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GENERAL TERMS AND CONDITIONS ERM ENVIROCLEAN-ROCKY MOUNTAIN, INC. <br /> 1. References herein to "ERM EnviroClean" refer to'Environmental 5. Invoices will be submitted on a monthly basis payable upon <br /> Resources Management EnviroClean-Rocky Mountain, Inc. receipt. Unpaid balances shall be subject to interest at the rate of <br /> References herein to"Project"mean the project as defined in ERM 1.5 percent per month or the maximum permissible under state <br /> EnviroClean's written proposal to the client. ;Any proposal law, whichever is less, starting thirty (30) days from the <br /> submitted by ERM EnviroClean for the performance)of a proposed invoice date. Payments received will be applied first to any <br /> Project shall be firm for a period of s-.cty (60) days. Upon the accrued interest, with the balance of the payment then applied to <br /> expiration of such period, ERM EnviroClean reserves the right to any unpaid fees. In addition, ERM EnviroClean may, after giving <br /> modify the proposed basis of payment and fees to allow for seven (7) days written notice, suspend services under any <br /> changing costs and to adjust the time of performance to conform agreement without liability until all past due accounts (including <br /> to changing work loads. fees and accrued interest) have been paid. Timely payment is a <br /> substantial condition of client's performance of any agreement <br /> 2. Unless ERM EnviroClean's proposal provides otherwise, the between ERM EnviroClean and client. In the event ERM <br /> proposed fees constitute ERM EnviroClean's estimate of the .EnviroClean must take legal action to be paid for its services and <br /> probable cost required to complete the proposed Project The prevails, all collection and legal costs associated with such action <br /> estimated probable cost identified in ERM EnviroClean's proposal shall be reimbursed by the client. <br /> shall not be deemed to be either a guaranteed maximum or <br /> "guaranteed not-to-exceed" amount with respect to the cost of 6. Except as provided in paragraph 5, any agreement may be <br /> performing the Project identified in any such proposal. However, terminated in whole or in part in writing by either party in the event <br /> in performing any Project, ERM EnviroClean will not proceed to of substantial or material failure by the other party to fulfill its <br /> expend more than the amount identified as the estimated probable obligations under such agreement through no fault of the <br /> cost in ERM EnviroClean's proposal without they client's prior terminating party, provided that no such termination shall be <br /> approval. effective unless the other party is given (1)not less than ten (10) <br /> calendar days written notice of intent to terminate and, (2) an <br /> 3. Cost and schedule commitments contained in ERM EnviroClean's opportunity for consultation with the terminating party prior to the <br /> proposal shall be subject to renegotiation for unreasonable delays effective date of such termination. <br /> caused by the client's failure to provide specified facilities or <br /> information or for delays caused by unpredictable occurrences A final invoice will be calculated on the first or fifteenth of the <br /> such as fires, floods, strikes, riots, unavailability of labor or month (whichever comes first) following the effective date of <br /> materials or services, process shutdown, acts of God or of the termination. <br /> public enemy, or acts or regulations of any governmental agency. <br /> Work stoppage or interruption caused by any of the above may a. Where the method of payment is based on a"lump sum"the <br /> result in additional cost(requiring a change in scope)beyond that final invoice will be based on the percentage of the work <br /> identified in ERM EnviroClean's proposal for performance of the completed up to the effective date of termination. <br /> Project, entitling ERM EnviroClean to an adjustment to the cost <br /> and schedule. b. Where the method of payment is based on time and <br /> materials, the final invoice will be based on reimbursement <br /> 4. Where the method of payment for ERM EnviroClean's services is for all services and expenses associated with the Project up <br /> on a time-and-material or cost reimbursable basis, the following to the effective date of termination. <br /> commercial terms shall apply: <br /> c. Where the method of payment is based on cost plus a fixed <br /> a. The minimum time segment for charging of field work is four fee, the final invoice will be based on reimbursement for all <br /> (4) hours. For work done at any of ERM EnviroClean's costs up to the effective date of termination and a pro-rata <br /> offices, the minimum time segment for charging is one-half share of the fixed fee. <br /> hour. There is no premium charge for overtime. . <br /> For each of the above methods of preparing the final invoice, there <br /> b. Where any agreement is based on the salary cost of specinc shall be an additional charge for Project closeout equal to the <br /> individuals, normal and customary salary increases will three percent(3%)of all Project billings up to the effective date of <br /> become effective immediately upon ERM EnviroClean termination. This closeout charge shall not be considered a <br /> authorization and will be reflected in the next invoice penalty, but represents an allowance for recovery of costs for <br /> submitted to the client. demobilization and reassignment of personnel and equipment on <br /> short notice. <br /> C. Expenses properly chargeable to the Project shall include: <br /> travel and living expenses of ERM EnviroClean personnel 7. Insurance: <br /> when away from their home office on business connected <br /> with the Project; shipping costs; reproduction, bindery, and a. ERM EnviroClean shall maintain policies of insurance for the <br /> FAX costs at ERM EnviroClean's standard rates; computer following types of coverage, each (with the. exception of <br /> usage and record charges; professional, analytical and Worker's Compensation) with a limit of liability of 51,000,00o, <br /> technical subcontractors and advisors retained in connection combined single limit: <br /> with the Project; identifiable drafting and stenographic <br /> supplies; and,expendable materials and supplies purchased ° Worker's Compensation (statutory)and Employer's <br /> specifically for the Project. A fifteen percent (15%) handling Liability; <br /> and administrative charge will be added to all third party <br /> Project expenses. If the services covered by any ERM ° Comprehensive General Liability; and <br /> EnviroClean proposal are subject to local or state taxes or <br /> fees,such additional costs will be charged to the Project and Comprehensive Automotive Liability. <br /> reimbursed by the client. <br /> F:TERCLEAN.DOc <br />