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<br />Woodward-Clyde
<br />Consultants
<br />
<br />Client shall correctly show, on plans to be furnished to WCC, the location of subsurface structures,
<br />such as pipes, tanks, cables and utilities. If the Services require WCC to investigate the location of such
<br />underground structures, then, consistent with the agreed upon scope of such investigation, WCC shall be
<br />obligated to perform the investigation in accordance with teasonable standards of care. WCC shall not be
<br />responsible fot damage to underground structures which occurs despite the use of such care.
<br />
<br />Client shall provide WCC, in writing, all criteria, design and construction standards, and all other
<br />information relating to Client's tequirements for the project.
<br />
<br />Client shall give WCC prompt written notice of any suspected defect in the Services.
<br />
<br />Client, with reasonable promptness, shall provide required approvals and decisions.
<br />
<br />ARTICLE XIV
<br />DELAYS
<br />
<br />In the event that WCC field or technical work is interrupted due to causes outside of its control,
<br />WCC shall be equitably compensated for the additional labor, equipment, and other costs (in accordance
<br />with WCe's current Schedule of Fees and Charges) associated with maintaining its work force and
<br />equipment available during the interruption, Ot at the option of Client, for such similar charges that are to
<br />be incurred by WCC for demobilization and subsequent remobilizatio.n. In no event shall WCC be required
<br />to maintain a field fotce in standby status in the field for a period in excess of five (5) calendar days.
<br />
<br />Except for the foregoing provision, neither party shall hold the other responsible for damages or
<br />delays in performance caused by force majeure, acts of God, or other events beyond the control of the other
<br />party or that could not have been reasonably foreseen and prevented. For this purpose, such acts Ot events
<br />shall include, but not be limited to, unusual weather affecting performance of Services, floods, epidemics,
<br />war, riots, strikes, lockouts or other industrial disturbances, ptotest demonstrations, unanticipated site
<br />conditions, and inability, with reasonable diligence, to supply personnel, equipment or material for the
<br />Services. Should such acts or events occur, both parties shall use their best efforts to overcome the
<br />difficulties arising and to resume as soon as reasonably possible the normal pursuit of the Services. Delays
<br />within the scope of this Article which cumulatively exceed forty-five (45) days shall, at the option of either
<br />party, make this Agreement subject to termination for convenience or to renegotiation.
<br />
<br />ARTICLE XV
<br />SUSPENSION OF WORK
<br />
<br />Client may, at any time, by ten (10) days written notice, suspend performance by WCC. If payment
<br />of invoices by Client is not maintained on a thirty (30) day current basis, WCC may, by ten (10) day written
<br />notice to Client, suspend further petformance until such payment is restored to a current basis. Suspension
<br />fot any reason exceeding forty-five (45) days shall, at the option of WCe, make this. Agreement subject to
<br />termination or to renegotiation. All suspensions shall extend the time schedule for performance in a
<br />mutually satisfactory manner, and WCC shall be paid for the Services performed and charges prior to the
<br />suspension date plus suspension charges, Suspension charges shall include, without limitation, the putting
<br />of documents and analyses in order, personnel and eqnipment rescheduling or reassignment adjustments,
<br />and all other related charges incurred directly attributable to suspension.
<br />
<br />ARTICLE XVI
<br />TERMINATION
<br />
<br />Client may terminate all or any portion of the Services for convenience, at its option, by sending
<br />a written Notice of Termination to WCC. WCC may similarly terminate for convenience in the event of
<br />delays or suspensions exceeding forty-five (45) days as provided in the foregoing Articles. The Notice of
<br />Termination shall specify when and which work will be discontinued and when termination shall be effective.
<br />Not later than thirty (30) days after termination, Client shall pay WCC upon invoice for the Services
<br />
<br />92D2Z7PIP2ZJ.CNT 06-2A-92{9:33pm)jPROIS4
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