. Case Document 20-2 Filed 07/15/08 Page MASTER SERVICE CONTRACT THIS AGREEMENT entered into the 2 L. of?mi?o . 200 6 . by and between EOG RESOURCES. INC.. PO. Box 4362. Houston, Texas 77210-4362. hereinafter referred to as ?Company?. Badlands Power Fuels LLC dba Powar Fuels WHEREAS. Company is engaged in the business of exploring for and producing oii. gas and other hydrocarbons in the onshore and offshore areas of the Continental United States for its own account. and for the joint account of itself and others. and in the course of such operations, regularly and customarily enters into contracts with independent contractors for the performance of services relating thereto; and WHEREAS, Company desires. as a matter of company policy. to establish and maintain an approved list of service contractors and to offer work or contracts only to those contractors who are included on such ?st; and WHEREAS. Contractor is a service contractor engaged in the business quads 1' Bu Va c: Tru and desires to perform work as an independent contractor for the Company from time to time; NOW. THEREFORE. in consideration of the mutual promises and agreements herein contained. the suf?ciency of which is hereby acknowledged. the parties hereto mutually agree as follows: 1. Upon the execution of this Agreement, Company agrees that the name of Contractor shall be added to the Company's approved list of contractors and this Agreement shall thereupon remain in force and effect until tenninaled by either party by giving the other party thirty (30) days notice in writing in the manner required under this Agreement: provided. however. that the terms and conditions of this Agreement will govern any work agreed to be performed or work in progress at the time of termination. and will continue to govern such Work until it has been completed by Contractor and accepted by Company. This Agreement shall control and govern ali work performed by Contractor for the Company. under subsequent verbal and/or regular work Orders. and any agreements or stipulations in any such work order. delivery ticket. or other instrument used by COntractor not in conformity with the terms and provisions hereof shall be null and void. No waiver by Company of any of the terms. provisions or conditions hereof shall be affected unless said waiver shalt be in writing and signed by an authorized representative of the Company. Contractor may not assign or sublet this contractor any part thereof without the written consent of Company; any assignment or subletting pennitted by Company shall not relieve Contractor of the obligations herein. 2. This Agreement does not obligate the Company to order work from the Contractor. nor does it obligate Contractor to accept Orders for work from Company. in ut it. together with a ny a pplicabie work 0 rder similar documents hall control a rid ovem a it work accepted by Contractor and shalt define the rights and obligations of Company and Contractor during the term hereof. 3. The amount of compensation payable to Contractor. unless otherwise provided by law. rule or regulation. shalt be that agreed to by Company and Contractor at the time the work order is given and shall be payable after the full and ?nal completion of the wOrk or service by Contractor. submission of a proper invoice and the acceptance of the work or service by Company. Contractor. unless otherwise directed. shall submit for approval invoices to the Company Division of?ce which requests the work or service. and Company shall. unless otherwise provided for herein. pay Contractor for the work or services rendered within thirty (30) days after receipt of approved invoices covering such work or service. unless a prepayment is required by law. rule or regulation of govemmentai authority. Company may withhold payment for all or such portion of any invoice which it deems necessary to protect itself under applicable mechanics or materialmens lien statutes or about which there is a bona ?de dispute. but shall pay all other amounts as above proscribed. Contractor shall maintain during the course of the and retain not less than two years after the completion thereof. complete and accurate records of all Contractor?s costs which are chargeable to the Company under this Agreement. The Company shall have the right. at reasonable times. to inspect and audit those records by authorized representatives of its aim or any public accounting ?rm selected by it. The records to be maintained and retained by Contractor shall include (without limitation): payroll records accounting for total time distribution of Contractor?s employees workingtuli or part time on the work (to permit tracing to payroll records and related tax returns). as well as canceled payroll checks. or signed receipts for payroll payments in cash: to) invoices for purchases. receiving and issuing documents. and alt other unit inventory records for Contractor?s stores stock or capital items: paid invoices and canceled checks tor materials purchased \A:\Masler scores EXHIBIT A Case Document 20-2 Filed 07/15/08 Page 2 of 10 and for subcontractors? and any other third parties' charges (including, but not limited to. equipment rental); and travel and entertainment documentation (including. but not limited to. employee expense reports and Contractor facility usage reports). 