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r Contract Terms and Conditions Client:City of Stockton wwn%naaglahatna Date: June 27, 2016 1. OFFER AND ACCEPTANCE. All Network Environmental Systems, Inc. ("NES"') proposals are submitted on the condition that the Contract Terms and Conditions of NES in effect at such time will establish the scope of liability and responsibility that governs service, and obligations resulting therefrom. These Contract Terms and Conditions, and the Letter of Agreement ("Letter of Agreement") to which they are attached (these Contract Terms and Conditions and the Letter of Agreement are sometimes hereinafter referred to collectively as the "Agreement"),become a binding contract upon the Client's written or verbal authorization to NES to proceed with the services described in the Letter of Agreement. In the event of any conflict between the terms and provisions of the Letter of Agreement and these Contract Terms and Conditions, the terms and provisions of the Letter of Agreement shall prevail. Upon Client's execution of the Letter of Agreement, the contract prices and terms are agreed upon and are not subject to renegotiation except with the mutual agreement of both parties. The services to be performed by NES shall be limited to those specified in the Letter of Agreement and under no circumstances shall NES be responsible for or liable in connection with the performance of any services beyond the scope of services specifically described in the Letter of Agreement. 2. PROPOSAL TERMS. The terms proposed in the Letter of Agreement, unless otherwise stated, shall remain valid for thirty (30) calendar days. Unless the Letter of Approval is executed by the Client and returned to NES within such period, the proposal will terminate unless otherwise accepted in writing by NES. Notwithstanding anything in this Agreement to the contrary, NES may immediately terminate this Agreement (and any other agreements between NES and the Client or any affiliate thereof) in the event that the Client fails to make any payment when due. 3. PAYMENT TERMS. Invoices, submitted in accordance with paragraph 4 herein, are due and payable to NES within 30 days of receipt. Client shall notify NES of any invoice discrepancies AND agrees to pay all amounts not in dispute within the terms specified herein. Non-payment within the terms and conditions herein will be considered a material breach of this contract. Client's payments hereunder shall not be delayed or extended due to Client's failure to secure reimbursement from any third party. Clients without established credit with NES (or Non-Commercial Accounts) will be required to submit advance payment. 4. INVOICING. Time and Materials Projects: Client recognizes that NES' proposal is an estimate of cost only. Actual costs may vary based on conditions or changes encountered during the course of the work and/or during review of relevant project data and historical records. Invoices will be issued monthly. All labor and expenses incurred shall be invoiced and reimbursed as set forth in the NES Rate Schedule unless otherwise stated in the Letter of Agreement. Leo Sum/Fixed-Price Projects: All lump sum/fixed-priced projects will be invoiced monthly based on estimated percentage of completion. No cost element detail is provided on fixed-price or lump sum projects. 5. CONFIDENTIALITY. The Client acknowledges and agrees that the business methods and information ("Confidential Information") of NES are proprietary in nature and a valuable asset of 3359002.233544.3 1