|
DocuSign Envelope ID:4D07A756-4236-4526-A1 D2-89F0777755FB
<br /> Client:Orange County Government f I r r,a r r i i w i t r'r I I r."r rr■[rr
<br /> ECS SOUTHEAST,LLP
<br /> TERMS AND CONDITIONS OF SERVICE
<br /> The professional services(the"Services")to be provided by ECS SOUTHEAST,LLP["ECS")pursuant 7.0 RIGHT OF ENTRY/DAMAGE RESULTING FROM SERVICES
<br /> to the Proposal shall be provided in accordance with these Terms and Conditions of Service 7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the Site for the
<br /> ("Terms"),including any addenda as may be incorporated or referenced in writing shall form the performance of Services. CLIENT hereby grants ECS and its subcontractors and/or agents,the right
<br /> Agreement between ECS and Client. to enter from time to time onto the property in order for ECS to perform its Services. CLIENT
<br /> 1.0 INDEPENDENT CONSULTANT STATUS-ECS shall serve as an independent professional agrees to indemnify and hold ECS harmless from any claims arising from allegations that ECS
<br /> consultant to CLIENT for Service on the Project,identified above,and shall have control over,and trespassed or lacked authority to access the Site
<br /> responsibility for,the means and methods for providing the Services identified in the Proposal, 7.2 CLIENT warrants that it possesses all necessary permits,licenses and/or utility clearances for
<br /> including the retention of Subcontractors and Subconsultants the Services to be provided by ECS except where ECS'Proposal explicitly states that ECS will obtain
<br /> such permits,licenses,and/or utility clearances.
<br /> 2.0 SCOPE OF SERVICES-It is understood that the fees,reimbursable expenses and time 7.3 ECS will take reasonable precautions to limit damage to the Site and its improvements during
<br /> schedule defined in the Proposal are based on information provided by CLIENT and/or CLIENT'S the performance of its Services. CLIENT understands that the use of exploration,boring,sampling,
<br /> contractors and consultants. CLIENT acknowledges that if this information is not current,is or testing equipment may cause minor,but common,damage to the Site.The correction and
<br /> incomplete or inaccurate,if conditions are discovered that could not be reasonably foreseen,or if restoration of such common damage is CLIENT'S responsibility unless specifically included in ECS'
<br /> CLIENT orders additional services,the scope of services will change,even while the Services are in Proposal.
<br /> progress. 7.4 CLIENT agrees that it will not bring any claims for liability or for injury or loss against ECS
<br /> 3.0 STANDARD OF CARE arising from(i)procedures associated with the exploration,sampling or testing activities at the
<br /> 3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal,ECS shall be Site,(ii)discovery of Hazardous Materials or suspected Hazardous Materials,or(iii)ECS'findings,
<br /> expected to comply with and its performance evaluated in light of the standard of care expected conclusions,opinions,recommendations,plans,and/or specifications related to discovery of
<br /> of professionals in the industry performing similar services on projects of like size and contamination.
<br /> complexity at that time in the region(the"Standard of Care").Nothing contained in the 8.0 UNDERGROUND UTILITIES
<br /> Proposal,the agreed-upon scope of Services,these Terms and Conditions of Service or any ECS
<br /> 8.1 ECS shall exercise the Standard of Care in evaluating client-furnished information as well as
<br /> report,opinion,plan or other document prepared by ECS shall constitute a warranty or guaranty
<br /> of any nature whatsoever. information readily and customarily available from public utility locating services(the
<br /> "Underground Utility Information")in its effort to identify underground utilities.The extent of such
<br /> 3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data gathered evaluations shall be at ECS'sole discretion.
<br /> during performance of Services as well as those facts provided by the CLIENT. CLIENT
<br /> 8.2 CLIENT recognizes that the Underground Utility Information provided to or obtained by ECS
<br /> acknowledges that such data collection is limited to specific areas that are sampled,bored,tested, may contain errors or be incomplete.CLIENT understands that ECS may be unable to identify the
<br /> observed and/or evaluated. Consequently,CLIENT waives any and all claims based upon locations of all subsurface utility lines and man-made features.
<br /> erroneous facts provided by the CLIENT,facts subsequently learned or regarding conditions in
<br /> areas not specifically sampled,bored,tested,observed or evaluated by ECS. 8.3 CLIENT waives,releases,and discharges ECS from and against any claim for damage,injury or
<br /> 3.3 If a situation arises that causes ECS to believe compliance with CLIENT'S directives would be loss allegedly arising from or related to subterranean structures(pipes,tanks,cables,or other
<br /> contrary to sound engineering practices,would violate applicable laws,regulations or codes,or will utilities,etc.)which are not called to ECS'attention in writing by CLIENT,not correctly shown on
<br /> expose ECS to legal claims or charges,ECS shall so advise CLIENT. If ECS'professional judgment is the Underground Utility Information and/or not properly marked or located by the utility owners,
<br /> rejected,ECS shall have the right to terminate its Services in accordance with the provisions of governmental or quasi-governmental locators,or private utility locating services as a result of ECS'
<br /> or ECS'subcontractor's request for utility marking services made in accordance with local industry
<br /> Section 25.0,below.
<br /> standards.