4, Contractor warrants that it is an expert in its ?eld: that all work or services will be performed or rendered safely and in a good and workmanlike manner. that Contractor has adequate equipment in good working order and fully trained persomel capable of efficiently and safely operating such equipment and performing services for Company: that Contractor regularly conducts training and safety programs; that all materials. eq?uipment. goods. supplies or manufactured articles furnished by Contractor in the perionnance oi the work or services shall be of suitable quality and workmanship for their intended purposes. in accordance with speci?cations. and shall be free from defects: and that Contractor will not employ in any work for Company any employee whose employment violates applicable labor laws. Contractor further covenants. warrants and represents that all work performed by it hereunder shall be conducted In accordance with the most stringent safety regulations. precautions and procedures and by employing all necessary or desirable protective equipment and devices. whether suggested or required by safety associations. government agencies. municipalities. or otherwise. Any breach of this safety covenant shall be grounds for immediate termination of this Agreement. Contractor will replace. at its sole expense, any of Its employees whose replacement Is requested by Company. Contractor agrees to inspect all materials and equipment furnished by Company which are directly employed in the course of operations conducted hereunder and shall notify Company of any defects therein before using such material and equipment. Should Contractor use materials and equipment without notifying the Company of any defect. Contractor shall be deemed to have assumed all risks and liability for any mishap which may occur in operations conducted hereunder by reason or failure of defects In such materials and equipment except forfeitures due solely to latent defects unless such defects could have been discovered by Contractor using reasonable diligence at the time of Contractor's inspection of such materials and equipment. WIthoat limiting Company?s remedies. Contractor agrees that any portion of the work or goods found to be defective or unsuitable shall be ?emailed. replaced, or corrected by Contractor without additional cost or risk to Company. and Contractor agrees to indemnify Company from and against any damages. losses. claims. adjustments. suits. penalties. demands. expenses (including reasonable attorneys' fees or other expenses) or causes of action directly or indirectly resulting from any breach of these warranties. 5. in the performance of any work by Contractor for Company. Contractor cenclusively shall be deemed an independent centractor. with the authority and right to direct and control all of the details of the work. Company being interested only in the result obtained. However. all work contemplated shall meet the approval of Company and shall be subject to the general right of inspection. Company shall have no right or authority to supervise or give instructions to the employees, agents or representatives of Contractor. but such employees. agents or representatives at all times shall be under the direct and sole supenrislon and control of Contractor. Any suggestions or directions which may be given by Company or its employees shall be given only to the superintendent or to the other person In charge of Contractor's crew: it is the understanding and intention of the parties hereto that no relationship of master and servant or principal and agent shall exist between Company and the employees. agents or representatives of Contractor. 6A. CONTRACTOR AGREES TO PROTECT. DEFEND. INDEMNIFY AND HOLD COMPANY, ITS PARENT. SUBSIDIARY AND AFFILIATED COMPANIES AND ITS AND THEIR COLESSEES. PARTNERS. JOINT VENTURERS. CO-OWNERS. AGENTS. OFFICERS. DIRECTORS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS HARMLESS FROM AND AGAINST ALL DAMAGE. LOSS. CLAIMS. DEMANDS AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER. INCLUDING COSTS OF LIT FEES AND REASONABLE EXPENSES IN CONNECTION THEREWITH. WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF. INCLUDING BUT NOT LIMITED TO STRICT LIABILITY OR THE UNSEAWORTHINESS OR UNAIRWORTHINESS OF ANY VESSEL OR CRAFT. OR THE NEGLIGENCE OF ANY PARTY. INCLUDING BUT NOT LIMITED TO THE SOLE OR CONCURRENT NEGLIGENCE OF THE COMPANY GROUP, ARISING IN CONNECTION HEREWITH IN FAVOR OF CONTRACTORS AGENTS. INVITEES AND EMPLOYEES. AND CONTRACTORS SUBCONTRACTORS AND THEIR AGENTS. INVITEES AND EMPLOYEES ON ACCOUNT OF DAMAGE TO THEIR PROPERTY OR ON ACCOUNT OF BODILY OR DEATH. 