RT Environmental Services, Inc.
General Terms and Conditions

1. This proposal is valid for thirty (30) days after which it may be adjusted to reflect changes in cost, scope, schedule and current workload.

2. Invoices will be submitted every four (4) weeks and are due and payable upon receipt. Unpaid balances are subject to monthly interest charges and one and one-half percent (1.5%) per month on the outstanding balance over thirty (30) days. The client will be responsible for any and all legal and collection costs associated with the collection of outstanding balances. RT reserves the right to seek additional costs if litigation is necessary to collect fees due and owing. Collection costs will be assessed at 25% of the total outstanding balance. Services may be suspended without liability with seven (7) days written notice for nonpayment and not be resumed until the client's account is paid in full, including interest and collection charges. In no instance shall RT accept any payment conditions contingent upon any transaction between Client and other parties.

3. Proposed fees in the proposal constitute RT's estimate of the labor and expenses anticipated to be incurred for the work as defined by the client. Certain projects, including hydrogeological work, remedial design and concept work are not fully definable at the onset of the project. Should facts develop which indicate a change in scope, RT will notify the client and negotiate an equitable decrease or increase in project level of effort and cost. Should the client approve RT to continue with the services being rendered, when the scope is being expanded or redefined, RT will invoice for such services at standard hourly rates. A copy of our standard hourly rates is available upon request. Client delays, changed schedule commitments, failure to provide access or information, delays caused by unpredictable occurrence or natural causes, labor, service or material shortages or stoppages, riots, or acts or regulations of government agencies shall be valid reasons for a change in scope beyond that outlined.

4. Where drilling/exploration activities are conducted, the cost of disposing of contaminated drill cuttings or fluids is not included. Once such materials are generated, if such materials are deemed to be potentially contaminated, we will make appropriate recommendations for sampling, analysis and managing such materials and obtain client approval for any costs associated with managing the materials before proceeding. Unless concurred with in advance by an officer of the firm, client is fully responsible for on time payment regardless of regulatory actions, inactions, or permit activity or inactivity.

5. Termination by the client shall be effective five (5) days after receipt of written notice by an Officer of RT, and after an opportunity for discussion has been afforded. A final invoice will be submitted within thirty (30) days, unless all charges from subcontractors or suppliers have not been received and posted. Either party may terminate this agreement if the other party fails to fulfill the agreement through no fault of the terminating party. The final invoice will be based on the percentage of work complete or on labor and materials expended, depending on the proposal basis. Where commitments have been made which become firm before termination, an equitable adjustment shall be made with parties involved, including reasonable allowance for RT’s profit.

6. With respect to subsurface investigation work, undertaken to determine the location of pipelines, tanks, or other objects, there is no guarantee that targets will be located due to the inherent limitations of such work. Limitations including placement of various media, around and proximal to targets, nearby fences, embedments or partial crushing which may preclude or interfere with finding such targets. Ground penetrating radar is typically only accurate to a three foot depth, fencing can cause interference and obstacles or concrete can limit the depth of GPR accuracy. Accordingly, RT does not guarantee that underground targets will be successfully located and/or identified, and client holds RT harmless, should such targets not be identified.

7. RT will perform work as the professional consultant to the client and will provide advice, consultation and services similar to other professional consultants acting under similar circumstances with the same information. No warranties are expressed or implied, unless issued in writing by an Officer of RT. Notwithstanding anything else in this agreement, the liability of RT and its Officers and assigns to client for any loss or damage in connection with advice, consultation and services provided to client, including professional negligence, errors or omissions, shall not exceed that covered by insurance. Client releases and hold harmless RT and its Officers for liability above that amount. In no event shall RT be liable for any preexisting environmental conditions at any site at which RT is performing work under this proposal and Client releases and holds harmless RT and its Officers for any such liability. Client shall provide adequate insurance for its employees and shall indemnify RT from any and all claims and losses resulting from bodily injury or loss of life to workers employed or separately contracted for by the Client who are engaged in any work in common areas with RT’s project work. Work is for the benefit of the client only and there are no third party beneficiaries unless agreed to in writing by RT.

8. Where RT is engaged to inspect or oversee work to determine its conformance with plans and/or specifications, client warrants and agrees that RT is not acting in the capacity of construction manager. Client warrants and holds harmless RT from any claims or liability wherein it is alleged that RT is acting as construction manager on the project. Where excavation area utility notices are placed, RT will follow the prevailing state program regarding utility markout. Client must inform RT of any known utilities prior to the start of the work. Client will be responsible for any additional protection for or repairs needed to unmarked utilities encountered or damaged during the work.

9. RT shall indemnify client for any loss or damage caused by RT’s negligence, or RT’s errors, by act or omission in performance of services under this proposal as limited by Paragraph 5 hereof. If Client is not the owner of the property on which the work under this contract, including any amendments, is to be performed, Client warrants to RT that Client has obtained permission from the property owner(s)for RT and its subcontractors to have access to the property to perform the scope of work in this proposal, or as subsequently amended in writing. Client defends and saves harmless RT and agrees to defend RT from any claims that access permission was not granted for the work. With respect to any work on an adjacent parcel or parcels, RT will cooperate with Client, at additional cost, to obtain required access approval for the conduct of such work, or, shall document refusal should such occur. However, it shall be Client’s obligation to provide necessary access to such properties and adjacent parcels. In no event shall RT or it subcontractors be held responsible for damages of any kind resulting from a failure to obtain access to the subject property, or adjacent parcels, where access approval is beyond RT’s control. Client shall indemnify, defend and hold harmless RT and its subcontractors from any and all claims, actions or liabilities arising out of claims that access by RT or its subcontractors was unauthorized. For New Jersey Licensed Site Remediation Professional services, the client is responsible for any and all payments or fees. Unless specifically agreed to in writing by RT Environmental Services, Inc., RT is held harmless and has no liability for penalties or fees associated with missed regulatory or mandatory deadlines; some deadlines are subject to extension and/or change. At certain sites it is known that, regulatory and statutory deadlines cannot be met, due to the extent of impacts at the site. RT will make reasonable efforts to notify its clients of deadlines, when conditions related to not meeting a deadline are evident.

10. Unless requested otherwise, client grants RT the authority to use client's name and a description of the project as a reference to other clients. Permit application and regulatory fees and charges are not included in the proposal unless expressly indicated.

11. Where client requests RT to assist with managing waste, client agrees that RT is not the owner of the waste(s) and indemnifies and holds RT harmless for any costs incurred in defending and paying for any action where it is alleged that RT is the owner of waste(s) or has arranged for the disposal of waste. RT will recommend and provide due diligence on the proposed disposal sites, if requested by client.

12. Express terms of the proposal take precedence over these Terms and Conditions. Client Purchase Order Terms and Conditions are inapplicable where they conflict with the Proposal or these Terms and Conditions, unless such Terms and Conditions are stated on the face of the Purchase Order and an RT Officer authorizes and accepts modification to these Terms and Conditions, in writing. Neither performance of the work nor written acknowledgment of Purchase Order receipt are considered acceptance of Terms and Conditions contrary to those herein.

13. Where the method of payment is on a time and materials basis, charges applicable in our rate sheet will apply; this is available on request. Invoices will show labor and expense categories and charges, not actual documentation. Actual documentation, if requested by client, shall be furnished at an additional administrative labor charge as required to compile the documentation.

14. Incidental telephone communication charges will be billed at 2½% of labor, which will cover all normal local and long distance calls. Outside network conference calls will be billed at RT's cost, plus the customary 5% markup on such expense.