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Reference Number: P75255087
<br />Page 2 of 2 Rev.11-22
<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 loss 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.Unless otherwise stated in the Proposal,Client shall provide the location and/or arrange for the marking of private utilities and subterranean
<br />structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be
<br />responsible for damage to subterranean structures or utilities that are not called to Consultant’s attention, are not correctly marked, including by a utility
<br />locate service, or are 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 third parties, including Client’s
<br />contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time
<br />Consultant believes it is in the best interests of Consultant’s employees or subcontractors to do so in order to reduce the risk of exposure to unsafe site
<br />conditions. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant’s pre-task planning and risk
<br />assessment processes.
<br />Consultant:Terracon Consultants, Inc.Client:Orange County NC
<br />By:Date:9/19/2025 By:Date:
<br />Name/Title:Mitchell D Crayton / Department Manager I Name/Title:Angel Barnes
<br />Address:7327 W Friendly Ave Ste G Address:P.O. Box 8181 512 N. Salisbury Street
<br />Greensboro, NC 27410-6253 Raleigh, NC 27604
<br />Phone:(336) 854-8135 Fax:Phone:Fax:
<br />Email:Mitch.Crayton@terracon.com Email:abarnes@orangecountync.gov
<br />Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21
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