Attached files
August 3,
2009
Dr.
Surajiet Khanna
Chairman
BARD,
LLC
1167
Bridge Street
Philadelphia,
PA 19124
SUBJECT: Algae
Oil Pilot System Project Milestone Breakdown and Proposal for
Phase
1 Services
Dear Dr.
Khanna:
Tetra
Tech EC, Inc. (TtEC) appreciates the opportunity to submit this Project
Milestone Breakdown and a Proposal for Phase 1 Services for BARD LLC's (BARD)
Algae Oil Pilot System. TtEC is very pleased to be considered a part of BARD's
team for this project.
Pursuant
to your request, this document serves two purposes. The first is that TtEC has
provided a suggested Phased approach for the design and setup of the Algae Oil
Pilot System. As you will see, TtEC has provided descriptions of work that we
believe to be appropriate for each Phase and an approximate cost and schedule
associated with those Phases.
The
second purpose for this document is to present our Proposal to execute Phase 1
(Project Start-up) of BARD's Algae Oil Pilot System. The discussion provided
below presents the tasks we will perform as part of Phase 1 and our firm fixed
price and schedule for performing this work. If acceptable, TtEC asks that BARD
signs the authorization to proceed found as Attachment A to this document and
TtEC's Terms and Conditions provided as Attachment B of this
document.
In
summary, this Proposal provides a detailed Scope of Work, Schedule, and Cost for
Phase 1 of the project and a more general discussion on anticipated future
Phases needed to complete the project.
Proposed
Overall Project Approach
The
recommended overall approach to the project envisions one contractor being
responsible for the engineering/design, equipment procurement, and
installation/setup related to the pilot system including civil site work,
electrical, and balance of plant and process equipment. The project would be
completed in five primary Phases: 1) Project Start-Up; 2) Preliminary Design; 3)
Pre-Final Design; 4) Final Design; and 5) System Setup/Installation and Start-Up
Phase.
As the
design and functionality of the project is evolving, TtEC believes it is in
BARD's best interests to perform the work required to design and setup the pilot
process system on a fixed price basis per discrete Phase of work. This will help
control costs because it will result in more definitive estimates of the
remaining project Phases. It will also provide BARD and its
investors
Bucks
Town Corporate Campus, 820 Town Center Drive, Suite 100, Langhorne, PA
19047-1748
Tel 215.702.4000 Fax 215.702.4045
www.tteci.com
Dr.
Surajiet Khanna
August 3,
2009
Page
2
every
opportunity to participate and provide direction in the execution of the project
as it develops. At the end of each Phase, TtEC will submit a summary of
activities completed and an outline of tasks for the upcoming Phase. Following
BARD's review and concurrence of the upcoming Phase's Scope, Schedule, and Cost,
and receipt of full payment TtEC will proceed with that Phase.
The work
that would need to be performed under each of these Phases is presented in the
following paragraphs.
PROJECT
MILESTONE BREAKDOWN Phase 1 - Project
Start-Up
To
initiate the BARD Algae Oil Pilot System Project, TtEC will host a Kick-Off
Meeting with BARD and TtEC staff. At this meeting, BARD will provide TtEC with
the various reference and design documents that have previously been prepared by
BARD and all other sources. This would include technical specifications,
equipment cut sheets, design drawings, and other such items. Following the
meeting, TtEC will complete the other tasks in Phase 1.
1. The
full list of the tasks included in Phase 1 is as follows:
■
Kick-Off Meeting
o Includes
TtEC Project Manger and Project Engineer, and BARD representatives
as they see fit. Meeting to be held at TtEC's Langhorne, PA office and
anticipated to last approximately 4 hours
■ Due
Diligence of BARD Documents
o Review
hard copy and electronic documents that BARD provides
■ Site
Visit for TtEC design team
o TtEC
Project Manger, Project Engineer, Mechanical Engineer and Electrical Engineer
will visit site to determine best way to lay out the Pilot System. TtEC
anticipates needing 4 hours on-site to take pictures and notes of the area where
the Pilot System will be built
■ Develop
Design Criteria Document (DCD)
o Include
process/flow related items at this point
■ Develop
Preliminary Process Flow Diagrams
o TtEC
will prepare one or two diagrams using AutoCAD showing the anticipated major
pieces of process equipment and vessels
■ Develop
Preliminary Mass Balance
o TtEC
will develop preliminary Mass Balance for the system including process vessels
■ Prepare
Outline for Phase 2
o TtEC
will prepare a Letter type document outlining the various pertinent items for
Phase 2 of this project. This includes:
■ Scope of
Work for Phase 2
■ Schedule
of Work for Phase 2
■ Estimated
Cost of Phase 2
Dr.
