EARLY ENVIRONMENTAL CONTRACTING, LLC

GENERAL SERVICE AGREEMENT

Services to Be Provided

Early Environmental Contracting, LLC (“EEC”) agrees to provide environmental contracting and/or consulting services to the Client, including but not limited to:

• General environmental consulting and engineering services

• Additional services as requested and approved by Client and EEC

Payment Terms

Client agrees to pay our invoice upon receipt of invoice. Client agrees to pay service charges on the past due amount at a prevailing legal rate, including any and all reasonable attorney fees, if collected through an attorney.

EEC reserves the right to suspend all work and expenditures until payments due are remitted to EEC. Any legal proceedings shall occur in the Commonwealth of Kentucky.

No deduction shall be made from our invoice on account of liquidated damages or other sums withheld from payments to contractors or others.

The term of this Agreement will be three (3) years from the service effective date and will automatically renew for successive three-year terms.

Either party may terminate this agreement without cause upon thirty (30) days written notice. In the event Client requests termination prior to completion of the proposed services, Client agrees to pay EEC for all costs incurred plus reasonable charges associated with termination of the work.

STANDARD OF CARE

EEC will perform its services using that degree of care and skill ordinarily exercised under similar conditions by reputable members of our profession practicing in the same or similar locality.

NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, IS MADE OR INTENDED BY OUR PROPOSAL OR OUR ORAL OR WRITTEN REPORTS.

SITE OPERATION

EEC will arrange for right of entry or access to the property or waterway for the purposes of performing clean-up operations, studies, tests, and/or other evaluations pursuant to the agreed services.

Client represents that it has necessary permits and licenses required for its activities at the site and that it has provided all information available regarding fluids to be recovered or handled and has properly classified them as hazardous or non-hazardous.

EEC’s field personnel are trained to initiate clean-up operations, field-testing, drilling, and/or sampling within a reasonable distance of each of its locations. Field personnel will avoid hazards or utilities which are visible or directed to them by appropriate utilities at the site.

If EEC is advised or given written data revealing the presence or potential presence of underground or aboveground obstructions, such as utilities, EEC will give special instructions to field personnel.

EEC is not responsible for any damage or loss due to unknown or undisclosed surface or subsurface conditions owned by Client or third parties, except as such claims, suits, or losses, including reasonable attorney fees, result therefrom.

Any field testing or boring locations described in reports or shown in sketches are based on specific information furnished by others or from estimates made in the field. Such dimensions, depths, or evaluations should be considered approximations unless otherwise stated.

The extent of any clean-up sites shall be based solely on samples and analytical data gained by accepted statistical sampling methods performed.

FIELD REPRESENTATIVE

The presence of EEC personnel, either full or part-time, may be for project administration, observation, and/or field testing of specific aspects of the project as authorized by Client.

Should contractor(s) not retained by EEC be involved in the project, Client will advise contractor(s) that EEC services do not include supervision or direction of the contractor’s actual work.

Client shall assume responsibility for ensuring contractors are familiar with project goals and prepared to conduct work appropriately.

If an incident commander or contractor (not a subcontractor of EEC) oversees the project, Client agrees the contractor is solely responsible for working conditions, safety, and OSHA compliance. EEC is not responsible for site safety beyond its own employees and subcontractors and does not have the duty or right to stop contractor work.

UNFORESEEN CONDITIONS OR OCCURRENCES

Unforeseen conditions may substantially alter necessary services or risks involved. EEC will promptly notify Client and may:

(a) Complete the original Scope of Services if practical(b) Modify Scope and charges with written agreement(c) Terminate services with written notice

SAMPLE DISPOSAL

Test specimens are generally consumed or altered during testing and disposed of immediately. Drilling samples and other specimens are disposed of thirty (30) days after submission of the repor

CLIENT DISCLOSURE

Client agrees to inform EEC upon execution of this Agreement of any hazardous substance or condition existing at or near the site. Client agrees to provide continuing information as it becomes available.

EEC does not assume control of or responsibility for the site nor reporting obligations to public agencies. Client agrees to notify appropriate agencies as required by law.

ENVIRONMENTAL INDEMNITY

To the maximum extent permitted by law, Client agrees to defend, indemnify, and hold harmless EEC from claims and liabilities unless caused by EEC’s sole negligence or willful misconduct, including but not limited to:

a) Client violations of environmental lawsb) Client handling or disposal of hazardous substancesc) Substances introduced by Client or third partiesd) Allegations under environmental regulations

If a third party brings suit alleging injury or property damage from hazardous substances, Client agrees to defend EEC and pay any resulting judgment unless caused by EEC’s sole negligence or willful misconduct.

EQUIPMENT CONTAMINATION

Client agrees to pay replacement value and disposal costs for any EEC equipment that cannot be decontaminated.

DOCUMENTS

Reports are furnished for Client’s internal use only. All documents remain the property of EEC unless otherwise agreed. Unauthorized use or distribution is at Client’s sole risk.

Third-party reliance requires written permission and acceptance of a secondary client agreement.

CLAIMS

Parties agree to attempt resolution without litigation. If litigation occurs and claimant prevails, claimant shall pay all defense costs unless judgment exceeds settlement offer by at least ten percent (10%).

OPINIONS OF COSTS

Cost opinions are estimates only and not firm budgeting tools. Actual costs depend on factors beyond EEC’s control.

TESTIMONY

Client shall compensate EEC for time and expenses if EEC personnel are required to testify, unless compensated by the requesting party.

CONFIDENTIALITY

EEC will maintain confidentiality except as required by law or court order.

SEVERABILITY

If any provision is unenforceable, remaining provisions remain in effect.

SURVIVAL

All obligations and liability allocations survive termination of this Agreement.

INTEGRATION

This Agreement constitutes the entire agreement and may only be modified in writing signed by both parties.

GOVERNING LAW

This Agreement shall be governed by the laws of the State of Kentucky.

ACCEPTANCE

Acceptance of any services or reports constitutes acceptance of these terms.

For your records, you will receive a full PDF copy of this agreement via email, once submitted.