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GENERAL TERMS AND CONDITIONS
<br />STANDARD OF CARE. Tngor Engineering Consultants. Inc. (hereinafter "TEC") will perform those Serv,ces commacled for within the sCode of work using that degree of care as of the time services are
<br />rendered which is exercised by and consistent with the standards of similar consultants of ordinary skill and prudence practicing in the same or similar locality of the project site under similar circumstances
<br />0 as to the project Site.
<br />SCOPE OF WORK. The Services to be performed are limited to those set forth in TEC's proposal and TEC shall be under no oury to render any service not expressly covered therein nor shall TEC be liabl
<br />for the failure to perform any other servi.es. It the proposal does not include any services or testing of an environmental nature for hazardcus wastes or substances then TEC may rely on the same as a disclosur
<br />by Client of the non-presence of any such waste or substances on the project she. The "Contract Documents" sha!I mean all terms and provisions set foCh herein together with proposals. exhibits and oth6
<br />documents that form a part of this Agreement.
<br />PERMITS AND RIGHT OF ENTRY, Client warrants that TEC. its agents, staff, employees and subcontractors have permission to enter upon all lands involved in the services to be performed and that Clier
<br />possesses all neccessary permits and licenses required for the activities being conducted at the site. it Client does not own the land where the services are to be performed. Client warrants that 4 has obtain
<br />the above required permission from the owner together with a release of TEC by owner as to any damage incidentally incurred in performance of the Service required,
<br />WARRANTY, THE ONLY WARRANTY MADE By TEC I$ THAT IT WILL USE THAT DEGREE OF CARE SET FORTH IN THE STANDARD OF CARE ABOVE. NO OTHER WARRANTY OR REPRESEN
<br />TATION, EITHER EXPRESS OR IMPLIED, IS MADE OR INTENDED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
<br />DISCLOSURE. Client agrees to furnish or cause to be furnished all information Client has or through due diligence should have which information TEC reasonably requires in order to properly perform tilt
<br />Services. TEC will not be responsible for any damages incurred by Client or third parties as a result of Client's failure to disclose such information to TEC. In addition, TEC will not be responsible for pertormin
<br />any services or advising Client of the necessity of performing any services caused by the failure to dlSClose such information.
<br />HEALTH AND SAFETY NOTIFICATION. Client acknowledges that the existence of hazardous materials, substances, wastes and other materials or defects present on the premises can affect the healt
<br />and safety of TEC's personnel and equipment and affect the procedures that TEC will use to minimize risks to its employees and the public. Therefore, Client warrants that it has fully disclosed to TEC an
<br />knowledge which it, its agents. employees or others with whom it has contracted have, of through to exercise of due diligence could obtain as to the existence or possible existence of any such hazardou
<br />materials, substances, wastes or other defective materials located on or about the project premises. Client agrees that h will be liable for damages suffered by TEC, as employees, agents or subcontractors i
<br />the event of personal injury or disease or loss of equipment srMered:(1) by as failure to disclose; (2) or by h or its agents and other contractors failure to adequately protect from or prevent the introduction of sue
<br />materials on the site.
<br />HAZARDOUS SUBSTANCE DISCLOSURE AND LIABILITY. TEC, in the performance of its Services does not assume control of or responsibility for the site and has no responsibility for reporting to an
<br />federal, state or local public agencies any conditions at to she that may represent a potential danger to public safety, health, or the environment. Client shall do and perform all acts and make such notification
<br />as are appropriate or are required by federal, state or local statutes. laws. ordinances or regulations. In connection with to Services TEC performs, Client agrees that TEC has not contributed to the present;
<br />of any hazardous materials, substances, wastes, or other detective materials located on or about me project site and TEC will not be liable to Client for any damages, claims, expenses or costs concerning th
<br />same arising out of the performance of Services requested by Client. Client further agrees to fully held harmless, indemnify, protect and defend, including the costs of attorney lees in its defense, TEC from am
<br />against any and all claims and liabilities resulting from or arising out of Services and testing performed by TEC, including to possible release or introduction onto the site of hazardous waste or substance
<br />caused by the Services, testing or drilling by TEC at the she, whether the same are made by third parties or by governmental agencies under any federal, slate, local or common law now existing or hereaffe
<br />arising, including, but not limited to, any claims or actions under to Comprehensive Environmental Response- Compensation and Liability Act, as amended, and the Resources Conservation end Recovery Ac
<br />as amended.
<br />INSURANCE. TEC maintains Workers' Compensation and Employer's Liability Insurance in conformance with Stale Law. In addition, TEC maintains Comprehensive General Liability Insurance am
<br />Automobile Liability Insurance with combined single bodily injury and property damage limits of $500,000 DO- A Certificate of Insurance will be supplied evidencing such coverage which contains a claus,
<br />providing that ten days written notice be given prior to cancellation of coverage A requested by Client. Client shall be responsible for all other necessary and appropriate insurance for the Project sae.
