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HomeMy WebLinkAboutNC0021369_Sheet Pile Phase I Assessment_20201123 ECS Proposal No. 31-6378-PR2 ECS Southeast, LLP Revised Proposal for Subsurface Exploration and Geotechnical Evaluation Town of Columbus WWTP, Sheetpile Wall 355 Levi Road Columbus, Polk County, North Carolina ECS Proposal Number 31-6378-PR2 July 27, 2020 Revised September 11, 2020 ECS Proposal No. 31-6378-PR2 Page | 2 ECS SOUTHEAST, LLP September 11, 2020 Revised September 11, 2020 Municipal Engineering Services Company P.A. P.O. Box 97 Garner, NC 27529 Attention: Benjamin D. Clawson, P.E., bclawson@mesco.com Reference: Proposal for Subsurface Exploration and Geotechnical Evaluation Town of Columbus WWTP, Sheetpile Wall 355 Levi Road Columbus, Polk County, North Carolina ECS Proposal Number: 31-6378-PR2 ECS Southeast, LLP (ECS) would like to thank you for the opportunity to submit this proposal to provide a subsurface exploration and geotechnical evaluation of the sheet pile wall at the Town of Columbus wastewater treatment plant (WWTP). The proposal contains ECS’ understanding of the project, proposed scope of services, fee estimate, schedule of work, and authorization requirements. PROJECT INFORMATION Our understanding of the project is based on your recent telephone and email correspondence with ECS geotechnical department manager and principal, Matt Monteith, P.E. The basis of this proposal was also formed considering the descriptions and photographs included in your email, dated July 21, 2020, along with review of readily available topographic and geologic maps. The existing sheetpile wall was constructed around 25 years ago to decrease the volume of an aeration basin. Google Earth aerial photographs indicate that the wall is approximately 125-feet long. The aeration basin is reported to be approximately 8 to 9 feet deep. We understand that the sheetpile wall has deflected and is exhibiting failure symptoms. The progression of the deflection can clearly be seen in the Google Earth aerials dated 1993 to present. The purpose of the geotechnical services is to explore the subsurface conditions behind the wall, in the retained zone, to evaluate the lateral earth pressure conditions to analyze stabilization options. During our July 21st phone call, we discussed potential options including (1) building a berm in front of the wall, (2) tying the wall back using deadmen anchors connected to a walers at the wall face and constructing a pile cap to help distribute the loading, and (3) replacing the wall system entirely. In order to evaluate the lateral earth pressure conditions, ECS proposes to drill and/or core borings behind the face of the wall to a depth of at least twice the exposed height of the wall. Access to the boring locations could be challenging due to soft and wet conditions indicated in the photos you ECS Proposal No. 31-6378-PR2 Page | 3 ECS SOUTHEAST, LLP September 11, 2020 provided; as such, ECS suggested to have the Town spread an access pad consisting of gravel or ballast stone to reduce the likelihood of the drill getting stuck. We will provide subgrade preparation and gravel thickness recommendations prior to mobilizing a drill to the site. SCOPE OF SERVICES Task 1: Subgrade Exploration and Geotechnical Evaluation of Drilling Pad The purpose of the drilling support pad subgrade evaluation is to evaluate the subsurface conditions near the hand auger locations shown on the appended Exploration Location Diagram. The evaluation will include performing hand auger and dynamic cone penetrometer testing, drive tube samples, reviewing the subsurface conditions encountered, and developing a brief report presenting our findings, our conclusions regarding the soft soils reported, and our recommendations for a possible drilling support pad, as outlined below:  All work will be performed under the responsible charge of an experienced geotechnical engineer licensed in the State of North Carolina.  An ECS representative will visit the site to observe and document the general surficial site conditions, mark the proposed hand auger locations, and coordinate the field exploration activities. o ECS will contact the North Carolina OneCall Center (NC811) to have public underground utilities at the site marked prior to excavation/drilling.  In order to evaluate the subsurface conditions, we propose to perform a total of three (3) hand auger borings at the approximate locations shown on the attached Exploration Location Diagram. o Kessler dynamic cone penetrometer (kDCP) tests will be performed at each location to evaluate the subgrade support values in the upper 24 to 36 inches below grade and to provide estimated in-place CBR values. o Hand auger borings will be extended to a depth of about 4 feet at each location to document the subsurface stratigraphy and collect representative samples of the soils. o An ECS Staff professional will maintain field logs of the strata encountered in the hand augers for review by the ECS project engineer. o The hand augers will be checked for groundwater upon completion of drilling and at the end of day. All holes will be backfilled with soil cuttings prior to demobilizing from the site.  After completion of the field exploration, the soil samples and field logs will be returned to our office in Asheville for review by the ECS project engineer. o The soils will be visually classified in general accordance with the Unified Soil Classification System (USCS).  Upon completion of our field exploration and engineering evaluation we will issue a brief report. The report can be expected to provide the following: o Project description and site observations. o Information on site conditions including surface drainage and special site features. o Description of the field exploration. Representation of the data obtained will be provided, including exploration location diagrams, and hand auger logs. o A discussion of the subsurface conditions encountered in the hand augers. o Recommendations for subgrade preparation of the drill support pad, as appropriate, based on our findings and conclusions. ECS Proposal No. 31-6378-PR2 Page | 4 ECS SOUTHEAST, LLP September 11, 2020 Task 2: Subsurface Exploration and Geotechnical Engineering Evaluation of Sheetpile Wall The purpose of the subsurface exploration and geotechnical engineering evaluation is to evaluate the subsurface conditions near the boring locations shown on the appended Exploration Location Diagram. The evaluation will include drilling soil test borings, laboratory testing, reviewing the subsurface conditions encountered, developing a report presenting our findings, and providing our recommendations for the geotechnical aspects of the project, as outlined below  An ECS staff representative will visit the site to observe and document the general surficial site conditions, mark the proposed boring locations, and coordinate the field exploration activities.  ECS will contact the North Carolina OneCall Center (NC811) to have public underground utilities in the vicinity of boring locations at the site marked prior to drilling.  