Emergency Spill Response Agreement

WHEREAS, CONTRACTOR is engaged in the business of providing Emergency Spill Response Services (” Services”) to respond to discharges, releases and spills of hazardous and non-hazardous substances; and

WHEREAS, CLIENT desires to engage CONTRACTOR to provide such Services; and,

WHEREAS, CLIENT and CONTRACTOR desire to establish the terms and conditions pursuant to which such Services will be provided.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

This agreement establishes the terms and conditions under which CONTRACTOR shall provide remedial and other services in connection with a discharge, release and/or spill of hazardous and/or non-hazardous substances.

SCOPE OF SERVICES

The Services contemplated in connection with the response to discharges, releases and/or spills of hazardous and/or non-hazardous substances related to the Event may include, but not limited to, the following: containment, recovery, repackaging, and removal of materials; site evaluation, decontamination and restoration; transportation, storage, treatment or disposal of wastes; technical services, including sampling, laboratory analysis, and other related services; and/or standby of personnel and equipment in anticipation of imminent activation. (hereinafter “Services”).

CONTRACTOR’S WARRANTIES

CONTRACTOR shall provide supervision, labor, materials, tools, equipment and subcontracted items for the performance ofthe

CONTRACTOR shall take necessary precautions for the safety of its employees and shall comply with applicable provisions of the Occupational Safety and Health Act. It is understood and agreed, however, that CONTRACTOR shall not be responsible for the elimination or abatement of safety hazards created by or otherwise resulting from work being performed by CLIENT’S employees, its contractors or agents.

CLIENT’S WARRANTIES

CLIENT shall provide full and complete information regarding its requirements for the Services.

CLIENT shall designate a representative who shall be fully acquainted with the Services to be provided hereunder and who shall be authorized to approve changes in the Services; render decisions promptly; authorize commitments and expenditures on behalf of CLIENT; approve CONTRACTOR’S daily worksheets and to accept, verify and approve CONTRACTOR’S invoices.

CLIENT represents and warrants that it shall provide payment to CONTRACTOR for the services provided by CONTRACTOR as set forth in Section 5, and shall demonstrate (including entering into an unconditional and absolute guarantee agreement at CONTRACTOR’S request) to CONTRACTOR’S satisfaction prior to the commencement of the Services, and at such other times as CONTRACTOR may require, that sufficient funds are available and committed by CLIENT for the entire cost of the Services. Unless such financial assurances are provided by CLIENT, CLIENT agrees that Contractor shall not be required to commence or continue any Services and may immediately stop work. The failure of CONTRACTOR to insist upon the provisions of this paragraph any one time shall not constitute a waiver of CLIENT’S obligation to make payments pursuant to this Agreement nor shall it constitute a waiver of CONTRACTOR’S right to request that evidence of sufficient funds be provided by CLIENT at a later date.

COMPENSATION

CLIENT agrees to pay CONTRACTOR in accordance with the Emergency Response Rate Sheet (hereinafter “Rates”) for Services provided including but not limited to response or standby activities, including mobilization/demobilization of resources. CLIENT AGREES THAT ALL HOURLY RATES WILL BE BILLED AS AN FOUR HOUR MINIMUM AND ON A PORTAL-TO-PORTALBASIS.

CONTRACTOR will present its first invoice to CLIENT as soon as possible following commencement of Services provided hereunder, and subsequent invoices every ten (10) days thereafter. CONTRACTOR’S delay in presenting an invoice shall not be constituted as a waiver of CLIENT’S duty to pay within 15 days. CLIENT agrees to pay the full amount of each invoice amount within fifteen (15) days of the date of receipt of said invoice by CLIENT.

CLIENT agrees that interest shall accrue and will be paid to CONTRACTOR on any unpaid balance of any invoice (including during insurance review) after fifteen (15) calendar days of receipt of invoice by CLIENT at the rate of one and one-half percent (1.5%) per month or the maximum amount allowed by law, whichever is greater.

