General Services Agreement between Aker Kvaerner E&C and W2 Energy, Inc. General Services Agreement
EXHIBIT
10.4
General
Services Agreement between Xxxx Kvaerner E&C and W2 Energy,
Inc.
This
Agreement is made effective June 7, 2005 between W² Energy Inc., ("Client"),
and
Xxxx Kvaerner E&C, a division of Xxxx Kvaerner Canada Inc. a company
incorporated under the laws of Canada ("Xxxx
Kvaerner").
WHEREAS,
Client
has requested Xxxx Kvaerner to provide technical services (the "Services")
in
the ongoing development of the Xxxxxx Biomass to GTL Plant (the “Project”);
and
WHEREAS,
Xxxx
Kvaerner has agreed to perform the Services in accordance with the terms of
this
Agreement;
NOW
THEREFORE, Client
and Xxxx Kvaerner agree to be bound by the following terms and conditions of
this Agreement:
Article
1 - The Services
Xxxx
Kvaerner shall perform the services specified in the Work Orders issued
hereunder, and the Work Directives and Change Orders issued thereunder, if
any
(collectively, the "Services").
Each
Work
Order, Work Directive, and Change Order shall be identical in form to that
attached hereto as Exhibit A, Exhibit A-1, and Exhibit A-2,
respectively.
Xxxx
Kvaerner shall not perform any services not authorized by a properly executed
Work Order, or a Work Directive or Change Order issued thereunder.
Article
2 - Representatives
Xxxx
Kvaerner shall designate a commercial and a technical representative for each
Work Order, who shall be identified in Section D of the Work Order.
Xxxx
Kvaerner’s commercial representative shall have authority to represent Xxxx
Kvaerner in all matters pertaining to the Services performed under such Work
Order and to make binding decisions on Xxxx Kvaerner's behalf. If Xxxx Kvaerner
desires to replace either representative, Xxxx Kvaerner shall notify Client
in
writing of the proposed new representative and receive Client's written approval
before making such replacement, which approval shall not be unreasonably
withheld.
Client
shall designate a commercial and a technical representative for each Work Order,
who shall be identified in Section D of the Work Order. Client’s commercial
representative shall have authority to represent Client in all matters
pertaining to the Services performed under such Work Order and to make binding
decisions on Client's behalf. Client shall have the right to replace any
representative by providing written notice to Xxxx Kvaerner.
1
Article
3 - Work Directives and Change Orders
Client
may make or require changes, including additions and omissions, to the scope
of
the Services performed under any Work Order. The Client technical representative
identified in a Work Order shall have authority to authorize changes to the
scope of services in a total dollar amount not to exceed the lesser of CAD
$10,000 or 10% of the estimated value stated in such Work Order.
Such
change shall be evidenced by a Work Directive, in the form attached hereto
as
Exhibit A-1, which shall be executed by both parties’ technical representatives
prior to Xxxx Kvaerner performing any Services contemplated by the Work
Directive.
If
a
single change or the cumulative changes in the scope of services would exceed
the Client technical representative’s authority (as stated in the preceding
paragraph), a Change Order, in the form attached hereto as Exhibit A-2, shall
be
executed by both the commercial and technical representatives of both parties
prior to Xxxx Kvaerner performing any Services contemplated by the Change
Order.
Xxxx
Kvaerner shall not be entitled to any compensation, whether based in contract
or
quantum meruit, for services performed outside the scope of a Work Order in
the
absence of a Work Directive or Change Order, as appropriate.
Article
4 - Notices
All
notices and other required communications ("Notices") shall be in writing,
and
shall be sent to the addresses in the signature blocks set forth below, with
a
copy sent to the representatives identified in the applicable Work Order. A
party may change its address by sending Notice to the other party of the new
address.
| If
to Xxxx Kvaerner:
Xxxx
Kvaerner E&C
Xxxxx
000, 000 Xxxxxxxxxx Xxxxxx
Xxxxxxx,
Xxxxxxx
X0X
0X0
|
If
to Client:
W²
Energy Inc.
00
Xxxxxxx Xxx.
Xxxxxxx,
Xxxxxxx
X0X
0X0
|
Article
5 - Confidentiality
Client
and Xxxx Kvaerner agree that all written information provided under this
Agreement shall not be divulged to any third party without the written consent
of the other party excluding, however, (i) information which is or properly
becomes part of the public domain prior to disclosure, (ii) information which
either party can show was in its possession prior to the execution of this
Agreement or the commencement of the Services, or (iii) information disclosed
by
a third party through no fault of Client or Xxxx Kvaerner.