ECS proposes to drill and sample four (4) mechanized soil test borings to evaluate the subsurface conditions near the locations shown on the appended Exploration Location Diagram. o The borings will be extended to depths of 25’ below grade, unless practical drilling refusal occurs first. o The borings may be terminated at depths shallower than those proposed if auger refusal is encountered. Auger refusal will be reported from the field to the ECS project engineer, who will review the conditions encountered and judge whether an offset boring is warranted. o Thin-walled, Shelby tube samples shall be obtained in soil strata so that there is one representative sample for each boring. The procedures used for obtaining undisturbed samples shall be in accordance with ASTM D1587. o Bedrock will be sampled using an HQ or NQ size core barrel in at least one boring for a total length of 10 feet. Coring will only be performed if weathered rock is encountered above the planned termination depth. o Representative soil and bedrock samples collected from the split spoon sampler will be placed in labeled sample containers for transport back to our laboratory. o The drilling crew will maintain field logs of the strata encountered in the soil test borings for review by the ECS project engineer. o The boreholes will be checked for groundwater upon completion of drilling and all holes will be backfilled with soil cuttings prior to demobilizing from the site.  After completion of field exploration, the soil samples will be returned to our laboratory in Asheville and visually classified in general accordance with the Unified Soil Classification System.  Selected samples will be tested in the laboratory to assist with visual classification and to help verify classifications of the on-site soil. The laboratory tests may include: o Shelby Tube Extraction (ASTM D 1587) o Natural moisture content (ASTM D2216 / T265) o Dry Density (ASTM D7263) o Particle Size Analysis (ASTM D6913) o Atterberg limits (ASTM D4318) o Direct Shear, 3 points (ASTM D-3080) ECS Proposal No. 31-6378-PR2 Page | 5 ECS SOUTHEAST, LLP September 11, 2020  The conditions encountered within the borings and the results of the laboratory testing will be evaluated by a geotechnical engineer licensed in the State of North Carolina.  Upon completion of our field exploration, laboratory testing, and engineering evaluation we will issue a geotechnical engineering report, which is anticipated to include the following: o Project description and site evaluations. o Description of the field exploration tests performed. o Representation of the field and laboratory data obtained will be provided, including boring location diagrams, boring logs, and laboratory reports. o A discussion of geotechnical site conditions such as shallow rock, unsuitable soils, or shallow groundwater, if encountered. o Lateral earth pressure criteria for both active and passive cases based on the subsurface conditions encountered that the existing wall must be retrofitted to accommodate. o Discussions of the possible pile length ranges considering drivability characteristics determined from the borings. o Evaluation of potential stabilization options with pros and cons of each option from a constructability and cost perspective. o Geotechnical design and construction criteria for each option presented. PROPOSAL ASSUMPTIONS  Client will provide and obtain right-of-entry for ECS to conduct our field services.  A gravel access pad will be constructed by others prior to ECS’ driller arrival on-site for Task 2.  Prices presented herein are valid for 60 days from the date of this proposal.  Prices are based on performing work on a non-holiday weekday during normal business hours (8:00 AM – 5:00 PM, Monday – Friday).  Field exploration (drilling and hand augers) will be performed Monday through Friday during normal business hours. Additional fees will be required for field services required by the Client during off-hours or weekends. Also, we have not budgeted for delays (e.g., waiting for site access or contact personnel, time for meetings, etc.) once the drill rig arrives at the site.  Care will be exercised to mitigate damage to lawn, landscape, pavement, soft ground and other areas that may be disturbed during the field exploration. Due to the weight of the drilling equipment, rutting of exposed subgrade, or cracking of existing pavements (i.e. roads, sidewalks, etc.) could occur in those areas traversed by the drilling equipment especially when the subgrade is wet. Our fee does not include time or expenses associated with the repair of ruts or damage.  Excess soil cuttings generated from drilling activities will not be removed from the site by ECS. The boreholes will be backfilled with auger cuttings and patched with asphalt where applicable. Excess soil cuttings will be left on site and placed in greenbelt areas, unless directed otherwise.  Client will inform us of any known environmental site conditions which could affect the health and safety of our drill crew. We will report unusual odors and colorations of the soil or groundwater observed in the borings. Environmental sampling and analytical testing would be required to evaluate the presence or absence of contamination but is beyond the proposed scope of services. ECS Proposal No. 31-6378-PR2 Page | 6 ECS SOUTHEAST, LLP September 11, 2020 UTILITY CLEARANCE We will contact NC 811 to locate underground utilities at the site; however, our experience indicates that NC 811 will not locate utilities beyond the point of distribution (meters or gauge points) on private property. We will coordinate our boring locations in order to avoid any underground utilities indicated by the NC 811 locating system. However, we will not be responsible for any private utilities not pointed out to us by the land owner or client prior to drilling activities. If private utilities are a concern, we can provide a private utility line locator to reduce your liability. Please read the following section on private utility locator services and if desired, indicate your request for their services on the attached Proposal Acceptance sheet. Contracting a private utility locator service is not a guarantee that all utilities within a work site will be identified, but a service that is offered to lower the risk of the owner/client. ECS and our clients have had past success in avoiding utility conflicts by augmenting the NC 811 services with a private utility locator service. Private utility locator services can identify utility alignments that incorporate significant iron content in the conduit materials. However, private utilities possessing the higher likelihood of not being easily identifiable, beyond the point of distribution, include all utilities not containing significant ferrous (iron) content (examples would include but not be limited to most sanitary sewer alignments, copper or PVC water lines, fiber optic lines without tracer ribbons, copper electric lines with no surface exposure, drainage tiles/pipes, and irrigation lines). Where a private locator service identifies a potential risk that is not traceable through conventional methods, ECS will notify the client immediately and work to resolve the issue. Additional costs related to the resolution of these potential utility conflicts will be invoiced out per our unit rates, as identified in this proposal, or as negotiated and approved at the time of the occurrence. FEES/COST OF SERVICES Task 1: Subgrade Exploration and Geotechnical Evaluation of Drilling Pad Based on our understanding of the project