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DocuSign Envelope ID:254EEE07-4235-430E-AB86-8BA7FDCF270B
<br /> Proposal No.22345 (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 twill 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 and ECS arising from(i)procedures associated with the exploration,sampling or testing
<br /> time schedule defined in the Proposal are based on information provided by CLIENT and/or activities at the Site,(ii)discovery of Hazardous Materials or suspected Hazardous
<br /> CLIENT'S,agents,contractors and consultants("Contractors"). CLIENT acknowledges that Materials, or (iii) ECS' findings, conclusions, opinions, recommendations, plans,
<br /> if this information is not current,is incomplete or inaccurate,if conditions are discovered that and/or specifications related to discovery of contamination.
<br /> could not be reasonably foreseen, or if CLIENT orders additional services, the scope of
<br /> 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 as
<br /> well as information readily and customarily available from public utility locating
<br /> 3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal,ECS services(the"Underground Utility Information")in its effort to identify underground
<br /> shall be expected to comply with and its performance evaluated in light of the utilities.The extent of such evaluations shall be at ECS'sole discretion.
<br /> standard of care expected of professionals in the industry performing similar 8.2 CLIENT recognizes that the Underground Utility Information provided to or obtained
<br /> services on projects of like size and complexity at that time in the region(the by ECS may contain errors or be incomplete.CLIENT understands that ECS may be
<br /> "Standard of Care").Nothing contained in the Proposal,the agreed-upon scope unable to identify the locations of all subsurface utility lines and man-made features.
<br /> of Services,these Terms or any ECS report,opinion,plan or other document
<br /> prepared by ECS shall constitute a warranty or guarantee of any nature 8.3 CLIENT waives, releases, and discharges ECS from and against any claim for
<br /> whatsoever. damage,injury or loss allegedly arising from or related to subterranean structures
<br /> 3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data (pipes,tanks,cables,or other utilities,etc.)which are not called to ECS'attention in
<br /> Services as well as those facts provided by the writing by CLIENT,not correctly shown on the Underground Utility Information and/or
<br /> gathered during performance a
<br /> CLIENT and/or CLIENT'S contractors and consultants. CLIENT acknowledges that not properly marked or located by the utility owners, governmental or quasi'
<br /> such data collection is limited to specific areas that are sampled, bored, tested, governmental locators,t private utility locating services as n result a ECS'or ECS'
<br /> observed and/or evaluated. Consequently,CLIENT waives any and all claims based Su industry
<br /> standards.
<br /> request for utility marking services made in accordance with local
<br /> upon erroneous facts provided by the CLIENT, facts subsequently learned or ndustry standards.
<br /> regarding conditions in areas not specifically sampled, bored,tested,observed or 9.0 SAMPLES
<br /> evaluated by ECS. 9.1 Soil,rock,water,building materials and/or other samples and sampling by-products
<br /> 3.3 If a situation arises that causes ECS to believe compliance with CLIENT'S directives obtained from the Site are and remain the property of CLIENT. Unless other
<br /> would be contrary to sound engineering practices,would violate applicable laws, arrangements are requested by CLIENT and mutually agreed upon by ECS in writing,
<br /> regulations or codes,or will expose ECS to legal claims or charges,ECS shall so ECS will retain samples not consumed in laboratory testing for up to sixty (60)
<br /> advise CLIENT. If ECS'professional judgment is rejected,ECS shall have the right calendar days after the first issuance of any document containing data obtained from
<br /> to terminate its Services in accordance with the provisions of Section 25.0,below. such samples. Samples consumed by laboratory testing procedures will not be
<br /> 3.4 If CLIENT decides to disregard ECS'recommendations with respect to complying stored.
<br /> with applicable laws or regulations,ECS shall determine if applicable law requires 9.2 Unless CLIENT directs otherwise, and excluding those issues covered in Section
<br /> ECS to notify the appropriate public officials. CLIENT agrees that such 10.0,CLIENT authorizes ECS to dispose of CLIENT'S non-hazardous samples and
<br /> determinations are ECS'sole right to make. sampling or testing by-products in accordance with applicable laws and regulations.
<br /> 4.0 CLIENT DISCLOSURES 10.0 ENVIRONMENTAL RISKS
<br /> 4.1 Where the Services requires ECS to penetrate a surface,CLIENT shall furnish and/or 10.1 When Hazardous Materials are known,assumed,suspected to exist,or discovered
<br /> shall direct CLIENT'S or CLIENT'S Contractors to furnish ECS information identifying at the Site,ECS will endeavor to protect its employees and address public health,
<br /> the type and location of utility lines and other man-made objects known,suspected, safety,and environmental issues in accordance with the Standard of Care. CLIENT
<br /> or assumed to be located beneath or behind the Site's surface. ECS shall be entitled agrees to compensate ECS for such efforts.
