Agenda - 09-06-1994 - VIII-F - Laserfiche WebLink

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A • GENERAL TERMS AND CONDITIONS STANDARD OF CARE.Tngon Engineering Consultants.Inc hereinafter TEC")will perform those Services contracted for with",'he scope Ot work using that degree of care as of the time services are rendered wnicn Is exercised by and consistent with the standards of similar consultants of ordinary skill and prudence practicing m me same or similar ideality of the protect site under similar cvcumstances as t0 the protect site SCOPE OF WORK,The Services to be performed are limited to those set forth in TEC's proposal and TEC shalt be under 50 duty ro render any service not expressly covered therein nor shalt TEC be liable for the failure to perform arty other ser/ices It the proposal does 1,01 include any services or testing at an environmental nature for hazardous wastes or substances then TEC may rely an the same as a disclosure by Client of the non presence of any SUCh waste or Substances On the proleCt Site The 'Contract Documents shall mean all terms and provisions set forth herein together with proposals. exhibits and other 0OCUments chat form a part of this Agreement .. PERMITS AND RIGHT OF ENTRY.Client warrants that TEC.its agents.staff.employees and subcontractors have permission TO enter upon all lands involved in the services to be performed and that Client possesses as necessary permits and licenses required for the activities being Conducted at the site If Client does not own the and where the services are to be performed.Client warrants that a has obtained the above required permission from the owner together with a release Of TEC by owner as to any damage Incidentally incurred In performance of the Service required WARRANTY.THE ONLY WARRANTY MADE BY TEC IS THAT IT WILL USE THAT DEGREE OF CARE SET FORTH IN THE STANDARD OF CARE ABOVE NO OTHER WARRANTY OR REPRESEN TA. TION EITHER EXPRESS OR IMPLIED,IS MADE OR INTENDED.INCLUDING.BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE DISCLOSURE.Client agrees to furnish or cause to be furnished all information Client has or through due diligence should have wnicn information TEC reasonably requires in order to property perrorm the Services TEC will not be responsible for any damges incurred by Client or third parties as a result of Client s failure!o disclose such information to TEC In addition TEC will not oe responsible for performing any services or advising Client of the necessity of performing any services caused by the failure to disclose such information HEALTH AND SAFETY NOTIFICATION.Client acknowledges mat the existence Of hazardous materials.substances.wastes and Other materials Or defects present on the premises can affect ine^ear" and safety of TEC s personnel and equipment and affect the procedures teat TEC will use to minimize risks to ifs employees and the ouoiic Thetetore Client warrdnis trial r has.al',d.s0cseo'c 'EC any knowledge which it IS aoen!s employees or others with whom it has contracted have.Or through the exercise or due diligence could obtain as to the existence or 00531015 existence i an,such hazardous materials substances wastes or other detective materials located on or about the protect premises Client agrees that i1 will oe haole.'or damages Suffered by TEC Is empiavees agen's a S�CCC'°i:'7is in the event of personal injury or disease or loss of equipment suffered I II by its failure to so disclose.i21 or by it or its agents and other contractors!allure to adequately protect'tom or oreyem'^o _,, of such materials on me site r c HAZARDOUS SUBSTANCE DISCLOSURE AND LIABILITY.TEC.",the performance 01 its Services does nab assume control of or responsibility for the site and yes no respons1oa,ty or'e0c^•rig any federal state or local public agencies arty conditions at the site that may represent a potential danger to public safety health or the environment Client snail do and senor",all acts and make such notifications as are appropriate or are required by federal.state or local statutes.laws.Ordinances or regulations In connection with the Services TEC performs Client agrees:hat'EC has not^onrr.outed to the presence of any hazardous materials.substances.wastes or other defective materials located on or about the protect site and TEC will not be liable to Client for any damages Ciaims expenses Y costs concerning me same arising Out Of the performance of Services requested by Client Client further agrees to bully hold harmless.indemnify protect and defend including the costs of attorney lees in its defense. TEC from and against any and all claims and liabilities resulting from or arising out of Services and testing performed by TEC.including the possible release or IntroOucl.on