and the scope of services outlined above, we can perform the drilling support pad subsurface exploration and final geotechnical evaluation for a lump sum fee of $2,000. ECS Proposal No. 31-6378-PR2 Page | 7 ECS SOUTHEAST, LLP September 11, 2020 Task 2: Subsurface Exploration and Geotechnical Engineering Evaluation of Sheepile Wall Based on our understanding of the project and the scope of services outlined above, we can perform the subsurface exploration and final geotechnical evaluation for a lump sum fee of $9,820. The lump sum fee includes the items and quantities in the table below. FIELD EXPLORATION Quantity Units Unit Cost Total Cost Staff PM - Project Coordination 4 HR $95.00 $380.00 Principal - Project Coordination 1 HR $175.00 $175.00 Staff PM - Site Observation 3.5 HR $95.00 $332.50 Mileage (26 miles/trip; up to 1 visits) 66 MI $0.70 $46.20 Drilling Subcontractor Mobilization of Drilling Equipment - Within 50 Miles 1 EA $600.00 $600.00 Mobilization of Drilling Equipment - More thean 50 Miles 200 MI $4.00 $800.00 Soil Test Borings (4 borings, 25') 90 FT $12.00 $1,080.00 Rock Core Setup 1 EA $150.00 $150.00 Rock Core (1 boring, 10') 10 FT $55.00 $550.00 Casing 20 FT $10.00 $200.00 Shelby Tubes 4 EA $85.00 $340.00 Per Diem (3 Man Drill Crew) 1 EA $350.00 $350.00 SUBTOTAL FOR FIELD EXPLORATION: $5,003.70 LABORATORY TESTING Quantity Units Unit Cost Total Cost Staff PM - Visual Classificaiton and Boring Logs 4 HR $95.00 $380.00 Natural Moisture Content Tests 6 EA $12.00 $72.00 Unit Weight (ASTM D-2937) 4 EA $30.00 $120.00 Shelby Tube Extraction (ASTM D 1587) 4 EA $30.00 $120.00 Grain Size (7 sieves + wash #200) 6 EA $85.00 $510.00 Atterberg Limits 6 EA $85.00 $510.00 Direct Shear, 3 points (ASTM D-3080) 2 EA $500.00 $1,000.00 SUBTOTAL LABORATORY TESTING: $2,712.00 GEOTECHNICAL ENGINEERING AND REPORTING Quantity Units Unit Cost Total Cost Staff PM - Analysis and Reporting 16 HR $95.00 $1,520.00 Principal Engineer 3 HR $175.00 $525.00 Administrative Assistant 1 HR $60.00 $60.00 SUBTOTAL GEOTECHNICAL ENGINEERING and REPORTING: $2,105.00 ESTIMATED FEE FOR GEOTECHNICAL SERVICES: $9,820.70 If subsurface conditions warrant additional subsurface exploration or laboratory testing, these services will be provided on a unit rate basis in accordance with our standard fee schedule. We will consult with you to discuss the merit of the additional services and provide an estimated cost for your approval prior ECS Proposal No. 31-6378-PR2 Page | 8 ECS SOUTHEAST, LLP September 11, 2020 to proceeding with the work. If other items are required because of a request for additional services, they would also be invoiced on a unit fee basis in accordance with our standard fee schedules Our services will be invoiced on a lump sum basis in accordance with the estimate provided above. Our invoices are typically submitted on or about the 10th of each month. Payment is due upon receipt of our invoice. SCHEDULE OF WORK ECS is prepared to initiate the requested services immediately upon receiving written authorization to proceed. The public utility locates and field work may require 1 to 2 weeks to coordinate and schedule. Once mobilized, we anticipate Task 1 field work will require 1 day on-site to complete, and Task 2 field work will require 1 day on-site to complete. The Task 1 report can be transmitted to the client within 1 to 2 weeks of the completion of field work. The Task 2 geotechnical report can be transmitted to the client within 3 to 4 weeks of the completion of drilling. If requested, we can provide the project team with updates of our results within about a week of receiving our laboratory test results. ADDITIONAL CONSULTATION ECS can be available for consultations by telephone and site visits required after issuing our geotechnical report; however, such additional services that are requested by the client or representatives of the client’s design or construction team are not included in the scope and associated fees outlined in this proposal. You will be billed on a unit rates basis for follow up site visits and email, telephone or other means of consultation to you or your project team. These fees will be incur red on a per hour basis and will be billed monthly. ACCEPTANCE AND AUTHORIZATION This proposal is the agreement for our services. Your acceptance of this proposal may be indicated by signing the attached Proposal Acceptance Form and returning a copy to us. Please note that the Service Agreement will be incorporated herein by reference and are an integral part of this agreement between us. By signing the Proposal Acceptance Form or referencing this proposal, you are accepting this proposal in its entirety. Thank you again for the opportunity to assist you and your project team. We look forward to the opportunity to work with you. If you have any questions, or if we can be of any additional service, please contact us at (828) 665-2307. Respectfully submitted, ECS SOUTHEAST, LLP Matt D. Monteith, P.E. Matthew S. Fogleman, P.E. Geotechnical Department Manager, Principal Office Manager, Principal MMonteith@ecslimited.com MFogleman@ecslimited.com Attachments: Proposed Boring Layout Diagram Proposal Acceptance Form Terms & Conditions of Service Not to Scale PROPOSED EXPLORATION LOCATION DIAGRAM Town of Columbus WWTP 355 Levi Road Columbus, North Carolina ECS Proposal No. 31-6378-P LEGEND Proposed Boring Location Proposed Hand Auger Location B-1 B-4 B-3 B-2 LIMITS OF 20’ WIDE ACCESS PAD HA-1 HA-3 HA-2 ECS Proposal No. 31-6378-PR2 Page | 9 ECS SOUTHEAST, LLP September 11, 2020 PROPOSAL ACCEPTANCE FORM ECS SOUTHEAST, LLP Project Name: Town of Columbus WWTP, Sheetpile Wall Location: 355 Levi Road, Columbus, North Carolina Fee: □ Drilling Support Pad Geotechnical Evaluation $2,000 (lump sum) □ Subsurface Exploration and Geotechnical Evaluation $9,820 (lump sum) □ Private Utility Locate (Optional) $1,250 (lump sum) Please complete and return this Proposal Acceptance Form to ECS as shown at the bottom of this form. By signing and returning this form, you are providing us with authorization to proceed, providing us permission to enter the site, and making this proposal the agreement between us. Your signature also indicates that you have read this document and the terms and conditions of service in its entirety and agree to pay for these services. CLIENT AND BILLING INFORMATION Name of Client: Contact Person: Telephone No. E-mail: Responsible for Payment Approval of Invoice (if different) Contact Name: Company Name: Address Address City, State, Zip Telephone No.: E-mail Address: The reports are normally e-mailed directly to client. If you require copies to others, please provide their names, e-mail addresses and fax numbers below. Name E-mail Address Phone Number Fax Number Special Instructions: Client Signature:  _______________________________________________ Date: ________________________ Proposal No. 31-6378-P (hereinafter the “Proposal”) ECS Proposal No: 31-6378-P Page 1 of 3 Ver. 06/14/13 ECS SOUTHEAST, LLP TERMS AND CONDITIONS OF SERVICE The professional services (“Services”) to be provided by ECS SOUTHEAST, LLP (“ECS”) pursuant to the Proposal shall be provided in accordance with these Terms and Conditions of Service (“Terms”), including any addenda as may be incorporated or referenced in writing and shall form the Agreement between ECS and CLIENT. 