2
Article 6 - Xxxx Kvaerner’s
Responsibility
Xxxx Kvaerner shall perform the Services in accordance with the care and skill ordinarily used by recognized engineering firms performing services of a similar nature under similar circumstances. Xxxx Kvaerner shall not be responsible for the acts or omissions of Client’s other contractors and subcontractors or any other persons performing Project related work. If, during the twelve (12) month period following completion of the Services, it is shown that Xxxx Kvaerner has failed to perform in accordance with the above standards, and Client has promptly notified Xxxx Kvaerner in writing of any such failure, Xxxx Kvaerner’s sole responsibility shall be to re-perform only those services determined mutually by Client and Xxxx Kvaerner as deficient. Such re-performance shall be at no cost to Client.
Article
7 - Client’s Responsibility
To
the
extent reasonably required for Xxxx Kvaerner to perform the Services, Client
shall
promptly
provide all information regarding the Project in its possession or in the
possession of its subcontractors, employees or agents. Xxxx Kvaerner shall
be
entitled to rely on the accuracy of any such information.
Article
8 - Insurance
Xxxx
Kvaerner shall maintain in force during the period that the Services are
performed under this Agreement, Workers' Compensation and Employer's Liability
Insurance in the limit of $1,000,000 each occurrence or such other insurance
as
may be required by a government having jurisdiction over Xxxx Kvaerner’s
employees who are engaged in providing the Services.
Xxxx
Kvaerner shall also maintain during such period Commercial General Liability
(Bodily Injury and Property Damage) in the limit of $2,000,000 and Auto
Liability including owned, nonowned and hired, in the combined limit of
$1,000,000. Client expressly acknowledges that Xxxx Kvaerner’s insurance
excludes coverage for damages, injury or harm of any kind whatsoever, to any
person or real or tangible property, resulting from acts of terrorism. Client
further agrees that Xxxx Kvaerner shall be held harmless and not liable for
any
such resulting damage, injury or harm.
Article
9 - Indemnity
Xxxx
Kvaerner shall indemnify Client against any and all claims, demands and causes
of action for injury to or death of persons, or damage to or destruction of
property, resulting solely from the negligent act or omission of Xxxx
Kvaerner.
Client
agrees to indemnify, defend and hold harmless Xxxx Kvaerner, its employees,
officers, directors, subsidiaries, parent, and affiliates from and against
any
claim, demand, and causes of action or liability resulting from any act or
omission of Client. Client also agrees to indemnify, defend and hold harmless
Xxxx Kvaerner, its employees, officers, directors, subsidiaries, parent, and
affiliates from any claim, demand, cause of action or liability by or to any
third party claiming reliance upon the Services or any product thereof. These
indemnities survive the termination or conclusion of this
Agreement.
3
Article 10 - Limitation of
Liability
Xxxx Kvaerner's total aggregate liability to Client under each applicable Work Order, Work Directive, and Change Order for any reason or cause whatsoever, including, but not limited to, claims; demands; actual or threatened causes of action; unreasonable reliance upon work product; or any other reason not specifically mentioned herein, shall in no event exceed 10% of the total compensation paid to Xxxx Kvaerner under each applicable Work Order, Work Directive, and Change Order. Xxxx Kvaerner’s liability is further limited to the extent that Xxxx Kvaerner relies on information, documents, products, samples, engineering reports or designs provided by Client or Client’s subcontractors, employees, agents. These limitations shall survive the termination or conclusion of this Agreement.
Article
11 - Use of Studies
The
studies, deliverables or work product produced by Xxxx Kvaerner pursuant to
this
Agreement
shall carry the Use of Report statement in Exhibit B or a statement
substantially similar to that set forth in Exhibit B. All Services performed
hereunder, and all work products or deliverables provided by Xxxx Kvaerner
to
Client are strictly subject to this disclaimer. The execution of this Agreement
by the parties shall conclusively establish that the parties agree to be bound
by the disclaimer.
