WM0401463_Permit application attachment 2_20230725

PROFESSIONAL SERVICES AGREEMENT
In Reference to Pro osal #23-224
I. SERVICES. Geological Resources, Inc. ("GRI") proposes to perform the services for the
undersigned client ("CLIENT") at the fees and costs set forth in the scope of services and cost
proposal attached hereto and incorporated herein by reference (the "Services"). GRI represents and
warrants that the Services will be performed in a manner consistent with customary industry
standards. No other representation, warranty, or guaranty, expressed or implied, is intended.
II. FEES. GRI reserves the right to revise its fee schedule subject to thirty (30) days written
notice. In the event GRI revises its fee schedule, CLIENT shall have fifteen (15) days from receipt of
notice of the revision to determine whether to terminate this Agreement. Any revision to the
Services shall be pursuant to a written change order agreed to in advance by CLIENT and made a part
of this Agreement.
III. CONFIDENTIALITY, The Services are solely for the benefit of CLIENT. This Agreement shall
not be construed as creating any contractual relationship of any kind between GRI and any third
party. The information and materials provided by GRI to CLIENT in connection with the Services shall
be utilized by CLIENT only for the purposes contemplated by this Agreement, and shall not be
provided by CLIENT to third parties without the prior written consent of GRI, except that GRI agrees
that information and materials provided by GRI to CLIENT may, if required, be provided to and used
by governmental regulatory agencies, CLIENT's attorneys, and pursuant to any valid court order. GRI
agrees that all reports and other documents prepared for CLIENT pursuant to this Agreement are the
property of CLIENT. GRI also agrees that it will not disclose to any third party any documents,
reports, laboratory data or other information generated, created or produced for CLIENT pursuant to
this Agreement unless required by law, pursuant to a valid court order, or upon written instruction of
CLIENT.
IV. CLIENT DISCLOSURES. CLIENT shall notify GRI of any known or suspected hazardous
substances or conditions on the property upon which the Services are to be performed which in
anyway relate to or affect the Services and GRI shall have the right to rely on the accuracy of such
CLIENT -furnished information. Thereafter, GRI shall take all reasonably necessary and appropriate
measures to protect its employees, agents and subcontractors against such possible hazards and to
prevent adverse impacts to the environment. The cost of such measures shall constitute a revision
to the Services and shall be managed in accordance with Section 11 of this Agreement.
V. RIGHT OF ENTRY. GRI is to have free access to the applicable properties at the times and on
the dates Services are scheduled. Delays to GRI are subject to waiting time charges to the extent
such delays are caused by CLIENT or its employees, contractors or agents. GRI shall take reasonable
and customary precautions to prevent damage to CLIENT's property. CLIENT understands that the
discovery of certain hazardous substances and conditions and/or the taking of preventive measures
relative to these substances and conditions may result in a reduction of the value of the property
upon which the substance or condition is found to exist or on which the preventative measures are
taken. ' Accordingly, CLIENT waives any claim against GRI and its subcontractors and agrees to
defend, indemnify and hold GRI and its subcontractors harmless from any claim based upon the
diminished value of real property allegedly arising from the discovery of a hazardous substance or
condition or the taking of a preventive measure, unless such claim is based upon GRI's gross
negligence.
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VI. INDEMNIFICATION. GRI will defend, indemnify and hold harmless CLIENT and its
representatives, agents, employees and successors and assigns from and against any and all claims,
suits, actions, losses, penalties, fines and damages of any nature whatsoever, including reasonable
attorney's fees, expert witness fees, consultant fees and court costs (collectively "Legal Claims and
Costs") arising or resulting from (1) GRI's breach of this Agreement; and/or (2) GRI's negligence or
intentional misconduct. In addition to the specific provisions set forth above, CLIENT will defend,
indemnify and hold harmless GRI and its representatives, agents, employees and successors and
assigns from and against any and all Legal Claims and Costs arising or resulting from (1) CLIENT's
breach of this Agreement; and/or (2) CLIENT's negligence or intentional misconduct, and (3) the
existence of any hazardous substance or condition at any site(s) where Services are performed,
unless the negligent conduct of GRI exacerbates and causes the spread of such hazardous
substance(s) or the development of such hazardous condition.
VII. PAYMENT TERMS CLIENT agrees to be responsible for all charges as set forth in Proposal
#23-224. The work outlined in Proposal #23-224 will be payable by the CLIENT in the following
manner:
A. An initial reimbursement claim for previous costs incurred for this site has been submitted to the
North Carolina LUST Trust Fund (NCLUSTTF). The initial claim for $5,624.50 was submitted to
NCLUSTTF and applied to the site $20,000 deductible, leaving the deductible balance of
$14,375.50 to be paid by client before costs for this proposal can be submitted to the
NCDEQ for reimbursement. Additionally, the non -reimbursable cost of $400.00 must be
paid. The total amount to be paid by CLIENT is $14,775.50.
B.
C. With the expectation that the initial deductible will be met by the claim submitted for costs
related to this scope of work, GRI will wait for payment from CLIENT for the remaining
unpaid GRI reimbursable costs beyond the deductible amounts, associated with Proposal
##23-224 until the NCLUSTTF has reimbursed CLIENT these costs. In order to wait for the
reimbursement, after all tasks related to Proposal #23-224 are complete, GRI will submit a
co -pay reimbursement package to the NCLUSTTF for those tasks and approved in any
NCLUSTTF's task authorizations. Upon receipt of the NCLUSTTF reimbursement check,
CLIENT will endorse the check and send it to GRI within 1 one business day of receiving the
reimbursement. Additionally, as GRI completes the reimbursement package, CLIENT is
required to sign the appropriate documents as requested.
D. If the circumstances outlined in section VII A and B do not occur, the CLIENT is responsible for
payment of all costs associated with Proposal #23-224 and any approved change orders, in
full, upon receipt of invoice. Payments not received within 30 days of invoice date are
subject to a finance charge of 1.5% per month (18% annually).
Vlll. COMPLETE AGREEMENT. This Agreement, along with its attachments, including the GRI
Proposal #23-224 incorporates all of the provisions and contemporaneous discussions,
representations, understandings, and agreements between the parties with respect to the subject
matter of this Agreement. The terms and conditions expressed in this Agreement shall not be
altered except in writing, signed by both parties.
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IX. APPLICABLE LAW. This Agreement is governed by, and will be construed in accordance with
the laws of the state where such property is located.
Executed as of the latest date set forth below.
GRI:
GEOLOGICAL RESOURCES, INC.
By:
Date:- 04/25/2023
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CLIENT:
RUSHER OIL COMPANY, INC.
[Rushco #8, Salisbury, NC}
B
Date: