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<br />6.0 SCOPE AND EXECUTION OF SERVICES
<br />6.1 TRC Lowney will serve the Client by providing professional counsel and technical advice based on information furnished by the Client. The Client will make
<br />available to TRC Lowney all known information regarding existing and proposed conditions of the site, including the location of all underground utilities and
<br />installations, and will immediately transmit any new information that becomes available or any change in plans. When hazardous materials are known, assumed
<br />or suspected to exist at a site, TRC Lowney may be required by law to take appropriate precautions to protect the health and safety of its personnel. Client
<br />hereby warrants that if it knows or has any reason to assume or suspect that hazardous materials may exist at the project site, Client will immediately inform
<br />TRC Lowney and warrants that Client has done its best to inform TRC Lowney of the known or suspected hazardous materials' type, quantity, and location. Client
<br />and TRC Lowney agree that TRC Lowney shall not be responsible for any claims, damages, costs, or losses arising from or in any way related to conditions not
<br />actually encountered during the course of TRC Lowney's work and TRC Lowney shall not have any liability or responsibility for losses resulting from inaccurate or
<br />incomplete information supplied by Client, and Client agrees to defend and indemnify TRC Lowney against claims, damages, costs, or losses arising there from.
<br />TRC Lowney shall not be liable for failing to discover any condition the discovery of which would reasonably require the performance of services not authorized by
<br />Client.
<br />6.2 TRC Lowney will diligently proceed with its services and will submit its report in a timely manner, but it is expressly agreed and understood by Client that TRC
<br />Lowney shall not be held responsible for delays occasioned by factors beyond its control, nor by factors which could not reasonably have been foreseen at the
<br />time of the execution of the Agreement between the parties. TRC Lowney will not be responsible for any damages, consequential or otherwise, caused by delays
<br />in the completion of the Work. TRC Lowney makes no warranties regarding time of completion of the Work. In the event that the Work is interrupted or delayed
<br />due to causes beyond TRC Lowney's control (including, but not limited to, acts of God, war, riot, insurrection, inclement weather, fire acts of third parties or
<br />governmental bodies, or matters within the control of Client), TRC Lowney shall be paid compensation for labor, equipment, and other costs TRC Lowney incurs
<br />in order to perform the Work for the Client's benefit during the interruption or delay.
<br />6.3 The individual or individuals who contract with TRC Lowney on behalf of the Client warrant that they are duly authorized agents of the Client and are empowered
<br />to so contract.
<br />6.4 Unless otherwise agreed in writing, the Client shall be entitled to two copies of each report prepared by TRC Lowney.
<br />6.5 In the event that TRC Lowney submits a proposal including these Terms and Conditions of Agreement, to provide professional services and the Client authorizes
<br />the Work by means of a purchase order or other writing ("Confirmation"), it is expressly agreed that these Terms and Conditions shall apply, and any terms,
<br />condition, or provisions appearing in the Confirmation are void and inapplicable except to the extent the Confirmation authorizes the Work and binds Client to
<br />this Agreement.
<br />6.6 If TRC Lowney is authorized to commence and or continue providing its services on the Work either orally or in writing, prior to full execution of a written
<br />contract, such authorization shall be deemed an acceptance of this proposal, and all such services shall be provided and compensated for in accordance with the
<br />Terms and Conditions of Agreement contained herein as though this proposal were fully executed by Client.
<br />6.7 TRC Lowney will mutually coordinate its Work with the work to be undertaken by Client's Contractor and Consultants. TRC Lowney shall not be responsible for
<br />the technical adequacy or accuracy of the professional services rendered by Client's consultants or the services provided by Client's contractors.
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<br />7.0 SITE SAFETY
<br />7.1 TRC Lowney shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in
<br />connection with the job or the work of any contractor, subcontractor, or their agents or employees, or any other person performing work or services on the job or
<br />at the site.
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<br />8.0 TERMINATION
<br />8.1 Either party may terminate this Agreement by giving the other party seven (7) days' written notice. Notice shall be effective as of the date of deposit in the U.S.
<br />Mail of the written notice, properly addressed to the person to be notified. In the event that the Client requests termination of the services prior to completion of
<br />Work, TRC Lowney reserves the right to complete such analyses and records as may be necessary to place its files in order and, where considered necessary to
<br />protect its professional reputation, to complete a report on the services performed to date. A termination charge of 10 percent of the total contract amount in
<br />addition to all costs incurred to the date of Work stoppage may be made at the discretion of TRC Lowney.
