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DocuSign Envelope ID: DEE004B4-A2DB-42BB-8896-BA1873942328
<br /> Proposal No.: 06:22468 (hereinafter the"Proposal")
<br /> ECS SOUTHEAST, LLP
<br /> TERMS AND CONDITIONS OF SERVICE
<br /> The professional services("Services")to be provided by ECS SOUTHEAST, LLP("ECS") 7.2 CLIENT warrants that it possesses all necessary permits, licenses and/or utility
<br /> pursuant to the Proposal shall be provided in accordance with these Terms and Conditions clearances for the Services to be provided by ECS except where ECS' Proposal
<br /> of Service("Terms"),including any addenda as may be incorporated or referenced in writing explicitly states that ECS will obtain such permits,licenses,and/or utility clearances.
<br /> and shall form the Agreement between ECS and CLIENT. 7.3 ECS will take reasonable precautions to limit damage to the Site and its
<br /> 1.0 INDEPENDENT CONSULTANT STATUS - ECS shall serve as an independent improvements during the performance of its Services. CLIENT understands that the
<br /> professional consultant to CLIENT for Services on the Project and shall have control over, use of exploration,boring,sampling,or testing equipment may cause damage to the
<br /> and responsibility for,the means and methods for providing the Services identified in the Site. The correction and restoration of such common damage is CLIENT'S
<br /> Proposal,including the retention of Subcontractors and Subconsultants responsibility unless specifically included in ECS'Proposal.
<br /> 7.4 CLIENT agrees that it will not bring any claims for liability or for injury or loss against
<br /> 2.0 SCOPE OF SERVICES-It is understood that the fees,reimbursable expenses ECS arising from(i)procedures associated with the exploration,sampling or testing
<br /> and time schedule defined in the Proposal are based on information provided by CLIENT activities at the Site,(ii)discovery of Hazardous Materials or suspected Hazardous
<br /> and/or CLIENT'S, agents, contractors and consultants ("Contractors"). CLIENT Materials, or (iii) ECS' findings, conclusions, opinions, recommendations, plans,
<br /> acknowledges that if this information is not current,is incomplete or inaccurate,if conditions and/or specifications related to discovery of contamination.
<br /> are discovered that could not be reasonably foreseen, or if CLIENT orders additional
<br /> services,the scope of services will change,even while the Services are in progress. 8.0 UNDERGROUND UTILITIES
<br /> 3.0 STANDARD OF CARE 8.1 ECS shall exercise the Standard of Care in evaluating client-furnished information
<br /> as well as information readily and customarily available from public utility locating
<br /> 3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal, services(the"Underground Utility Information")in its effort to identify underground
<br /> ECS shall be expected to comply with and its performance evaluated in light utilities.The extent of such evaluations shall be at ECS'sole discretion.
<br /> of the standard of care expected of professionals in the industry performing 8.2 CLIENT recognizes that the Underground Utility Information provided to or obtained
<br /> similar services on projects of like size and complexity at that time in the by ECS may contain errors or be incomplete.CLIENT understands that ECS may
<br /> region (the "Standard of Care"). Nothing contained in the Proposal, the be unable to identify the locations of all subsurface utility lines and man-made
<br /> agreed-upon scope of Services,these Terms or any ECS report,opinion,plan features.
<br /> or other document prepared by ECS shall constitute a warranty or guarantee
<br /> of any nature whatsoever. 8.3 CLIENT waives, releases, and discharges ECS from and against any claim for
<br /> 3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data damage,injury or loss allegedly arising from or related to subterranean structures
<br /> gathered during performance of Services as well as those facts provided by the (Pipes,tanks,cables,or other utilities,etc.)which are not called to ECS'attention in
<br /> CLIENT and/or CLIENT'S contractors and consultants. CLIENT acknowledges that writing of CLIENT, not correctly shown on the Underground Utility Information
<br /> such data collection is limited to specific areas that are sampled, bored, tested, and/or not properly marked or located by the utility owners,governmental or quasi'
<br /> observed and/or evaluated. Consequently, CLIENT waives any and all claims governmental locators,t private utility locating services as a result of ECS'or ECS'
<br /> based upon erroneous facts provided by the CLIENT,facts subsequently learned or Suustry s ltant's request for utility marking services made in accordance with local
<br /> regarding conditions in areas not specifically sampled,bored,tested,observed or industry standards.
<br /> evaluated by ECS. 9.0 SAMPLES
<br /> 3.3 If a situation arises that causes ECS to believe compliance with CLIENT'S directives 9.1 Soil,rock,water,building materials and/or other samples and sampling by-products
<br /> would be contrary to sound engineering practices, would violate applicable laws, obtained from the Site are and remain the property of CLIENT. Unless other
<br /> regulations or codes,or will expose ECS to legal claims or charges, ECS shall so arrangements are requested by CLIENT and mutually agreed upon by ECS in
<br /> advise CLIENT. If ECS'professional judgment is rejected,ECS shall have the right writing,ECS will retain samples not consumed in laboratory testing for up to sixty
<br /> to terminate its Services in accordance with the provisions of Section 25.0,below. (60)calendar days after the first issuance of any document containing data obtained
<br /> 3.4 If CLIENT decides to disregard ECS'recommendations with respect to complying from such samples.Samples consumed by laboratory testing procedures will not be
<br /> with applicable laws or regulations, ECS shall determine if applicable law requires stored.
<br /> ECS to notify the appropriate public officials. CLIENT agrees that such 9.2 Unless CLIENT directs otherwise,and excluding those issues covered in Section
<br /> determinations are ECS'sole right to make. 10.0,CLIENT authorizes ECS to dispose of CLIENT'S non-hazardous samples and
<br /> 4.0 CLIENT DISCLOSURES sampling or testing by-products in accordance with applicable laws and regulations.