1.0 INDEPENDENT CONSULTANT STATUS - ECS shall serve as an independent professional consultant to CLIENT for Services on the Project and shall have control over, and responsibility for, the means and methods for providing the Services identified in the Proposal, including the retention of Subcontractors and Subconsultants 2.0 SCOPE OF SERVICES - It is understood that the fees, reimbursable expenses and time schedule defined in the Proposal are based on information provided by CLIENT and/or CLIENT’S, agents, contractors and consultants (“Contractors”). CLIENT acknowledges that if this information is not current, is incomplete or inaccurate, if conditions are discovered that could not be reasonably foreseen, or if CLIENT orders additional services, the scope of services will change, even while the Services are in progress. 3.0 STANDARD OF CARE 3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal, ECS shall be expected to comply with and its performance evaluated in light of the standard of care expected of professionals in the industry performing similar services on projects of like size and complexity at that time in the region (the “Standard of Care”). Nothing contained in the Proposal, the agreed-upon scope of Services, these Terms or any ECS report, opinion, plan or other document prepared by ECS shall constitute a warranty or guarantee of any nature whatsoever. 3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data gathered during performance of Services as well as those facts provided by the CLIENT and/or CLIENT’S contractors and consultants. CLIENT acknowledges that such data collection is limited to specific areas that are sampled, bored, tested, observed and/or evaluated. Consequently, CLIENT waives any and all claims based upon erroneous facts provided by the CLIENT, facts subsequently learned or regarding conditions in areas not specifically sampled, bored, tested, observed or evaluated by ECS. 3.3 If a situation arises that causes ECS to believe compliance with CLIENT’S directives would be contrary to sound engineering practices, would violate applicable laws, regulations or codes, or will expose ECS to legal claims or charges, ECS shall so advise CLIENT. If ECS’ professional judgment is rejected, ECS shall have the right to terminate its Services in accordance with the provisions of Section 25.0, below. 3.4 If CLIENT decides to disregard ECS’ recommendations with respect to complying with applicable laws or regulations, ECS shall determine if applicable law requires ECS to notify the appropriate public officials. CLIENT agrees that such determinations are ECS’ sole right to make. 4.0 CLIENT DISCLOSURES 4.1 Where the Services requires ECS to penetrate a surface, CLIENT shall furnish and/or shall direct CLIENT’S or CLIENT’S Contractors to furnish ECS information identifying the type and location of utility lines and other man-made objects known, suspected, or assumed to be located beneath or behind the Site's surface. ECS shall be entitled to rely on such information for completeness and accuracy without further investigation, analysis, or evaluation. 4.2 “Hazardous Materials” shall include but not be limited to any substance that poses or may pose a present or potential hazard to human health or the environment whether contained in a product, material, by-product, waste, or sample, and whether it exists in a solid, liquid, semi-solid or gaseous form. CLIENT shall notify ECS of any known, assumed, or suspected regulated, contaminated, or other similar Hazardous Materials that may exist at the Site prior to ECS mobilizing to the Site. 4.3 If any Hazardous Materials are discovered, or are reasonably suspected by ECS after its Services begin, ECS shall be entitled to amend the scope of Services and adjust its fees or fee schedule to reflect any additional work or personal protective equipment and/or safety precautions required by the existence of such Hazardous Materials. 5.0 INFORMATION PROVIDED BY OTHERS - CLIENT waives, releases and discharges ECS from and against any claim for damage, injury or loss allegedly arising out of or in connection with errors, omissions, or inaccuracies in documents and other information in any form provided to ECS by CLIENT or CLIENT’s Contractors, including such information that becomes incorporated into ECS documents. 6.0 CONCEALED RISKS - CLIENT acknowledges that special risks are inherent in sampling, testing and/or evaluating concealed conditions that are hidden from view and/or neither readably apparent nor easily accessible, e.g., subsurface conditions, conditions behind a wall, beneath a floor, or above a ceiling. Such circumstances require that certain assumptions be made regarding existing conditions, which may not be verifiable without expending additional sums of money or destroying otherwise adequate or serviceable portions of a building or component thereof. Accordingly, ECS shall not be responsible for the verification of such conditions unless verification can be made by simple visual observation. CLIENT agrees to bear any and all costs, losses, damages and expenses (including, but not limited to, the cost of ECS’ additional services) in any way arising from or in connection with the existence or discovery of such concealed or unknown conditions. 7.0 RIGHT OF ENTRY/DAMAGE RESULTING FROM SERVICES 7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the site for the performance of Services. CLIENT hereby grants ECS and its agents, subcontractors and/or subconsultants (“Subconsultants”), the right to enter from time to time onto the property in order for ECS to perform its Services. CLIENT agrees to indemnify and hold ECS and its Subconsultants harmless from any claims arising from allegations that ECS trespassed or lacked authority to access the Site. 7.2 CLIENT warrants that it possesses all necessary permits, licenses and/or utility clearances for the Services to be provided by ECS except where ECS’ Proposal explicitly states that ECS will obtain such permits, licenses, and/or utility clearances. 7.3 ECS will take reasonable precautions to limit damage to the Site and its improvements during the performance of its Services. CLIENT understands that the use of exploration, boring, sampling, or testing equipment may cause damage to the Site. The correction and restoration of such common damage is CLIENT’S responsibility unless specifically included in ECS’ Proposal. 7.4 CLIENT agrees that it will not bring any claims for liability or for injury or loss against ECS arising from (i) procedures associated with the exploration, sampling or testing activities at the Site, (ii) discovery of Hazardous Materials or suspected Hazardous Materials, or (iii) ECS’ findings, conclusions, opinions, recommendations, plans, and/or specifications related to discovery of contamination. 8.0 UNDERGROUND UTILITIES 8.1 ECS shall exercise the Standard of Care in evaluating client-furnished information as well as information readily and customarily available from public utility locating services (the “Underground Utility Information”) in its effort to identify underground utilities. The extent of such evaluations shall be at ECS’ sole discretion. 8.2 CLIENT recognizes that the Underground Utility Information provided to or obtained by ECS may contain errors or be incomplete. CLIENT understands that ECS may be unable to identify the locations of all subsurface utility lines and man-made features. 