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<br /> ota CGRS
<br /> ENHANCED LEAK DETECTIONCGRS, INC, Proposal Initial
<br /> STANDARD TERMS AND CONDITIONS Page 2 of
<br /> 1) CGRS, Inc., a Colorado corporation, ("CGRS'), hereby agrees to perform the services described In the Scapa of Work FWorkJ for the Customer Fouslomen according to the terms and conditions
<br /> stated herein. CGRS shall perform the Work as an Independent contractor, recognizing that at all times Customer shall have complete cannot of the fueling system which Is the subject of the Work (such
<br /> as tank, piping, dispensem, etc. , being referred to as the "FacIII CGRS will use its own methods and means of performance as it determines appropriate to provide the We* and will perform the
<br /> Work in accordance cath the terms and conditions of this Agreement.
<br /> 2) Customer has full knowledge of the conditions existing at the facility and represents that said conditions and all types of operations far which the Facility has been used, have been made known to
<br /> CGRS. Customer has knowledge superior to that of CORS of the hazards that may be encountered In connection with the performance of Work. Customer shall notify CGRS In advance of any
<br /> anticipated construction, removatfin or change In operations In the area where the Work are performed, so that any associated hazards can be minimized.
<br /> 3) Customer acknowledges that there ere hazards associated with the performance of the Work and with the specialized equipment, gases, and other materials to be utilized In connection with the
<br /> performance of the Work Customer agrees that its personnel concerned with the Work are aware of These hazards and assumes all responsibility Mr warning and protecting its employees, Independent
<br /> contractors and others exposed to such hazards, which Include bra are not limited to, compressed gas hazartls, open pit or trench hazards, traffic and moving equipment hazards. Customer also
<br /> assumes all responslbi(y for the results obtained by the performance of the Work and the combination of gases andlor other materials used In the performance of the Work with the other articles or
<br /> substances.
<br /> 4) A rim starting date shall be established by the parties and the Facility shall be made available to CGRS In a manner to permit continuous performance of the Work. Should delay occur In the
<br /> commencement of or during the worse of the Work, which is caused by or results from any condition not within the control of CGRS (including but not limited to the availability of the Facility or the
<br /> availability of equipment, unknown damage or defects In materials or workmanship provided by Customer), CGRS shall be entitled to additional charges as specified In CGRS' published price schedule
<br /> or quotation.
<br /> 5) Except as otherwise provided herein, CGRS will famish equipment, direct labor, materials, technology and supervision necessary to perform the Work.
<br /> S) Customer shall have at all times an authorized represenlalive (of his designee), capable of making necessary repairs, present at the jab site during the performance of the Work Sad authorized
<br /> representative shall be made known prior to commencement of the Work.
<br /> 7) Customer will provide all direction, materials, equipment and support services as sol forth In CGRS quotation, proposal, job specification or work description for the described Work to be performed by
<br /> CGRS. In addition, any supervisory, support or standby labor required on the lab (other than CGRS' normal work crews) will be fumished by Customer at no expense to CGRS. -
<br /> 8) CGRS shall at no lime lake or hold she to any wastes resulting from the Work (°Wastes'), and Customer assumes all responsibility as the primary generator of such Wastes. Customer shall be
<br /> responsible for the proper and lawful handling, storage, transportation and/or disposal of such Wastes In accordance with all applicable slate, federal and local slalules, regulations and ordinances.
<br /> Customer shall Indemnity and hold harmless CGRS from and against all lawsuits, actions, claims, fines, penalties, damages, costs (including reasonable attorneys fees) and expenses Incurred by CGRS
<br /> as a reand of personal Injury, property damage, environmental damage, or violation of any federal, slate or local statute, regulation of ordinance arising from or related to the generation, handling,
<br /> storage, transportation, treatment anchor disposal of such Wastes. With respect to such Wastes, Customer to the beat of its knowledge, shall provide CGRS with the origin (process), Identity, description,
<br /> chemical constituents, category (hazardous or non-hazardous), and disposal site of other ultimate disposition of such wastes.
<br /> g) CGRS warrants that the Work performed hereunder will be performed In a workmanlike fashion and that materials Niured will be of the quality necessary for performance of the Work The rights and
<br /> remedies expressly provided In Uis agreement shall be exclusive and sale rights and remedies of Customer. THERE ARE NO EXPRESS WARRANTIES BY CGRS OTHER THAN THOSE SPECIFIED
<br /> HEREIN. NO WARRANTIES BY CGRS (OTHER THAN WARRANTY OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED UNDER ANY
<br /> APPLICABLE IAW, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
<br /> CGRS responsibility to compensate Client or its successors and assigns, or persons Claiming through them, far any loss to which the indemml8caton set forth In this section notwithstanding the
<br /> foregoing provisions CGRS will not be responsible for any consequential, special or Indirect damages or loss of anticipated profils sustained by client, its successors, Client customers or assigns.
<br /> 10) Nether party hereto will be liable to the other for depart or delay in the performance of any of Its obligations hereunder (except any obligation to make payment when due) due to acts of God.
<br /> awidenl, tire, flood, storm, dol, war, sabotage, strike, labor disturbance, national defense requirements, governmental laws, ordinances, miss and regulations (whether valid or Invalid), extraordinary
<br /> equipment failure, exploslons, breakage, accidents to machinery or pipelines, freezing of pipelines. Inability to obtain electricity or other type of energy, raw materials, labor, equipment or transportation,
<br /> or any simtler or different contingency beyond Its reasonable control which would make performance commercially impractical whether or net contingency Is of the same class as those enumerated
<br /> above, It being expressly agreed that such enumeration shall be nen-exclusive.
<br /> 11) CORS shall Invoke Customer and Customer shall pay press and charges specified In CGRS' latest applicable published pace schedule of quotation for the Work performed hereunder. In Morgan,
<br /> Customer shall pay the amount of any sates, use, excise of any other lax or governmental charge (excluding taxes on or measured by net Income) now or hereafter Imposed by reason of any sale of
<br /> furnishing of the Work hereunder. CGRS shall Invoke Customer and Customer shall pay CGRS an a cost-plus basis, as set forth In CGRS' quotalion, for any special equipment or materials which CGRS
<br /> Is required to lease or purchase to perform the Work All charges are subject to review and correction by CGRS' accounting department. Terms of payment are to be paid In full within thirty (30) days
<br /> from the data of the invoice. Payments shall be made to the palming address: CGRS, Inc., 1301 Academy Ct., Fort Collins, CO 80524. in 1 e_ Customer falls to timely make pay payment for
<br /> Workprovldetl by CGR rS Customer agrees to pay forc_A collection, Including Sandra Mes merest and court cats regardless of whether or_ a court action or other proceedino is
<br /> Initiated bythe aaornev.
<br /> 12) CGRS will communicate any adjustments in the cast of Work byglving Cuslomerpdof notice of such adjustment.
<br /> 13) Assignment of this Agreement by either padywhhout the prior written consent of the other party will be void Notices under this Agreement shall be given In writing and sent by registered mail to the
<br /> address on rile for the Customer. Any notice so given will be deemed given on the data it Is received This Agreement shall he governed by and constmed In accordance with the laws aline Stele of
<br /> California.
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