68. COMPANY AGREES TO PROTECT. DEFEND. INDEMNIFY AND HOLD CONTRACTOR. ITS AGENTS. OFFICERS. DIRECTORS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS HARMLESS FROM AND AGAINST ALL DAMAGE. LOSS. LIABILITY. CLAIMS. DEMANDS AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER. \AftMaster 2 Staples Case Document 20-2 Filed 07/15/08 Page 3 of 10 INCLUDING COSTS OF LITIGATION. FEES AND REASONABLE EXPENSES IN CONNECTION THEREWITH. WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING BUT NOT LIMITED TO STRICT LIABILITY OR THE UNSEAWORTHINESS OR UNAIRWORTHINESS OF ANY VESSEL OR CRAFT. OR THE NEGLIGENCE OF ANY PARTY. INCLUDING BUT NOT LIMITED TO THE SOLE OR CONCURRENT NEGLIGENCE OF THE CONTRACTOR GROUP. ARISING IN CONNECTION HEREWITH IN FAVOR OF AGENTS. INVITEES AND EMPLOYEES. CONTRACTORS (OTHER THAN CONTRACTOR) AND THEIR AGENTS, INVITEES AND EMPLOYEES. AND SUCH CONTRACTORS SUBCONTRACTORS. OR THEIR AGENTS. INVETEES OR EMPLOYEES ON ACCOUNT OF DAMAGE TO THEIR PROPERTY OR ON ACCOUNT OF BODILY INJURY OR DEATH. 6C. The Indemnity obligations set forth in Paragraphs 6A and BB above shall. where applicable. be Ilmlted as follows: 1. in the event the indemnity obligation arises from work Performed or In connection with any oil. gas or water well or from such services which are othenvise subject to the laws of the state of Wyoming. the Indemnity obligations set forth herein shall not apply to the extent that the loss or liability is caused by or results from the sole or concurrent negligence of. or attributable to. the applicable indemnitee. 2. In the event the Indemnity obligation arises from work performed for or In connection with oil. gas or water well or from such services which are otherwise subject to the laws of the state of Louisiana. the indemnity obligations set forth herein shall not apply to the extent that the loss or liability is caused by or results from the sole or concurrent negligence or fault (strict liability) of. or attributable to. the applicable indemnitee. 3. In the event the indemnity obligation arises from work performed or in connection with any oil. gas or water well or from such services which are otherwise subject to the laws of the state of New Mexico. the indemnin obligations set forth herein shall not apply to the extent that the loss or iiability is caused by or results from the sole or concurrent negligence of. or attributable to. the applicable indemnitee. SD. The indemnifications provided for In Paragraph 6 shall be given effect even If the cause andfor defect existed pn'or to the date of this Agreement. In the event of loss or damage sustained by third parties other than parties identified above in Paragraph 6A and SB. such loss andlor damages shall be solely for the account of the negligent party. For the purpose ofthis Paragraph 6.thetem1 "employee" shall include the Contractor where the Contractor is a self employed individual performing the services contemplated hereunder. The parties agree that the indemnities provided for by Company and Contractor under this Agreement shall be supported either-by: available insurance or voluntarily self?insured. in whole or part. The indemnities provided for herein shall be limited to the extent necessary for compliance with applicable state and federal laws, and to the extent any state or federal laws are at variance with the indemnlties provided herein. this paragraph shall be deemed to be amended so as to comply with such state and federal laws. 6E. heterms and provisions ofthis Paragraph 6 shaft have no application to claims or causes of action asserted against Company or Contractor by reason of any agreement of Indemnity with a person or entity not a party to this Agreement in those Instances where such oontractuai indemnities are not related to or ancillary to the performance of the work contemplated under the Agreement or are Indemnittes uncommon to the industry. The terms and provisions of this Paragraph 6 shall expressly apply to claims or causes of action asserted against Company or Contractor by reason of any agreement of Indemnity with a person or entity not a parton this Contract where such contractual indemnifies are related to or ancillary to the performance of the work contemplated under the Agreement and er Company's project and are indemnities not uncommon in the industry. 7. Contractor shall at all times during the progress of any work performed hereunder carry and maintain insurance of such type and with such limits as set out in Exhibit attached hereto. Before performing any wont hereunder. Contractor (and each subcontractor) shall furnish Company certificates evidencing coverage as speci?ed and containing the unequivocable agreement on the part of the insurer to notify Company of the cancellation or any material changes of such cotterage at least thirty days before the effective date of such cancellation or change. The minimum insurance requirements set forth in Exhibit attached hereto are not intended in any way to limit the extent of Contractor?s indemnity obligation provided for in Paragraph 5 above. 