Surajiet Khanna
August 3,
2009
Page
3
The
Deliverables associated with Phase 1 are the following:
• DCD for
BARD approval
• Summary
of TtEC's proposed Phase 2 tasks including schedule and price to execute Phase
2
• Preliminary
Process Flow Diagrams in electronic and hard copy format
o TtEC
will use AutoCAD to develop the sheets and provide PDF copies to BARD for their
review. Three hard copy print outs on 11"x17" paper will be
provided
• Preliminary
Mass Balance
o TtEC will
match the Mass Balance to the Process Flow Diagram
• Summary
of work completed during Phase 1
TtEC
budgets $30,000 for this Phase and will execute the work in 20 business days
from Notice to Proceed.
Phase
1 - Project
Start-Up.....................................................................................................................$30,000
(firm fixed price)
Shown
below is the general outline of the tasks that are recommended to be performed
in the subsequent Phases to complete design and set-up of the Algae Oil Pilot
System. The descriptions of these Phases will be expanded upon in greater detail
as each prior Phase of the project is completed.
Phase 2 - Preliminary
Design
Following
the successful completion of Phase 1 of this project and with BARD's concurrence
of the Scope of Phase 2, TtEC anticipates the following activities:
• Receive
comments from BARD and finalize Process Flow Diagrams
• Receive
comments from BARD and finalize Mass Balance
• Develop
Preliminary (approximately 60%) Design
The
Preliminary Design would be developed by TtEC in connection with BARD and the
applicable significant equipment suppliers and will follow the strict guidelines
and procedures established by TtEC for the preparation of its design projects.
The Preliminary Design will consist of the following components:
Design Criteria Document: This
document outlines the design inputs, codes, standards and other such related
basis needed for a successful design package. The DCD developed in Phase 1 will
be developed further in Phase 2 to include civil, structural, electrical and
other such disciplines.
Calculations: Calculations
will be prepared for major components and piping based on drawings.
Dr.
Surajiet Khanna
August 3,
2009
Page
4
Drawings: TtEC will produce
design drawings for the Pilot System. During the project, a complete design
package will be prepared to allow development of a system installation. The
drawings will include, as necessary, civil, structural, electrical, mechanical,
process and architectural disciplines.
Control Strategy: TtEC will
work with BARD to determine the level of instrumentation and control strategy
necessary to be used for the Pilot System. This will include data acquisition
and collection requirements, level of automation and anticipated manpower
requirements to operate the facility. Following this, an appropriate pilot
system Control Strategy and Equipment List will be developed. It should be noted
that the goal of the pilot system is to obtain sufficient data for BARD to make
a determination on the viability of a full-scale process facility. As such, the
control strategy for the pilot system will be developed to gather this type of
data, and will not be the type of system that would be designed for a full-scale
process facility.
• Identification
of required permits and completion of permit applications if
necessary.
At the
end of Phase 2, TtEC will submit its Preliminary Design Package (updated DCD,
Drawings, and Specifications) to BARD for review. TtEC will also submit an
outline for Phase 3 with associated estimated schedule and cost.
Phase 3 - Pre-Final
Design
Following
the successful completion of Phase 2 of this project and with BARD's concurrence
of the Scope of Phase 3, TtEC anticipates the following activities:
• Receive
comments from BARD
• Develop
Pre-Final Design (90%)
During
this Phase, the design will be advanced from 60% to 90% and most outstanding
issues will be resolved.