8.3 CLIENT waives, releases, and discharges ECS from and against any claim for damage, injury or loss allegedly arising from or related to subterranean structures (pipes, tanks, cables, or other utilities, etc.) which are not called to ECS’ attention in writing by CLIENT, not correctly shown on the Underground Utility Information and/or not properly marked or located by the utility owners, governmental or quasi- governmental locators, or private utility locating services as a result of ECS’ or ECS’ Subconsultant’s request for utility marking services made in accordance with local industry standards. 9.0 SAMPLES 9.1 Soil, rock, water, building materials and/or other samples and sampling by-products obtained from the Site are and remain the property of CLIENT. Unless other arrangements are requested by CLIENT and mutually agreed upon by ECS in writing, ECS will retain samples not consumed in laboratory testing for up to sixty (60) calendar days after the first issuance of any document containing data obtained from such samples. Samples consumed by laboratory testing procedures will not be stored. 9.2 Unless CLIENT directs otherwise, and excluding those issues covered in Section 10.0, CLIENT authorizes ECS to dispose of CLIENT’S non-hazardous samples and sampling or testing by-products in accordance with applicable laws and regulations. 10.0 ENVIRONMENTAL RISKS 10.1 When Hazardous Materials are known, assumed, suspected to exist, or discovered at the Site, ECS will endeavor to protect its employees and address public health, safety, and environmental issues in accordance with the Standard of Care. CLIENT agrees to compensate ECS for such efforts. 10.2 When Hazardous Materials are known, assumed, or suspected to exist, or discovered at the Site, ECS and/or ECS’ subcontractors will exercise the Standard of Care in containerizing and labeling such Hazardous Materials in accordance with applicable laws and regulations, and will leave the containers on Site. CLIENT is responsible for the retrieval, removal, transport and disposal of such contaminated samples, and sampling process byproducts in accordance with applicable law and regulation. 10.3 Unless explicitly stated in the Scope of Services, ECS will neither subcontract for nor arrange for the transport, disposal, or treatment of Hazardous Materials. At CLIENT’S written request, ECS may assist CLIENT in identifying appropriate alternatives for transport, off-site treatment, storage, or disposal of such substances, but CLIENT shall be solely responsible for the final selection of methods and firms to provide such services. CLIENT shall sign all manifests for the disposal of substances affected by contaminants and shall otherwise exercise prudence in arranging for lawful disposal. 10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in the disposal of Hazardous Materials, samples, or wastes as part of the Proposal, ECS shall do so only as CLIENT’S agent (notwithstanding any other provision of this Agreement to the contrary). ECS will not assume the role of, nor be considered a generator, storer, transporter, or disposer of Hazardous Materials. 10.5 Subsurface sampling may result in unavoidable cross-contamination of certain subsurface areas, as when a probe or excavation/boring device moves through a contaminated zone and links it to an aquifer, underground stream, pervious soil stratum, or other hydrous body not previously contaminated, or connects an uncontaminated zone with a contaminated zone. Because sampling is an essential element of the Services indicated herein, CLIENT agrees this risk cannot be eliminated. Provided such services were performed in accordance with the Standard of Care, CLIENT waives, releases and discharges ECS from and against any claim for damage, injury, or loss allegedly arising from or related to such cross- contamination. 10.6 CLIENT understands that a Phase I Environmental Site Assessment (ESA) is conducted solely to permit ECS to render a professional opinion about the likelihood of the site having a Recognized Environmental Condition on, in, beneath, or near the Site at the time the Services are conducted. No matter how thorough a Phase I ESA study may be, findings derived from its conduct are highly limited and ECS cannot know or state for an absolute fact that the Site is unaffected or adversely ECS Proposal No: 31-6378-P Page 2 of 3 Ver. 06/14/13 affected by one or more Recognized Environmental Conditions. CLIENT represents and warrants that it understands the limitations associated with Phase I ESAs. 11.0 OWNERSHIP OF DOCUMENTS 11.1 ECS shall be deemed the author and owner (or licensee) of all documents, technical reports, letters, photos, boring logs, field data, field notes, laboratory test data, calculations, designs, plans, specifications, reports, or similar documents and estimates of any kind furnished by it [the “Documents of Service”] and shall retain all common law, statutory and other reserved rights, including copyrights. CLIENT shall have a limited, non-exclusive license to use copies of the Documents of Service provided to it in connection with its Project for which the Documents of Service are provided until the completion of the Project. 11.2 ECS’ Services are performed and Documents of Service are provided for the CLIENT’S sole use. CLIENT understands and agrees that any use of the Documents of Service by anyone other than the CLIENT and its Contractors is not permitted. CLIENT further agrees to indemnify and hold ECS harmless for any errors, omissions or damage resulting from its contractors’ use of ECS’ Documents of Service. 11.3 Without ECS’ prior written consent, CLIENT agrees to not use ECS’ Documents of Service for the Project if the Project is subsequently modified in scope, structure or purpose. Any reuse without ECS’ written consent shall be at CLIENT’S sole risk and without liability to ECS or its Subconsultants. CLIENT agrees to indemnify and hold ECS harmless for any errors, omissions or Damage resulting from its use of ECS’ Documents of Service after any modification in scope, structure or purpose. 11.4 CLIENT agrees to not make any modification to the Documents of Service without the prior written authorization of ECS. To the fullest extent permitted by law, CLIENT agrees to indemnify, defend, and hold ECS harmless from any damage, loss, claim, liability or cost (including reasonable attorneys’ fees and defense costs) arising out of or in connection with any unauthorized modification of the Documents of Service by CLIENT or any person or entity that acquires or obtains the Documents of Service from or through CLIENT. CLIENT represents and warrants that the Documents of Service shall be used only as submitted by ECS. 12.0 SAFETY 12.1 Unless expressly agreed to in writing in its Proposal, CLIENT agrees that ECS shall have no responsibility whatsoever for any aspect of site safety other than for its own employees. Nothing herein shall be construed to relieve CLIENT and/or its Contractors from their responsibility for site safety. CLIENT also represents and warrants that the General Contractor is solely responsible for Project site safety and that ECS personnel may rely on the safety measures provided by the General Contractor. 