onto ine s.re 01 hazardous waste or substances caused by the Services.testing or drilling by TEC at the site whether the same are made by third Parties or by governmental agencies under any'ederai state iocai or common law now existing or hereafter arising.including.but not limited to.any claims or actions under the Comprehensive Environmental Response.Compensation and Liability Act as amended ass the Resources Conservation and Recovery Act.as amended INSURANCE. TEC maintains Workmen s Compensation and Employer s Liability Insurance in conformance with State Law In addition TEC maintains Comprehensive General Liaoihry'insurance and Automobile L.aoaity Insurance with combines single bodily iniury and property damage limits of 550000000 A Certificate at Insurance will be supplied evidencing such coverage which contains a 7ause providing Mal ten days written notice be given prior to cancellation of coverage it requested by Client Client shall be responsible for all other necessary and appropriate insurance tar!n P e .oleo:site LIABILITY AND INDEMNITY.Client a. • that TEC will not be liable or responsible any claim loss or damage asserted be it .is agents or employees Or 0 y Mira loamy axslnq:,,I at o' as a result of any act error Or omissio EC in the performance of the agreed se s beyond the limits coverage or conotti of insurance specified above or 's fee for its Services wnicneve• is greater In the event any this oar .rings suit or claim for damages against TE eging exposure to or damage iron mate elements or constituents at or fro tient 5 facility oetore during or a the performance of TEC s servi or as a result of any alleged act.error or om ion by TEC in performance of Its services tent agrees to hold TEC harmless a noemnify TEC for camases in urns beyond the limits covera.. • conditions Of insurance specified above or 'S fee.whichever.5 greater in the eve ny[biro party brings suit or claim t ama es against TEC alt or damage from mater...-lements Or constituents at or from Client s t 9 9 eginq pitab y nyfsuc during, cl alter performance TEC Of ss Seri,ces wnicn 5 TEC bully y or r red•^cost for remedial action i viii a ed: of Ili@ property or o- r property damages.Client agrees 10 defers C in any such suit or claim and hold TEC rm IPSS and indemnify TEC fully IOr such claims Client with cone PnCe will set hire and pay a . orney t0 defend TEC in any such Suit or cl will pay Court costs for which TEC may table•n any swim suit and will bear d bay litigation expenses Clie ncurs i pros ding a reasonable- i:professional defense which will be provide Client Client will have me right to investi negotiate anti settle with TEC's co urrence.any such suit or dal ,and TEC Will cooperate in the a- nse of any such suit or claim SAMPLING OR TESTING LOCATIONS.The unit fees included in this proposal do not include costs associated with surveying of the site Or the accurate horizontal and'vertical locations of tests Fed tests or boring locations described in TEC's reports or shown on TEC's sketches are based on specific information furnished to TEC by others or estimates made in the held Dy TEC 5 technic arts Soo- dimensions.depths or elevations are considered as approximations unless otherwise stated in the report DAMAGE TO EXISTING MAN-MADE OBJECTS.It shall be the responsibility of the Client or the owner or their duly authorized representatives.to disclose the presence and accurate location Ol all hidden or obscure manmade obtects.relative to field test or boring locations TEC's field personnel are trained to recognize clearly identifiable stakes or marking in the held.and without special written instructions.to initiate held testing,drilling and/or sampling within a lew feet of each designated location It TEC is cautioned.advised.or given data in writing that reveals the presence at underground or overground obstructions.such as utilities.pipes cables or tanks.special instructions will be given TEC personnel Client has sole responsibility for providing TEC with this mtorrnalion Client agrees to indemnify and save TEC harmless from all claims.suits losses.personal",tunes.death.and property liability resulting!ram unusual subsurface conditions or damages to subsurface structures owned by Client Or thiro darties.occurring in the performance Of the proposed work.whose presence and exact locations were not revealed to TEC in writing.and to reimburse TEC for expenses.n connection with any such claims or suits.including reasonable attorney s fees SAMPLE DISPOSAL AGREEMENT.Test specimens or samples(excluding drilling samples)will be disposed of immediately upon completion of tests All drilling samples will be disposed of'CO says atter submission of TEC s reoon unless otherwise requested Upon request. TEC will