8. Contractor shall report to Company as soon as practicable all accidents or occurrences resulting in injury to Contractor's employees. subcontractors or their employees. or third parties or damage to property of third parties arising out of or during the course of services for Company by Contractor or of any subcontractor of Contractor and when requested shaft furnish Company with a copy of reports made by Contractor to Contractor's insurer or to others of such accidents and occurrences. \A:\Master 3 5130195 Case Document 20-2 Filed 07/15/08 Page 4 of 10 9. In the performance of work for Company. Contractor agrees to comply with all laws. rules. regulations and orders. be they federal, state or local, which are now or may hereafter become applicable to Cm?ractor?s business. equipment or personnel engaged in operations covered by this Contract. Contractor expressly agrees to indemnify Company from and against any ?nes, penalties, damages, environmental cteanup and remediation costs, demands, losses, claims, suits, judgements, expenses (including reasonable attomeys' fees orany otherexpenses) or causes of action resulting from its failure to comply with all applicable laws, mtes, regulations and orders, whether federal. state or local. as now or at any time hereinafter in effect. If any of the terms hereof are in con?ict with any applicable rule, regulation, order or law of any state or federal regulatory body. the terms of this Contract so in conflict shall not apply and the applicable state or federal rule, regulation, order or law shall prevail. 10. Contractor agrees and shall cause each subcontractor to pay all taxes, licenses and fees ievied or assessed on Contractor or subcontractor in connection with or incident to the performance of this Contract or any related subcontract by any governmental agency and unemployment compensation insurance, old age bene?ts. social security or any other taxes 'upon the wages of Contractor or any subcontractor its agents, employees and representatives. Contractor agrees to reimburse Company on demand for all of such taxes or govemmentai charges, state or federal, which Company may be required or deem it necessary to pay on account of employees of Contractor or its subcontractors. Contractor agrees to furnish Company with the information required to enable Company to make such necessary reports and to pay such taxes or governmental charges. At its etection. Company is auihon'Zed to deduct all sums so paid by Company for such taxes and governmental charges from such amounts as may be or become due to Contractor hereunder. it. in connection with the work or services perfumed by Contractor for Company, Contractor shall pay all legal claims for labor. services and materials and will not permit any liens of any kind to be af?xed against the property of Company or the tease or property of others arising out of claims of anyone who furnishes labor. services or materials to Contractor, and upon the completion of the work, Contractor shall. if requested. fumish Company with satisfactory evidence of the payment of all suoh claims. Contractor agrees to indemnify Company from and against all such claims or liens. and further agrees that any sums due to Contractor by Company may be withheld and applied toward this charge in payment of any such claims or liens. 12. Neither Company nor Contractor shall be liable to the other for any delays or damage or failure to act due. occasioned or caused by reason of state or federal laws, or miss, regulations. or orders of any public bodies or?ot?ciai purporting to exercise authority or controt- respecting the operations covered hereby, including the use of tools and equipment, or due, occasioned or caused by strikes. actions of the elements. or causes beyond the control of the parties affected hereby, and delays due to the above cause or any of them shall not be deemed to be a breach or a failure to perform under this Agreement. 13. Contractor agrees to indemnify and hold Company harmless from any and all claims, demands and causes of action which may be based upOn the infringement of any issued patent in connection with the performance ofthe work hereunder. the se of materials or equipment furnished hereunder. 14. Contractor shall be liable at all times for damage to or destruction of Contractor's surface equipment and materials regardless of how such damage or destruction occurs and Company shall be under no liability to reimburse Contractor for any such loss or damage. 15. Contractor agrees to comply with the requirements and statements found in the Equai Employment Opportunity Cert'r?cate attached hereto and incorporated herein as Exhibit its. This Agreement shall be binding upon the parties hereto and their respective heirs, successors or assigns; provided, however, this Contract or the work or services provided hereunder shall not be assigned nor subcontracted by Contractor without the written consent of Company; provided, further, any assignment or subcontract shall not relieve Contractor of its obligations hereunder. 