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1 rerracon
<br /> Reference Number: PNB197048
<br /> general liability Insurance ($ 1 ,000 ,000 occ / $2 , 000 ,000 agg); (iii) automobile liability insurance ($1 , 000 ,000 B . I . and P . D . combined single limit) ; and (iv)
<br /> professional liability Insurance ($ 1 , 000 ,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive
<br /> subrogatlon against the other party on all general liability and property coverage.
<br /> 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE
<br /> OR OPPORTUNITY; LOSS OF GOOD WILL ; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY
<br /> 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 until
<br /> Client has obtained the written opinion from a registered , independent, and reputable engineer, architect, or geologist that Consultant has violated the
<br /> standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to
<br /> resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to
<br /> Kansas law.
<br /> 12. Subsurface Exploratlons . 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 the
<br /> 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 reduce
<br /> - not eliminate - project risk. Client shall cause all tests and Inspections of the site, materials, and Services performed by Consultant to be timely and
<br /> 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 parry unless all tests and inspections
<br /> have been so performed and Consultant's recommendations have been followed . Unless otherwise stated In the Proposal, Client assumes sole
<br /> responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and sufficient for Client's intended purpose.
<br /> Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these
<br /> Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant's Services.
<br /> Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and
<br /> Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered
<br /> in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and
<br /> is not responsible for their means and methods. The extension of unit prices with quantities to establish a total estimated cost does not guarantee a
<br /> maximum cost to complete the Services . The quantities, when given , are estimates based on contract documents and schedules made available at the
<br /> time of the Proposal . Since schedule, performance, production , and charges are directed and/or controlled by others, any quantity extensions must be
<br /> 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 or
<br /> 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 responsible
<br /> for directing such disposition . In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials . Client
<br /> shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created
<br /> nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses , or
<br /> damages allegedly arising out of Consultant's performance of Services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of
<br /> 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 shall
<br /> be maintained in general accordance with Consultant's document retention policies and practices.
<br /> 16. Utilities. Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable
<br /> precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures
<br /> or utilities that are not called to Consultant's attention , are not correctly marked , including by a utility locate service, or are incorrectly shown on the plans
<br /> 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 other parties, including Client, Client's
<br /> contractors, subcontractors, or othqr parties pr ent at the site.
<br /> Consultant: Te aeon' d; lt ' fit l Inc. Client: Lustre-Cal
<br /> By: „ " . Date: 2/21 /2019 By: Date:
<br /> Name(Title: S9ii0(.EGabl1&1Department Manager 1 Namefritle: Chris Colbert /
<br /> Address: 0 Golden Land Ct, Ste 100 Address: PO Box 439
<br /> Sacramento, CA 95834-2425 Lodi, CA 95240
<br /> Phone: (916) 9284690 Fax: (916) 9284697 Phone: Fax:
<br /> Email: Scott.GableCterracon.com Email : ecolbert@lustrcal .com
<br /> Page 2 of 2 Rev. 4-18
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