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AAS Environmental, Inc. Cedar M`rnt Corp Page 3 of3 Proposal No: 52001152

TERMS AND CONDITIONS 1. ACCESS The Clien: shall permit AAS Environmental, Inc (AASE) free and timely B. If the Project involves on site remedia tion•phesc project managetrtettvair monitoring services by AASE. contractors shall be required to provide (or access tobuilding/fawility areas as necessity to perform the required services. Alt work under this afrcement Chantmayproviec) Owner's Protective Liability Insurancenaming the Client be perfornxd during AASE's normal will

as a Named Insured and AASE and AASE's subcontractors as working ho m (Race to spin, Monday through Friday). unless otherwise stated insureds or to endorse Client, RASE, and AASE's subcontractors as addition;

herein. additional insureds on contractor's liability insea scopolieies covering claims for personal injuries and property damage. Contractors stall be required to 2. A1.TERATTOXS AND DEVIATIONS Any alteration to, or deviation froth, this Agreement involving extra labor, provide certificates evidencing such insurance to the Client and AASE. materials, and/or simples will become the basis of an extra charge over the 7. INDFMNIFICAfON sum stated in this Agreement. AASE will notify the Client prior to A. The Clientagrces that it will require all contractors to inderrnify, defend, performing any work that would result in additional charges. Aft authorized and hold harmless Client and AASF, their affiliates and subsidiaries, their change order must be executed prior to AASE's perfbrsning any additional officers. directors, and employees and their successors, heirs and services. The contact name below is considered the authorized individual to approve changes to the services. representatives. from any and all loss where loss is caused or neared or alleged to be caused or incurred in whole or in part as a result of the 3. PRICE GVARANTEE negligence or other actionable fault of the contractors, its employees, agents, The price quoted in this proposal is valid for a period Oftwentyonc (21) subconbaetora and suppliers. days from the date of this proposal, at which time the price shall be subject to S. TERMINATION further

negotiations. Services may be terminated by the Client or ARSE by Wen(7) days' written 4. PAYMENTS TO ENGINEER notice in the event of aubstantial failure to perform accordance with the in

amts hereof by the other party through no fault of the terminating party if A AASE will invoice the Client on a monthly basis for work completed in so terminated, the Client shall pay AASE all amounts due AASE for all the previous billing period Payment of the invoice amount is due fifteen (I $) Services property rendered and expanses tnearrcd to the date of receipt of days upon receipt of the invoice. Ifthe Cliertshould fail to pay AASE within notice of termination, phis reasonable costs incurred by AASF in terminating fifteen, (1 5) duys after the time the payment of any amount becomes due, then AASF, may terminate the work without notice until payment of the amount the services. In addition, the Client may terminate the services for Client's owing has been received. AASE reserves the right to add a 15% per month convenience upon payment of twenty percent of the yet unearned and unpaid lump suns and/or not-to-exceed fee(s). service charge to any account outstanding over 30 days. 9. GOVER.f ING LAW B. The Client wi11 be responsible for any and all taxes applicable to the services and/or materials provided hereunder. lnteipretadon of this Agreement is to be governed by and cnnae'ucd in accordance with the laws of the state of operation of AASE's branch office perfonnlng the services herein. The application of the provisions of this S. COLLECTION'S In the evert that AASF must eerie a collection agency and/or Subcontract to services provided at local sites be governed by the law of will

attorney the local sites where arc provided. in order to recover an amount due under this Agreement, the Client shall pay an

services

AASlr's collection costs, court and reasonable attorney's fees. costs,

10. ENTI* AGREEMENT These TermsandCenditiQnsandtheaboveProposalandAttach ineniscontain 6. INSURANCE the conic Agreement between AAS1t and the Chem relative to AASL•'s A. for the duration of time AASE is required to maintain insurance by its Client, or for two (2) years following final payment under this Agreement, services for the project herein. This Agreement contains the entire understanding of the parties with respect to the subjea matter hereof and whichever period is longer, RASE will maintain Worker's Compensation there are no verbal understandings, statements, or stipulations bearing upon Insurance with limits as required by statute. Commercial General Liability, the meaning Or effect of this Agreement. This Aanoment may only be Contractor's Pollution Liability, and Professional Liability Insurance with modified or amended by a written ittstrumrt texecuted by both parties, except limits of S5,000,000 per occurrence and S5,000,00o aggregate, and as may be otherwise provided herein. Automobile Liability Insurance with a combined single limit of 51,000,000.

IN WITNESS WHEREOF, they have executed this Agreement on the date written below, AAS E INC.*

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