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<br /> C "neral Conditions
<br /> EMM
<br /> ENSR Corporation
<br /> 1.ACCESS. Client grants or shall obtain for ENSR Corporation ("ENSR") and its subcontractors authority to enter the
<br /> property upon which ENSR's Services are to be performed ("Site"), at Client's expense.
<br /> 2.CLIENT INFORMATION. Client understands that ENSR is relying upon the completeness and accuracy of information
<br /> supplied to it by Client and others in connection with the Services without independent verification. Client agrees to advise
<br /> ENSR of the existence of any hazardous substances, wastes or conditions affecting the Site or the Services to be
<br /> performed hereunder.
<br /> 3.STANDARD OF SERVICES AND WARRANTY. ENSR agrees to perform its Services in accordance with generally
<br /> accepted engineering and construction standards, and scientific practices in effect and utilized by environmental firms in
<br /> the United States at the time the Services are rendered. The Services may involve the use of tests, calculations, analysis
<br /> and procedures which are in a state of change and refinement. Client recognizes that projects involving hazardous waste
<br /> sites may not perform as anticipated even though the Services are performed in accordance with the required level of care.
<br /> Given the difficulty in predicting the environmental condition of a site based upon limited sampling and investigative activity,
<br /> Client recognizes that any statements, opinions and conclusions contained in reports and other documents prepared andlor
<br /> issued by ENSR are only meant to give approximations of the environmental condition of the Site limited to the particular
<br /> contaminant(s) and/or environmental issues actually targeted by ENSR's investigation and the portions of the Site actually
<br /> investigated, sampled or tested by ENSR. ENSR shall, for the protection of Client, request from all vendors and
<br /> subcontractors from which ENSR procures equipment, materials or services, guarantees which will be made available to
<br /> Client to the full extent of the terms thereof. ENSR's responsibility with respect to such equipment, services and materials
<br /> shall be limited to the assignment of such guarantees and rendering assistance to Client in enforcing the same. Subject to
<br /> Section 13, ENSR warrants that, if any of its completed Services fail to conform to the above standard, ENSR will, at its
<br /> expense and provided ENSR is notified of such defective Services within one year of the completion of the Services, either
<br /> perform corrective Services of the type originally performed as may be required to correct such defective Services or
<br /> refund to Client the amount paid to ENSR for the defective Services. Except as provided in this Section, ENSR makes no
<br /> other warranty, express or implied, and shall have no other liability to Client for defective Services,whether caused by
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<br /> error, omission, negligence or otherwise.
<br /> 4.CONFIDENTIALITY. "Confidential Information" means all technical, economic,financial, pricing, marketing or other
<br /> information that has not been published and/or is not otherwise available to members of the public and includes,without
<br /> limitation,trade secrets, proprietary information, customer lists, scientific, technical and business studies, analyses,
<br /> processes, methods, procedures, policies and information. In the event that either party discloses Confidential Information
<br /> to the other party in connection with this contract (excluding ENSR's Work Product that is delivered to Client or others
<br /> hereunder), the party receiving such Confidential Information agrees to hold as confidential and to not disclose to others
<br /> the Confidential Information for a period of ten (10)years from the date of disclosure. These restrictions shall not apply to
<br /> information that (!)the parties had in their possession prior to disclosure; (Ii)becomes public knowledge through no fault of
<br /> the receiving party; (iii)the receiving party lawfully acquires from a third party not under an obligation of confidentiality to
<br /> the disclosing party; (iv) is independently developed by the receiving party; or(v) is required to be disclosed by law or court
<br /> order. Client agrees that ENSR may use and publish Client's name and a general description of the Services provided to
<br /> Client in describing ENSR's experience and qualifications to other clients and potential clients.
<br /> 5. WORK PRODUCT. "Work Product" consists of all reports, notes, laboratory test data and other information prepared by
<br /> ENSR for delivery to Client. Client shall have the right to make and retain copies and use all Work Product; provided,
<br /> however,such use shall be limited to the particular Site and project for which the Work Product is provided. Client may
<br /> release the Work Product to third parties at its sole risk and discretion; provided, however, ENSR shall not be liable for any
<br /> claims or damages resulting from or connected with such release or any third party's use of the Work Product, and Client
<br /> shall indemnity, defend and hold ENSR harmless from any and all such claims or damages.
<br /> 6. INSURANCE. ENSR shall maintain Workers'Compensation and Employer's Liability insurance in accordance with the
<br /> requirements of the state in which the Services are being performed, Commercial General Liability insurance with a limit of
<br /> $1,000,000 per occurrence and in the aggregate for bodily injury and property damage, Automobile Liability insurance
<br /> including owned and hired vehicles with a limit of$1,000,000 per occurrence and in the aggregate for bodily injury and
<br /> property damage, and Professional Liability(errors and omissions) insurance with a limit of$1,000,000 per occurrence and
<br /> in the aggregate.
<br /> 7.INDEMNITY BY ENSR. ENSR shall indemnify, defend and hold harmless Client, its officers, directors, agents
<br /> employees and affiliated and parent companies against claims, demands and causes of action of third parties (including
<br /> attorneys fees and costs of defense)for personal injury, disease or death, and damage of property arising during the
<br /> performance of Services to the extent caused by the negligence or willful misconduct of ENSR. ENSR's aggregate liability
<br /> under the above indemnity shall not exceed the recoveries under the types and limits of insurance set forth in Section 6 of
<br /> this contract and Client agrees to release,defend and indemnity ENSR from and against all further liability under the above
<br /> indemnity arising from such Services.
<br /> ENSR Form 102(7197) Continued on Back
<br /> Vonnsl9encond.102
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