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<br />FUGRO CONSULTANTS LP
<br />Schedule 40.01 (Rev. Apr 05)
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<br />GENERAL CONDITIONS FOR TECHNICAL SERVICES
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<br />PartIes to This Aareement
<br />CLIENT as used herein is the entity who authorizes performance of selVlces by Fugro Consultants LP (FUGRO) under the condI1Ions stated herein. FUGRO
<br />as used herein includes, Fugro Consultants LP, Its employees and officers, and Its subcontractors and sub-consultants (including affiliated corporations).
<br />On-site Responsibilities and Risks
<br />2.1 Right-of-Entry. Unless otherwise agreed, CLIENT will furnish unfettered rights-of-entry and obtain permits as required for FUGRO to perform
<br />the fieldwork.
<br />:Jemage 10 Propertj' FUGRO will take reasonable precautions tc reduce damage to land and other property caused by FUGRO's operations.
<br />However, CLIENT understands that damage may occur and FUGRO's fee does not include the cost of repairing such damage. If CLIENT
<br />Ls::>i:'8S ;-JGRO to :-cpair and/or pa), -"0; damages. r=UGRO \/vi:: un:cr::ake the rcp~~rs 2nd add the pre-agreed ccst to :=-UGR01s fee.
<br />2.3 Toxic and Hazardous Materials. CLIENT will provide FUGRO with all information within CLIENT's possession or knowledge as to the potential
<br />c:;curren2.8 of tOXIC or :~iazardoLs mater,als. 0; Bio)ogi:;a, Po!i:..1l~nts (as derned 1:-1 9 b8~OI/IJ) at the sitE belr:g i:rvestigated. [1 unanf::.:pa:c:l
<br />toxic or hazardous materials, or biological pollutants are encountered, FUGRD reserves the right to demobilize FUGRO's field operations at
<br />CLIENT's expense. Remobilization will proceed following consultation with FUGRO's safety coordinator and CLIENT's acceptance of
<br />proposed safety measures and fee adjustmer,ts
<br />2.4 Uti!ifles and Pipelines While performing FUGRO's fieldwork, FUGRO wil! take reasonable precautions to avoid damage to subterranean and
<br />subaqueous structures, pipelines, and utilities. CLIENT agrees to defend, indemnify, and hold FUGRO harmless for any damages to such
<br />structures, pipelines, and utilities ~at are not called to FUGRO's attention and/or correctly shown on plans furnislled to FUGRO.
<br />2.5 Site Safety FUGRO is not responsible for the job site safety of others, nor does FUGRO have stop-work authority over work by others.
<br />However, FUGRO wil! conduct Its work in a safe, wori<man-Iike manner, and wi!' obsenJe the work-site safety requirements of CLIENT that
<br />h3";,' c been C8rnmJn1c.a.teo to F'J=G.: ~'\"','~jUnd.
<br />Standard of Care
<br />2.1 ~JGF\..O VJi.1 pcrTorrr; it::: 5e;-',/::.e5 ....Jr;sbleni ~,,':lh U-:al ]S',IS: :;f (;218 2:::: 5:<i:l :':'cjrl2ir;]~~xe:r.:;jscd ty '1lernbers of the ty::fess.:' ,-,.jrlT::r!f~
<br />practicing under similar conditions in the same location.
<br />::.2 Cl..iEI\lT a:Kllowledges thal corldilicliS :nay ',er) frorr, those encounters::1 ai he; lo:..atlol' ':here boc;ngs, SurV8/S, :r expJcraii:!:ls are :nade c'.: j
<br />that FUGRO's data, interpretations, and recommendations are based solely on the information available to FUGRO, and FUGRO is not
<br />respJnslLi:e for the i:lterpr8:at!Gri bj' others of thE' inform3[cn OGVei2ped.
<br />Limitation of Remedies
<br />To the greatest extent permitted bj law, CLIENT's sole remedy against FUGRO for claims and liabilities in anYIJay arising OU: of or
<br />directly or indirectly related to FUGRO's work for CLIENT wilt not exceed an aggregate limit of $50,000 or the amount of FUGRO's fee,
<br />whIchever Is greater, regardless of the legal theory under which remedy is sought, whether based on negligence [whether sole or
<br />concurrent, active or passive], breach of warranty, breach of contract, strict Ilabillty or otherwise. In the event CLIENT does not wish to
<br />limit FUGRO's remedy to this sum, and if CLIENT requests in INIitlng prior to acceptance of this Agreement, FUGRO agrees to negotiate a greater
<br />remedy amount in exchange for an Increase in scope and fee appropriate to the project and remedy risks involved
<br />inVOices and Pavmcmt
<br />At FUGRO's discretion, invoices will be submitted at the completion of task elements, or monthly for services rendered. Payment is due upon
<br />presentation of FUGRO's invoice and is past due thirty- (30) days from invoice date. CLIENT agrees to pay a financing charge of one oercent (1%)
<br />per month (or the maximum rate allowable by law, whichever is less), on past due accounts, and agrees to pay attorney's fees or other costs
<br />Incurred in collecting any delinquent amount.