Article
12 - No Consequential Damages
Notwithstanding
any other provision in this Agreement to the contrary, Xxxx Kvaerner shall
not
be liable in contract, tort, strict liability, warranty or otherwise, for any
special, incidental or consequential damages or for any pollution or
environmental damages, such as, but not limited to, delay, disruption, loss
of
product, loss of anticipated profits or revenue, loss of use of equipment or
systems, non-operation or increased expense of operation of other equipment
or
systems, cost of capital, cost of purchased or replacement equipment, systems
or
power and cost of real estate. Xxxx Kvaerner's liability for services not in
accordance with its responsibilities as set forth in Article 6 shall be limited
to re-performance and is expressly subject to the limits stated herein. Xxxx
Kvaerner shall not be liable for any other rework, including but not limited
to
reconstruction, equipment replacement or material re-supply. These limitations
shall survive the termination or conclusion of this Agreement.
Article
13 - Exclusivity of Remedies
The
remedies set forth in this Agreement are exclusive remedies. Xxxx Kvaerner
and
Client agree to waive and hereby do waive all other remedies, whether in
contract or tort, at law or in equity.
Article
14- Payment
In
consideration for performing the Services and for other conditions of this
Agreement under the Work Orders, Work Directives, and Change Orders signed
by
the Client and Xxxx Kvaerner, Client shall pay Xxxx Kvaerner as defined and
set
forth in Exhibit C
COMPENSATION
to the Agreement.
4
Article 15 - Ownership and Use of
Documents
Client shall retain title to and rights in all drawings, specifications, and reports produced by Xxxx Kvaerner. Xxxx Kvaerner is entitled to retain one set of all drawings, specifications, and reports for record purposes. Client shall not use such drawings, specifications, and reports except as intended in this Agreement.
Article
16 - Time of Performance
Xxxx
Kvaerner shall perform the Services as expeditiously as is consistent with
professional skill and care and the orderly progress of the Services. The period
of performance for each specific Work Order shall be set forth in that Work
Order.
Article
17 - Use of Services
The
Services and any product thereof is for the sole benefit of Client and is not
intended for the use or benefit of any third party. Xxxx Kvaerner makes no
representations or warranties regarding the Services or any product thereof
to
any third party and no third party is an intended beneficiary of this Agreement.
Reliance upon the Services or any product thereof by any third party is
completely at the risk of such third party.
Article
18 - Assignment and Subcontracting
Xxxx
Kvaerner and Client bind themselves and their successors, assigns, and legal
representatives
to all of the covenants of this Agreement, and further agree that they shall
not
assign or transfer their interest in this Agreement without the prior written
consent of the other.
Article
19 - Arbitration of Disputes
If
the
parties become involved in a dispute arising in connection with, or in any
manner related to, (1) the Project or any extension or modification thereof;
(2)
the Services performed under this Agreement; or, (3) the interpretation of
this
Agreement that cannot be settled by management or mediation, then the dispute
will be settled by arbitration in accordance with the rules of the Arbitrators
Institute of Canada, and judgment will be entered on the award. The arbitrator
shall award attorneys' fees to the prevailing party. If a party after due notice
fails to appear at and participate in the proceedings, the arbitrator shall
make
an award based on evidence presented by the party who does participate. Any
arbitration shall take place in Xxxxxxx, Xxxxxxx, or such other place as the
parties may agree.
Article
20 - Termination
Upon
thirty (30) business day’s written notice, Client may terminate this Agreement
with or without cause. In the event of termination for any reason, Xxxx Kvaerner
shall be paid the earned portion of the Contract Price as of the date of
termination plus reasonable termination and settlement costs as agreed by the
parties based on bilateral, good faith negotiations.
Either
party shall be entitled to terminate this Agreement on 30 days written notice
to
the other party in the event the other party is in substantial default of its
obligations pursuant to this Agreement including payment default and such
default has not been corrected or reasonably commenced to be corrected within
30
days following receipt of written notice of such default.
5
Article
21 - Force Majeure
Delays
or
failures of either party in the performance of its obligations hereunder, except
those obligations relating to the payment of monies, shall be excused if caused
by circumstances beyond the reasonable control of the party affected, including
but not limited to, acts of God, labor strikes, fire, flood, windstorm,
explosion, riot, war, sabotage, any act of terrorism, action or request of
governmental authority, or accident, provided that reasonable notice of delay
is
given considering the totality of the circumstances. If such circumstances
prevent the performance of Services for sixty (60) days, the Agreement shall
be
deemed to be terminated and the provisions of Article 20 shall
apply.
Article
22 - Entirety of Agreement
This
Agreement and any Exhibits and other documents attached hereto constitute the
entire agreement between the parties and incorporates all prior or
contemporaneous agreements and understandings, whether such are oral or written,
in connection with the subject matter hereof.
This
Agreement may be amended only in writing signed by the party against
whom
enforcement
is sought.