Phase 4 - Final
Design
Following
submission of the Pre-Final Design, TtEC will meet with BARD for a review
meeting. Based on the comments provided by BARD on the Pre-Final Design, TtEC
will prepare a Final Design and provide pricing for the Pilot System
set-up/installation. This cost package would identify the major system
components and major completion milestones that relate to the project schedule
and anticipated level of quality for the facility.
Upon
BARD's approval of the final design and the price for system installation and
setup, it is expected for BARD to issue a Notice to Proceed for System
Set-up/Installation and Startup Phase of the Project.
Following
approval of the Final Design, TtEC will prepare Request for Proposals/Quotations
that include Vendor Statements of Work and Price Forms. These Bid Packages will
be released to the identified potential suppliers of equipment and installation
services for this project.
Dr.
Surajiet Khanna
August 3,
2009
Page
5
Generally,
the following balance of plant bid packages are developed and issued for bid
by
TtEC:
o Balance
of Plant Tanks
o Process
Pump(s)
o Mechanical
Installation
o Electrical/Control
System Installation
o Concrete
Installation, if required
Phase 5 - System Setup/Installation
and Start-Up Phase
It is
assumed that TtEC would provide services for the setup and installation of the
pilot system. TtEC will be on-site and oversee all aspects of installation
including, but not limited to, coordination of subcontractor activities,
interaction with local government representatives (as necessary), start-up
operation and equipment checkout.
MILESTONE
BREAKDOWN PRICING AND SCHEDULE (Phases 2 through 5)
Tetra
Tech estimates that the engineering Phases of this project (Phases 2 to 4) will
cost between $75,000 and $125,000 and take between 8 and 12 weeks to complete.
Tetra Tech anticipates that Phase 5 of this project will cost between $150,000
and $250,000 including equipment purchases and take between 12 and 16 weeks to
complete. The cost and schedule estimates are based on our experience with
similar projects and are meant to be a guide or reference to the scale of the
effort required to perform the requisite services.
In
summary, TtEC has extensive experience in the design engineering process,
procurement of equipment and materials, and system installation; and has
well-documented procedures to ensure that the engineering, procurement and
installation of a pilot system is accurate, compliant and complete. This is an
essential philosophy when designing, installing, operating and maintaining a
safe and productive system, while minimizing risks and liabilities to TtEC and
our clients. TtEC looks forward to further discussing the partnership between
TtEC and BARD for engineering, procurement and installation of your Pilot System
as well as any other projects which BARD would like TtEC to provide
assistance.
If you
are in acceptance of this Proposal for Phase 1 activities please sign the
attached Authorization to Proceed, Terms and Conditions and provide payment for
Phase 1 of the project.
Please do
not hesitate to contact either Jonathan Dziekan at (215) 702-4023 or me at (215)
702- 4001 with any questions.
Sincerely
,/s/Jeffrey Otto, PE
Jeffrey
Otto, PE
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cc: Jonathan
Dziekan
Dave DiCesare
|
Dr.
Surajiet Khanna
August 3,
2009
Page
6
ATTACHMENT
A
Authorization to
Proceed
Signatures
below indicate TtEC has authorization to proceed with Phase 1 of this project.
The cost associated with this scope is $30,000.
| Tetra Tech EC, Inc. | BARD, LLC | |||
 |
8/3/09 | |||
| Signature | Date | Signature | Date | |
| Jeffrey Otto, Langhorne Operations | ||||
| Printed Name | Printed Name |
Dr.
Surajiet Khanna
August 3,
2009
Page
7
ATTACHMENT
B
TERMS AND
CONDITIONS
TETRA
TECH EC, INC.
TERMS
AND CONDITIONS
ENVIRONMENTAL
REMEDIATION AND RELATED SERVICES
1. DEFINITIONS
AND CONTRACT FORMATION.
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(a)
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"Client" shall mean the person
or entity identified in the Tetra Tech EC, Inc. "TtEC" Proposal for whom
Services are to be
performed.
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(b)
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"TtEC" shall mean the Tetra
Tech EC, Inc..
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(c)
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"Client Order" shall
mean the purchase order, request, authorization or other notification, and
additions or modifications thereto whereby Client indicates its desire
that TtEC furnish Services.
