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WESTON GENERAL TERMS AND CONDMONS(continued)
<br /> 7. (A)Termination For Default. Upon notification of termination or suspension,WESTON will prepare
<br /> Either Party (Terminating Party) may terminate this Agreement, in a memorandum of orderly transfer,which will advise CLIENT of the steps
<br /> writing,if the other party(Breaching Party)fails to fulfill its obligations necessary to shut down the jobsite and the anticipated date of transfer of
<br /> under the Agreement(breaches)through no fault of the Terminating Party, responsibility to CLIENT.
<br /> In such event the Terminating Parry may,after giving the Breaching Party Upon completion of these steps,WESTON will provide notification to
<br /> an opportunity to cure in accordance with provisions of this Article,declare CLIENT of the effective date of transfer,and by so doing,will effectively
<br /> the Breaching Party in default by issuing a Declaration of Default and transfer responsibility for the Work and Site to CLIENT. CLIENT agrees
<br /> terminate the Agreement for cause.Prior to such Declaration of Default,the to accept all responsibility for the Work and Site,including but not limited
<br /> Terminating Party shall advise the Breaching Parry that a Declaration of to continued maintenance and protection of the Work and Site in accordance
<br /> Default is imminent by sending a written notice (Notice of Imminent with all federal,state,and local laws and regulations.
<br /> Default)including a description of the conditions constituting breach of the In the eventof CLIENT's termination or suspension of Work underthis
<br /> Agreement and providing the Breaching Party a period of time of not less Agreement, whether for the Convenience of CLIENT or for Default,
<br /> than five(5)days and not more than twenty(20)days within which to correct CLIENT accepts responsibility for continuing operations on the Site and to
<br /> such conditions. For purposes of this Article"days"means business days. the fullest extent permitted by law,CLIENT shall indemnify,hold harmless
<br /> In the event that the Breaching Party does not correct such conditions and defend WESTON and its agents and employees from and against any
<br /> contained in the Notice of Imminent Default within the designated period of and all claims,damages and expenses,including but not limited to attorneys'
<br /> time,the Terminating Party may issue a Declaration of Default and terminate fees, arising out of or resulting from Site maintenance, protection and
<br /> the Agreement.Disputes arising under this Article,including final payment operation following the transfer of responsibility in accordance with this
<br /> to WESTON if unresolved,shall be resolved in accordance with Article 19 Article.
<br /> hereof. 8. Standard of Care. When WESTON serves as the professional
<br /> (B) Termination/Suspension for Convenience of CLIENT. The representative of CLIENT orprovides anyprofessional service to CLIENT
<br /> performance of Work under this Agreement may be terminated orsuspended under any Agreement,WESTON will provide professional advice,consul-
<br /> by CLIENT in accordance with this Article 7(B)when CLIENT determines talion and services to CLIENT in accordance with generally accepted
<br /> that such termination or suspension is in CLIENT's best interests.Any such professional standards as applied to similar projects performed under similar
<br /> termination or suspension shall be instituted by delivery to WESTON of a condi tions prevailing in the community at the time such advice,consultation
<br /> written Notice of Termination or Suspension for Convenience specifying and/or services are rendered.
<br /> that the Agreement is being terminated or suspended for the convenience of 9. No Warranty/Guarantee. Estimates of cost,approvals,recommen-
<br /> CLIENT and directing WESTON to cease the performance of services dations, opinions and decisions by WESTON are made on the basis of
<br /> under the Agreement upon the date of WESTON's receipt of such notifica- WESTON's experience,qualifications and professional judgment and are
<br /> tion(the"Effective Date"). After receipt of the Notice of Termination or not to be construed as warranties or guarantees. WESTON MAKES NO
<br /> Suspension for the Convenience of CLIENT or Termination for Default, WARRANTY OR GUARANTEE,EXPRESSED OR IMPLIED,EX-
<br /> WESTON shall upon the Effective Date cease perfomang services under CEPT AS SET FORTH IN ARTICLE 8 ABOVE,REGARDING THE
<br /> the Agreement and as soon as practicable thereafter,WESTON shall: WORK TO BE PROVIDED UNDER THIS AGREEMENT.