17A. it is understood and agreed by Contractor and Company that, notwithstanding anything to the contrary. the term "Company" as used herein shall mean and include EOG RESOURCES. its subsidiaries and af?liated companies, its co~owners and joint venturers. 178. it is understood and agreed by Contractor and Company that, notwithstanding anything herein to the contrary. the term "Contractor" as used herein shall include Contractor?s subsidiaries and af?liated companies unless expressly excluded by written agreement by and between Company and Contractor. \AnMasrer 4 525sz . Case Document 20-2 Filed 07/15/08 Page 5 of 10 18. Any notices provided for herein shail be in writing and sent by prepaid mall to the respective parties at theIr addresses stated below: CONTRACTOR: Home}: E13215 PO Box 1369 Mi nnr, ND 6870? COMPANY: EOG RESOURCES. PO. Box 4362 Houston. Texas 77210-4362 Aim: Purchasing Notices shall be deemed received when actually received 19. THIS CONTRACT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE GENERAL MARITIME LAWS OF THE UNITED STATES. WHERE APPLICABLE. AND WHERE NOT APPLICABLE. THE LAWS OF THE STATE OF TEXAS SHALL APPLY. EXCLUDING ANY CHOICEOF-LAW RULE WHICH WOULD REFER THE MATTER TO ANOTHER JURISDICTION. 20. Notwithstanding any provisions herein to the contrary. upon the termination of this Agreement for any reasdn whatsoever. the provisions of Paragraphs 3.4.6.9. 10. 11. 12. 13. 14. ?16, 19 and 20 shall survive such termination and behinding until any actions. obligations and/or rights therein provided have been satis?ed or released, 21. SPECIAL PROVISIONS: IN WITNESS WHEREOF. the parties hereto have executed this Agreement on the date ?rst hereinabove written. CONTRACTOR: Signature: Name: RnbaanLBaxnnaL-J? Pfei fer Title: stent Secretary COMPANY: ATTEST: EOG RESO Signature. Assistant Secretary Name: Kurt Doerr Titie: Sr. Vice President/General Manager Denver Division 5 SH (NBS Case Document 20-2 Filed 07/15/08 Page 6 of 10 Master Service Contract Minimum Insurance Requirements Land Only Operations EACH INSURANCE POLICY maintained by Contractor. for work performed under this Agreement. must be endorsed as follows: 1. "Undenrvn'ter's waive their rights of subrogation (whether by loan receipts. equitable assignment. or otherwise) against Company. its subsidiaries and af?liated companies and the owners. co-owners and joint venturers. If any, and their employees. of?cers and agents." 2. To provide adequate territorial limits. 3. Except for Worker?s Compensation insurance. all policies shall name Company as Additional Insured. FAILURE TO SECURE the insurance mverages. or the failure to comply fully with any of the insurance provisions of this Agreement. or the failure to secure such endursements on the policies as may be necessary to carry out the terms and provisions of this Agreement shall in no way act to relieve Contractor from the obligations of this Agreement. any provisions hereof to the contrary notwithstanding. In the event that liability for toss or damage be denied by the underwriter(s). in all or in part. because of breach of said insurance by Contractor or for any other reason. or if Contractor fails to maintain any of the insurance herein required. Contractor shall hold harmless and indemnify Company. its joint interest owners. its subsidiaries and af?liated companies. their agents. employees. directors. officers. servants and insurers against all claims. demands. costs and expenses. including allomey's fees. which would otherwise be covered by said insurance. Notvn?tnstanding anything to the contrary herein. Contractors indemnification obligations under this Agreement (express or implied) shall not be limited to the amounts or to the scope of coverage provided by insurance which is required of Contractor under the terms hereof. TO PROTECT Company against liability, loss. or expense arising from the damage to property or injury to any person arising out of. in connection with or resulting from the work provided for hereunder Contractor shall. during the progress of the work. carry, at its own expense. on forms and with reliable insurance companies authorized to do business in the state oraroa in work is to be performed hereunder. the following minimum insurance coverages: COMPENSATION AND LIABILITY INSURANCE in accordance with the statutory requirements of the state in which work is to be performed and endorsed speci?cally to include the following: 1. Employers' Liability. including Occupational Disease. subject to a limit of liability of not less than: 51.000.000 Each Accident (Minimum) $1.000.000 Disease Each Employee (Minimum) 2. "Borrowed Servant" endorsement. stating that a claim brought against Company as a "borrowed servant? by an employee of Contractor will be treated as a claim against Contractor. B. COMPREHENSIVE GENERAL with limits of liability of not less than the following: Bodily Injury - Any one occurrence 51.000.000 (Minimum) Property Damage Any one occunence $1 000.000 (Minimum) orBodily injury and? Combined Single Limit Each Occurrence $1 .000.0000 (Minimum) Property Damage Such insurance shall include the following: 1. Premises and Operation's Coverage. Products and Completed Operations (for a minimum of two years after acceptance of the work). Centractual Liability covering the liabilities assumed under this Agreement. Broad Form Property Damage Liability Endorsement. 