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ECS CAROLINAS, LLP
<br /> TERMS AND CONDITIONS OF SERVICE
<br /> These Terms and Conditions of Service,including any supplements that may be agreed
<br /> to,along with the accompanying Scope of Services and Professional Fees constitute the 7.0 RIGHT OF ENTRYIDAMAGE RESULTING FROM SERVICES
<br /> entire Agreement["AGREEMENT"]under which Services are to be provided by ECS- 7.1 CLIENT warrants that it possesses the authority to provide right of entry
<br /> Carolinas, LLP["ECS'l (including its employees,officers,successors and assigns)for permission for the performance of ECS'Services. CLIENT hereby grants ECS
<br /> Client["CLIENT"](including its employees,officers,successors and assigns). and its subcontractors and/or agents,the right to enter from time to time onto the
<br /> 1.0 INDEPENDENT CONSULTANT STATUS property owned by CLIENT and/or other(s)in order for ECS to perform the Scope
<br /> of Services.
<br /> 1.1 Except as may be otherwise noted herein,ECS shall serve as an independent 7,2 Except where ECS' Scope of Services explicitly includes obtaining permits,
<br /> professional consultant to CLIENT and shall have control over,and responsibility licenses,and/or utility clearances for the performance of ECS'Services,CLIENT
<br /> for,the means and methods for providing the Services under this AGREEMENT, warrants that it possesses all necessary permits, licenses and/or utility
<br /> including the retention of Subcontractors and Subconsultants. Unless expressly clearances for the Services to be provided by ECS.
<br /> stated in ECS'Scope of Services, ECS shall not serve as CLIENT'S agent or
<br /> representative. 7.3 ECS will take reasonable precautions to limit damage to the Site and
<br /> Improvements during the performance of ECS'Services. CLIENT understands
<br /> 2.0 SCOPE OF SERVICES that use of exploration, sampling, or testing equipment may cause some
<br /> 2.1 It is understood that the Scope of Services, Professional Fees, and time damage,the correction and restoration of which is not part of this AGREEMENT,
<br /> schedule defined in the Scope of Services are based on information provided by unless explicitly stated in ECS' Scope of Services, and reflected in the
<br /> CLIENT and/or CLIENT'S contractors and consultants. CLIENT acknowledges Professional Fees.
<br /> that if this information is not current,is incomplete or inaccurate,or if conditions 7.4 CLIENT agrees that it will not bring any claims for liability or for injury or loss
<br /> are discovered that could not be foreseen by a reasonable person,the Scope of allegedly arising from procedures associated with exploration,sampling or testing
<br /> Services may change,even while the Services are in progress. activities, or discovery of Hazardous Materials, or suspected Hazardous
<br /> 3.0 STANDARD OF CARE Materials, or ECS' findings, conclusions, opinions, recommendations, plans,
<br /> and/or specifications related to discovery of contamination.
<br /> 3.1 ECS shall strive to perform its professional Services in a manner consistent with
<br /> that level of skill and care ordinarily exercised by competent members of the 8.0 UNDERGROUND UTILITIES
<br /> same profession providing similar Services in the same region, under similar 8.1 In addition to CLIENT-furnished information regarding underground utilities,ECS
<br /> conditions during the same time period. No other representation,expressed or shall take reasonable and locally customary precautions, possibly including
<br /> implied, and no warranty or guarantee is included or intended in this contacting local public and/or private utility locating services,and/or conducting
<br /> AGREEMENT,or in any ECS report,opinion,plan or other Document of Service, research of publicly available information, to identify underground utilities, as
<br /> in connection with ECS'Services. deemed appropriate in ECS' professional opinion. The extent of such
<br /> 3.2 CLIENT understands and agrees that ECS'professional judgment must rely on precautions shall be at ECS'sole discretion.
<br /> the facts learned during performance of the Scope of Services. CLIENT 8.2 CLIENT recognizes that despite due care, ECS may be unable to identify the
<br /> acknowledges that such data collection is limited to the immediate area that is locations of all subsurface utility lines and man-made features, and that
<br /> sampled,tested and/or observed. Consequently,CLIENT agrees that it shall not information obtained by ECS and/or ECS'subcontractor(s)or provided to ECS
<br /> bring a claim, based upon facts subsequently learned, regarding conditions from any entity may contain errors or be incomplete.
<br /> between sampling/testing points,in areas not evaluated by ECS,or which were
<br /> not part of the immediate area(s)explicitly evaluated by ECS. 8.3 CLIENT agrees that ECS shall not be liable for damage or injury,consequential
<br /> economic damages, and/ penalties resulting from damage to subterranean
<br /> 3.3 ECS'professional Services shall be provided in a manner consistent with sound structures(pipes,tanks,cables,or other utilities,etc.)which are not called to
<br /> engineering and professional practices. If a situation arises that causes ECS to ECS'attention in writing and correctly shown on the diagram(s)furnished by
<br /> believe compliance with CLIENT'S wishes could result in ECS violating CLIENT or CLIENT'S consultants, or for underground features not marked, or
<br /> applicable Laws or Regulations,or will expose ECS to claims or other charges, improperly located by governmental or quasi-governmental locators, utility
<br /> ECS shall so advise CLIENT. If CLIENT'S actions or inaction result in a violation owners,or private utility locating services.