<br />Data. Records. Wori< Product and Rsoort(s). and Sam Dies
<br />Data, Records, Work Product and Report(s} are FUGRO's property. All pertinent records reiating to FUGRO's services shall be retained for a minimum of two
<br />(2) years after completion of the work. CLIENT shall have access to the records at all reasonable times during said period, FUGRO wm retain samples of soil
<br />and rock for a minimum of 30 days after submission of FUGRO's report unless CLIENT advises FUGRO otherwise. Upon CLIENT's lMitten request, for an
<br />agreed charge FJGRO 'J..11l.:;lor~ O~ delhicr t~is sa:1'lples j;~l a,:}~rC3nC8 ,,;,l;.h C:UENTs jr.sLrJCUufj~.
<br />Indemnification
<br />FUGRO and CLIENT shaii indemnify each other from any claims, damages. losses, and costs, including, but not limited to, reasonabie attorney's
<br />fees and litigation costs. to the proportionate extent caused by each party's own negligence, including the negligence of the indemnifying party, and
<br />its employees, affiliated corporations, officers, and sub-tier parties in connection with the projecl
<br />Conscauer:li.ial DtJ.rnao8s
<br />Notwithstanding any other provision of this Agreement, CLIENT and FUGRO waive and release any claim against the other for loss of revenue,
<br />prGf~~ or use 0;: ~apitai, lass 07 services, bJslness int~rruptjon an::/o:- de;ay, loss of procu::.t, pr:Jd~c.Uon delaysr josses resulting fro:T; ~aHurs to ~T;e2L
<br />other contra~t~~1 commitments or deadlin~s, .downtlme of facillti~~, or for any s~edal" indirect, ~elay or ,conseq,uential damages resulting from or
<br />arising au: or tn:s Agreemen~r Dr .::.5 Ci reSJi". 0: 0:-- il; corlil8cllon v'ntn the work. anc \Vnet:'le:" basea on ncg1tgj3~1CC lv.'he:her 3::18 2~ ::;:::J!"ic;;..;[:-c..nt, .:..:,-,~~.L
<br />or passive), breach of warranty, breach of contract, strict Ilablllty or otherwise.
<br />Bioloqical Poilutants
<br />FUGRO's scope of work does not Include the investigation, detection, or design related to the presence of any Biological Pollutants. The term
<br />"Biological Po"~~~ts' includ'7'.~. is not .llmlted to, ':IlOl.?, n:ngi, spo~, bact~, and" vi~, and the byproducts ~f anr suc.h biological
<br />OrSGi:llSnls. Ci.-j~Nl agrees tna: r-uGRO i.\"di ha'.ic no:; IlJbiiity Tcr ;]ny claIm re~afd!:!:g bootl} lilJury or prcpe:t), carnage alie;iec, arlSl:;g ft"::':1'L1 u.
<br />caused directly or indIrectly by the presence of or exposure to any Biological Pollutants. In addition, CLIENT will defend, indemnify, and hold
<br />harmless FUGRO from any third party claim for damages alleged to arise from or be caused by the presence of or exposure to any Biological
<br />Pollutants. If CLIENT requests in writing prior to acceptance of this Agreement, FUGRO will negotiate a greater limitation amount, and remove
<br />CLIENT's responsibilities, in exchange for an increase in fee to develop an expanded scope of work to provide biological pollutant protection.
<br />t\~~~c~t,Jr:cc of /--\ureernent
<br />These GENERAL CONDITIONS have been established in large measure to allocate certain risks between CLIENT and FUGRO. FUGRO will not
<br />initiate service without formal agreement on the terms and conditions set forth in these GENERAL CONDITIONS. Acceptance or authorization to
<br />initiate servIces shall be considered by both parties to constitute formal acceptance of ail terms and conditions of these GENERAL CONDITIONS.
<br />Furt~ore, a!I,'p~~rinted te,rms !n~~ditlons on.l?L1~NTs purchase order Of purchase order acknowledgment forms are Inapplicable to these
<br />GEt\~RP\_ COI'~UI; lO!\jS ana F~!...;R"...J S invci'd;;;:rr:'3::t lJ'j \-oU_l'l"""",S ~JIJ;'3C~_
<br />TelTllination of Contract
<br />CLIENT and FUGRO may terminate services at any time upon ten (10) days written notice. In the event of termination, CLIENT aoiees to fullv
<br />compensate FUGRO for servicos performed inoluding reImbursable expenses to the termination date, as well as demobilization expenses, FUGRO
<br />wi,ll-{~rminate services without waiving any claims or incurring any liability.
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