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DocuSign Envelope ID: 59E8E223- 3519- 4CD9- B63D- 6B5A82C32C26
<br />aMarch 1, 2018 ECS SOUTHEAST, LLP
<br />Proposal: 06:20711 :hereinafter the "Proposal ")
<br />Client: Orange County Asset Management & Purchasing
<br />ECS SOUTHEAST, LLP
<br />TERMS AND CONDITIONS OF SERVICE
<br />The professional services (the "Services ") to be provided by ECS SOUTHEAST, LLP [ "ECS "j pursuant
<br />to the Proposal shall be provided in accordance with these Terms and Conditions of Service
<br />( "Terms "), including any addenda as may be incorporated or referenced in writing shall form the
<br />Agreement between ECS and Client.
<br />1.0 INDEPENDENT CONSULTANT STATUS - ECS shall serve as an independent professional
<br />consultant to CLIENT for Service on the Project, identified above, and shall have control over, and
<br />responsibility for, the means and methods for providing the Services identified in the Proposal,
<br />including the retention of Subcontractors and Subconsultants
<br />2.0 SCOPE OF SERVICES -It is understood that the fees, reimbursable expenses and time
<br />schedule defined in the Proposal are based on information provided by CLIENT and /or CLIENT'S
<br />contractors and consultants. CLIENT acknowledges that if this information is not current, is
<br />incomplete or inaccurate, if conditions are discovered that could not be reasonably foreseen, or if
<br />CLIENT orders additional services, the scope of services will change, even while the Services are in
<br />progress.
<br />3.0 STANDARD OF CARE
<br />3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal, ECS shall be
<br />expected to comply with and its performance evaluated in light of the standard of care expected
<br />of professionals in the industry performing similar services on projects of like size and
<br />complexity at that time in the region (the "Standard of Care "). Nothing contained in the
<br />Proposal, the agreed -upon scope of Services, these Terms and Conditions of Service or any ECS
<br />report, opinion, plan or other document prepared by ECS shall constitute a warranty or guaranty
<br />of any nature whatsoever.
<br />3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data gathered
<br />during performance of Services as well as those facts provided by the CLIENT. CLIENT
<br />acknowledges that such data collection is limited to specific areas that are sampled, bored, tested,
<br />observed and /or evaluated. Consequently, CLIENT waives any and all claims based upon
<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.
<br />3.3 If a situation arises that causes ECS to believe compliance with CLIENT'S directives would be
<br />contrary to sound engineering practices, would violate applicable laws, regulations or codes, or will
<br />expose ECS to legal claims or charges, ECS shall so advise CLIENT. If ECS' professional judgment is
<br />rejected, ECS shall have the right to terminate its Services in accordance with the provisions of
<br />Section 25.0, below.
<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
<br />appropriate public officials. CLIENT agrees that such determinations are ECS' sole right to make.
<br />4.0 CLIENT DISCLOSURES
<br />4.1 Where the Scope of Services requires ECS to penetrate a Site surface, CLIENT shall furnish
<br />and /or shall direct CLIENT'S consultant(s) or agent(s) to furnish ECS information identifying the
<br />type and location of utility lines and other man -made objects known, suspected, or assumed to be
<br />located beneath or behind the Site's surface. ECS shall be entitled to rely on such information for
<br />completeness and accuracy without further investigation, analysis, or evaluation.
<br />4.2 "Hazardous Materials" shall include but not be limited to any substance that poses or may
<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
<br />or gaseous form. CLIENT shall notify ECS of any known, assumed, or suspected regulated,
<br />contaminated, or other similar Hazardous Materials that may exist at the Site prior to ECS
<br />mobilizing to the Site.
<br />4.3 If any Hazardous Materials are discovered, or are reasonably suspected by ECS after its
<br />Services begin, ECS shall be entitled to amend the scope of Services and adjust its fees to reflect
<br />the additional work or personal protective equipment and /or safety precautions required by the
<br />existence of such Hazardous Materials.
<br />5.0 INFORMATION PROVIDED BY OTHERS -CLIENT waives, releases and discharges ECS from
<br />and against any claim for damage, injury or loss allegedly arising out of or in connection with
<br />errors, omissions, or inaccuracies in documents and other information in any form provided to ECS
<br />by CLIENT or CLIENT's agents, contractors, or consultants, including such information that becomes
<br />incorporated into ECS documents.
<br />6.0 CONCEALED RISKS -CLIENT acknowledges that special risks are inherent in sampling, testing
<br />and /or evaluating concealed conditions that are hidden from view and /or neither readably
<br />apparent nor easily accessible, e.g., subsurface conditions, conditions behind a wall, beneath a
<br />floor, or above a ceiling. Such circumstances require that certain assumptions be made regarding
<br />existing conditions, which may not be verifiable without expending additional sums of money or
<br />destroying otherwise adequate or serviceable portions of a building or component thereof.
