Terms of Engagement

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Abbotsford | Geotechnical  1-604-385-4244

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Burnaby  1-604-436-9111

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Victoria  1-250-744-3992

Terms of Engagement

  1. General: Metro Testing & Engineering Ltd. (“Metro”) shall render the Services, as specified in the attached Scope of Services, to the client for this Project in accordance with the following terms of engagement. Metro may, at its discretion and at any stage, engage sub-consultants to perform all or any part of the Services.
  2. Representatives: Each party shall designate a representative who is authorized to act on behalf of that party and receive notices under this Agreement.
  3. Authorization to Proceed: Ordering of work over the telephone or by written instructions will serve as authorization for Metro to proceed with the services called for in this agreement with the terms. This Agreement, including attachments incorporated herein by reference, represents the entire agreement between Metro and Client. This Agreement may be altered only by written instrument signed by authorized representatives of both Client and Metro.
  4. Extent of Agreement: Work beyond the scope of services or redoing any part of the project through no fault of Metro, shall constitute extra work and shall be paid on a time-and-materials basis in addition to any payment provided for in this Agreement. If, during the course of performance of this Agreement, conditions or circumstances are discovered which were not contemplated by Metro at the commencement of this Agreement, Metro shall notify Client in writing of the newly discovered conditions or circumstances, and Client and Metro shall renegotiate, in good faith, the terms and conditions of this Agreement.
  5. Compensation: Charges for the Services rendered will be made in accordance with Metro’s Schedule of Fees and Disbursements in effect from the time services are rendered. Metro’s Schedule of Fees and Disbursements are included in Metro’s Budget Estimate (if applicable). All charges will be payable in Canadian Dollars. Metro shall invoice the Client on a monthly basis for the services performed under this Agreement and shall provide a monthly summary of costs to date. The Client shall pay such invoice with thirty (30) days of receipt. Invoices not paid with thirty (30) days of the invoice date shall be subject to a late payment charge of 1.5% per month (18% per annum) from the date of billing until paid. The invoice amounts shall be presumed to be correct unless the Client notifies Metro in writing within fourteen (14) days of receipt. Overdue accounts over ninety (90) days will be forwarded to a collections company.
  6. Probable Costs: Metro does not guarantee the accuracy of probable costs for providing Engineering Services. Such probable costs represent only Metro’s judgement as a Professional and are supplied only for the general guidance of the Client.
  7. Concrete Lab Work: Concrete cylinders will not be broken on weekends, statutory holidays or outside of regular business hours unless specifically requested in writing. If specifically requested, they will be subject to a 2-hour minimum overtime charge in addition to the regular cylinder charge.
  8. Standard of Care: Metro shall perform its services in a manner consistent with the standard of care and skill ordinarily exercised by members of the profession practicing under similar conditions in the geographic vicinity and at the time the services are performed. The Agreement neither makes nor intends a warranty or guarantee, expressed or implied.
  9. Indemnity: Client waives any claim against Metro, its officers, employees and agents and agrees to defend, indemnify, protect and hold harmless Metro and its officers, employees and agents from any and all claims, liabilities, damages or expenses, including but not limited to delay of the project, reduction of property value, fear of or actual exposure to or release of toxic or hazardous substances, and any consequential damages of whatever nature, which may arise directly or indirectly, to any party, as a result of the services provided by Metro under this Agreement, unless such injury or loss is caused by the sole negligence of Metro.
  10. Limitation of Liability: Client agrees to limit Metro and its officers, employees, and agent’s liability due to professional negligence and to any liability arising out of or relating to this Agreement to Fifty Thousand Dollars ($50,000) or the amount of Metro’s fee, whichever is less. This limit applies to all services on this project, whether provided under this or subsequent agreements, unless modified in writing, agreed to and signed by authorized representatives of the parties. No claims may be brought against Metro in contract or tort more than two (2) years after Services were completed or terminated under this engagement. Note: Metro will not be responsible for water ingress related problems as our insurance policy contains an Absolute Water Ingress Exclusion.
  11. Additional Limits: for special projects, higher liability limits are available from our underwriter for an additional fee.
  12. Insurance: Metro warrants it is protected by applicable WorkSafeBC Insurance or WCB Alberta, General Liability Insurance, Professional Errors and Omissions Insurance, and Automobile Liability Insurance. Certificates for such policies of insurance shall be provided to the Client upon request.
  13. Responsibility: Metro is not responsible for the completion or quality of work that is dependent upon or performed by the Client or third parties not under the direct control of Metro, nor is Metro responsible for their acts or omissions or for any damages resulting therefrom. Metro shall not be responsible for:
    a. The failure of a contractor, retained by the Client, to perform the work required for the Project in accordance with the applicable contract documents;
    b. The design of or defects in equipment supplied or provided by the Client for incorporation in the Project;
    c. Any cross-contamination resulting from subsurface investigations;
    d. Any damage to subsurface structures and utilities which were identified by the Client;
    e. Any Project decisions made by the Client in the decisions were made without consultation of Metro or contrary to or inconsistent with Metro’s recommendations;
    f. Any consequential loss, injury, or damages suffered by the Client, including but not limited to loss of use, earnings, and business interruption; and,
    g. The unauthorized distribution of any document or report prepared by or on behalf of Metro for the exclusive use of the Client.
  14. Exclusive Use: Services provided under this Agreement, including all reports, information or recommendations prepared or issued by Metro, are instruments of service for the execution of the Project. Metro retains the property and copyright in these documents, whether the Project is executed or not. No other use of these documents is authorized under this Agreement without the prior written agreement of Metro.
  15. Samples: All non-consumed samples shall remain the property of the Client, and Client shall be responsible for and promptly pay for the removal and lawful disposal of samples, cuttings and hazardous materials, unless otherwise agreed in writing. If appropriate, Metro shall preserve samples obtained for the project for not longer than thirty (30) days after the issuance of any document that includes the data obtained from those samples.
  16. Environmental: Metro’s field investigation, laboratory testing and engineering recommendations will not address or evaluate pollution of air, soil and/or groundwater, unless otherwise specifically listed in the attached Scope of Services. Metro will cooperate with the Client’s environmental consultant during field work phase of the investigation.
  17. Field Services: Where applicable, field services recommended for the Project are the minimum necessary, in the sole discretion of Metro, to review whether the work of a contractor retained by the client is being carried out in general conformity with the intent of the Services. Any reduction from the level of services recommended will result in Metro not providing qualified certifications for the work.
  18. Terminations: This Agreement may be terminated by either party upon ten (10) days written notice to the other. In the event of a termination, the Client shall pay for all reasonable charges for work performed and demobilization by Metro to the date of notice of termination. The limitation of liability and indemnity obligations of this Agreement shall be binding notwithstanding certifications for the work.
  19. Dispute Resolution: If requested in writing by either the Client or Metro, the Client and Metro, shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into structured, non-binding negotiations with the assistance of a mediator on a without-prejudice basis. The mediator shall be appointed by agreement of the parties. If a dispute cannot be settled within a period of thirty (30) calendar days with the mediator, the dispute shall be referred to and finally resolved by arbitration under the rules of British Columbia or by an arbitrator appointed by agreement of the parties or by reference to a Judge of the Supreme Court of British Columbia.
  20. Governing Law: The Agreement is governed by the law of British Columbia, and any litigation shall be brought and tried in the judicial jurisdiction of the Metro office that entered this Agreement, as stated herein.