<br /> 4.1 Where the Services requires ECS to penetrate a surface, CLIENT shall furnish 10.0 ENVIRONMENTAL RISKS
<br /> and/or shall direct CLIENT'S or CLIENT'S Contractors to furnish ECS information 10.1 When Hazardous Materials are known,assumed,suspected to exist,or discovered
<br /> identifying the type and location of utility lines and other man-made objects known, at the Site,ECS will endeavor to protect its employees and address public health,
<br /> suspected,or assumed to be located beneath or behind the Site's surface. ECS safety,and environmental issues in accordance with the Standard of Care. CLIENT
<br /> shall be entitled to rely on such information for completeness and accuracy without agrees to compensate ECS for such efforts.
<br /> further investigation,analysis,or evaluation. 10.2 When Hazardous Materials are known, assumed, or suspected to exist, or
<br /> 4.2 "Hazardous Materials"shall include but not be limited to any substance that poses discovered at the Site,ECS and/or ECS'subcontractors will exercise the Standard
<br /> or may pose a present or potential hazard to human health or the environment of Care in containerizing and labeling such Hazardous Materials in accordance with
<br /> whether contained in a product,material,by-product,waste,or sample,and whether applicable laws and regulations,and will leave the containers on Site. CLIENT is
<br /> it exists in a solid, liquid,semi-solid or gaseous form.CLIENT shall notify ECS of responsible for the retrieval,removal,transport and disposal of such contaminated
<br /> any known, assumed, or suspected regulated, contaminated, or other similar samples,and sampling process byproducts in accordance with applicable law and
<br /> Hazardous Materials that may exist at the Site prior to ECS mobilizing to the Site. regulation.
<br /> 4.3 If any Hazardous Materials are discovered,or are reasonably suspected by ECS 10.3 Unless explicitly stated in the Scope of Services, ECS will neither subcontract for
<br /> after its Services begin,ECS shall be entitled to amend the scope of Services and nor arrange for the transport, disposal, or treatment of Hazardous Materials. At
<br /> adjust its fees or fee schedule to reflect any additional work or personal protective CLIENT'S written request, ECS may assist CLIENT in identifying appropriate
<br /> equipment and/or safety precautions required by the existence of such Hazardous alternatives for transport,off-site treatment,storage,or disposal of such substances,
<br /> Materials. but CLIENT shall be solely responsible for the final selection of methods and firms
<br /> 5.0 INFORMATION PROVIDED BY OTHERS - CLIENT waives, releases and to provide such services. CLIENT shall sign all manifests for the disposal of
<br /> discharges ECS from and against any claim for damage,injury or loss allegedly arising out substances affected by contaminants and shall otherwise exercise prudence in
<br /> of or in connection with errors, omissions, or inaccuracies in documents and other arranging for lawful disposal.
<br /> information in any form provided to ECS by CLIENT or CLIENT's Contractors, including 10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in
<br /> such information that becomes incorporated into ECS documents. the disposal of Hazardous Materials,samples,or wastes as part of the Proposal,
<br /> ECS shall do so only as CLIENT'S agent(notwithstanding any other provision of
<br /> 6.0 CONCEALED RISKS - CLIENT acknowledges that special risks are inherent in this Agreement to the contrary). ECS will not assume the role of,nor be considered
<br /> sampling,testing and/or evaluating concealed conditions that are hidden from view and/or a generator,storer,transporter,or disposer of Hazardous Materials.
<br /> neither readably apparent nor easily accessible, e.g., subsurface conditions, conditions 10.5 Subsurface sampling may result in unavoidable cross-contamination of certain
<br /> behind a wall,beneath a floor,or above a ceiling.Such circumstances require that certain subsurface areas,as when a probe or excavation/boring device moves through a
<br /> assumptions be made regarding existing conditions,which may not be verifiable without contaminated zone and links it to an aquifer, underground stream, pervious soil
<br /> expending additional sums of money or destroying otherwise adequate or serviceable stratum, or other hydrous body not previously contaminated, or connects an
<br /> portions of a building or component thereof.Accordingly,ECS shall not be responsible for uncontaminated zone with a contaminated zone. Because sampling is an essential
<br /> the verification of such conditions unless verification can be made by simple visual element of the Services indicated herein, CLIENT agrees this risk cannot be
<br /> observation. CLIENT agrees to bear any and all costs, losses, damages and expenses eliminated. Provided such services were performed in accordance with the
<br /> (including,but not limited to,the cost of ECS'additional services)in any way arising from or Standard of Care,CLIENT waives,releases and discharges ECS from and against
<br /> in connection with the existence or discovery of such concealed or unknown conditions. any claim for damage,injury,or loss allegedly arising from or related to such cross-
<br /> 7.0 RIGHT OF ENTRY/DAMAGE RESULTING FROM SERVICES contamination.
<br /> 7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the 10.6 CLIENT understands that a Phase I Environmental Site Assessment (ESA) is
<br /> conducted solely to permit ECS to render a professional opinion about the likelihood
<br /> site for the performance of Services. CLIENT hereby grants ECS and its agents,
<br /> subcontractors and/or subconsultants ("Subconsultants"), the right to enter from of the site having a Recognized Environmental Condition on, in,beneath,or near
<br /> the Site at the time the Services are conducted. nd matter how thorough a Phase I
<br /> time to time onto the property in order for ECS to perform its Services. CLIENT ESA study may
<br /> agrees to indemnify and hold ECS and its Subconsultants harmless from any claims findings derived from its conduct are highly limited and ECS
<br /> arising from allegations that ECS trespassed or lacked authority to access the Site. cannot know or state for an absolute fact that the Site is unaffected or adversely
<br /> ECS Proposal No:06:22468 Page 1 of 3 Ver.06/14/13
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