<br /> (1) Terminate or suspend all orders and subcontracts to the extent that 10. Hazardous Materials. CLIENT recognizes that when it is known,
<br /> they relate to the performance of the Work terminated or suspended by the assumed or suspected that hazardous materials exist on or beneath the
<br /> Notice of Termination or Suspension for Convenience. surface of the site of the Project or within any structure thereon,certain
<br /> (2) Assign to CLIENT all of WESTON's right,title and interest under sampling materials or residues,such as drill cuttings and drilling fluids or
<br /> the orders and subcontracts so terminated or suspended. asbestos removed for sampling, should be handled as if hazardous or
<br /> (3) Transfer to CLIENT(and CLIENT will accept responsibility for) contaminated. Accordingly when sampling is included in the scope of
<br /> disposition of all outstanding liabilities and all unresolved claims arising out services and when determined by WESTON in its sole and exclusive
<br /> of termination or suspension of orders and subcontracts incident to such judgment to be necessary based on WESTON's assessment of the degree of
<br /> termination or suspension and CLIENT will release, indemnify, hold contamination,hazard and risk, WESTON will promptly inform CLIENT
<br /> harmless and defend WESTON from all such liabilities and claims includ- that containerization and labeling of wastes or residues will be performed.
<br /> ing attorneys'fees. WESTON will appropriately contain and label such materials and will leave
<br /> (4) Transfer the responsibility for site management from WESTON to the containers on site for proper,lawful removal,transport and disposal by
<br /> CLIENT in accordance with Article 7(C)hereof. CLIENT. CLIENT waives any claim against WESTON and agrees to
<br /> (5)Submitto CLIENT and CLIENT shall pay WESTON's termination indemnify,defend and hold WESTON harmless from any claim or liability
<br /> or suspension invoice including,with respectto Work performedprior to the for injury or loss which may arise as a result of the drill cuttings,drilling
<br /> Effective Date of the Notice of Termination or Suspension for Convenience, fluids or other assumedly hazardous materials being left on the site of the
<br /> the total of: Project after containerization by WESTON. It is WESTON's established
<br /> (a) The cost and fees associated with such Work; policy not to accept title to hazardous materials and to neither store such
<br /> (b) The cost of settling and paying claims arising out of the termina- materials nor contract to store such materials.
<br /> tion or suspension of Work under subcontracts or purchase orders; I I. Insurance. WESTON agrees to maintain at its own expense,
<br /> (c) Reasonable demobilization costs; Worker's Compensation, Commercial General Liability, Automobile
<br /> (d) A reasonable allowance for profit with respect to paragraph 7(B) Liability,and Professional Liability insurances as follows:
<br /> above;and
<br /> Types of Insurance Limits of Liability
<br /> (e) All costs incurred under Article 7(C)below. Worker's Compensation Statutory Worker's Compensation
<br /> (C) Ordedy Transfer of Responsibility. To the extent the Work Employer's Liability $1,000,000 Employer's Liability
<br /> involves WESTON directed activity on site and the Work is terminated or Commercial General
<br /> suspended whether for Convenience of CLIENT or for Default,the Parties Liability $1,000,000 each occurrence
<br /> hereto understand and agree that certain steps (hereinafter referred to as Automobile Liability $1,000,000 each accident or loss
<br /> "orderly transfer")must be taken to address the impact of the termination or Combined Bodily Injury All Vehicles covered
<br /> suspension. CLIENT agrees that all costs of such orderly transfer will be and Property Damage Hired cars and non-owned autos
<br /> home by CLIENT. Professional Liability $1,000,000 per single
<br /> (Errors and Omiss`' ) clairrlaggregate
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