12.2 In the event ECS assumes in writing limited responsibility for specified safety issues, the acceptance of such responsibilities does not and shall not be deemed an acceptance of responsibility for any other non-specified safety issues, including, but not limited to those relating to excavating, fall protection, shoring, drilling, backfilling, blasting, or other construction activities. 13.0 CONSTRUCTION TESTING AND REMEDIATION SERVICES 13.1 CLIENT understands that construction testing and observation services are provided in an effort to reduce, but cannot eliminate, the risk of problems arising during or after construction or remediation. CLIENT agrees that the provision of such Services does not create a warranty or guarantee of any type. 13.2 Monitoring and/or testing services provided by ECS shall not in any way relieve the CLIENT’S contractor(s) from their responsibilities and obligations for the quality or completeness of construction as well as their obligation to comply with applicable laws, codes, and regulations. 13.3 ECS has no responsibility whatsoever for the means, methods, techniques, sequencing or procedures of construction selected, for safety precautions and programs incidental to work or services provided by any contractor or other consultant. ECS does not and shall not have or accept authority to supervise, direct, control, or stop the work of any of CLIENT’S Contractors or any of their subcontractors. 13.4 ECS strongly recommends that CLIENT retain ECS to provide construction monitoring and testing services on a full time basis to lower the risk of defective or incomplete work being installed by CLIENT’S Contractors. If CLIENT elects to retain ECS on a part-time or on-call basis for any aspect of construction monitoring and/or testing, CLIENT accepts the risk that a lower level of construction quality may occur and that defective or incomplete work may result and not be detected by ECS’ part time monitoring and testing in exchange for CLIENT’S receipt of an immediate cost savings. Unless the CLIENT can show that ECS’ errors or omissions are contained in ECS’ reports, CLIENT waives, releases and discharges ECS from and against any other claims for errors, omissions, damages, injuries, or loss alleged to arise from defective or incomplete work that was monitored or tested by ECS on a part-time or on-call basis. Except as set forth in the preceding sentence, CLIENT agrees to indemnify and hold ECS harmless from all Damages, costs, and attorneys’ fees, for any claims alleging errors, omissions, damage, injury or loss allegedly resulting from work that was monitored or tested by ECS on a part- time or on-call basis. 14.0 CERTIFICATIONS - CLIENT may request, or governing jurisdictions may require, ECS to provide a “certification” regarding the Services provided by ECS. Any “certification” required of ECS by the CLIENT or jurisdiction(s) having authority over some or all aspects of the Project shall consist of ECS’ inferences and professional opinions based on the limited sampling, observations, tests, and/or analyses performed by ECS at discrete locations and times. Such “certifications” shall constitute ECS’ professional opinion of a condition's existence, but ECS does not guarantee that such condition exists, nor does it relieve other parties of the responsibilities or obligations such parties have with respect to the possible existence of such a condition. CLIENT agrees it cannot make the resolution of any dispute with ECS or payment of any amount due to ECS contingent upon ECS signing any such “certification.” 15.0 BILLINGS AND PAYMENTS 15.1 Billings will be based on the unit rates, plus travel costs, and other reimbursable expenses as stated in the professional fees section of the Proposal. Any estimate of professional fees stated shall not be considered as a not-to-exceed or lump sum amount unless otherwise explicitly stated. CLIENT understands and agrees that even if ECS agrees to a lump sum or not-to-exceed amount, that amount shall be limited to number of hours, visits, trips, tests, borings, or samples stated in the Proposal. 15.2 CLIENT agrees that all professional fees and other unit rates may be adjusted annually to account for inflation based on the most recent 12-month average of the Consumer Price Index (CPI-U) for all items as established by www.bls.gov when the CPI-U exceeds an annual rate of 2.0%. 15.3 Should ECS identify a Changed Condition(s), ECS shall notify the CLIENT of the Changed Condition(s). ECS and CLIENT shall promptly and in good faith negotiate an amendment to the scope of Services, professional fees, and time schedule. 15.4 CLIENT recognizes that time is of the essence with respect to payment of ECS’ invoices, and that timely payment is a material consideration for this Agreement. All payment shall be in U.S. funds drawn upon U.S. banks and in accordance with the rates and charges set forth in the professional Fees. Invoices are due and payable upon receipt. 15.5 If CLIENT disputes all or part of an invoice, CLIENT shall provide ECS with written notice stating in detail the facts of the dispute within fifteen (15) calendar days of the invoice date. CLIENT agrees to pay the undisputed amount of such invoice promptly. 15.6 ECS reserves the right to charge CLIENT an additional charge of one-and-one-half (1.5) percent (or the maximum percentage allowed by Law, whichever is lower) of the invoiced amount per month for any payment received by ECS more than thirty (30) calendar days from the date of the invoice, excepting any portion of the invoiced amount in dispute. All payments will be applied to accrued interest first and then to the unpaid principal amount. Payment of invoices shall not be subject to unilateral discounting or set-offs by CLIENT. 15.7 CLIENT agrees that its obligation to pay for the Services is not contingent upon CLIENT’S ability to obtain financing, zoning, approval of governmental or regulatory agencies, permits, final adjudication of a lawsuit, CLIENT’S successful completion of the Project, settlement of a real estate transaction, receipt of payment from CLIENT’s client, or any other event unrelated to ECS provision of Services. Retainage shall not be withheld from any payment, nor shall any deduction be made from any invoice on account of penalty, liquidated damages, or other sums incurred by CLIENT. It is agreed that all costs and legal fees including actual attorney's fees, and expenses incurred by ECS in obtaining payment under this Agreement, in perfecting or obtaining a lien, recovery under a bond, collecting any delinquent amounts due, or executing judgments, shall be reimbursed by CLIENT. 15.8 Unless CLIENT has provided notice to ECS in accordance with Section 16.0 of these Terms, payment of any invoice by the CLIENT shall mean that the CLIENT is satisfied with ECS’ Services and is not aware of any defects in those Services. 16.0 DEFECTS IN SERVICE 16.1 CLIENT and CLIENT’s Contractors shall promptly inform ECS during active work on any project of any actual or suspected defects in the Services so to permit ECS to take such prompt, effective remedial measures that in ECS’ opinion will reduce or eliminate the consequences of any such defective Services. The correction of defects attributable to ECS’ failure to perform in accordance with the Standard of Care shall be provided at no cost to CLIENT. However, ECS shall not be responsible for the correction of any deficiency attributable to client-furnished information, the errors, omissions, defective materials, or improper installation of materials by CLIENT’s personnel, consultants or contractors, or work not observed by ECS. CLIENT shall compensate ECS for the costs of correcting such defects. 