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(d)
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"TtEC Proposal" shall
mean these terms and conditions and the letter, proposal, quotation, or
other notification, including any response to the Client Order, wherein
TtEC offers to furnish Services.
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(e)
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"Services" shall mean
the Services of TtEC personnel described in the TtEC Proposal or Client
Order and any other Services as may be added to, or performed in
connection with, the Contract provided, however, that TtEC shall have no
responsibility as a generator, operator, transporter, disposer or arranger
of the transportation and/or disposal of Hazardous Substances as defined
in Article 7 below.
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(f)
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"Contract" shall mean
these Terms and Conditions and the TtEC Proposal, and shall include, only
to the extent not inconsistent with any aspect of the TtEC Proposal and
these Terms and Conditions, the provisions of the Client Order. Upon
execution by Client or commencement of Services at Client's request,
TtEC's Proposal and these Terms and Conditions shall constitute a binding
Contract and govern exclusively any Services
provided.
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2. COMPENSATION. Unless otherwise
specified in the TtEC Proposal, TtEC shall be compensated as follows: (a) Client
shall pay TtEC at TtEC's customary rates applicable to the personnel and for the
time actually engaged in supplying Services. Such rates are subject to
adjustment periodically; (b) Client shall also reimburse TtEC at cost plus
fifteen percent (15%) for its expenses, including travel, living, and incidental
expenses allowed to personnel while engaged in performance of Services away from
TtEC's offices, cost of reproduction, telegraph and telephone, and other
out-of-pocket expenses as may be necessary in performing Services.
Subcontractors, consultants, etc. will be billed at cost plus fifteen (15%). Use
of computer, word processing equipment, and other equipment, if required, will
be invoiced at TtEC's customary rates. Should nonexempt personnel be required to
work overtime, such personnel will receive overtime compensation, the premium
portion of which will also be billed to Client at TtEC's cost. TtEC's invoices
are rendered monthly and are payable upon receipt. Interest at the rate of two
percent (2%) over prevailing prime rate shall be charged on a monthly basis on
any amounts not paid within thirty (30) days of invoice submittal. TtEC may
terminate its services if any invoice is unpaid for ninety (90) days; (c) TtEC,
its officers, employees, or consultants may be asked or required to appear as a
witness or deponent, to furnish information or data through interrogatories, or
otherwise be compelled to participate in, administrative or judicial proceedings
arising in connection with a Client's project. In that event and notwithstanding
expiration or termination or this Contract, Client shall compensate TtEC in
accordance with (a) and (b) above and reimburse TtEC for reasonable legal
expenses incurred in connection therewith, provided, however, that the
provisions of Article 5, below, shall govern in the event TtEC is found to be at
fault.
3. CONFIDENTIALITY, ACCESS TO SITE, USE
OF FACILITIES AND INFORMATION. Client shall provide TtEC with access to
facilities and information conducive to the efficient and accurate provision of
Services, including such maps, drawings, and records as are needed for the
proper conduct of the Services, and shall indicate the reliability of all
information provided. TtEC will maintain in confidence and return to Client any
information designated by Client as confidential.
4. INSURANCE. (a) During the
course of performance of the Services, TtEC will maintain the following
insurance coverages:
TYPE OF
COVERAGE AMOUNT OF
COVERAGE
Workers'
Compensation/Employers
Liability Statutory/$1,000,000
Commercial
General Liability/Excess
Liability $1,000,000/$4,000,000
Contractors
Pollution
Liability
$1,000,000
Automobile
Public Liability and Property Damage, including coverage
for
$1,000,000
all hired
or non-owned automotive equipment used in connection with
the
insured's operations.
(b) If
required, TtEC shall deliver to Client, Certificates evidencing that the above
coverages are in effect and will not be canceled or materially changed without
thirty (30) days written notice; (c) Additional Coverages: If desired, TtEC,
will on a cost-reimbursable basis, endeavor to procure other desired insurance
coverages if commercially available and applicable to the work being
performed.
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Tetra
Tech EC, Inc.
