SITE INFORMATION AND CORRESPONDENCE

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WESTON GENERALTEWSAND CONDMONSI( ued) 7. (A)Termination For Default, Upon notification of termination or suspension,WESTON will prepare Either Party (Terminating Parry) may terminate this Agreement, in a memorandum of orderly transfar,which will advise CLIENT ofthe steps writing,if the other parry(Breaching Party)fails to faM its obligations necessary to shut down the jobsita and the anticipetad data of transfer o: under the Agreement(breaches)through no fault of the Terminating Party, responsibility to CLIENT. In sucb event the Terminating Parry may,after giving the Breeching Parry Upon completion of these steps,WESTON will provide notification to an oppornmiry to cure in accordance with provisions of this Article,declare CLIENT of the effective date of transfer,and,by so doing,will e8activel the Breaching Parry in default by issuing a Declaration of Default and transferrespousiuiliry for the Work and Site to CLIENT- CLIENT agrees terminate the Agreement for cause. prior to such Declaration of Default,the to accept all responsibility for the Work and Site,including but not'united Terminating Patty shall advise the Breaching Parry that a Declaration of to continued maintenance and protection of the Work and Site in accordance Default is imminent by sending a written notice (Notice of Imminent with ala federal,state,and local laws and regulations. Default)including a description of the conditions constituting breach of the In the event of CLIENT's termination or suspension of Work undertb's Agreement and providing the Breaching Party a period of time of not less Agreement, whether for the Convenience of CLIENT or for Default. than Iva(S)days and notmorethin twenty(20)days within whichtocorrem =NT such conditions. Per purposes of ibis Article"days"means business days. the fullest extent permitted by Jaw,CLIENT shall indemnify,hold humins In the event that the Breaching Pam does not correct such conditions and defend WESTON and its agents and employees from and against any contained in the Notice of Imminent Default within the designated period of and ail claims,damages and expenses,including but not limited to atomeys' time,the Terminating Parry may issue a Declaration of Default and terminate fees, arising out of or resulting from Site maintenance, protection and the Agreement.Disputes arising tinder this Article,including final payment operation following the Transfer of responsibility in accordance wit]:this To WESTON ifunresolved,shall be resolved in accordance with Article 19 Article. hereof. 8. Standard of Care. Whet; WESTON serves as the professional (B) Termination/Suspension for Convenience of CLIENT. The reprtsentative,ofCLIENT orprovides any Professional service toCLIENT performance of Work under this Agxeementmay be terminated or suspe❑ded under any Agreement,WESTON will provide professional advice,consut- byCLIENT inaccordance mth this Article 7(B)when CLIENT determines ration and services to CLIENT in accordance with generally accepted that such termination or suspension is in CLIENT's her interests.Any such professional standards as applied To similar projects performed under similar termination or suspension shall be instituted by delivery to WESTON of a coaditioas prevailing in the community at the time suchadvicc,consultation whose Notice of Termination or Suspension for Convenience specifying and/or services art rendered. that the Agreement is being temtinated or suspended for the convenience of 9. No Warranty/Gtsatmtea Estimates of cost,approvals,=ammen- CLIENT and directing WESTON to cease the performance of services datings, opinions and decisiotm by WESTON ate made on the basis of under the Agreement upon the date of WESTON'a receipt of such notifies- WESTON's experience,qualifications and professional judgment and are tion(the"Effective Date"). After receipt of the Notice of Tarou ation or not to be consorted es warranties or guarantees. WESTON MARES NO Suspension for the Convenience of CLIENT or Termination for Default, WARRANTY OR GUARANTEE,EXPRESSED OR MMLIED,EX. WESTON shall upon the Effective Date cease performing services under CEPT AS SET FORTH IN ARTICII:g ABOVE,REGARDING THE the Agreement and as soon as practicable thereafter.WESTON shall: WORK TO BE PROVIDED UNDER THIS AGREVAENT. (1) Terminsic or suspend all orders and subcontracts to the extent that 10. SarardottsMatarlals. CLIENTracegoirrsthe when itisknown, they relate to the performance of the Work terminated or suspended by the assumed or suspected that hazardous materials exist on or beneath the Nodes of Termination or Suspension for Convenience, strtface of the site of the Project or within any structure thereon, certain. (2) Assign to CLIENT all of WESTON's right,title and interest under sampling materials or residues,such as drib cuttings and drilling fluids m the orders and subcontracts so terminated or suspended. asbestos removed for sampling, should be handled as if hazardous or (3) Transfer to CLIENT(and CLIENT will accept responsibility for) contaminated. Accordingly wbec sampling is included in the scope of dispositimof all outstanding liabilities and all unrasolved claims arising out services and when determined by WESTON in its sok and exclusive of termination or suspension of orders and subcontracts incident to such judgmentto benaeessary based on WESTON's assessment of the degteeof termination or suspension and CLIENT will release, indemnify, hold contamination,hazard and rsk, WESTON will promptly inform CLIENT harmless and defend WESTON from all such liabilities and claims includ- that containetizadon and labeling of wastes or residues will be performed. ing attorneys'fees. WESTON will appropriately contain and label such tuaterials and will leave (4) Transfer the responsibility for site management from WESTON to the containers on site for proper,lawful removal,transport and disposal by MINT in accordance with Article 7(C)hereof. CLIENT, C=NT waives any claim against'VNIMON and agrees to (S)SubmittoCLIENT and CLIENT shall pay WESTON's termination indemnify,defend and hold WESTON harmless from any claim or liability or suspension invoice including,with respect to Work performed prior to the for injury or loss which may arise as a result of the drill cuttings,drilling Effective Date of the Notice of Termination orSuspnnsionforConvenience, fuids or other assumedly hazardous materials being left on the site of the the total of: PM=t after containerization by WESTON. It is WESTON's established (a) The cost and fees associated with such Work; policy not to accept tide to hazardous materials and to neither store such (b) The cost of settling and paying claims arising out of the tamima- materials nor contract To store such materials. don or suspension of Work under suhrontracts or purchase orders; 11. Insurance. WESTON agrees to maiutatn at its own asperse, (e) Reasonable demobilization costa; Workers Compensation, Commercial General Liability, AutomobL'e (d) A reasonable allowance for profit with reapw.to paragraph 7(B) Liability,and Professional Liability insurances as follows: above;sad Types of Insurance Limits of IJa,,u (e) All coats incurred under Article 7(C)below. Worker's Compensation iota;- orkM$Compansanon (C) Orderly Transfer of Responaibfllty. To the extent the Work Employer's Li!NDity 51.000.000 Emolover's 1-tahi)1N involves WESTON directed activity on site and the Work is terminated or Commercial General suspended,whether for Convenience of CLIENT or for Default,the Partes Liability 53,000000 euh occurrence hereto understand and agree that certain steps (hereinafter referred to as Automobile e ty 1,000,000 each accident or loss "orderly transfer")must be taken to address the impact of the termination or Combined Bodily Injury All Vehicles covered suspension. CLIENT agrees that all eons of such orderly transfer w01 be and Proper Damase Hired cars end aonowned smos borne by CLI&1T. Profesaional Liability $1,000,000 per single ;Fran and Omissions) clairty aggregate Page 2 of 4