16.2 Modifications to reports, documents and plans required as a result of jurisdictional reviews or CLIENT requests shall not be considered to be defects. CLIENT shall compensate ECS for the provision of such Services. 17.0 INSURANCE - ECS represents that it and its subcontractors and subconsultants maintain workers compensation insurance, and that ECS is covered by general liability, automobile and professional liability insurance policies in coverage amounts it deems reasonable and adequate. ECS shall furnish certificates of insurance upon request. The CLIENT is responsible for requesting specific inclusions or limits of coverage that are not present in ECS insurance package. The cost of such inclusions or coverage increases, if available, will be at the expense of the CLIENT. 18.0 LIMITATION OF LIABILITY 18.1 CLIENT AGREES TO ALLOCATE CERTAIN RISKS ASSOCIATED WITH THE PROJECT BY LIMITING ECS’ TOTAL LIABILITY TO CLIENT ARISING FROM ECS’ PROFESSIONAL LIABILITY, I.E. PROFESSIONAL ACTS, ERRORS, OR OMISSIONS AND FOR ANY AND ALL CAUSES INCLUDING NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY, INJURIES, DAMAGES, CLAIMS, LOSSES, EXPENSES, OR CLAIM EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) RELATING TO PROFESSIONAL SERVICES PROVIDED UNDER THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. THE ALLOCATION IS AS FOLLOWS. 18.1.1 If the proposed fees are $10,000 or less, ECS’ total aggregate liability to CLIENT shall not exceed $20,000, or the total fee received for the services rendered, whichever is greater. 18.1.2 If the proposed fees are in excess of $10,000, ECS’ total aggregate liability to CLIENT shall not exceed $50,000, or the total fee for the services rendered, whichever is greater. 18.2 CLIENT agrees that ECS shall not be responsible for any injury, loss or damage of any nature, including bodily injury and property damage, arising directly or indirectly, in whole or in part, from acts or omissions by the CLIENT, its employees, agents, staff, consultants, contractors, or subcontractors to the extent such injury, damage, or loss is caused by acts or omissions of CLIENT, its employees, agents, staff, consultants, contractors, subcontractors or person/entities for whom CLIENT is legally liable. 18.3 CLIENT agrees that ECS’ liability for all non-professional liability arising out of this Agreement or the services provided as a result of the Proposal be limited to $500,000. ECS Proposal No: 31-6378-P Page 3 of 3 Ver. 06/14/13 19.0 INDEMNIFICATION 19.1 Subject to Section 18.0, ECS agrees to hold harmless and indemnify CLIENT from and against damages arising from ECS’ negligent performance of its Services, but only to the extent that such damages are found to be caused by ECS’ negligent acts, errors or omissions, (specifically excluding any damages caused by any third party or by the CLIENT.) 19.2 To the fullest extent permitted by law, CLIENT agrees to indemnify, and hold ECS harmless from and against any and all liability, claims, damages, demands, fines, penalties, costs and expenditures (including reasonable attorneys’ fees and costs of litigation defense and/or settlement) (“Damages”) caused in whole or in part by the acts, errors, or omissions of the CLIENT or CLIENT’s employees, agents, staff, contractors, subcontractors, consultants, and clients, provided such Damages are attributable to: (a) the bodily injury, personal injury, sickness, disease and/or death of any person; (b) the injury to or loss of value to tangible personal property; or (c) a breach of these Terms. The foregoing indemnification shall not apply to the extent such Damage is found to be caused by the sole negligence, errors, omissions or willful misconduct of ECS. 19.3 It is specifically understood and agreed that in no case shall ECS be required to pay an amount of Damages disproportional to ECS’ culpability. IF CLIENT IS A HOMEOWNER, HOMEOWNERS’ ASSOCIATION, CONDOMINIUM OWNER, CONDOMINIUM OWNER’S ASSOCIATION, OR SIMILAR RESIDENTIAL OWNER, ECS RECOMMENDS THAT CLIENT RETAIN LEGAL COUNSEL BEFORE ENTERING INTO THIS AGREEMENT TO EXPLAIN CLIENT’S RIGHTS AND OBLIGATIONS HEREUNDER, AND THE LIMITATIONS, AND RESTRICTIONS IMPOSED BY THIS AGREEMENT. CLIENT AGREES THAT FAILURE OF CLIENT TO RETAIN SUCH COUNSEL SHALL BE A KNOWING WAIVER OF LEGAL COUNSEL AND SHALL NOT BE ALLOWED ON GROUNDS OF AVOIDING ANY PROVISION OF THIS AGREEMENT. 19.4 IF CLIENT IS A RESIDENTIAL BUILDER OR RESIDENTIAL DEVELOPER, CLIENT SHALL INDEMNIFY AND HOLD HARMLESS ECS AGAINST ANY AND ALL CLAIMS OR DEMANDS DUE TO INJURY OR LOSS INITIATED BY ONE OR MORE HOMEOWNERS, UNIT-OWNERS, OR THEIR HOMEOWNER’S ASSOCIATION, COOPERATIVE BOARD, OR SIMILAR GOVERNING ENTITY AGAINST CLIENT WHICH RESULTS IN ECS BEING BROUGHT INTO THE DISPUTE. 19.5 IN NO EVENT SHALL THE DUTY TO INDEMNIFY AND HOLD ANOTHER PARTY HARMLESS UNDER THIS SECTION 19.0 INCLUDE THE DUTY TO DEFEND. 20.0 CONSEQUENTIAL DAMAGES 20.1 CLIENT shall not be liable to ECS and ECS shall not be liable to CLIENT for any consequential damages incurred by either due to the fault of the other or their employees, consultants, agents, contractors or subcontractors, regardless of the nature of the fault or whether such liability arises in breach of contract or warranty, tort, statute, or any other cause of action. Consequential damages include, but are not limited to, loss of use and loss of profit. 20.2 ECS shall not be liable to CLIENT, or any entity engaged directly or indirectly by CLIENT, for any liquidated damages due to any fault, or failure to act, in part or in total by ECS, its employees, agents, or subcontractors. 21.0 SOURCES OF RECOVERY 21.1 All claims for damages related to the Services provided under this Agreement shall be made against the ECS entity contracting with the CLIENT for the Services, and no other person or entity. CLIENT agrees that it shall not name any affiliated entity including parent, peer, or subsidiary entity or any individual officer, director, or employee of ECS. 21.2 In the event of any dispute or claim between CLIENT and ECS arising out of in connection with the Project and/or the Services, CLIENT and ECS agree that they will look solely to each other for the satisfaction of any such dispute or claim. Moreover, notwithstanding anything to the contrary contained in any other provision herein, CLIENT and ECS’ agree that their respective shareholders, principals, partners, members, agents, directors, officers, employees, and/or owners shall have no liability whatsoever arising out of or in connection with the Project and/or Services provided hereunder. In the event CLIENT brings a claim against an affiliated entity, parent entity, subsidiary entity, or individual officer, director or employee in contravention of this Section 21, CLIENT agrees to hold ECS harmless from and against all damages, costs, awards, or fees (including attorneys’ fees) attributable to such act. 22.0 THIRD PARTY CLAIMS EXCLUSION - CLIENT and ECS agree that the Services are performed solely for the benefit of the CLIENT and are not intended by either CLIENT or ECS to benefit any other person or entity. To the extent that any other person or entity is benefited by the Services, such benefit is purely incidental and such other person or entity shall not be deemed a third party beneficiary to the Agreement. No third-party shall have the right to rely on ECS’ opinions rendered in connection with ECS’ Services without written consent from both CLIENT and ECS, which shall include, at a minimum, the third-party's agreement to be bound to the same Terms and Conditions contained herein and third- party’s agreement that ECS’ Scope of Services performed is adequate. 