In the event that legal or other action is required to collect unpaid balance of invoices due CONTRACTOR, CLIENT agrees to pay all costs of collection, litigation or settlement incurred by CONTRACTOR, including any reasonable attorney’s fees.

In the event that work is suspended or terminated for any reason prior to the completion of the services, CLIENT agrees to pay for labor, equipment, materials, disposal and other costs incurred by CONTRACTOR at the agreed Rates.

CLIENT agrees to pay CONTRACTOR in accordance with the agreed Rates for CONTRACTOR activities, at CLIENT’S request, in connection with any litigation, litigation support or testimony related to the work performed by CONTRACTOR pursuant to this Agreement.

In the event that CLIENT submits CONTRACTOR’S invoice for insurance coverage, CONTRACTOR hereby agrees to pay any and all balances not covered by CLIENT’S insurer unless CONTRACTOR has waived such balance in writing.

CLIENT understands that as a guarantee, after 30 days without receiving a payment CONTRACTOR has the right to use the credit card information provided to by the CLIENT to cover all of the balances due per invoice to CONTRACTOR.

CLIENT understands and agrees that it will pay CONTRACTOR for the Services contemplated hereunder regardless of fault of another party for causing such Services to be necessary and without regard as to the actual property owner.

CHANGES IN WORK

Modifications, including assignments, to the Agreement shall be effective only if in writing and signed by the CLIENT and CONTRACTOR.

CLIENT agrees to pay CONTRACTOR at the Listed Rates for any costs incurred or delays resulting from Contractor’s response to any emergency condition which threatens safety of persons or property during the performance of the Services.

If any change occurs during the term of this Agreement with respect to any laws, rule, regulations or ordinances which affect the rights or obligations of CLIENT or CONTRACTOR under this Agreement, or the applicability of any taxes or fees, or the cost of handling waste materials, CLIENT and CONTRACTOR shall negotiate in good faith to bring this Agreement into conformance with such change or changes. If an agreement cannot be reached, CLIENT or CONTRACTOR shall have the right to terminate this Agreement immediately upon written notice to the other party.

INDEMNIFICATION

Contractor agrees to indemnify and hold harmless CLIENT, its directors, officers, employees and agents from and against any and all costs, liabilities, claims, demands and causes of action including, without limitation, bodily injury to or death of any person or destruction of or damage to any property, except natural resource and other damages, which CLIENT suffer, incur, or pay out, to the extent such are caused by the negligence or willful misconduct of CONTRACTOR, its agents or employees during the performance of the Agreement or CONTRACTOR’S failure to comply with any laws, regulations or lawful authority of failure to comply with its obligations under this Agreement; except to the extent such liabilities, claims, demands and causes of action result from CLIENT’S failure to comply with any laws, regulations or other lawful authority, or CLIENT’S failure to comply with its obligations under this Agreement or result from the negligence or willful misconduct of CLIENT, its employees or agents.

CLIENT shall indemnify and hold harmless CONTRACTOR, its parent and affiliated companies and their respective directors, officers, employees and agents from and against any and all costs, liabilities, claims, demands and causes of action including, without limitation, any bodily injury to or death of any person or destruction of or damage to property which CONTRACTOR may suffer, incur, or pay out to the extent such are caused by the negligence or willful misconduct of CLIENT, its employees or agents or the failure of CLIENT to comply with any laws, regulations or other lawful authority or the failure of CLIENT to comply with its duties or obligations under this Agreement; except to the extent such liabilities, claims, demands and causes of action result from CONTRACTOR’S failure to comply with any laws, regulation or lawful authority, or CONTRACTOR’S failure to comply with its obligations under this Agreement or result from the negligence of willful misconduct of CONTRACTOR, its employees or agents

Termination

This Agreement may be terminated by either party upon forty-eight (48) hours prior notice to the other party.

NOTICE

NOTICE – Any notice required or permitted to be given under this Agreement shall be sufficient if on writing and delivered by certified mail to the address listed below: