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Q1/01/1994 22 27 2095522812 APACHE PLASTICS 03 PAGE 08 9DEMCO(I GENERAL TERMS AND CONDITIONS PROFESSIONAL RESPONSL$ILTTY. EMCON shall perform services consistent with skill and care ordmanly exercised by other professional consultants under similar circurhStances at the time services are performcd,subject to any limitations established by CLIENT ars to degree of care time,or expense to be incurred or other lurutauons of this Agreement No other representanon.warranty.or guaranty,express or implied,is included in or intended by EMCON's strvices.proposals agreements or reports RELATIONSHIP OF PARTIES. Nothing shall be construed or interpreted as ret)uirtrig EMCON to assume the status of owner,operator generator person who arranges for disposal,transporter.or Storer as those terms or any Wier similar terms am used to any federal, state or local statute, regulation ordusance, or order govern mg the treatment.handling storage or disposal of any toxic or hazardous substance or waste BMLING AND PAYMENT. Invoices will be submitted monthly and shall be due and payable on receipt Interest at the rate of one and one-half percent(15%),but not exceeding the maximum rate allowable by law,shall be payable on any amounts that are due but unpaid within thirty (30) days from receipt of invoice payment to br applied first to accrued late payment charges and theft to the principal unpaid amount EMCON may.at its option. withhold delivery of reports or any other data pending receipt of payment for services rendered LIMFFATI6N OF LIABILITY. In oonsideraMm of potential habiliues which may be disproportionate to the fees to be earned by EMCON,CLIENT agrees to limit the liability of EMCON.its officers directors shareholders employees agents,and repremmuves to CLIENT for all claims or legal proceedings of arty type ansung out of or Mating to the perforittance of services under flus Agreement(including but not!united to EMCON s breach of the Agreement, its professional negligence.errors and onussions. and other acts) to the greater of 5100.000 or the amount of EMCON's fee. Failure of CLIENT to give written notice to EMCON of any claim of negligent act, error.or onMsston within one(1) year of performance shall constitute a waiver of such ciairn by CLIENT Neither parry Shall be liable for any indirect special,or consequential loss or damages arising from this Agreement INDEMNIFICATION Subject to the ltmstttwn of liability abort:.each party agrees to indemnify defend, and hold harm1m the other frown any claun,suit,liability,damage.injury,cost or expanse, tmcluding attorneys' fees (hereafter collectively called "Loss") arisuig out of (a) breach of this Agreement or (b) willful misconduct or nt;9119cuce in oonrtectton with the performance of this Agmement In addition to and without luruurig the geratralrty of the foregoing,CLIENT agrees to irndemnify EMCON to Use fullest extent permitted by law against any Loss (whether or not under CERCLA. RCRA, or any other similar federal. state, or local environmental regulauon. order. or ordinance) (a) arse ng out of any actual or Potential envuorimental eonmmunauon or pollution,including without knum ion.any actual or threatened release of toxic or hazardous materials unless the result of EMCON's willful nusconduct or professional negligence (b) ansang out of any acts t kca or arlkged failure:to act with respect to rmauers covered in the section titled REPORTING AND DISPOSAL. or (c) in excess of the liabiltty tumt set forth in the section. titled LIMITATION OF LIABULITY above TIME OF PtRFORMANCE. 1~MCON makes no warramtues regarding the tune of completion of services and shall not be in default of performance under this Agreement where such performance is prevented suspended or delayed by arty cause beyond EMCON's control. Neither patty will hold the other responsible for damages for delays in performance caused by acts of God or other events beyond aha conavt of the other party and which could not have been reasonably foreseen or prevented.Such delays well extend completion dates commensurately CHANGED tONDMoNS. If, during the course of the performance of Services, conditions or cucumsmnccs develop or are discovered which were not contemplated by EMCON and which materially affect EMCON's ability to perform or which would materially increase the costs to EMCON of performing then EMCON will nouiy CLIENT in writing,and EMCON and CLIENT shall renegotiate us good faith the terms of this Agreement within duty(30) days Alt=wtvely,either party shall tim upon have the right to teimrnate the Agreement. provided however that upon any such termination. EMCON shall be compensated for services rendered to the date of termination SALWMDMti801t.ER�GrhGbOC-4Tp�i Page I of 2 Fong D t