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<br />9.0 OWNERSHIP OF DOCUMENTS
<br />9.1 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents including those in electronic form prepared by
<br />TRC Lowney, as instruments of Work, shall remain the property of TRC Lowney whether the work for which they are made is executed or not. Client agrees that
<br />all documents and other services furnished to the Client or its agents, which are not paid for, will be immediately returned upon demand and will not be used by
<br />the Client or any other person, legal entity or professional on other projects or extensions to this work except by agreement in writing and with appropriate
<br />compensation to TRC Lowney. Any unauthorized use of the documents shall be at the Client's own risk and without liability to TRC Lowney and its employees,
<br />consultants and subcontractors.
<br />9.2 Client warrants that TRC Lowney, in order to perform its Work under this Agreement, has the unrestricted license and right to use any information provided to
<br />TRC Lowney by the Client or others. TRC Lowney is not responsible for the accuracy of information or data presented by others.
<br />10.0 RIGHT OF ENTRY
<br />10.1 The Client will provide for right of entry of TRC Lowney personnel and all necessary equipment, in order to complete the Work. While TRC Lowney will take all
<br />reasonable precautions to minimize any damage to the property including underground utilities, it is acknowledged and agreed by Client that in the normai
<br />course of the Work some damage may occur, the correction of which is not part of this Agreement. Accordingly, Client shall waive any claim against TRC Lowney
<br />and its employees, consultants and subcontractors and agree to defend and indemnify TRC Lowney and its employees, consultants and subcontractors from any
<br />claims arising from entering or working on the site which is the subject of the Work except only losses caused by the sole negligence or willful misconduct of TRC
<br />Lowney and its employees, consultants and subcontractors.
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<br />11.0 MONITORING OF CONSTRUCTION
<br />11.1 The Client hereby acknowledges and understands that unanticipated or changed conditions may be encountered during construction. Further, there is a
<br />substantial risk to both the Client and to TRC Lowney if TRC Lowney is not engaged to provide complete services, including but not limited to, construction
<br />observation services. Such risks include the increased likelihood of misinterpretation of TRC Lowney's findings and conclusions, and error in implementing
<br />recommendations by TRC Lowney. Therefore, if the Client fails to retain TRC Lowney to provide complete services, the Client agrees to defend and indemnify
<br />TRC Lowney against any and all claims, damages, costs, and losses arising out of or in any way related to the Work or arising out of implementing or interpreting
<br />TRC Lowney's work product except when the Claim arises from the sole negligence of TRC Lowney or where the Claim arises from the willful, wanton, or reckless
<br />conduct of TRC Lowney.
<br />11.2 TRC Lowney shall not be required to make exhaustive or continuous on-site observations to check the quality or quantity of the Work and shall not be responsible
<br />for any contractor's failure to carry out the work in accordance with the contract documents.
<br />11.3 TRC Lowney shall not be responsible for the acts or omissions of any contractor or subcontractor or any of the contractors' or subcontractors' agents or
<br />employees or any other persons performing any work on the project.
<br />11.4 The Client shall provide prompt notice to TRC Lowney if the Client becomes aware of any fault or defect in the Project or Development, including any errors,
<br />omissions, or inconsistencies in TRC Lowney's Work or contract documents.
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<br />12.0 DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS
<br />12.1 Hazardous materials or other toxic substances may exist at a site where there is no reason known to Client to believe they could or should be present. TRC
<br />Lowney and Client agree that the discovery of unanticipated potentially hazardous materials constitutes a changed condition mandating a renegotiation of the
<br />scope of Work or termination of Work. TRC Lowney and Client also agree that the discovery of unanticipated potentially hazardous materials may make it
<br />necessary for TRC Lowney to take immediate measures to protect public health, safety, and the environment. TRC Lowney agrees to notify Client as soon as
<br />practically possible should unanticipated hazardous materials be encountered. Client encourages TRC Lowney to take any or all measures that in TRC Lowney's
<br />professional opinion are justified to preserve and protect the health and safety of TRC Lowney's personnel, the public, and the environment, and Client agrees to
<br />compensate TRC Lowney for the cost of such services. Further, the Client agrees to defend and indemnify TRC Lowney from any and all claims, damages, costs,
<br />and losses arising out of or in any way related to subsurface sampling, including, but not limited to, claims, damages, costs, and losses arising from cross-
<br />contamination except when the Claim arises from the sole negligence of TRC Lowney or where the Claim arises from the willful, wanton, or reckless conduct of
<br />TRC Lowney.
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<br />13.0 CONTAMINATION OF A WATER-BEARING ZONE
<br />13.1 Subsurface sampiing may result in unavoidable contamination of certain subsurface areas, as whena probe or boringis advanced or drilled through a
<br />contaminated area, into a clean soil or a water-bearing zone. Because of the risks posed by such Work, and because subsurface sampling is often a necessary
<br />part of TRC Lowney's Work, the Client hereby agrees to waive all claims against TRC Lowney that in any way arise out of subsurface sampling, including claims
<br />relating to cross-contamination.
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