Proprietary
Information
Project
Initiation/Operations Procedure PO-3, Attachment 3
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Page 1 of
3
Version
Date 03/24/05
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5. INDEMNIFICATION. TtEC shall indemnify and save harmless Client from claims, actions and judgments arising out of bodily injury, death or damage to property of third parties to the extent caused by the negligence of TtEC, provided, however, that "Hazardous Substance Claims" as defined in Article 7, below, shall be governed by that Article.
6. WARRANTY OF SERVICES. TtEC
warrants that TtEC and its employees shall, in performing Services hereunder,
exercise the degree of skill, care and diligence consistent with customarily
accepted good practices and procedures at the time and location and for the type
of Services performed. Should TtEC fail to perform to those standards, it shall
(a) without cost to Client, reperform and correct any substandard Services; and
(b) reimburse Client for Client's direct damages or otherwise correct faulty
construction, to the extent resulting from such substandard Services. Services
involving such activities as the prediction of ecological or health impacts,
clean-up criteria, extent or degree of contamination or dispersion, air or water
movement, geologic and hydrogeologic conditions, extent of appropriate
investigation, scheduling, and cost estimating are highly sensitive to changes
in regulatory and scientific criteria, methodologies and interpretations thereof
and require the balance of diverse, often conflicting, Client business,
economic, legal and other priorities. Client acknowledges these conditions and
accepts the risk that, although TtEC may perform to the above standards, the
Client's goals or desires may nevertheless not be realized. TtEC makes no other
warranties, express or implied, with respect to its performance under this
Contract. TtEC's liability hereunder, including any for damage to or loss of
Client property, shall in no event extend beyond one year after completion of
the Services in question or exceed the amount specified in Article 8
below.
7. HAZARDOUS SUBSTANCE CLAIMS.
(a) In the event that TtEC's negligence is found, by final judicial
determination, to have caused a Hazardous Substance Claim as defined below, TtEC
shall reimburse Client for its costs and liabilities incurred under this Article
7, to the extent caused by TtEC, in an amount not to exceed that specified in
Article 8 below; (b) "Hazardous Substance Claim" shall mean any and all claims,
losses, costs, expenses, judgments, damages, and liabilities of any form or
nature including but not limited to any for personal or emotional injury, death
or damage to property arising out of or in connection with any actual,
threatened or feared release, discharge or exposure to any toxic or hazardous
waste, substance, material, or vapor, including without limitation, PCB's,
petroleum, hydrocarbons, asbestos, mixed, radioactive or nuclear wastes and any
other substance designated as hazardous or toxic under CERCLA, TSCA, RCRA or
other statute or regulation ("Hazardous Substances"); (c) Except as provided in
a. above and to the fullest extent provided in Article 9 below (i) Client shall
indemnify and hold harmless TtEC, its officers, directors, employees, agents,
and representatives from and against any and all Hazardous Substance Claims; and
(ii) Client shall defend any claim, action, or proceeding which may be brought
against TtEC, its officers, directors, employees, agents, and representatives
("Defendants") arising out of or in connection with any Hazardous Substance
Claim and shall bear all fees and expenses of attorneys and costs any Defendant
incurs in the defense thereof.
8. TtEC LIABILITY. Except for
TtEC's duty to indemnify Client as provided in Article 5 above, TtEC's total
aggregate liability in connection with or arising out of the Contract or
Services, including without limitation any under Articles 6 and 7 above, shall
in no event exceed the total amount of compensation paid to TtEC hereunder up to
a maximum amount of $250,000.
9. CONSEQUENTIAL DAMAGES AND OTHER
LIABILITIES. TtEC and its employees shall in no event be liable for any
special, indirect or consequential damages, including specifically but without
limitation, any based on loss of profits or revenue, loss of or interference,
whether or not by third parties, with full or partial use of any equipment,
facility or property, including real property, cost of replacement power, energy
or product, delay in or failure to perform or to obtain permits or approvals,
cost of capital, loss of goodwill, claims of customers, fines or penalties
assessed against client or similar damages. These terms provide allocations of
risk and reward consistent with the nature and extent of the Services and to
that end include (i) protections against, and limitations on, liability of TtEC
and (ii) specific remedies of Client which shall be its sole and exclusive
remedies. The allocations, including without limitation those set forth above
and under Articles 6, 7, 8 and 13, shall survive this contract and apply to the
fullest extent allowed by law irrespective of whether liability of TtEC is
claimed, or found, to be based in contract, tort or otherwise (including
negligence, warranty, indemnity and strict liability) and Client hereby waives
all rights of recovery and assumes all risks beyond those explicitly allocated
to TtEC herein.