23.0 DISPUTE RESOLUTION 23.1 In the event any claims, disputes, and other matters in question arising out of or relating to these Terms or breach thereof (collectively referred to as “Disputes”), the parties shall promptly attempt to resolve all such Disputes through executive negotiation between senior representatives of both parties familiar with the Project. The parties shall arrange a mutually convenient time for the senior representative of each party to meet. Such meeting shall occur within fifteen calendar (15) days of either party’s written request for executive negotiation or as otherwise mutually agreed. Should this meeting fail to result in a mutually agreeable plan for resolution of the Dispute, CLIENT and ECS agree that either party may bring litigation. 23.2 CLIENT shall make no claim (whether directly or in the form of a third-party claim) against ECS unless CLIENT shall have first provided ECS with a written certification executed by an independent engineer licensed in the jurisdiction in which the Project is located, reasonably specifying each and every act or omission which the certifier contends constitutes a violation of the Standard of Care. Such certificate shall be a precondition to the institution of any judicial proceeding and shall be provided to ECS thirty (30) days prior to the institution of such judicial proceedings. 23.3 Litigation shall be instituted in a court of competent jurisdiction in the county or district in which ECS’ office contracting with the CLIENT is located. The parties agree that the law applicable to these Terms and the Services provided pursuant to the Proposal shall be the laws of the Commonwealth of Virginia, but excluding its choice of law rules. Unless otherwise mutually agreed to in writing by both parties, CLIENT waives the right to remove any litigation action to any other jurisdiction. Both parties agree to waive any demand for a trial by jury. 24.0 CURING A BREACH 24.1 A party that believes the other has materially breached these Terms shall issue a written cure notice identifying its alleged grounds for termination. Both parties shall promptly and in good faith attempt to identify a cure for the alleged breach or present facts showing the absence of such breach. If a cure can be agreed to or the matter otherwise resolved within thirty (30) calendar days from the date of the termination notice, the parties shall commit their understandings to writing and termination shall not occur. 24.2 Either party may waive any right provided by these Terms in curing an actual or alleged breach; however, such waiver shall not affect future application of such provision or any other provision. 25.0 TERMINATION 25.1 CLIENT or ECS may terminate this Agreement for breach, non-payment, or a failure to cooperate. In the event of termination, the effecting party shall so notify the other party in writing and termination shall become effective fourteen (14) calendar days after receipt of the termination notice. 25.2 Irrespective of which party shall effect termination, or the cause therefore, ECS shall promptly render to CLIENT a final invoice and CLIENT shall immediately compensate ECS for Services rendered and costs incurred including those Services associated with termination itself, including without limitation, demobilizing, modifying schedules, and reassigning personnel. 26.0 TIME BAR TO LEGAL ACTION - Unless prohibited by law, and notwithstanding any Statute that may provide additional protection, CLIENT and ECS agree that a lawsuit by either party alleging a breach of this Agreement, violation of the Standard of Care, non- payment of invoices, or arising out of the Services provided hereunder, must be initiated in a court of competent jurisdiction no more than two (2) years from the time the party knew, or should have known, of the facts and conditions giving rise to its claim, and shall under no circumstances shall such lawsuit be initiated more than three (3) years from the date of substantial completion of ECS’ Services. 27.0 ASSIGNMENT - CLIENT and ECS respectively bind themselves, their successors, assigns, heirs, and legal representatives to the other party and the successors, assigns, heirs and legal representatives of such other party with respect to all covenants of these Terms. Neither CLIENT nor ECS shall assign these Terms, any rights thereunder, or any cause of action arising therefrom, in whole or in part, without the written consent of the other. Any purported assignment or transfer, except as permitted above, shall be deemed null, void and invalid, the purported assignee shall acquire no rights as a result of the purported assignment or transfer and the non-assigning party shall not recognize any such purported assignment or transfer. 28.0 SEVERABILITY - Any provision of these Terms later held to violate any law, statute, or regulation, shall be deemed void, and all remaining provisions shall continue in full force and effect. CLIENT and ECS shall endeavor to quickly replace a voided provision with a valid substitute that expresses the intent of the issues covered by the original provision. 29.0 SURVIVAL - All obligations arising prior to the termination of the agreement represented by these Terms and all provisions allocating responsibility or liability between the CLIENT and ECS shall survive the substantial completion of Services and the termination of the Agreement. 30.0 TITLES; ENTIRE AGREEMENT 30.1 The titles used herein are for general reference only and are not part of the Terms. 30.2 These Terms together with the Proposal, including all exhibits, appendixes, and other documents appended to it, constitute the entire agreement between CLIENT and ECS (“Agreement”). CLIENT acknowledges that all prior understandings and negotiations are superseded by this Agreement. 30.3 CLIENT and ECS agree that subsequent modifications to the Agreement shall not be binding unless made in writing and signed by authorized representatives of both parties. 30.4 All preprinted terms and conditions on CLIENT’S purchase order, Work Authorization, or other service acknowledgement forms, are inapplicable and superseded by these Terms and Conditions of Service. 30.5 CLIENT’s execution of a Work Authorization, the submission of a start work authorization (oral or written) or issuance of a purchase order constitutes CLIENT’s acceptance of this Proposal and these Terms and their agreement to be fully bound to them. If CLIENT fails to provide ECS with a signed copy of these Terms or the attached Work Authorization, CLIENT agrees that by authorizing and accepting the services of ECS, it will be fully bound by these Terms as if they had been signed by CLIENT.