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r � CG 5444 Dry Creek Road iota Sacramento,CA 95838 800-288-2657 ENHANCED LEAK DETECTION CGRS,INC. Proposal Initial STANDARD TERMS AND CONDITIONS Page 2of3 1)CGRS,Inc.,a Colorado corporation,("CGRS"),hereby agrees to perform the services described in the Scope of Work("Work")for the Customer("Customer') according to the terms and conditions stated herein.CGRS shall perform the Work as an independent contractor,recognizing that at all times Customer shall have complete control of the fueling system which is the subject of the Work(such as tank,piping,dispensers, etc.,being referred to as the"Facility"). CGRS will use its own methods and means of performance as it determines appropriate to provide the Work and will perform the Work in accordance with the terms and conditions of this Agreement. 2)Customer has full knowledge of the conditions existing at the facility and represents that said conditions and all types of operations for which the Facility has been used,have been made known to CGRS.Customer has knowledge superior to that of CGRS of the hazards that may be encountered in connection with the performance of Work. Customer shall notify CGRS in advance of any anticipated construction,renovation or change in operations in the area where the Work are performed,so that any associated hazards can be minimized. 3)Customer acknowledges that there are hazards associated with the performance of the Work and with the specialized equipment,gases,and other materials to be utilized in connection with the performance of the Work.Customer agrees that its personnel concerned with the Work are aware of these hazards and assumes all responsibility for warning and protecting its employees,independent contractors and others exposed to such hazards,which include but are not limited to,compressed gas hazards,open pit or trench hazards,traffic and moving equipment hazards.Customer also assumes all responsibility for the results obtained by the performance of the Work and the combination of gases and/or other materials used in the performance of the Work with the other articles or substances. 4)A firm 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 commencement of or during the course 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 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 or quotation. 5)Except as otherwise provided herein,CGRS will fumish equipment,direct labor,materials,technology and supervision necessary to perform the Work. 6)Customer shall have at all times an authorized representative(or his designee),capable of making necessary repairs,present at the job site during the performance of the Work.Said authorized representative shall be made known prior to commencement of the Work. 7)Customer will provide all direction,materials,equipment and support services as set forth in CGRS quotation,proposal,job specification or work description for the described Work to be performed by CGRS.In addition,any supervisory,support or standby labor required on the job(other than CGRS'normal work crews)will be fumished by Customer at no expense to CGRS. 8)CGRS shall at no time take or hold title to any wastes resulting from the Work("Wastes"),and Customer assumes all responsibility as the primary generator of such Wastes.Customer shall be responsible for the proper and lawful handling,storage,transportation and/or disposal of such Wastes in accordance with all applicable state, federal and local statutes,regulations and ordinances.Customer shall indemnify and hold harmless CGRS from and against all lawsuits,actions,claims,fines,penalties, damages,costs(including reasonable attorney's fees)and expenses incurred by CGRS as a result of personal injury,property damage,environmental damage,or violation of any federal,state or local statute,regulation or ordinance arising from or related to the generation,handling,storage,transportation,treatment and/or disposal of such Wastes.With respect to such Wastes, Customer to the best of its knowledge,shall provide CGRS with the origin(process),identity,description,chemical constituents,category(hazardous or non-hazardous),and disposal site or other ultimate disposition of such wastes. 9)CGRS warrants that the Work performed hereunder will be performed in a workmanlike fashion and that materials utilized will be of the quality necessary for performance of the Work. The rights and remedies expressly provided in this agreement shall be exclusive and sole rights and remedies of Customer.THERE ARE NO EXPRESS WARRANTIES BY CGRS OTHER THAN THOSE SPECIFIED 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 APPLICABLE LAW,INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CGRS'responsibility to compensate Client or its successors and assigns,or persons claiming through them,for any loss to which the indemnification set forth in this section notwithstanding the foregoing provisions CGRS will not be responsible for any consequential,special or indirect damages or loss of anticipated profits sustained by Client,its successors,Client customers or assigns. 10)Neither party hereto will be liable to the other for default or delay in the performance of any of its obligations hereunder(except any obligation to make payment when due)due to acts of God,accident,fire,flood,storm,riot,war,sabotage,strike,labor disturbance,national defense requirements,governmental laws,ordinances,rules and regulations(whether valid or invalid),extraordinary equipment failure,explosions,breakage,accidents to machinery or pipelines,freezing of pipelines,inability to obtain electricity or other type of energy,raw materials,labor,equipment or transportation,or any similar or different contingency beyond its reasonable control which would make performance commercially impractical whether or not contingency is of the same class as those enumerated above,it being expressly agreed that such enumeration shall be non-exclusive. 11)CGRS shall invoice Customer and Customer shall pay prices and charges specified in CGRS'latest applicable published price schedule or quotation for the Work performed hereunder.In addition,Customer shall pay the amount of any sales,use,excise or any other tax or governmental charge(excluding taxes on or measured by net income)now or hereafter imposed by reason of any sale or furnishing of the Work hereunder.CGRS shall invoice Customer and Customer shall pay CGRS on a cost- plus basis,as set forth in CGRS'quotation,for any special equipment or materials which CGRS 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 from the date of the invoice.Payments shall be made to the following address:CGRS,Inc-,PO Box 1489,Fort Collins,CO 80522. In the event Customer fails to timely make any Payment for Work Provided by CGRS,Customer agrees to pay for costs of collectionincluding attorney terest,and court costs reoardless of whether or not a court action or other Proceeding is initiated by the attorney. 12)CGRS will communicate any adjustments in the cost of Work by giving Customer prior notice of such adjustment. 13)Assignment of this Agreement by either party without the pdor 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 address on file for the Customer.Any notice so given will be deemed given on the date it is received.This Agreement shall be governed by and construed in accordance with the laws of the State of California.