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4rm KERAMIDA
<br />..Am ENGINEERS - SCIENTISTS * PLANNERS
<br />GLOBALEHS, &SUSTAINABILITY SERVICES
<br />1, SERVICES TO BE PROVIDED. KERAMIDA Inc., as an independent consultant, agrees to provide Client for
<br />its sole benefit and exclusive use, consulting services set forth in our Proposal.
<br />2. VALIDITY OF PROPOSAL. It is understood that this proposal is valid for a period of ninety (90) days. Upon
<br />the expiration of that period of time, KERAMIDA Inc. reserves the right to review the proposed basis of
<br />payment and fees, to allow for changing costs, as well as to adjust the time of performance to conform to work
<br />loads,
<br />3. DEFINITIONS. When used herein, the terms "we", "'us"', or "our" refer to Consultant and the terms "you",
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<br />your" he", "his", "it" and "its" refer to Client,
<br />4, RIGHT OF ENTRY & RIGHT TO PROCEED. Client grants a right of entry from time to time to Consultant
<br />and Consultant's agents, staff, consultants, and contractors or sub -contractors, for the purpose of performing
<br />and with the right to perform all acts, studies, and research including without limitation the making of tests and
<br />evaluations, pursuant to the agreed services. To the extent that the work to be performed for the: Client requires
<br />access to property or real estate owned by other parties, Client shall have responsibility for obtaining proper
<br />permission, right of way, easements, or other agreements to allow us to go on site and perform any necessary
<br />work.
<br />5. PAYMENT. Invoices will be, submitted on a monthly basis. Client agrees to pay invoice upon receipt. Should
<br />payment not be received within 30 days, the amount due shall bear a service charge of 1 1/2 percent per month
<br />or the maximum permissible under state law, whichever is less. In addition, KERAMIDA Inc., shall be entitled
<br />to recover all costs of collection, including court costs and reasonable attorney fees. If Client has any objections
<br />to any invoice or part thereof submitted by Consultant, he shall so advise us in writing giving his reasons within
<br />14 calendar days of receipt of such invoice. No deduction shall be made from Consultant's invoice on account
<br />of penalty, liquidated damages, or other sums withheld frown payments to contractors or others. Payment of the
<br />invoice shall constitute final approval as to all aspects of the work performed to date as well as the necessity
<br />thereof. In addition, KERAMIDA Inc. may, after giving 14 calendar days written notice, suspend services under
<br />any agreement until all past due accounts have been paid.
<br />G. SCOPE, (a) The proposed fees constitute our best estimate of the charges required to complete the project as
<br />defined. Except as provided in Paragraph 6(b) the project scope will not be altered without mutual agreement.
<br />For many projects such as those involving process development work, planning work, or environmental impact
<br />assessments, all activities are often initially not fully definable. As the project progresses, the facts uncovered
<br />may dictate a change in direction, which may alter the scope. KERAMIDA Inc, will promptly inform the client
<br />of such situations so that negotiation of change in scope can be accomplished as required.
<br />(b) Costs and schedule conimitments shall be subject to renegotiation for unreasonable delays caused by the
<br />client's failure to provide specified facilities or information, or for delays caused by unpredictable
<br />occurrences, for force majeure, such as fires, floods, strikes, riots, unavailability of labor or materials or
<br />services, process shutdown, acts of God or of the public enemy, or acts of any governmental agency.
<br />Temporary work stoppage caused by any of the above may result in additional cost (reflecting a change in
<br />scope) beyond that outlined in this proposal.
<br />BILLING. Where the method of contract payment is on a time -and -material basis, the following provisions
<br />shall apply:
<br />(a) The ininii-raim time segment for charging of field work is four (4) hours. The minimum time segment
<br />for charging of work done at the Kerarnida Environmental office is one-half hour. There is no premium
<br />charge for overtime. Where applicable, rental charges will be applied to the project to cover the cost of
<br />pilot -scale facilities or sophisticated apparatus, instrumentation, or technical equipment.
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