Article
23 - Severability
Whenever
possible, each provision of this Agreement shall be interpreted in such a way
as
to be effective and valid under applicable law. If a provision is prohibited
by
or invalid under applicable law, it shall be ineffective only to the extent
of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement. In case of such
prohibition or invalidity, the remainder of this Agreement shall be interpreted
to give as much meaning to the intent of the stricken portion or portions of
the
Agreement as allowed under applicable law.
Article
24 - Headings
Article
headings are for the convenience of the parties only and have no special
significance, neither are they to be construed as part of this
Agreement.
Article
25 - Waiver
A
failure
or failures by either party to enforce any provision, term or condition of
this
Agreement shall not constitute a waiver of such provision, term or condition,
nor shall it affect the enforceability of that provision, term or condition
or
of the remainder of this Agreement, neither shall any course of dealing of
either party affect any such provision, term or condition in any way or the
right of the parties at any time to avail themselves of any remedies accorded
under this Agreement.
6
Article
26 - Relationship
The
legal
relationship of Xxxx Kvaerner to Client hereunder shall be that of an
independent contractor and not that of an agent, employee or joint
venturer.
Article
27 - Choice of Law
This
Agreement and any Exhibits and other documents attached hereto shall be governed
by and interpreted in accordance with the laws and applicable regulations of
the
Province of Ontario, Canada.
Article
28 - Exhibits
All
Exhibits attached hereto or referenced herein (including but not limited to
all
Work Orders, Work Directives, and Change Orders executed by the parties hereto)
are hereby incorporated into and made a part of this Agreement. The terms of
this Agreement and its Exhibits are intended to be complementary and shall
be
interpreted and construed as complementary, whenever possible. In the event,
however, of any contradiction, discrepancy, ambiguity, or inconsistency between
the terms of this Agreement and the terms of any Exhibit, the parts of this
Agreement shall have the following order of precedent:
a.
General Services Agreement Articles 1 to 28;
b.
Exhibit A, and within Exhibit A, part A, part B, part C, and then its other
provisions; and
c.
Other
Exhibits.
IN
WITNESS WHEREOF, the
parties have executed this Agreement on the date first
set
forth
above.
Xxxx
Kvaerner E&C
a
division of Xxxx Kvaerner Canada Inc.
By:_________________
Name:
______________
Title:
_______________
W²
Energy
Inc.
By:__________________
Name:_______________
Title:
________________
7
Exhibit
A
GSA
WORK ORDER
General
Services Agreement (XXXX)
Work
Order Number (XXXX-xx)
Xxxx
Kvaerner and Client are parties to the General Services Agreement referenced
above (the "Agreement"). Capitalized terms used in this Work Order that are
not
defined herein shall have the meanings set forth in the Agreement.
Client,
pursuant to Article 1 of the Agreement, hereby requests Xxxx Kvaerner to perform
certain
Services, more specifically described below, and Xxxx Kvaerner hereby agrees
to
perform
such Services, subject to the terms and conditions of the Agreement and this
Work Order.
Unless
otherwise agreed in writing signed by both parties, any services performed
by
Xxxx Kvaerner or its subcontractors prior to the date this Work Order was
executed and that falls within the Scope of Services set forth in Section A
of
this Work Order shall be deemed to have been performed subject to the terms
and
conditions of the Agreement, including but not limited to its Exhibits and
this
Work Order.
The
parties agree as follows:
A.
Scope of Services
Xxxx
Kvaerner shall provide the following Services:
[Insert
detailed description of the scope of Services being provided, including any
deliverables]
B.
Period of Performance
Services
to be performed under this Work Order shall be commenced on ______ and shall
be
completed on or before _______. Xxxx Kvaerner agrees that this time schedule
is
reasonable.
C.
Compensation
For
Services performed in accordance with this Work Order and the Agreement, Xxxx
Kvaerner shall be compensated as follows:
[Insert
compensation schedule (e.g., an hourly rate schedule), and terms for
reimbursables]
D.
Representatives
For
purposes of this Work Order and in accordance with Article 2 of the Agreement,
Client and Xxxx Kvaerner designate the following representatives:
Client
Commercial Representative:
Address
for Invoice Copies:
Client
Technical Representative:
Xxxx
Kvaerner Commercial
Representative:
Xxxx
Kvaerner Technical Representative:
8
IN
NO
EVENT SHALL THE COMPENSATION DUE XXXX KVAERNER (WHICH INCLUDES ALLAMOUNTS
PAYABLE UNDER SECTION C) UNDER THIS WORK ORDER EXCEED CAD $______________
WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF CLIENT’S COMMERCIAL REPRESENTATIVE.
