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DocuSign Envelope ID: C28BF39E- EOF1- 42FB- 9F5B- 93F375B7013B
<br />1 rerraco
<br />Reference Number: P70171288
<br />limit); and (iv) professional liability insurance ($1,000,000 claim 1 agg). Certificates of insurance will be provided upon request. Client and Consultant
<br />shall waive subrogation against the other party on all general liability and property coverage.
<br />10. CONSEQUENTiAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF
<br />USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR
<br />ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES.
<br />11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and
<br />until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated
<br />the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall
<br />endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and' construed
<br />according to Kansas law.
<br />12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other
<br />exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable
<br />distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client
<br />accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in
<br />the Services.
<br />13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate
<br />conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and
<br />field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to
<br />reduce - not eliminate - project risk. Client shall cause all tests and inspections of the site, materials, and Services performed by Consultant to be timely
<br />and properly scheduled in order for the Services to be performed in accordance with the plans, specifications, contract documents, and Consultant's
<br />recommendations. No claims for Coss or damage or injury shall be brought against Consultant by Client or any third party unless all tests and
<br />inspections have been so performed and Consultant's recommendations have been followed. Unless otherwise stated in the Proposal, Client assumes
<br />sole responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and sufficient for Client's intended
<br />purpose. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can
<br />perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule
<br />Consultant's Services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the
<br />project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its
<br />responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's
<br />contractor or its subcontractors and is not responsible for their means and methods. The extension of unit prices with quantities to establish a total
<br />estimated cost does not guarantee a maximum cost to complete the Services. The quantities, when given, are estimates based on contract documents
<br />and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by
<br />others, any quantity extensions must be considered as estimated and not a guarantee of maximum cost.
<br />14. Sample Disposition, Affected Materials, and indemnity. Samples are consumed in testing or disposed of upon completion of the testing
<br />procedures (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and 'information known
<br />or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated
<br />materials ( "Affected. Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client
<br />agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is
<br />responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected
<br />Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that
<br />Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible
<br />for any claims, losses, or damages allegedly arising out of Consultant's performance of Services hereunder, or for any claims against Consultant as a
<br />generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance.
<br />15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's
<br />property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files
<br />shall be maintained in general accordance with Consultant's document retention policies and practices.
<br />16. Utilities. Client shall provide the location and /or arrange for the marking of private utilities and subterranean structures. Consultant shall take
<br />reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to
<br />subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are
<br />incorrectly shown on the plans furnished to Consultant.
<br />17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and
<br />complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures
<br />for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's
<br />contractors, subcontractors, or other pa s present at the site.
<br />Consultant: Terracon Consu nts, Inc. Client: Orange County, NC
<br />By: Date: 2/21/2018 By: Date:
<br />Name/Title: D arver / Department Manager III Namerritle: Jeff Thompson /
<br />Address: 2401 Brentwood Rd Ste '107 Address: P.O. Box 8181 131 1N. Margaret Lane, Suite
<br />300
<br />Raleigh, NC 27604 -3686
<br />Phone: (919) 873 -2211 Fax: (919) 873 -9555 Phone:
<br />Email: Dave.Carver@terracon.com Email:
<br />Hillsborough, NC 27278
<br />(919) 245 -2658 Fax:
<br />jethompson@co.orange.nc.us
<br />Page 2 of 2 Rev. 10 -16
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