<br /> of applicable Laws or Regulations, ECS shall have the right to terminate its
<br /> Services in accordance with the TERMINATION provisions of this AGREEMENT. 9.0 SAMPLES
<br /> 3.4 If CLIENT decides to disregard ECS'recommendations with respect to complying 9.1 Soil, rock, water, building materials and/or other samples and sampling by-
<br /> with applicable Laws or Regulations,ECS shall determine if ECS is required to products obtained from the Site are the property of CLIENT. ECS will store
<br /> notify the appropriate public officials. CLIENT agrees that such determinations samples not consumed in laboratory testing for up to sixty(60)calendar days
<br /> are ECS'sole right to make. CLIENT also agrees that ECS shall not bear liability after the issuance of any document containing data obtained from those
<br /> for failing to report conditions that are CLIENT'S responsibility to report. samples, unless other arrangements are mutually agreed upon in writing.
<br /> Samples consumed by laboratory testing procedures will not be stored as
<br /> 4.0 CLIENT DISCLOSURES outlined above.
<br /> 4.1 CLIENT shall furnish and/or shall direct CLIENT'S consultant(s)or agent(s)to 9.2 Unless CLIENT directs otherwise, CLIENT authorizes ECS to dispose of
<br /> furnish ECS information identifying the type and location of utility lines and other CLIENT'S non-hazardous samples and sampling or testing process byproducts
<br /> man-made objects known, suspected,or assumed beneath the Site's surface, in accordance with applicable Laws.
<br /> where the Scope of Services requires ECS to penetrate the Site surface.
<br /> 4.2 CLIENT shall notify ECS of any known, assumed, or suspected regulated, 10.0 ENVIRONMENTAL RISKS
<br /> contaminated,or Hazardous Materials that may exist at the Site prior to ECS 10.1 All substances on,in,or under CLIENT'S Site,or obtained from CLIENT'S Site
<br /> mobilizing to the Site. Such Hazardous Materials shall include but not be limited as samples or as byproducts of the sampling process, are and will remain
<br /> to any substance which poses or may pose a present or potential hazard to CLIENT'S property.
<br /> human health or the environment whether contained in a product,material,by- 10.2 When Hazardous Materials are known,assumed,or suspected to exist at the
<br /> product,waste,or sample,and whether it exists in a solid,liquid,semi-solid or Site,ECS shall take appropriate precautions deemed prudent in ECS'sole and
<br /> gaseous form["Hazardous Materials"). professional opinion to comply with applicable Laws and Regulations, and to
<br /> 4.3 If any Hazardous Materials are discovered,or are reasonably suspected by ECS reduce the risks to ECS'employees,public health,safety,and welfare,and the
<br /> after its Services are initiated,a Changed Condition shall exist. environment. CLIENT agrees to compensate ECS for such precautions.
<br /> 5.0 INFORMATION PROVIDED BY OTHERS 10.3 When Hazardous Materials are known, assumed, or suspected to exist at the
<br /> Site, ECS will handle such materials as Hazardous Materials. ECS or ECS'
<br /> 5.1 CLIENT waives any claim of liability against ECS regarding any claim for injury or subcontractors will containerize and label such Materials in accordance with
<br /> loss allegedly arising from errors,omissions,or inaccuracies in documents and applicable Law,and will leave the containers on Site. CLIENT is responsible for
<br /> other information in any form provided to ECS,including such information that the retrieval and lawful removal, transport and disposal of such contaminated
<br /> becomes incorporated into ECS Documents of Service. samples,and sampling process byproducts.
<br /> 6.0 CONCEALED RISKS 10.4 Unless explicitly stated in ECS'Scope of Services,ECS shall not subcontract nor
<br /> 6.1 CLIENT acknowledges that special risks are associated with the identification of arrange for the transport, disposal, or treatment of Hazardous Materials. At
<br /> concealed conditions[i.e.,subsurface conditions,conditions behind a wall,etc., CLIENT'S request, ECS may assist CLIENT in identifying appropriate
<br /> that are hidden from view,are not readily apparent,or cannot be accessed for alternatives for transport, off-site treatment, storage, or disposal of such
<br /> sampling/testing]. substances, but CLIENT, not ECS, shall make final selection of methods and
<br /> firms to provide such services. CLIENT shall sign all manifests for the disposal
<br /> 6.2 Conditions that ECS infers to exist between sampling/testing points may differ of substances affected by Hazardous Materials contaminants and shall otherwise
<br /> significantly from the conditions that exist at the sampling/testing points. Since exercise prudence in arranging for lawful disposal.
<br /> some conditions can change substantially over time,the CLIENT recognizes that, 10.5 In those instances where ECS is expressly retained by CLIENT to assist CLIENT
<br /> because of natural occurrences or human intervention at or near the Site,actual in the disposal of Hazardous Materials,samples,or wastes,ECS shall do so only
<br /> conditions discovered through sampling/testing may be subject to rapid or as CLIENT'S agent(notwithstanding any other provision of this AGREEMENT to
<br /> gradual change. the contrary)so that ECS shall not assume the role of, nor be considered a
<br /> 6.3 ECS will make reasonable efforts to anticipate and identify potential concealed generator,starer,transporter,or disposer of Hazardous Materials.
<br /> conditions for exploration,sampling or testing. However,CLIENT understands 10.6 Subsurface sampling may result in unavoidable cross-contamination of certain
<br /> that such risks cannot be eliminated and agrees that the Scope of Services is subsurface areas,as when a probe or excavation/boring device moves through a
<br /> that which CLIENT agrees suits CLIENT'S own risk tolerances. CLIENT may contaminated zone and links it to an aquifer, underground stream, or other
<br /> request ECS to evaluate the risks and provide a higher level of exploration to hydrous body not previously contaminated,or connects an uncontaminated zone
<br /> reduce such risks,if desired or appropriate. with a contaminated zone. Because sampling is an essential element of ECS'
<br /> Services indicated herein, CLIENT agrees this risk cannot be eliminated.
<br /> ECS Proposal No: Page 1 of 3 Ver.03-03-06
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