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DocuSign Envelope ID: B01E86EC-6FC1-43CE-8E90-79CF68C52249
<br /> ECS Proposal No.06:21174
<br /> Client: Orange County
<br /> ECS SOUTHEAST, LLP
<br /> TERMS AND CONDITIONS OF SERVICE
<br /> The professional services (the "Services") to be provided by ECS SOUTHEAST, LLP harmless from any claims arising from allegations that ECS trespassed or lacked
<br /> ["ECS"] pursuant to the Proposal shall be provided in accordance with these Terms and authority to access the Site.
<br /> Conditions of Service ("Terms'), including any addenda as may be incorporated or 7.2 CLIENT warrants that it possesses all necessary permits, licenses and/or utility
<br /> referenced in writing shall form the Agreement between ECS and Client. clearances for the Services to be provided by ECS except where ECS' Proposal
<br /> 1.0 INDEPENDENT CONSULTANT STATUS - ECS shall serve as an independent explicitly states that ECS will obtain such permits,licenses,and/or utility clearances.
<br /> professional consultant to CLIENT for Service on the Project, identified above, and shall 7.3 ECS will take reasonable precautions to limit damage to the Site and its
<br /> have control over,and responsibility for,the means and methods for providing the Services improvements during the performance of its Services. CLIENT understands that the
<br /> identified in the Proposal,including the retention of Subcontractors and Subconsultants use of exploration, boring, sampling, or testing equipment may cause minor, but
<br /> common, damage to the Site. The correction and restoration of such common
<br /> 2.0 SCOPE OF SERVICES-It is understood that the fees,reimbursable expenses damage is CLIENT'S responsibility unless specifically included in ECS'Proposal.
<br /> and time schedule defined in the Proposal are based on information provided by CLIENT 7.4 CLIENT agrees that it will not bring any claims for liability or for injury or loss against
<br /> and/or CLIENT'S contractors and consultants. CLIENT acknowledges that if this ECS arising from(i)procedures associated with the exploration,sampling or testing
<br /> information is not current, is incomplete or inaccurate, if conditions are discovered that activities at the Site,(ii)discovery of Hazardous Materials or suspected Hazardous
<br /> could not be reasonably foreseen, or if CLIENT orders additional services,the scope of Materials, or (III) ECS' findings, conclusions, opinions, recommendations, plans,
<br /> services will change,even while the Services are in progress. and/or specifications related to discovery of contamination.
<br /> 3.0 STANDARD OF CARE 8.0 UNDERGROUND UTILITIES
<br /> 3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal, 8.1 ECS shall exercise the Standard of Care in evaluating client-furnished information
<br /> ECS shall be expected to comply with and its performance evaluated in light as well as information readily and customarily available from public utility locating
<br /> of the standard of care expected of professionals in the industry performing services(the"Underground Utility Information")in its effort to identify underground
<br /> similar services on projects of like size and complexity at that time in the utilities.The extent of such evaluations shall be at ECS'sole discretion.
<br /> region (the "Standard of Care"). Nothing contained in the Proposal, the 8.2 CLIENT recognizes that the Underground Utility Information provided to or obtained
<br /> agreed-upon scope of Services,these Terms and Conditions of Service or any by ECS may contain errors or be incomplete.CLIENT understands that ECS may
<br /> ECS report,opinion,plan or other document prepared by ECS shall constitute be unable to identify the locations of all subsurface utility lines and man-made
<br /> a warranty or guaranty of any nature whatsoever. features.
<br /> 3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data 8.3 CLIENT waives, releases, and discharges ECS from and against any claim for
<br /> gathered during performance of Services as well as those facts provided by the damage,injury or loss allegedly arising from or related to subterranean structures
<br /> CLIENT. CLIENT acknowledges that such data collection is limited to specific areas (pipes,tanks,cables,or other utilities,etc.)which are not called to ECS'attention in
<br /> that are sampled, bored, tested, observed and/or evaluated. Consequently, writing by CLIENT, not correctly shown on the Underground Utility Information
<br /> CLIENT waives any and all claims based upon erroneous facts provided by the and/or not properly marked or located by the utility owners,governmental or quasi-
<br /> CLIENT,facts subsequently learned or regarding conditions in areas not specifically governmental locators,or private utility locating services as a result of ECS'or ECS'
<br /> sampled,bored,tested,observed or evaluated by ECS. subcontractor's request for utility marking services made in accordance with local
<br /> 3.3 If a situation arises that causes ECS to believe compliance with CLIENT'S directives industry standards.
<br /> would be contrary to sound engineering practices,would violate applicable laws,
<br /> regulations or codes,or will expose ECS to legal claims or charges,ECS shall so 9.0 SAMPLES
<br /> advise CLIENT. If ECS'professional judgment is rejected,ECS shall have the right 9.1 Soil,rock,water,building materials and/or other samples and sampling by-products
<br /> to terminate its Services in accordance with the provisions of Section 25.0,below. obtained from the Site are and remain the property of CLIENT. Unless other
<br /> 3.4 If CLIENT decides to disregard ECS'recommendations with respect to complying arrangements are requested by CLIENT and mutually agreed upon by ECS in
<br /> with applicable Laws or Regulations,ECS shall determine if applicable law requires writing,ECS will retain samples not consumed in laboratory testing for up to sixty
<br /> ECS to notify the appropriate public officials. CLIENT agrees that such (60)calendar days after the issuance of any document containing data obtained
<br /> determinations are ECS'sole right to make. from such samples.Samples consumed by laboratory testing procedures will not be
<br /> stored.