<br />Accordingly, ECS shall not be responsible for the verification of such conditions unless verification
<br />can be made by simple visual observation. Client agrees to bear any and all costs, losses, damages
<br />and expenses (including, but not limited to, the cost of ECS' Additional Services) in any way arising
<br />from or in connection with the existence or discovery of such concealed or unknown conditions.
<br />ECS Proposal 06:20711
<br />Page 1 1
<br />7.0 RIGHT OF ENTRY /DAMAGE RESULTING FROM SERVICES
<br />7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the Site for the
<br />performance of Services. CLIENT hereby grants ECS and its subcontractors and /or agents, the right
<br />to enter from time to time onto the property in order for ECS to perform its Services. CLIENT
<br />agrees to indemnify and hold ECS harmless from any claims arising from allegations that ECS
<br />trespassed or lacked authority to access the Site.
<br />7.2 CLIENT warrants that it possesses all necessary permits, licenses and /or utility clearances for
<br />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 />7.3 ECS will take reasonable precautions to limit damage to the Site and its improvements during
<br />the performance of its Services. CLIENT understands that the use of exploration, boring, sampling,
<br />or testing equipment may cause minor, but common, damage to the Site. The correction and
<br />restoration of such common damage is CLIENT'S responsibility unless specifically included in ECS'
<br />Proposal.
<br />7.4 CLIENT agrees that it will not bring any claims for liability or for injury or loss against ECS
<br />arising from (1) procedures associated with the exploration, sampling or testing activities at the
<br />Site, (ii) discovery of Hazardous Materials or suspected Hazardous Materials, or (iii) ECS' findings,
<br />conclusions, opinions, recommendations, plans, and /or specifications related to discovery of
<br />contamination.
<br />8.0 UNDERGROUND UTILITIES
<br />8.1 ECS shall exercise the Standard of Care in evaluating client- furnished information as well as
<br />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 />evaluations shall be at ECS' sole discretion.
<br />8.2 CLIENT recognizes that the Underground Utility Information provided to or obtained by ECS
<br />may contain errors or be incomplete. CLIENT understands that ECS may be unable to identify the
<br />locations of all subsurface utility lines and man -made features.
<br />8.3 CLIENT waives, releases, and discharges ECS from and against any claim for damage, injury or
<br />loss allegedly arising from or related to subterranean structures (pipes, tanks, cables, or other
<br />utilities, etc.) which are not called to ECS' attention in writing by CLIENT, not correctly shown on
<br />the Underground Utility Information and /or not properly marked or located by the utility owners,
<br />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 />standards.
<br />9.0 SAMPLES
<br />9.1 Soil, rock, water, building materials and /or other samples and sampling by- products
<br />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 />consumed in laboratory testing for up to sixty (60) calendar days after the issuance of any
<br />document containing data obtained from such samples. Samples consumed by laboratory testing
<br />procedures will not be stored.
<br />9.2 Unless CLIENT directs otherwise, and excluding those issues covered in Section 10.0, CLIENT
<br />authorizes ECS to dispose of CLIENT'S non - hazardous samples and sampling or testing process by-
<br />products in accordance with applicable laws and regulations.
<br />10.0 ENVIRONMENTAL RISKS
<br />10.1 When Hazardous Materials are known, assumed, suspected to exist, or discovered at the
<br />Site, ECS will endeavor to protect its employees and address public health, safety, and
<br />environmental issues in accordance with the Standard of Care. CLIENT agrees to compensate ECS
<br />for such efforts.
<br />10.2 When Hazardous Materials are known, assumed, or suspected to exist, or discovered at the
<br />Site, ECS and /or ECS' subcontractors will exercise the Standard of Care in containerizing and
<br />labeling such Hazardous Materials in accordance with applicable laws and regulations, and will
<br />leave the containers on Site. CLIENT is responsible for the retrieval, removal, transport and
<br />disposal of such contaminated samples, and sampling process byproducts in accordance with
<br />applicable law and regulation.
<br />10.3 Unless explicitly stated in the Scope of Services, ECS will neither subcontract for nor arrange
<br />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 />or disposal of such substances, but CLIENT shall be solely responsible for the final selection of
<br />methods and firms to provide such services. CLIENT shall sign all manifests for the disposal of
<br />substances affected by contaminants and shall otherwise exercise prudence in arranging for lawful
<br />disposal.
<br />10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in the disposal
<br />of Hazardous Materials, samples, or wastes as part of the Proposal, ECS shall do so only as
<br />CLIENT'S agent (notwithstanding any other provision of this AGREEMENT to the contrary). ECS will
<br />not assume the role of, nor be considered a generator, storer, transporter, or disposer of
<br />Hazardous Materials.
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