to submit to exclusive jurisdictions and venue in the courts in Harris County, Texas.