CTL ENVIRONMENTAL SERVICES, INC. 2-2007

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,08/28/2007 15: 57 3105300792 CTL ENVIRONMENTAL PAGE 02 GE,NERAL CONDITIONS FOR CONSULTING SERVICES AGREEMENT THESE GENERAL CONDITIONS FOR CONSULTING SERVICES, together with thf;J attached Contract Short Form/Letter of AgreemenLlPropC)~aL constitute the Consulting Services Agreement (the "Agreement") between eTL Envil'l)~mcnraf Services, a Californiu Corporation with its principal place of business located at 24404 South Vl~rmont Avenue, SUIte :107. H.arbllr City, CA 907/() ("eTL") and the party identified as the Clicnl in the aunched Contract Short Form/Lctler of Agreement/Proposal (the "Client''). 1. SERVICES. CTL shall provide the services called for in the Contract Short Form/Letter of Agreement! Proposal at the lucation ~el forth therein (the "Services"), 2. FEE ANI) TERMS OF PAYMENT. Client shall pay en. the fees as set forth in the Contract Short Form/Leltcr of Agreement/Proposal. Fees and :ill other charges will be hilled as the work progre!>ses. or as in aCl.:ordancc with the Contract Short FormlLetter of AgreemcnllPrnposal. A late charge of 1-1/2 percent pl:r month will be added to halancc~ not paid within 30 days oCthe invoice date. Tn addition. any progress payment not made within 30 days ur the invoice date shall bt; grounds for CTL's suspensioll of Servil:e:; until payment is made and for giving notice of default as provided below. Client agre~s to pay CTL's rcasonahle attorneys' fees and other collection cOsts incurred in cnforcing eithl;lr the Contract ShOT' Form/LeLlcr of AgreemenUProposal ur the~e General Conditions for Con:,;ulting Services Agreement CTL shall have the right to impose fees, per CTL's current fCI;l schedule, for providing backup documentation for inl/oices previously suhmitted to Client. If a change order for additional work increases or decreases Cft's cost for providing the Services, the fees shall b~ adjusted hy mutual agreement of the parties. Failing mutUHI agreement. Client shall pay to CTL the undisputed amounI. Client shall immediately inform CrL of the disputed amount. .3. CLIENT REPRESRNTATIVE. Client shall designate It representative authnr17.cd to act on Client's behalf with respect to the Services. The representative shalJ render decisions pertaining to the Services promptly in order to minimi7.e any unnece~sal'Y delay in CTL's rendering of the Service~. 4. CLIENT REPRESENTATIONS. Client represents <Ind warrants that it is the legal owner of the premises whem the Service" are 10 be performed (the "Project Site"). Client hereby authorizes CTL to enter upon the ProjcCI site to undel'\l\kc the Services. In addilion. Client represents and warrants that it has obtained t.he permissioll, whenever and wherever necessary, from the appropriate parties or authorities with respect 10 CTT... 's ingress and cgres~ 10 the Project Site. 5. WARRANTY. CTL shall perform all Serviccs called for in the Contract Short Form!Letter uf AgreemenU PmposaJ in accordance with applicah/e generally accepted professional standards. CTL makes no other warranty. either expressed or implied, \IS to its findings. design~, or specifications pel1aining to the Scrvices. Revised 10131102 6. COST ESTIMATES AND SCHEDULES. Duc 10 th~ variables involved and unless the Contract. Shot'l Form/Lcller of Agreement/Proposal sper.:ifically proyide~ otherwise. CTL's cost estimate and tin1t' sr.;heduk~ for ctltnpletion of thr.: Service~ arc provided only fot. plunning purposes hased upon available information and art: not guaranteed. 7. LIMITATION OF LIABILITY. In no event shall C'TL be liable for any claim caused in whole or in part hy ads or omj:;~ion:,; of Clit:nl or third parties or their respective employees or agents. or ror consequential or incidental damages or loss of profits to Client. CTL and Clienl <lgrec and acknowledge that cn:~ liahililY fOI' any daim arising out or CTL's performance of its' work pursutlnt to this agreement sh,,1J he limited to a ml\ximum amount not It> exceed the lesser l)f; (a) CTL's fce~ under this Agreement: Or (h) the amount. if any. cO-\!\;A.>d--by' CTL's Iiahility insurance then in effect. unlesslbicnt paY:$ ror lhe assumption of auditional liahiliry by CTL .as may be otherwise ~eparately negotiated and specified in lhe Contract Short FOl'm/ Letter of Agrcemellt!ProposlIl. 8. NORMAL DAMAGE. CTI. agree~ t~l make reasonahle precautions II) rninimi7.:e any d~mngc to th~ Pn:~;ect Site. Client acknowledges, however, lh~t during the norm31 Ct)urse of the performanec of the ServictlS or the type required by this Agreement sume damage to the Project Site may occur. Client agrees that CTL is not liable for such damage and agrees to indemnify. defend and hold hnrmlc:!s CTL fur such damage. 9. WORK BY THIRD PARTIES AND HAZAlWOUS MATERIALS. If work on the PrqiecI Site is performed by entities designated by Client and nol by CTL or crt's :,;ubcontraclors. Client a.grees lhal Cl'L will not he responsihle for nr have control ov~r the specific mcthods of work employed by such third l'lIrtic,':t. Client further agrees that en shall not be rcsponsihle for any liability caused hy the presence or release of hazardous $ubstances at the PI'Qjcct Site, unles.~ the relcase results from the sole negligence of crt nr its subcontractors. Client shall indemnify, defend and hold harmless eTL from any such liability. 1 O. IND~MNIFICA TION. CHSRt 6"<111 il'.diJ"lf]i f>. 'jirgl9lJf. ~t..r~lJa g,..d livId l'J:lnlllt,;~:'j (;'ft...,... :lr IB-~f~ nFld 1~"""'r1~rL"'o.. frnlft BRei agaiR-. fAr ~"'d AU [~l:4iPl'l~ riAL ...~.t:~ I' J . I .... . 1. I'" C~)fJ@1e..'\ tift",. ~npe"ABS~ l~u wwlAg, 'I}.'lt..taYt l"'Jtt\th~/h, tin -1:... _" fj~L\ ..a.v1i'''"~'CIi,' olv4 ,....ulrt I~"'it'. ~~I~jCA HPi,le I.'Jt.1t Df 1lf ~!tdt f1*{,lJtl .hi 'i'~r\li~'\n reJ1lk"lJlf t1nel<:, mi~ I M ~ x -- ._- Client Inilial~