<br /> 3.4 If CLIENT decides to disregard ECS'recommendations with respect to complying with
<br /> applicable Laws or Regulations,ECS shall determine if applicable law requires ECS to notify the 9.0 SAMPLES
<br /> appropriate public officials. CLIENT agrees that such determinations are ECS'sole right to make. 9.1 Soil,rock,water,building materials and/or other samples and sampling by-products
<br /> 4.0 CLIENT DISCLOSURES obtained from the Site are and remain the property of CLIENT. Unless other arrangements are
<br /> requested by CLIENT and mutually agreed upon by ECS in writing,ECS will retain samples not
<br /> 4.1 Where the Scope of Services requires ECS to penetrate a Site surface,CLIENT shall furnish consumed in laboratory testing for up to sixty(60)calendar days after the issuance of any
<br /> and/or shall direct CLIENT'S consultant(s)or agent(s)to furnish ECS information identifying the document containing data obtained from such samples.Samples consumed by laboratory testing
<br /> type and location of utility lines and other man-made objects known,suspected,or assumed to be procedures will not be stored.
<br /> located beneath or behind the Site's surface. ECS shall be entitled to rely on such information for
<br /> 9.2 Unless CLIENT directs otherwise,and excluding those issues covered in Section 10.0,CLIENT
<br /> completeness and accuracy without further investigation,analysis,or evaluation. authorizes ECS to dispose of CLIENT'S non-hazardous samples and sampling or testing process by-
<br /> 4.2 "Hazardous Materials"shall include but not be limited to any substance that poses or may products in accordance with applicable laws and regulations.
<br /> pose a present or potential hazard to human health or the environment whether contained in a
<br /> product,material,by-product,waste,or sample,and whether it exists in a solid,liquid,semi-solid 10.0 ENVIRONMENTAL RISKS
<br /> or gaseous form.CLIENT shall notify ECS of any known,assumed,or suspected regulated, 10.1 When Hazardous Materials are known,assumed,suspected to exist,or discovered at the
<br /> contaminated,or other similar Hazardous Materials that may exist at the Site prior to ECS Site,ECS will endeavor to protect its employees and address public health,safety,and
<br /> mobilizing to the Site. environmental issues in accordance with the Standard of Care. CLIENT agrees to compensate ECS
<br /> 4.3 If any Hazardous Materials are discovered,or are reasonably suspected by ECS after its for such efforts.
<br /> Services begin,ECS shall be entitled to amend the scope of Services and adjust its fees to reflect 10.2 When Hazardous Materials are known,assumed,or suspected to exist,or discovered at the
<br /> the additional work or personal protective equipment and/or safety precautions required by the Site,ECS and/or ECS'subcontractors will exercise the Standard of Care in containerizing and
<br /> existence of such Hazardous Materials. labeling such Hazardous Materials in accordance with applicable laws and regulations,and will
<br /> 5.0 INFORMATION PROVIDED BY OTHERS-CLIENT waives,releases and discharges ECS from leave the containers on Site. CLIENT is responsible for the retrieval,removal,transport and
<br /> and against any claim for damage,injury or loss allegedly arising out of or in connection with
<br /> disposal of such contaminated samples,and sampling process byproducts in accordance with
<br /> errors,omissions,or inaccuracies in documents and other information in any form provided to ECS applicable law and regulation.
<br /> by CLIENT or CLIENT's agents,contractors,or consultants,including such information that becomes 10.3 Unless explicitly stated in the Scope of Services,ECS will neither subcontract for nor arrange
<br /> incorporated into ECS documents. for the transport,disposal,or treatment of Hazardous Materials. At CLIENT'S written request,ECS
<br /> may assist CLIENT in identifying appropriate alternatives for transport,off-site treatment,storage,
<br /> 6.0 CONCEALED RISKS-CLIENT acknowledges that special risks are inherent in sampling,testing or disposal of such substances,but CLIENT shall be solely responsible for the final selection of
<br /> and/or evaluating concealed conditions that are hidden from view and/or neither readably methods and firms to provide such services. CLIENT shall sign all manifests for the disposal of
<br /> apparent nor easily accessible,e.g.,subsurface conditions,conditions behind a wall,beneath a substances affected by contaminants and shall otherwise exercise prudence in arranging for lawful
<br /> floor,or above a ceiling.Such circumstances require that certain assumptions be made regarding disposal.
<br /> existing conditions,which may not be verifiable without expending additional sums of money or 10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in the disposal
<br /> destroying otherwise adequate or serviceable portions of a building or component thereof. of Hazardous Materials,samples,or wastes as part of the Proposal,ECS shall do so only as
<br /> Accordingly,ECS shall not be responsible for the verification of such conditions unless verification CLIENT'S agent(notwithstanding any other provision of this AGREEMENT to the contrary). ECS will
<br /> can be made by simple visual observation.Client agrees to bear any and all costs,losses,damages not assume the role of,nor be considered a generator,Storer,transporter,or disposer of
<br /> and expenses(including,but not limited to,the cost of ECS'Additional Services)in any way arising Hazardous Materials.
<br /> from or in connection with the existence or discovery of such concealed or unknown conditions.
<br /> rr u
<br /> Ll r0 jr0°girl I jt )I, f�ff;. irUl /!%
<br />
|