<br />LIABILITY AND INDEMNI'ry, Client agreed that TEC will not be liable ar responsible for ¦ny ch". low or dome" asserted by Chem, 14 agents or employees,
<br />awl of or as a result of any act, error or omission by TEC In file perhrmenc¦ of the agreed services beyond the Ikons, coverage or conditions of Insurancespecified above AC's Ear bVC's any fee third for Ile party srvics ber whichever In rester. In the event any third deity brings suit or claim 1p damages against C g 90 or con above s facH*
<br />it servkp or es a rawlt of jig 1dn e or damage from menrlal• elements or cdnaeltuanta at or from Client's faeHlr
<br />heron, during or after the paH
<br />TEC ormawe df TEC'
<br />emdunU b ury al ed ae4 error or omlp TEC M peAdrtternce at Its salwlxa Client agree to hold TEC harmless, and ItldMtstM
<br />for dame or after
<br />yo rd the "Mill" towrage ex ddndlaofe of Inwrarlce ¦pecMlyd dhow u TEC's he, whleMver h greeter, In the event any thhd p??ty bHngs wit or clakn far d¦mag?
<br />agaInai TEC a lasing sx(Tceure to o rd hart material, olemena ar eonetltuernst ¦ or horn Cllent'o Taclltly baton, durfrq, ar char portomtance of the Serylces, which Is alleged tp have opal
<br />In coat for remeeddial stitch, uhill It haWllty of tM property ar other property damegp, CNsM agrees to daland TEC In ¦rry each salt o? elslm end hold TEC harmisu and IndsmnNy TEC luby tar err
<br />such clalma . Client, with concurrence
<br />, col seleCL hln end p¦y ¦n sttornoy b e7efelhd TEC In¦rry each con ar ui¦In, wail ppsatyr Court costs for whkh TEC may be liable M eery such wit end coin by
<br />end pryr Inlg¦tlto ¦xpeneso Client Incun in provldlrng ¦ ras¦an¦be end protessbnel defense vArfNr coil b• ttrevlded by CIIOr1t. Chant will hew the rfgM to Irhvastlgeta, negobete end esttla, with 7EC'i
<br />rnnciarenee ¦ny such con or claim, and TEC wN1 coaper¦q In the dofenss of ¦rry welt Sun ar Celn
<br />SAMPLING OR TESTING LOCATIONS. The unit fees included in this proposal do not include casts associated with surveying of to she or the accurate horizontal and vertical locations of tests. Field test
<br />or boring locations described in TEC's reports or shown on TEC's sketches are based on specific information furnished to TEC by others or estimates made in the field by TEC's technicians- Such dimensions
<br />depths or elevations are considered as approximations unless otherwise stated in to report.
<br />DAMAGE TO EXISTING MAN-MADE OBJECTS. tt shall be the responsibility of the Client or the Owner. or their duly authorized representatives to disclose the presence and accurate location of all hfddei
<br />or obscure man-made objects. relative to field test or borntg locations. T EC's field personnel are trained to recognize dearly identifiable stakes or marking in the field, and without special written instructions, ti
<br />initiate field testing, drilling and/or sampling within a 1 feel of each designated location, If TEC is cautioned, a0vrod or given data in wring that reveals the presence of underground or overgroum
<br />obstructions, such as utilities, pipes, cables or tanks, special fnswetlons wiN be given TEC personnel. Gient has sae responsibility for providing TEC with this information. Client agrees to indemnify and sat
<br />TEC harmless from all claims, suits, losses, personal Injuries, death, and property liability resulting from unusual subsurface conditions or damages to subsurface structures, owned by Client or third parties
<br />occurring in the performance of the proposed work, whose presence and exact locations were not revealed to TEC in writing, and to reimtluw TEC for expenses in connection with any such claims or suit
<br />including reasonable attorney's lees.
<br />SAMPLE DISPOSAL AGREEMENT. Test specimens or samplas (excluding drilling samples) will be disposed of immediately upon completion of tests, All drilling samples will be disposed of 60 days efte
<br />submission of TEC's report unless otherwise requested. Upon request, TEC will agree to retain test spedrtrBns or drtMfrrg samples for a mutually acceptable storegs charge.
<br />CONTAMINATED EQUIPMENT All laboratory and field equipment contaminated in pertomhing TEC's Services and winch cannot be reasonably decontaminated shall become the property and respons
<br />bility of Client. All such equipment shall be delivered to Chem or disposed of in a manner indicated for hazardous materials or substances. Client agrees to pay TEC the fair market value of any such equipmen
<br />which cannot reasonably be decontaminated.