5. Contractor's Protective Liability (if subcontracting is authorized). C. COMPREHENSIVE AUTOMOBILE INSURANCE with limits of iiability of not less than the following: Bodily injury - Any one person 31.000.000 (Minimum) - Any one occurrence $1,000.000 (Minimum) Property Damage Any one occunence $1,000,000 (Minimum) or Bodily Injury and - Combined Single Limit Each Occurrence $1.000.000 (Minimum) Property Damage Such coverage shall include owned. hired. and non-owned vehicles. 0. LIABILITY INSURANCE: - In any operations requiring the use of aircraft and/or helicopter (unless provided by Company). combined single limit insurance shall be maintained for public liability. passenger liability and property damage liability in an amount of not less than 35.000000: this insurance shall cover all owned and non-owned aircraft. including helicopters. used by Contractor in connection with the performance of the work set forth In this Agreement. E. PHYSICAL DAMAGE Covering loss of or damage to equipment and machinery. used in the performance of work set forth in this Agreement. including loss or damage during loading. unloading. and while in transit. Such coverage shall be on an all-risk basis or its equivalent subject to a limit of not less than ninety percent of the actual cash value at the time of loss with any and sit deductibles to be assumed by. for the amount of. and at Contractors sole risk. \A:\Masler 500F335 Case Document 20-2 Filed 07/15/08 Page 7 of 10 EXHIBIT Master Service Contract Minimum Insurance Requirements Marine Operations Insurance EACH INSURANCE POLICY maintained by Contractor. performed under this Agreement. must be endorsed as follows: 1. "Underwriters waive their rights of subrogation (whether by loan receipts. equitable assignment. or otherwise) against Company. Its subsidiaries and af?liated companies and the owners. co-owners and taint venturers. If any. and their employees. of?cers and agents.? 2. To provide adequate territoriai and navigation limits and comply with all laws or regulations of state or county of jurisdiction. 3. Except for Worker?s Compensation insurance. all policies shall name Company as Additional insured. FAILURE TO SECURE the insurance coverages. or the tailure to comply fully with any of the Insurance provisions of this Agreement. or the failure to secure such endorsements on the policies as may be necessary to carry out the terms and provisions of this Agreement. shall in no way act to relieve Contractor from the obligations of this Agreement, any provisions hereof lo the contrary notwithstanding. in the event that liability for loss or damage be denied by the underwriterts). in all or in part. because of breach of said insurance by Contractor. or for any other reason. or it Contractor fails to maintain any of the insurance herein required. Contractor shall hold harmless and indemnify Company. its joint interest owners. its subsidiaries and af?liated companies. their agents. cmptoyees. directors. of?cers. servants and insurers against all claims. demands. costs and expenses. including attorney's fees. which would otherwise be covered by said insurance. Notwithstanding anything to the contrary herein. Contractor?s indemnification obligations under this Agreement (express or impiied) shall not be limited to the amounts or to the scope of coverage provided by insurance which is required of Contractor under the terms hereof. TO PROTECT Company. against liability. loss or expense arising from damage to property or?iniury to any personarislng out of. in connection with or resutling from the work provided for hereunder. Contractor shall. during the progress of the work. cany. at its own expense. on forms and with reliable insurance companies authorized to do business in the state orarea in which the work is to be performed hereunder. the foliowing minimum insurance coverages: A. Worker's Compensation and Occupational Disease insurance in accordance with the statutory requirements ofthe state in which work is to be performed. the states in which the Contractor's employees reside and the states ln which the Contractor is domiciled: Employers Liability Insurance with limits of not less than $1,000,000 and speci?cally including: 1. Protection for liabilities under the Federal Longshoremen?s and Harbor Worker?s Compensation Act and the Outer Continental Shelf Lands Act. 2. Coverage for liability under the Merchant Marine Act of 1920. commonly known as the Jones Act: the Admiralty Act; and the Death on the High Seas Act with limits of not less than $1,000,000 per accident. 