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14.RELATIONSHIP OF THE PARTIES accordance with Consultant's then current SCHEDULE OF
<br /> Consultant will perform Services under this Agreement as an CHARGES.
<br /> independent contractor.
<br /> 18.DISPUTES
<br /> 15.ASSIGNMENT AND SUBCONTRACTS 18.1. Mediation. All disputes between Consultant and
<br /> Neither party may assign this Agreement, in whole or in part, Client are subject to mediation. Either party may demand
<br /> mediation by serving a written notice stating the essential
<br /> without the prior written consent of the other party,except for nature of the dispute, the amount of time or money claimed,
<br /> an assignment of proceeds for financing purposes. Consultant
<br /> may subcontract for the services of others without obtaining and requiring that the matter be mediated within 45 days of
<br /> service of notice.
<br /> Client's consent if Consultant deems it necessary or desirable
<br /> for others to perform certain Services. 18.2. Precondition to Other Action. No action or suit may
<br /> be commenced unless the mediation did not occur within 45
<br /> 16.SUSPENSION AND DELAYS - days after service of notice; or mediation occurred but does
<br /> not resolve the dispute;or a statute of limitation would elapse
<br /> 16.1. Procedures. Client may, at any time, by 10 days if suit was not filed prior to 45 days after service of notice.
<br /> written notice suspend performance of all or any part of the
<br /> Services by Consultant. Consultant may terminate this 18.3. Choice of Law; Venue This Agreement will be
<br /> Agreement if Client suspends Consultant's work for more than construed in accordance with and governed by the laws of the
<br /> 60 days and Client will pay Consultant as set forth under state in which the Project is located. Unless the parties agree
<br /> Section 17, "Termination." If Client suspends Consultant's otherwise,any mediation or other legal proceeding will occur
<br /> Services, or if Client or others delay Consultant's Services, in the state in which the Project is located.
<br /> Client and Consultant agree to equitably adjusn (I) the time 18.4. Statutes of Limitations. Any applicable statute of
<br /> for completion of the Services; and (2) Consultant's limitations will be deemed to commence turning on the earlier
<br /> compensation in accordance with Consultant's then current of the date of substantial completion of Consultant's Services
<br /> SCHEDULE OF CHARGES for the additional labor, equipment, under this Agreement or the date on which claimant knew,or
<br /> and other charges associated with maintaining its workforce should have known,of facts giving rise to its claims.
<br /> for Client's benefit during the delay or suspension,or charges
<br /> incurred by Consultant for demobilization and subsequent 19.MISCELLANEOUS
<br /> remobilization.
<br /> 16.2. Liability. Consultant is not liable to Client for any 19.1. Integration and Severability. This Agreement reflects
<br /> the entire agreement of the parties with respect to its terms and
<br /> failure to perform or delay in performance due to supersedes all prior agreements,whether written or oral.If any
<br /> limned tto, p beyond Consultant's control, including, but not portion of this Agreement is found to be void or voidable,such
<br /> limited to, pollution, contamination s, release of hazardous portion will be deemed stricken and the Agreement reformed
<br /> substances, strikes, lockouts, riots, wars, fires, flood,
<br /> explosion, "acts of God,"adverse weather conditions, acts of l as closely approximate the stricken portions as the law
<br /> a
<br /> government, labor disputes, delays in transportation or allows.
<br /> inability to obtain material and equipment in the open market. 19.2. Modification of This Agreement This Agreement
<br /> may not be modified or altered,except by a written agreement
<br /> 17.TERMINATION signed by authorized representatives of both parties and
<br /> 17.1. Termination for Convenience Consultant and Client referring specifically to this Agreement.
<br /> may terminate this Agreement for convenience upon 30 days 19.3.Notices. Any and all notices,requests,instructions,or
<br /> written notice delivered or mailed to the other party. other communications given by either party to the other must
<br /> 17.2. Termination for Cause [n the event of material be in writing and either hand delivered to the recipient or
<br /> delivered by first-class mail(postage prepaid)or express mail
<br /> breach of this Agreement, the party not breaching the (billed to sender)at the addresses
<br /> Agreement may terminate it upon 10 days written notice ( ) given in this Agreement.
<br /> delivered or mailed to the other party.The termination notice 19.4. Headings The headings used in this Agreement are
<br /> must state the basis for the termination. The Agreement may for convenience only and are not a part of this Agreement
<br /> not be terminated for cause if the breaching party cures the 19.5. Waiver. The waiver of any term,condition or breach
<br /> breach within the 10-day period. of this Agreement will not operate as a subsequent waiver of
<br /> 17.3. Payment on Termination. Following termination the same term,condition,or breach.
<br /> other than for a material breach of this Agreement by
<br /> Consultant, Client will pay Consultant for the Services End of Genera!Conditions
<br /> performed prior to the termination notice date, and for any
<br /> necessary Services and expenses incurred in connection with
<br /> the termination of the Project,including but not limited to,the
<br /> costs of completing analysis, records and reports necessary to
<br /> document job status at the time of termination and costs
<br /> associated with termination of subcontractor contracts in
<br /> GENERAL CONDMONS FOR ENVIRONMENTAL CONSULTING SERVICES Revised Nov 04
<br /> C 2004 All Rights Reserved Page GC-5 of 5
<br /> BSK
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