|
<br />This is EXHIBIT A, consisting of 2 pages, referred to in and part of
<br />the Agreement between CLIENT and AE2S dated September 25,
<br />2025.
<br />
<br />Standard Terms and Conditions
<br />
<br />
<br />The Agreement is supplemented to include the following terms and conditions: 6. Termination of Contract
<br /> Either party may at any time, upon seven days prior written notice to the
<br />
<br />other party, terminate this Agreement. Upon such termination, CLIENT
<br />1. Standard of Care
<br />shall pay to AE2S all amounts owing to AE2S under this Agreement, for
<br />a. The standard of care for all professional services performed or furnished
<br />all work performed up to the effective date of termination, plus reasonable
<br />by AE2S under this Agreement will be the care and skill ordinarily used
<br />termination costs.
<br />
<br />at the same time and in the same locality. AE2S makes no warranties,
<br />7. Access
<br />express or implied, under this Agreement or otherwise, in connection with
<br /> CLIENT shall arrange for safe access to and make all provisions for AE2S
<br />
<br />required for AE2S to perform services under this Agreement.
<br />b. CLIENT shall be responsible for, and AE2S may rely upon, the accuracy
<br />
<br />and completeness of all requirements, programs, instructions, reports, data,
<br />8. Hazardous Environmental Conditions
<br />and other information furnished by CLIENT to AE2S pursuant to this
<br /> It is acknowled
<br />Agreement. AE2S may use such requirements, reports, data, and
<br />information in performing or furnishing services under this Agreement.
<br />i.e. the presence at the site of asbestos, PCBs, petroleum, hazardous waste,
<br />or radioactive materials in such quantities or circumstances that may
<br />2. Payments to AE2S
<br />present a substantial danger to persons or property exposed thereto in
<br />Invoices wil
<br />connection with the Assignment. In the event AE2S or any other party
<br />practices and will be submitted to CLIENT by AE2S monthly, unless
<br />encounters a Hazardous Environmental Condition, AE2S may, at its option
<br />otherwise agreed. Invoices are due and payable within 30 days. If
<br />and without liability for consequential or any other damages, suspend
<br />CLIENT fails to make any payment due AE2S for services and expenses
<br />performance of services on the portion of the Assignment affected thereby
<br />within 30 days, the amounts due AE2S will be increased at the rate of
<br />until CLIENT: (i) retains appropriate specialist consultant(s) or
<br />1.75% per month (or the maximum rate of interest permitted by law, if less)
<br />contractor(s) to identify and, as appropriate, abate, remediate, or remove
<br />from said thirtieth day. In addition, AE2S may, after giving seven days
<br />the Hazardous Environmental Condition; and (ii) warrants that the site is
<br />written notice to CLIENT, suspend services under this Agreement until
<br />in full compliance with applicable laws and regulations. CLIENT
<br />AE2S has been paid in full all amounts due for services, expenses, and
<br />acknowledges that AE2S is performing professional services for CLIENT
<br />other related charges. All payments shall be made in United States Dollars.
<br />and that AE2S is not and shall not be required to become an "arranger,"
<br />axes
<br />"operator," "generator," or "transporter" of hazardous substances, as
<br />defined in the Comprehensive Environmental Response, Compensation,
<br />under this Agreement. Owner shall reimburse Engineer for the cost of such
<br />and Liability Act of 1990 (CERCLA), which are or may be encountered at
<br />or near the si
<br />or use taxes, if any.
<br />
<br />9. Patents
<br />3. Insurance
<br /> AE2S shall not conduct patent searches in connection with its services
<br />AE2S will maintain insurance coverage for Workers' Compensation,
<br />under this Agreement and assumes no responsibility for any patent or
<br />Professional Liability, General Liability, and Automobile Liability and will
<br />copyright infringement arising therefrom. Nothing in this Agreement shall
<br />provide certificates of insurance to CLIENT upon request.
<br />be construed as a warranty or representation that anything made, used, or
<br />sold arising out of the services performed under this Agreement will be
<br />4. Exclusion of Special, Incidental, Indirect, and Consequential Damages
<br />free from infringement of patents or copyrights.
<br />To the fullest extent permitted by law, and notwithstanding any other
<br />
<br />10. Ownership and Reuse of Documents
<br />employees, agents, and Consultants, or any of them, shall not be liable to
<br /> All documents prepared or furnished by AE2S pursuant to this Agreement
<br />CLIENT or anyone claiming by, through, or under CLIENT for any
<br />are instruments of service, and AE2S shall retain an ownership and
<br />special, incidental, indirect, or consequential damages whatsoever arising
<br />property interest therein. Reuse of any such documents by CLIENT shall
<br />out of, resulting from, or in any way related to the Assignment or this
<br />be at CLIENT's sole risk.
<br />Agreement, from any cause or causes, including but not limited to any such
<br />
<br />damages caused by the negligence, professional errors or omissions, strict 11. Use of Electronic Media
<br />liability, breach of contract or warranties, express or implied, of AE2S or a. Copies of Documents that may be relied upon by CLIENT are limited to
<br />the printed copies (also known as hard copies) that are signed or sealed by
<br />Consultants, or any of them. the AE2S. Files in electronic media format of text, data, graphics, or of
<br />other types that are furnished by AE2S to CLIENT are only for
<br />5. Limit of Liability convenience of CLIENT. Any conclusion or information obtained or
<br />To the fullest extent permitted by law, notwithstanding any other provision
<br />
<br /> b. When transferring documents in electronic media format, AE2S makes
<br />no representations as to long-term compatibility, usability, or readability of
<br />and any of them, to CLIENT and anyone claiming by, through, or under
<br />documents resulting from the use of software application packages,
<br />CLIENT for any and all claims, losses, costs, or damages whatsoever
<br />operating systems, or computer hardware differing from those used by
<br />arising out of, resulting from or in any way related to the Project or the
<br />AE2S at the beginning of this Assignment.
<br />Agreement from any cause or causes, including but not limited to the
<br />
<br />negligence, professional errors or omissions, strict liability or breach of
<br /> c. If there is a discrepancy between the electronic files and the hard copies,
<br />the hard copies govern.
<br />
<br />them, shall not exceed total compensation received by AE2S as part of this
<br /> d. Because data stored in electronic media format can deteriorate or be
<br />Agreement.
<br />modif
<br />creator, the party receiving electronic files agrees that it will perform
<br />
<br />Exhibit A - Standard Terms and Conditions
<br />Page 1
<br />
|