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<br />PROVISIONS
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<br />The following Provisions apply to this Agreement except as modified under Compensation or Other Terms sections of main Agreement:
<br />1. Authorization to Proceed
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<br />Execution of this AGREEMENT by CLIENT will be authorization for aMI to proceed with the w()rk, unless otherwise provided for in this AGREEMENT.
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<br />2. Per Diem Rates
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<br />aMI's Per Diem Rates, when the basis of compensation, are those hourly or daily rates charged for work performed on the PROJECT by OMI employees. These
<br />rates are subject to adjustments each calendar year. They include salary, overheads, and fee, but do not include Direct Expenses.
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<br />3. Direct Expenses
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<br />OMI's Direct Expenses are those necessary direct costs and charges incurred for the PROJECT including, but not limited to: (1) transportation, meals, lodging,
<br />mail, telecommunications; (2) subcontracts, outside services, and laboratory tests and analyses; (3) PROJECT specific insurance. letters of credit and bonds: (4)
<br />equipment and supplies: (5) aMI's current standard rate charges for direct use of aMI's vehicles, computing systems, laboratories. word processing, printing and
<br />reproduction services, and field equipment; and (6) training equipment required to meet health and safety regulatory requirements.
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<br />4. Cost Opinions
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<br />Any cost opinions or PROJECT economic evaluations provided by aMI will be o~ a basis of experience and judgment, but, since aMI has no control over market
<br />conditions or bidding procedures, aMI cannot warrant that bids, ultimate construction cost, or PROJECT economics will not vary from these opinions.
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<br />5. Standard of Care
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<br />The standard of care applicable to aMI's services will be the degree of skill and diligence normally employed by professionals performing the same or similar
<br />services at the time aMI's services are performed. aMI agrees to perform any services not meeting this standard without additional compensation.
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<br />6. Termination
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<br />This AGREEMENT may be terminated for convenience on 30 days' written notice, or for cause, if either party fails substantially to perform through no fault of the
<br />other and does not commence correction of such nonperformance within 5 days of written notice and diligently complete the correction thereafter. On termination,
<br />OMI shall be paid for all authorized work performed up to the termination date. If termination is for convenience, OMI shall be paid termination expenses, such as,
<br />but not limited to, reassignment of personnel, subcontract termination costs, and related closeout costs. If no notice of termination is given, relationships and
<br />obligations created by this AGREEMENT will be terminated upon completion of all applicable requirements of this AGREEMENT. except as provided under Article
<br />"Severability and Survival).
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<br />7. Payment to OMI
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<br />Monthly invoices will be issued by aMI for all work performed under this AGREEMENT. Invoices are due and payable on receipt. Interest at a rate of 1-1/2 percent
<br />per month, or that permitted by law if lesser, will be charged on all past-due amounts starting 30 days after date of invoice. Payments will first be credited to
<br />interest and then to principal. In the event of a disputed or contested billing, only that portion so contested shall be withheld from payment, and the undisputed
<br />portion shall be paid. Interest shall accrue on any contested portion of the billing and shall be payable immediately if the contested billing is resolved in favor of
<br />aMI.
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<br />8. Limitation of Liability
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<br />aMI's liability for CLIENT's damages, in the aggregate, shall not exceed the total compensation received by aMI from CLIENT for services provided on the
<br />PROJECT under this Agreement. aMI's liability to CLIENT under this AGREEMENT specifically excludes any and all indirect or consequential damages arising
<br />from the services contemplated under this AGREEMENT. aMI shall not be liable for fines or civil penalties, which may be imposed by a regulatory agency, which
<br />are occasioned by the provision of services under this AGREEMENT. The limitations of liability shall apply whether aMI's liability arises under breach of contract
<br />or warranty; tort, including negligence; strict liability; statutory liability: or any other cause, except the limitations shall not apply to willful misconduct or gross
<br />negligence. Said limitations shall apply to OMI's officers. affiliated corporations, employees, and subcontractors.
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<br />9. Severability and Survival
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<br />If any of the provisions contained in this AGREEMENT are held illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be
<br />impaired thereby. Limitations of liabiiity indemnities, and other express representations shall survive termination of this AGREEMENT for any cause.
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<br />10. Asbestos or Hazardous Substances
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<br />It is understood and agreed that, in seeking the services of aMI under this AGREEMENT. CLIENT is requesting aMI to undertake obligations for CLIENT's benefit
<br />involving the presence or potential presence of hazardous substances. CLIENT recognizes that OMI assumes no risk and/or liability for a waste or hazardous
<br />waste site originated by other than OMI.
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<br />11. Operations Assistance and Services
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<br />CLIENT authorizes aMI to operate, modify, inspect and otherwise physically manipulate equipment, furnishings, property and other elements associated with the
<br />PROJECT. CLIENT authorizes aMI to take such actions in these respects as aMI considers necessary to meet the objectives of the PROJECT.
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<br />12. No Conflict of Interest for Future Work
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<br />If services provided by aMI under this contract do not include full contract operations, full contract maintenance, or full contract utility management, CLIENT
<br />agrees that aMI shall not be precluded from proposing on or providing such services to CLIENT in the future. Information and knowledge gained by aMI in
<br />providing services under this contract shall not constitute a conflict of interest in proposing on or providing full contract operations, full contract maintenance. or full
<br />contract utility management,
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<br />13. Interpretation
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<br />The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it.
<br />14. Third Party Beneficiaries and Scope of Services
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<br />This AGREEMENT gives no rights or benefits to anyone other than CLIENT and OMI and has no third party beneficiaries. The scope of services to be provided to
<br />CLIENT by aMI are defined solely by this AGREEMENT, and not by any other contract or agreement that may be associated with the Project.
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<br />15. Materials and Samples
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<br />Any items, substances, materials, or samples removed from the PROJECT site for testing, analysis, or other evaluation will be returned to the PROJECT site
<br />within 60 days of PROJECT close-out unless agreed to otherwise. Exceptions to this clause are items subjected to destructive testing or samples with nominal
<br />intrinsic value, such as samples of liquid, solid or gaseous materials that are nonhazardous. CLIENT recognizes and agrees that aMI is acting asa baiiee and at
<br />no time assumes title to said items, substances, materials, or samples.
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