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TERMS ANDQNDITIONS OF STANDARD CONSULTING A&MENT
<br /> 1 AGREE—AaUT This ag wrrtent made between Advanced GmEnvironmental(AGE)and Client specified on the reverse of this form shall be construed in
<br /> and ed by the laws of the state of Califomia.The agreement consists of AGE's offer to provide consulting services described in the
<br /> accordance with end govern
<br /> attached proposal sov rtl on the reverse of this form),subsequent change orders,and the following terms and conditions.Client accepts this agreement
<br /> by signing and authorizes AGE to proceed with the offered services.This agreement supersedes all prior proposals or offerings.The terms and conditions of
<br /> this agreement are severable and remaining terms shall be unalTmted by the invalidity of other terms.
<br /> 2 STANDARD OF CARE Client acknowledges that AGES services will be based on judgement and experience and there are inherent risks associated with
<br /> environmental projects.AGE will provide these services in accordance with generally accepted practices performed by environmental consultants in the same
<br /> locale and under similar circumstances.No other warranty,expressed or implied is made.
<br /> 3.0 IALrN.AGES services will be provided on behalf of and for the exclusive use of the Client for the project only.AGE will not make known
<br /> to others results obtained from these services without approval in writing from the Client,except as required by federal,state or local laws.AGE shall have no
<br /> liability to Client or any third party for notifications made in accordance with such laws.
<br /> 4.COMPENSATION.Charges for services shall be invoiced and paid in accordance with the lump sum price or fee schedule attached to this agreement or
<br /> subsequently authorized change orders.Invoices will be submitted at least monthly and shall be paid within ten(10)days of presentation.A one and one-half
<br /> percent(1 12%)surcharge per month shall be added to invoices paid thirty(30)days or more after the invoice date.Should any invoice be in dispute,only
<br /> that portion of dispute may be held in abeyance until resolved.AGE rcwrvm the right to suspend or terminate service upon reasonable notice(and consider
<br /> a material breach of this agreement)for the non-payment of invoices.The Client shall be responsible for and pay any taxes,license or permit fees,or levies due
<br /> to any governmental agency in connection with services performed under this agreement.
<br /> 5. ATION Client shall at all times indemnify and hold AGE and its officers,directors,employees,agents and subcontractors from any claims,
<br /> damages,personal injuries,property losses and/or damages(including direct,indirect,economic or consequential damages)sustained by or alleged by any person
<br /> or entity and caused by the acts,errors,omissions or neglect of anyone,except the abovementioned AGE personnel,in connection with the services provided.
<br /> Client also hereby agrees that AGE's liability to Client is limited in amount to the aggregate sum of 550,000 or AGE's fee for services rendered on the project,
<br /> whichever amount is greater.
<br /> 6 RIGHT OF ENTRY Client shall be responsible for and secure right of entry so that AGE may perform all services of this agreement.AGE shall be
<br /> compensated as an extra to this agreement on a time and materials basis for all charges caused by denied entry after a mutually agreeable time and date have
<br /> been set.Client acknowledges that Client,or the owner of the site if not Client,is now and shall remain in control of the site during AGE's services at the site.
<br /> AGE shall not assume-any responsibility or liability with respect to conditions now existing or hereafter discovered on the site.
<br /> 7.SUBSURFACE EXPLORATION.Client acknowledges and accepts the risks that the use of exploration equipment may damage the Site. AGE shall not
<br /> be liable for any effect,alteration or damage arising out of such explorations.AGE will exercise reasonable efforts to limit damage to the Site.The cost of
<br /> restoration of the Site because of any such damage has not been calculated or included in AGE's fees.AGE will exercise reasonable care in seeking to locate
<br /> subterranean structures in the vicinity of proposed subsurface explorations at the Site.AGE will contact Underground Alert and review plans or information
<br /> about the Site provided by Client.AGE will not be responsible for any damage,injury or interference with any subterranean structure,pipe,tank,cable or any
<br /> other element or condition if it is not called to AGES attention prior to commencement of work or if it is not shown,or accurately located,on any plans furnished
<br /> to AGE by Client or by any others.
<br /> g UNFORESEEN CIRCUMSTANCES. Client represents and warrants that it will provide AGE with any and all information known to Client conceming
<br /> AGES work at the Site including but not limited to:(1)the existence or possible existence at,on or under the Site,of any hazardous materials,pollutants or
<br /> asbestos as those terms are defined by federal,state and local laws;(2)any condition known to the Client to exist in,on,under,or in the vicinity of the Site
<br /> which might present a potential safety hazard or danger to human health or the environment;and(3)any record of noncompliance with any federal,state or
<br /> local laws wriccming past or present environmental conditions at the Site.AGE shall have the right to suspend its work immediately if unanticipated potentially
<br /> hazardous materials,pollutants or asbestos are encountered during performance of services.AGE shall have the right to terminate this agreement upon written
<br /> notice to the Client within ten days thereafter unless AGE and the Client agree upon a mutually satisfactory change order to this agreement that includes a
<br /> revision of the scope and estimated charges of services.
<br /> 9.TERMINATION. This Agreement may be terminated at any time by mutual consent or by notice by either party in writing. In the event of termination for
<br /> any reason prior to completion of the assignment,Client shall compensate AGE for all work performed prior to such termination in accordance with the Fee
<br /> Schedule in the Proposal.AGE shall have no liability for work completed or misuse of information by others after termination of this agreement.
<br /> 10 ATTORNEY'S FEES.In the event the parties become involved in litigation or arbitration with each other arising out of this Agreement or other performance
<br /> thereof in which the services ofan attorney or other expert are reasonably required,the prevailing party shall be fully compensated for the cost of its participation
<br /> in such proceedings including the cost incurred for attomeys'fees and experts fees. Unless judgment goes by default,the attorneysfee award shall not be
<br /> computed in accordancewith any court schedule,but shall be such as to fully reimburse all anomeys'fees actually incurred in good faith,regardless of the size
<br /> of the judgment,it being the intention of the parties to fully compensate for all attomeys'fees and experts'fees paid or incurred in good faith.
<br /> 11 NOTICE TO OWNER. Under the Mechanics Lien Law(California Code of Civil Procedure,Sec. 1181 et seq.),any contractor,subcontractor,laborer,
<br /> supplier,or other person who helps to improve your property,but is not paid for their work/supplies,has a right to enforce a claim against your property. After
<br /> a court haring,your proper, could be sold by a court officer and the proceeds of the sale used to satisfy the indebtedness. This can happen even if you have
<br /> paid your contractor in full if the subcontractors,laborers or suppliers remain unpaid.
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