10. SITE CONTRACTORS. For the
benefit of Client and TtEC, Client agrees that it will cause provisions
acceptable to TtEC governing insurance and indemnity to be inserted in each of
Client's agreements for remediation or other construction or site services or
work related to the Services.
11. DELAYS. Neither party shall be
considered in default in the performance of its obligations hereunder to the
extent that the performance of such obligations is prevented or delayed by any
cause which is beyond the reasonable control of the affected party, and the time
for performance of either party hereunder shall in such event be extended for a
period equal to any time lost as a result thereof, and an equitable adjustment
shall be made to TtEC's compensation.
12. THIRD PARTY INTERESTS. This
Contract and the Services and Work Product produced hereunder are solely for the
benefit of Client and are not intended to be for the benefit, or to be construed
as creating rights in favor, of any third party. If Client is not the ultimate
beneficiary of the Services or TtEC's work product is used in such a way as to
create or induce any reliance by any third party, Client represents and warrants
(i) that it shall bind its clients and/or such third parties to limitations on
and protections against liability "protective provisions" commensurate with
those afforded TtEC hereunder and that such protective provisions will, in fact,
inure to the benefit of TtEC, and/or (ii) that Client has the power to act on
behalf of its clients and/or such third parties and does hereby bind such
parties to these protective provisions.
13. CHANGES AND TERMINATION. This
Contract shall not be modified except by written agreement signed by both
parties. Client shall have the right to make changes within the general scope of
Services upon execution of a mutually accepted change order. Client shall also
have the right to terminate this Contract prior to completion of the Services,
after reasonable notice to TtEC in writing, in which event Client shall pay TtEC
all amounts due TtEC hereunder up to the effective date of termination, plus
TtEC's reasonable costs incurred after such date in terminating the Services. In
the event that Client alleges breach on behalf of TtEC, Client shall afford TtEC
in 30 days written notice to cure any alleged deficiency prior to termination.
Recognizing that termination prior to completion may involve risks and exposures
both as to cost of work and third party claims, Client shall in such event
indemnify, protect and defend TtEC from claims arising out of any incomplete
aspect of the Services.
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Tetra
Tech EC, Inc.
Proprietary
Information
Project
Initiation/Operations Procedure PO-3, Attachment 3
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Page 2 of
3
Version
Date 03/24/05
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14. GOVERNING LAW, PRECEDENCE AND
DIVISIBILITY. Unless specified otherwise in Client orders, this Agreement
shall be governed by the laws of the State of New Jersey excluding choice of law
rules which direct application of the laws of another jurisdiction. The
provisions of the TtEC Proposal and these Terms and Conditions shall govern
exclusively any Services furnished by TtEC and shall prevail over and render
void any inconsistent or conflicting provision of the Client Order. If any term,
condition, provision or portion of this Contract is declared void or
unenforceable, or limited in its application or effect, such event shall not
affect any other provision or portion hereof. All other provisions and
unaffected portions thereof shall remain fully enforceable and an adjustment in
the compensation or other provisions shall be made with the purpose of equitably
effecting the intent of the Contract to the maximum extent allowed by
law.
15. ENTIRE AGREEMENT. This
Contract contains the entire agreement between the parties as to the Services
rendered hereunder. All previous or contemporaneous agreements, representations,
warranties, promises, and conditions relating to the subject matter of this
Contract are superseded by this Contract.
| ACCEPTED BY: | ||||
| CONTRACT OR PROJECT NAME | CLIENT | |||
| BY TtEC (PRINT NAME) |
BY
(PRINT NAME)
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| TITLE | TITLE | |||
| SIGNATURE | /DATE | SIGNATURE | /DATE |
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Tetra
Tech EC, Inc.
Proprietary
Information
Project
Initiation/Operations Procedure PO-3, Attachment 3
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Page 3 of
3
Version
Date 03/24/05
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