ANY WRITTEN AUTHORIZATION TO EXCEED THIS COMPENSATION CAP SHALL ESTABLISH A
NEW
AMOUNT.
ACCEPTED
AND AGREED TO this day of , 2005.
|
Xxxx
Kvaerner E&C
a
division of Xxxx Kvaerner Canada Inc.
By:
Name:
Title:
|
W²
Energy Inc.
By:
Name:
Title:
|
9
Exhibit
A-1
GSA
WORK DIRECTIVE
General
Services Agreement (XXXX)
Work
Order Number (XXXX-xx)
Work
Directive Number (XXXX-xx)
Client
and Xxxx Kvaerner hereby agree to modify Work Order Number _____________ as
follows. The Services performed under this Work Directive shall be subject
to
the terms and conditions of the General Services Agreement and Work Order Number
______________, except as herein expressly modified.
A.
Scope of Services.
B.
Period of Performance.
C.
Compensation.
ACCEPTED
AND AGREED TO this __________ day of _____________, 2005.
|
Xxxx
Kvaerner E&C
a
division of Xxxx Kvaerner Canada Inc.
By:
Name:
|
W²
Energy Inc.
By:
Name:
|
10
Exhibit
A-2
GSA
CHANGE ORDER
General
Services Agreement (XXXX)
Work
Order Number (XXXX-xx)
Change
Order Number (XXXX-xx)
Client
and Xxxx Kvaerner hereby agree to modify Work Order Number _____________ as
follows. The Services performed under this Change Order shall be subject to
the
terms and conditions of the General Services Agreement and Work Order Number
______________, except as herein expressly modified.
A.
Scope of Services.
B.
Period of Performance.
C.
Compensation.
ACCEPTED
AND AGREED TO this __________ day of _____________, 2005.
Xxxx
Kvaerner E&C
a
division of Xxxx Kvaerner Canada Inc.
By:
Name:
Technical
Representative Technical Representative
W²
Energy
Inc.
By:
Name:
Commercial
Representative Commercial Representative
11
Exhibit
B
USE
OF REPORT
This
report was prepared for W² Energy Inc. (“Client”) by Xxxx Kvaerner E&C, A
Division of Xxxx Kvaerner Canada Inc. ("Xxxx Kvaerner") pursuant to the contract
agreement (“Agreement”)
between the Client and Xxxx Kvaerner.
The
report is based in whole or in part on information and data provided to Xxxx
Kvaerner by Client and/or third parties. Xxxx Kvaerner represents that it
exercised reasonable care in the preparation of this report and that the report
complies with published industry standards for such reports, to the extent
such
published industry standards exist and are applicable.
However,
Client agrees that, except to the extent specifically stated in writing in
the
Agreement, Xxxx Kvaerner is not responsible for confirming the accuracy of
information and data supplied by Client or third parties and that Xxxx Kvaerner
does not attest to or assume responsibility for the accuracy of such information
or data. Xxxx Kvaerner also does not attest to or assume responsibility for
the
accuracy of any recommendations or opinions contained in this report or
otherwise expressed by Xxxx Kvaerner or its employees or agents, which
recommendations or opinions are based in whole or in part upon such information
or data.
The
recommendations and opinions contained in this report assume that unknown,
unforeseeable,
or unavoidable events, which may adversely affect the cost, progress,
scheduling
or ultimate success of the Project, will not occur.
Any
discussion of legal issues contained in this report merely reflects technical
analysis of Xxxx Kvaerner and does not constitute legal opinions or the advice
of legal counsel. This
report contains confidential and proprietary information and is furnished to
Client solely for its use.
Xxxx
Kvaerner makes no representations, guarantees, or warranties except as expressly
stated herein or in the Agreement and all other representations, guarantees,
or
warranties, whether express or implied, are specifically
disclaimed.
Except
as
may be expressly stated in writing in the Agreement, the use of this report
or
the information contained herein is at the users sole risk and Client
specifically agrees to release, defend, indemnify and hold Xxxx Kvaerner, its
affiliated companies, and its/their officers, directors, employees and agents
harmless from any and all liability, damages, or losses of any type, including
consequential and punitive damages, suffered by Client or any third party,
even
if such damages or losses are contributed to or caused by the sole or concurrent
fault or negligence of Xxxx Kvaerner, its affiliated companies, or its/their
officers, directors, employees, or agents; provided, however, such release,
limitation and indemnity provisions shall be effective to, and only to, the
maximum extent allowable by law.