<br /> to rely on such information for completeness and accuracy without further 10.2 When Hazardous Materials are known,assumed,or suspected to exist,or discovered
<br /> investigation,analysis,or evaluation. at the Site,ECS and/or ECS'subcontractors will exercise the Standard of Care in
<br /> 4.2 "Hazardous Materials"shall include but not be limited to any substance that poses or containerizing and labeling such Hazardous Materials in accordance with applicable
<br /> may pose a present or potential hazard to human health or the environment whether laws and regulations,and will leave the containers on Site. CLIENT is responsible
<br /> contained in a product,material,by-product,waste,or sample,and whether it exists for the retrieval,removal,transport and disposal of such contaminated samples,and
<br /> in a solid,liquid,semi-solid or gaseous form.CLIENT shall notify ECS of any known, sampling process byproducts in accordance with applicable law and regulation.
<br /> assumed, or suspected regulated, contaminated, or other similar Hazardous 10.3 Unless explicitly stated in the Scope of Services,ECS will neither subcontract for nor
<br /> Materials that may exist at the Site prior to ECS mobilizing to the Site. arrange for the transport,disposal,ortreatment of Hazardous Materials.At CLIENT'S
<br /> 4.3 If any Hazardous Materials are discovered,or are reasonably suspected by ECS after written request, ECS may assist CLIENT in identifying appropriate alternatives for
<br /> its Services begin,ECS shall be entitled to amend the scope of Services and adjust transport,off-site treatment,storage,or disposal of such substances, but CLIENT
<br /> its fees or fee schedule to reflect any additional work or personal protective equipment shall be solely responsible for the final selection of methods and firms to provide such
<br /> and/or safety precautions required by the existence of such Hazardous Materials. services. CLIENT shall sign all manifests for the disposal of substances affected by
<br /> 5.0 INFORMATION PROVIDED BY OTHERS - CLIENT waives, releases and contaminants and shall otherwise exercise prudence in arranging for lawful disposal.
<br /> discharges ECS from and against any claim for damage,injury or loss allegedly arising out 10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in
<br /> of or in connection with errors,omissions,or inaccuracies in documents and other information the disposal of Hazardous Materials,samples,orwastes as part of the Proposal,ECS
<br /> in any form provided to ECS by CLIENT or CLIENT's Contractors,including such information shall do so only as CLIENT'S agent(notwithstanding any other provision of this
<br /> that becomes incorporated into ECS documents. Agreement to the contrary). ECS will not assume the role of,nor be considered a
<br /> generator,storer,transporter,or disposer of Hazardous Materials.
<br /> 6.0 CONCEALED RISKS - CLIENT acknowledges that special risks are inherent in 10.5 Subsurface sampling may result in unavoidable cross-contamination of certain
<br /> sampling,testing and/or evaluating concealed conditions that are hidden from view and/or subsurface areas,as when a probe or excavation/boring device moves through a
<br /> neither readably apparent nor easily accessible, e.g., subsurface conditions, conditions contaminated zone and links it to an aquifer, underground stream, pervious soil
<br /> behind a wall,beneath a floor,or above a ceiling.Such circumstances require that certain stratum, or other hydrous body not previously contaminated, or connects an
<br /> assumptions be made regarding existing conditions, which may not be verifiable without uncontaminated zone with a contaminated zone. Because sampling is an essential
<br /> expending additional sums of money or destroying otherwise adequate or serviceable element of the Services indicated herein, CLIENT agrees this risk cannot be
<br /> portions of a building or component thereof.Accordingly,ECS shall not be responsible for the eliminated. Provided such services were performed in accordance with the Standard
<br /> verification of such conditions unless verification can be made by simple visual observation. of Care,CLIENT waives,releases and discharges ECS from and against any claim
<br /> CLIENT agrees to bear any and all costs,losses,damages and expenses(including,but not for damage, injury, or loss allegedly arising from or related to such cross-
<br /> limited to,the cost of ECS'additional services)in any way arising from or in connection with contamination.
<br /> the existence or discovery of such concealed or unknown conditions. 10.6 CLIENT understands that a Phase I Environmental Site Assessment (ESA) is
<br /> 7.0 RIGHT OF ENTRY/DAMAGE RESULTING FROM SERVICES conducted solely to permit ECS to render a professional opinion about the likelihood
<br /> 7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the site of the site having a Recognized Environmental Condition on,in,beneath,or near the
<br /> for the performance t Services. CLIENT hereby grants ECS and its agents, Site at the time the Services are conducted. No matter how thorough a Phase I ESA
<br /> study may be,findings derived from its conduct are highly limited and ECS cannot
<br /> subcontractors and/or subconsultants("Subconsultants"),the right to enter from time
<br /> to time onto the property in order for ECS to perform its Services. CLIENT agrees to know state for an absolute fact that the Site is unaffected or adversely affected by
<br /> indemnify and hold ECS and its Subconsultants harmless from any claims arising one orr more Recognized Environmental Conditions. CLIENT represents and
<br /> warrants that it understands the limitations associated with Phase I ESAs.
<br /> from allegations that ECS trespassed or lacked authority to access the Site.
<br /> ECS Proposal No:22345 Page 1 of 3 Ver.06/14/13
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