<br /> 4.0 CLIENT DISCLOSURES 9.2 Unless CLIENT directs otherwise,and excluding those issues covered in Section
<br /> 4.1 Where the Scope of Services requires ECS to penetrate a Site surface, CLIENT 10.0,CLIENT authorizes ECS to dispose of CLIENT'S non-hazardous samples and
<br /> shall furnish and/or shall direct CLIENT'S consultant(s)or agent(s)to furnish ECS sampling or testing process by-products in accordance with applicable laws and
<br /> information identifying the type and location of utility lines and other man-made regulations.
<br /> objects known,suspected,or assumed to be located beneath or behind the Site's
<br /> surface. ECS shall be entitled to rely on such information for completeness and 10.0 ENVIRONMENTAL RISKS
<br /> accuracy without further investigation,analysis,or evaluation. 10.1 When Hazardous Materials are known,assumed,suspected to exist,or discovered
<br /> 4.2 "Hazardous Materials"shall include but not be limited to any substance that poses at the Site,ECS will endeavor to protect its employees and address public health,
<br /> or may pose a present or potential hazard to human health or the environment safety,and environmental issues in accordance with the Standard of Care. CLIENT
<br /> whether contained in a product,material,by-product,waste,or sample,and whether agrees to compensate ECS for such efforts.
<br /> it exists in a solid,liquid,semi-solid or gaseous form.CLIENT shall notify ECS of 10.2 When Hazardous Materials are known, assumed, or suspected to exist, or
<br /> any known, assumed, or suspected regulated, contaminated, or other similar discovered at the Site,ECS and/or ECS'subcontractors will exercise the Standard
<br /> Hazardous Materials that may exist at the Site prior to ECS mobilizing to the Site. of Care in containerizing and labeling such Hazardous Materials in accordance with
<br /> 4.3 If any Hazardous Materials are discovered,or are reasonably suspected by ECS applicable laws and regulations,and will leave the containers on Site. CLIENT is
<br /> after its Services begin,ECS shall be entitled to amend the scope of Services and responsible for the retrieval,removal,transport and disposal of such contaminated
<br /> adjust its fees to reflect the additional work or personal protective equipment and/or samples,and sampling process byproducts in accordance with applicable law and
<br /> safety precautions required by the existence of such Hazardous Materials. regulation.
<br /> 5.0 INFORMATION PROVIDED BY OTHERS - CLIENT waives, releases and 10.3 Unless explicitly stated in the Scope of Services, ECS will neither subcontract for
<br /> discharges ECS from and against any claim for damage,injury or loss allegedly arising out nor arrange for the transport, disposal, or treatment of Hazardous Materials. At
<br /> CLIENT'S written request, ECS may assist CLIENT in identifying appropriate
<br /> of or in connection with errors, omissions, or inaccuracies in documents and other
<br /> information in any form provided to ECS by CLIENT or CLIENT's agents,contractors,or alternatives for transport,off-site treatment,storage,or disposal of such substances,
<br /> consultants,including such information that becomes incorporated into ECS documents. but CLIENT shall be solely responsible for the final selection of methods and firms
<br /> to provide such services. CLIENT shall sign all manifests for the disposal of
<br /> 6.0 CONCEALED RISKS - CLIENT acknowledges that special risks are inherent in substances affected by contaminants and shall otherwise exercise prudence in
<br /> sampling,testing and/or evaluating concealed conditions that are hidden from view and/or arranging for lawful disposal.
<br /> neither readably apparent nor easily accessible, e.g., subsurface conditions, conditions 10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in
<br /> behind a wall,beneath a floor,or above a ceiling.Such circumstances require that certain the disposal of Hazardous Materials,samples,or wastes as part of the Proposal,
<br /> assumptions be made regarding existing conditions,which may not be verifiable without ECS shall do so only as CLIENT'S agent(notwithstanding any other provision of
<br /> expending additional sums of money or destroying otherwise adequate or serviceable this AGREEMENT to the contrary). ECS will not assume the role of, nor be
<br /> portions of a building or component thereof.Accordingly,ECS shall not be responsible for considered a generator,storer,transporter,or disposer of Hazardous Materials.
<br /> the verification of such conditions unless verification can be made by simple visual 10.5 Subsurface sampling may result in unavoidable cross-contamination of certain
<br /> observation. Client agrees to bear any and all costs, losses, damages and expenses subsurface areas,as when a probe or excavation/boring device moves through a
<br /> (including,but not limited to,the cost of ECS'Additional Services)in any way arising from or contaminated zone and links it to an aquifer, underground stream, pervious soil
<br /> in connection with the existence or discovery of such concealed or unknown conditions. stratum, or other hydrous body not previously contaminated, or connects an
<br /> 7.0 RIGHT OF ENTRY/DAMAGE RESULTING FROM SERVICES uncontaminated zone with a contaminated zone. Because sampling is an essential
<br /> element of the Services indicated herein, CLIENT agrees this risk cannot be
<br /> 7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the eliminated. Provided such services were performed in accordance with the
<br /> Site for the performance of Services. CLIENT hereby grants ECS and its Standard of Care,CLIENT waives,releases and discharges ECS from and against
<br /> subcontractors and/or agents,the right to enter from time to time onto the property any claim for damage,injury,or loss allegedly arising from or related to such cross-
<br /> in order for ECS to perform its Services. CLIENT agrees to indemnify and hold ECS contamination.
<br /> ECS Proposal No. 06:21174 Page 1 of 3 Ver.06/04/13
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