12
Exhibit
C
COMPENSATION
C
COMMERCIAL TERMS
The
following are the commercial terms for Xxxx Kvaerner services for execution
of
the Scope of Services defined in each applicable approved Work Order. The
services will be executed on a cost-reimbursable basis. This offer is in
accordance with the basis of compensation and payment terms as defined
herein.
C-1
ESTIMATED COST OF SERVICES
Xxxx
Kvaerner will carry out services to assist the Client in the ongoing development
of the Carbon Black Process and Facility Project. There is no defined scope
of
services at this time. The services will generally consist of assignments
requested by the Client to assist in the development of the Carbon Black Process
and Facility Project. Upon Client’s request to carry out specific assignments,
Xxxx Kvaerner will submit a Work Order of the estimated number of man-hours
and
costs involved and obtain Client’s approval before proceeding with the
services.
C-2
COMPENSATION TERMS
As
full
compensation for the services, Xxxx Kvaerner will be paid the sum of labour
xxxxxxxx and reimbursable expenses incurred.
C-2.1
Labour
Compensation
from the Client to Xxxx Kvaerner will be on the basis of all-inclusive hourly
charge-out rates which allow for reimbursement of Xxxx Kvaerner’s
services.
C-2.2
Direct Expenses
Compensation
from the Client to Xxxx Kvaerner for chargeable expenses incurred by Xxxx
Kvaerner in the interests of the project and not provided for within the
charge-out rates, such as travel and related costs including out-of-pocket
disbursements, will be charged to the Client at Xxxx Kvaerner’s cost, plus an
additional markup of 5% to cover administration services.
C-3
TERMS OF PAYMENT
Client
shall cause payment to be made in Canadian funds. Payment will be via direct
deposit to:
Royal
Bank of Canada
Main
Branch Royal Centre
0000
Xxxx
Xxxxxxx Xxxxxx
Xxxxxxxxx,
XX X0X 0X0
Account
No. 000-000-0
Transit
00010 Swift No. XXXXXXX0.
13
C-3.1
Monthly Advance Payment Xxxxxxxx for Services
In
order
for Xxxx Kvaerner to maintain at least a cash-neutral position during execution
of the services, we request that a system of advance xxxxxxxx be applied for
the
services, which Xxxx Kvaerner will provide. An initial monthly advance payment
request will be issued to the Client upon award of each of the Work Orders
covering the estimated cost of Xxxx Kvaerner’s services for work for the first
month. Client shall pay the initial monthly advance payment amount before Xxxx
Kvaerner starts the work.
Subsequent
advance payment requests for each Work Order will be issued by Xxxx Kvaerner
on
or about the 15th day of each month, covering the estimated cost for services
to
be provided for the following month. Client shall pay each of these monthly
advance xxxxxxxx within ten (10) days after its receipt, and no later than
the
start of the month to which it applies.
The
last
monthly advance payment request will be issued by Xxxx Kvaerner on or about
the
15th day of the second month prior to the scheduled completion date of the
Work
Order.
C-3.2
Monthly Billing for Services
On
or
about the 15th day of each month, Xxxx Kvaerner shall furnish the Client with
a
detailed monthly progress invoice of all reimbursable costs associated with
the
work occurring during the previous month and chargeable to the Client for each
Work Order. Each monthly progress invoice will be supported by one (1) copy
each
of Xxxx Kvaerner’s manhour report generated from its accounting system, Vendors’
invoices, expense reports, and any other documentation necessary to substantiate
the reimbursable costs.
The
monthly progress billing includes a reconciliation that shows the difference
between Xxxx Kvaerner’s actual reimbursable monthly costs and the applicable
monthly advance payment amount invoiced to the Client. If the summary shows
a
net balance due Xxxx Kvaerner, Client shall pay the net balance amount within
ten (10) days after its receipt. If the summary shows an advance balance, no
payment will be required. Any balances made in this manner will be deducted
against subsequent monthly advance payment requests.
C-3.3
Final Billing
Upon
completion of services for each Work Order, Xxxx Kvaerner will submit a final
billing that will include a statement summarizing previous xxxxxxxx rendered
and
payments received. Within ten (10) days after receipt of the final billing,
Client shall pay Xxxx Kvaerner all remaining amounts due.
14