<br />UNFORESEEN OCCURRENCES. If, during the performance of Services, any unforeseen hazardous substances or constituents or other unforeseen conditions or occurrences are encountered which, it
<br />TEC's sole judgment significantly affect or may affect the Services, the risk involved in proviclng the Services. or the recommended scope of Services. TEC wiN promptly notify Client thereof. Subsequent to tha
<br />notification. TEC may,
<br />(a) 11 practicable, in TEC's sole 1judgment, complete the original scope of work in accordance with the procedures originally provided in the proposal;
<br />(b) Agree with Client to modify the Scope of Work and the easiLnsle of Charges to include study of the previously unforeseen conditions or ocCUnenees, such revision to be in writing and signed by the patties
<br />and incorporated herein, or
<br />(c) Terminate the Services effective on the date specified by TEC in wrking-
<br />CLAIMS. In the event that Client makes a claim sonnet TEC for arty kind of rellef, for only alleged 44, air omholat, or ¦ct art" out 01 the nee of TEC's Services, that cannot be mutualh
<br />resolved without resort to litigation, and Client falle to prevail an such claim, then Client shad ail costs Incurred by TEC In dalending TE against the claim, Including, without limitation. TEC'h
<br />personnel-related costa, attarna is fees, court costa, and other clmkr laiod expenses. Inckld 1 wnlrcut Ikrstebon, coast, qss, and expenses of experts- Client agrees that for the purposes of thk
<br />Agreement It has failed to proven as to Ira claim when (udgarnt M Iq fever In nbgwdon Is for a sum of money Issa than that SUM offered by TEC to resolve the matter without litigation, or when Clio"
<br />has a judgment entered against It on ¦ny or all claims i seerts&
<br />INCIDENTAL SITE DAMAGE. Client recognizes that the Services to be rendered may unavoklably affect, after or damage the terrain, structures, buildings, vegetation and equipment in, at or upon the she
<br />and Client will not hold TEC liable or responsible for the same-
<br />LAW TO APPLY. The validity, interpretation and perlormarice of Otis Agreement shall be govemed by and construed in accordance with the laws Of the state of North Carolina.
<br />NO WAIVER. No waiver by either party of any detain by the oiler party in rho perlorrnance of any provision of this Agreement shell operate as or be construed as a waiver of any luture default, whether like
<br />of different in character,
<br />SEVERABILITY. It any provision of this Agreement, or application theroof to any person or circumstance shall to any axiom be invalid, the remainder of mrs Agreement, or the application of such provssoor
<br />to persons or Circumstances other than those as to which it is held Ihvafid, shall riot be affected thereby, and each provision of this Agreement shah be valid and enforced to the fullest extent permitted by law
<br />ENTIRE AGREEMENT. This Agreement, including to CanIact Documents, represents the entire understanding and aagpreement between the parties heretic relating to the Services and supersedes any arx
<br />all prior agreements, whether written or oral, that may exist between the parties regarding same. To to extent that any eddafonl of different terms or conditions Conflict whh the terms and conditions Of thil
<br />Agreement, to terms and conditions 01 this Agreement sW govern. No anrenoment or modification to this Agreement or any waiver Of any provisions hereof shall be effective unless in writing and signed lr
<br />both parties.
<br />PAYMENTS TERMS:
<br />A. Client will pay TEC for services and expenses in atxdrdanee with the Contract Documents, TEC will submit progress Invoices to Clent monthly and final invoice upon completion of as services. Ead
<br />invoice, on preserxation, is due and payable by Client or its authorized representative- Invoices are past due after 30 days. Past due amounts are subject to a service charge of one and orle-hall percent pe
<br />month (18% per annum) on the outstanding balance. Attorney's lees and other costs incurred in collecting past due amounts shall be paid by Client.
<br />B. TEC shall be paid in full for all Services under this Agreement, including any additional Services in excess of these stated in this Agreement as Specifically authorized by Client.
<br />C. The Client's obligation to pay for the Services contracted is in no way dependent upon IN Cliem•s ability to obtain financing, approval Of governmental or regulatory agencies, or upon the Client':
<br />successful completion of the project.
<br />D. The individual signer on behalf of Client hereby personally represents and guarantees that Client is solvent and has file ability to pay TEC for the services to be rendered in accordance with the term:
<br />hereof.
<br />DISPUTE RESOLUTION. In an effort to resolve any conflicts that apse during the project or following the Completion of the project, to Client and TEC agree that all disputes between them arising out d
<br />or relating to this Agreement shall be submitted to non-binding mediation, with mediation costs shared equally, unless the parties mutually agree otherwise, The party claiming that a dispute has arisen shat
<br />notify the other party within 15 days it claims there is a dispute and mediation shall occur between the parties at a date and location mutually agreed wfthm 30 days after said notice. The Client and TEC lurthe
<br />agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent subcontractors and consultants also 1(
<br />include a similar mediation provision in all agreements with subconsullants. subcontractors, supplrers or fabricators so retained, thereby providing mediation as the primary method for dispute resolutior
<br />between the parties to those agreements.
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