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receivership, reorganization, dissolution, or similar law, or makes an assignment for the benefit of its
<br />creditors, or if Clients actions or inactions causes increased risk, exposure, cost or liability, or if Contractor
<br />deems itself insecure as to payment or other matters (“Default”). Notice of termination shall be in writing and
<br />deemed given when delivered in person or by certified mail, postage prepaid, return receipt requested. In the
<br />event Contractor terminates this Agreement for Client’s Default, then Contractor, in addition to being entitled
<br />to payment for work already performed, is entitled to liquidated damages, which are not in the way of a
<br />penalty, in the amount of 15% of the total contract covered by this Agreement, including any changes
<br />approved by Contractor through the date of termination, and reasonable attorney fees and costs of
<br />collection. Client acknowledges that the actual damage to Contractor in the event of termination is difficult
<br />to fix or prove, and the foregoing liquidated damages amount is reasonable and commensurate with the
<br />anticipated loss to Contractor resulting from such termination and is an agreed upon fee and is not imposed
<br />as a penalty. Collection of liquidated damages by Contractor shall be in addition to any rights or remedies
<br />available to Contractor under this Agreement or at law. Contractor shall not be liable for loss or damage
<br />caused by termination of its performance.
<br />b. By Client: The Client may terminate this Agreement in whole or in part at any time by thirty (30)
<br />days written notice. On receipt of such notice, Contractor shall have the right to cure. If after the thirty days
<br />Client and Contractor cannot come to a new agreement in accordance with Paragraph 4 above, Contractor
<br />shall discontinue services and shall, if required, make reasonable efforts to procure termination of
<br />subcontracts to which Contractor is a party. Thereafter, Contractor may, if it chooses, perform such services
<br />as it deems necessary to preserve and protect the services already in progress. In the event of termination
<br />pursuant to this Paragraph, the Client agrees to immediately compensate Contractor for work performed up
<br />to the date of termination, plus the costs associated with terminating existing subcontracts and/or
<br />preserving and protecting services already in progress, and Contractor’s expected profit on services required
<br />under the initial Agreement. After delivery of such written notice, the Client shall assume all obligations and
<br />commitments Contractor had undertaken or incurred in connection with the initial Agreement and shall
<br />additionally be responsible for payment for any subcontract with an existing balance and/or for the cost
<br />associated with the failure to procure the termination of any subcontract. Should Client terminate this
<br />Agreement while in a condition of Default as defined in Paragraph 5(A), above, Client shall remain obligated
<br />to pay Contractor liquidated damages as provided in Paragraph 5(A). Collection of liquidated damages by
<br />Contractor shall be in addition to any rights or remedies available to Contractor under this Agreement or at
<br />law and said amount is herein agreed upon and fixed as liquidated damages because of the difficulty of
<br />ascertaining the exact amount of damages that may be sustained by such delay.
<br />6. Site Conditions: Client acknowledges that Contractor has not created, generated, stored, nor
<br />disposed of hazardous substances, as that term is defined below, pollution sources, or materials which may
<br />be deemed nuisances or hazardous under any applicable law. Client acknowledges responsibility for making
<br />all disclosures or reports required by any law or procedure to any third party, including but not limited to
<br />governmental authorities and State and US Environmental Protection Agencies. In addition, Client expressly
<br />acknowledges and agrees that it is Client’s sole obligation and responsibility to obtain and ensure
<br />compliance with any permits and/or authorizations required by law. Client further acknowledges and agrees
<br />that Contractor shall not take title to, or assume any loss with respect to, hazardous or non-hazardous
<br />substances or wastes, and Client agrees to completely indemnify and hold Contractor harmless with respect
<br />to such hazardous and non-hazardous substances or wastes. In no event shall Contractor be liable for the
<br />acts of third parties, or for loss or damage which is alleged to be caused by, arise out of, or relate to the use or
<br />failure of tanks, boxes, bins, lines, utilities, underground structures, or other equipment leased to, rented to,
<br />used by or belonging to Client, or which is used by Contractor or left on site by Contractor in connection with
<br />the goods or services provided under this agreement. Without limiting the foregoing, in no event shall
<br />Contractor be liable for unknown site conditions, or for release, discharge, spillages or disposal from
<br />equipment, realty or facilities which are not then in Contractor’s actual custody, possession and control, and
<br />Client agrees to indemnify and hold Contractor harmless with respect to such release, discharge, spillages or
<br />disposal.
<br />Docusign Envelope ID: 94AAA4D7-C840-881C-82FA-B9936480AF35
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