agree to retain test specimens or drilling samples tar a mutually acceptable storage charge CONTAMINATED EQUIPMENT.All laboratory and held equipment contaminated in performing TEC's Services and which cannot be reasonably decontaminated shall become the property and•escons,oii ity of Client All such equipment Shall De delivered to Client or disposed Of in a manner indicated for hazardous materials or substances Client agrees to pay TEC the lair market value of any such equipment which Cannot reasonaoiy be decontaminated UNFORESEEN OCCURRENCES.If during the performance of Services.any unforeseen hazardous substances or constituents or other unforeseen conditions or occurrences are encountered wnicn .n TEC s sate judgment significantly affect or may affect the Services.the risk involved in providing the Services.or the recommended scope of Services.TEC will promptly notify Client thereof Suosequent to mat notification TEC may tai it practicable.in TEC's sole judgment complete the original scope of work in accordance with the procedures originally provided in the proposal Si Agree with Client to modify the Scope of Work and the estimate of charges to include study of the previously unforeseen conditions or occurrences.such revision to be in writing ans signed Os ine odri■es and ncoroorated herein or r rerm.nate Me Services effective on the date specified by TEC in writing CLAIMS.in me event that Client makes a claim against TEC for any kind of relief for any alleged error omission.or act arising out of the performance of TEC's Services that cannot be mutually resolved without resort'a"ligation and Client fails to prevail on such claim.then Client shall pay all costs incurred by TEC in defending TEC against the claim.including.without limitation TEC s personnei'reiatec costs attorneys tees court costs arts Other claim•related expenses.including,without limitation.costs.lees and expenses of experts Client agrees that for the purposes of this Agreement rt has'ayes •o orr_va,i as'o•to claim when judgment in its favor in litigation is for a sum of money less than that sum offered by TEC to resolve the matter without litigation or wnen Client has a iudgment entered against cn any or all claims asserted INCIDENTAL SITE DAMAGE.Client recognizes that the Services to be rendered may unavoidably affect.alter or damage the terrain structures.buildings vegetation and equipment in at or upon•^e 5,1e and Client will nut hold rEC liable or responsible for the same LAW TO APPLY. fhe validity interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the state of North Carolina NO WAIVER.No waiver sv either party of any default by the other party in the performance at ace provision of this agreement snail operate as or be construed as a waiver of any ruture default xmei^cr .e . _nt n character SEVERABILITY lb any provisirn ill'his Agreement or application thereof to any person or Circumstance shall to any extent be nvalid the remainder of this Agreement or me application ct such s'ire's r^ oe'sons or:rcumstances other man those as to Which it is held invalid.snail not be affected thereby.and each provision of this Agreement snail be valid and enforced to the fullest extent Demurred cv as ENTIRE AGREEMENT. 'h•s Agreement ncluding the Contract Documents represents the entire unoersrandinq and agreement between the parties hereto relating to the Services and supersedes do, and iii Ci i,r agree'-'enrs wnetnei 5,.ii,en on oral that may exist between the parties regarding same To the extent that any additional or ditterenr terms or conditions conflict with the terms and:or'c t i its -:,^P Anteeo,ne,n rig terms and cii'dit.Ons Ot this Agreement shall govern No amendment or modification to this Agreement or any waiver of any provisions hereof snail be effective unless in Cr'-q Ind PAYMENTS TERMS. A C..enl mil par fEC for services and expenses in accordance with the Contract Documents TEC will submit progress invoices to Client monthly and final invoice upon ComOlet,or Ot'15 Ser,ces Eacn nvoice or'.presentation '5 due and payable by Client Or its authorized representative Invoices are past due after 30 days Past sue amounts are subject to a service charge of one and one.nait oe".en' hc,month ieo'der annum,on the oulslanninq balance Attorneys lees and Other costs incurred in Collecting past due amounts shall be paid oy Client 9 TEO i^aiv re Said n lull inr all Services under iris Aoreement including any additional Services in excess Of mese stated.n Intl Agreement as specifically autnorized by Client C The Chem s 'Cl.dation to day in,the Services contracted is in no way dependent upon the Clients ability to obtain financing approval of governmental or regulatory agencies.or.,port ine suCCe55tui :0m0'Ptdn of!rte protect