3. Protection against liability of employer to provide transportation. wages. maintenance and cure to maritime employees and 8 Voluntary Compensation Endorsement. 4. Coverage amended to provide that a claim "In Rem? shall be treated as a claim "In Personam? against the employer. 5. 'Bonowed Servant" endorsement as follows: "It is agreed that a claim against Company. its subsidiaries and affiliated companies. and the owners. co?owners. and joint venturers. If any. and their respective underwriters by an employee of the Contractor based on the doctrine of "Borrowed Servant" shall as respects this insurance be treated as a claim arising under this policy against the Contractor hereunder: and Company. its subsidiaries and af?liated companies. and the owners. act-owners. and joint venturers. if any. and their respective underwriters shall receive bene?t of this insurance with respect to such claims." 8. Comprehensive General Liability Insurance with limits of not less than 351000.000 per occurrence Bodily injury and 51.000.000 per occurrence Property Damage. including the following coverage: 1. Premises and Operations Coverage 2. Contractual Liability covering liabilities assumed under this Agreement. 3. Broad Form Property Damage Liability Endorsement 4. "In Rem" Endorsement 5. Products and Completed Operations (for a minimum of two years after acceptance of the work). 6. Contractor?s Protective Liability (if subcontracting is authorized). C. Automobiie Liability Insurance covering owned. hired. and non-owned vehicles with limits of not less than $1.000.000 per person and $1,000,000 per occurrence Bodily Injury and $1,000,000 Property Damage. D. Physical Damage Insurance - Covering loss of or damage to equipment and machinery used in the performance of work set forth in this Agreement. including loss or damage during loading. unloading. and white In transit. Such coverage shall be on an all-risk basis or its equivalent subject to a limit of not less than ninety percent of the actual cash value at the time of toss with any and all deductibles to be assumed by. for the account of. and at Contractor?s sole risk. E. Excess Liability Insurance - Provide excess liability insurance for categories A. B. and above for $5 miilion per occurrence which coverage shalt be In a form satisfactory to the Company. F. Marine Equipment - Where the work described by this Agreement involves the use of the marine equipment owned or chartered by the Contractor. the Contractor shall provide the tolIOWIng insurance as applicable: 1. Hull 8r Machinery Insurance - Full Form Hull Machinery Insurance. including collision liability. with the sistership clause unamended, with limits of liability at least equal to the full value of the vessel. If any vessel engages In towing operations. said insurance shall include full Tower?s Liability with the sistership clause unamended. \ALWastcf 5130195 Case Document 20-2 Filed 07/15/08 Page 8 of 10 2. Standard Protection Indemnity insurance - Coverage with limits at least equai to the iuli value of each vessai including coverage for Masters and Members of the Crews of Vessels if coverage for maritime employees is not provided under Paragraph A. 3. Excess rotection - Excess Protection and indemnity. including Collision and Tower?s Liability in an amount at least equal to the value of each vessel covered or the difference between the full value of each vessel and $1 ?00,000, whichever is greater. 4. Voluntary Removal of WreckIDebris insurance - Covering Contractor?s operations in an amount of not less than $1,000,000 per occurrence. G. Aircraft - in any operations requiring the use of aircraft andior helicopter (unless provided by Company). combined single limit insurance shall be maintained for public iiability. passenger liability and property damage in an amount of not less than 335000.000; this insurance shall cover all owned and non-owned aircraft including helicopters, used by Contractor in connection with the performance of work set forth in this Agreement. \AiMnsler 33035 Case Document 20-2 Filed 07/15/08 Page 9 of 10 EXHIBIT CONTRACTORS CERTIFICATION A. EQUAL EMPLOYMENT OPPORTUNITY it is hereby agreed that the following provisions which are also set forth in Section 202 of Executive Order No. 11246 of September 24.1965. are made a part of each agreement and purchase order presently existing or which may be entered into hereafter. between Contractor and Company. 1. Contractor will not discriminate against any employee or applicant for employment because of race. color. religion. sex or national origin. Contractor will take af?nnative action to ensure that applicants are employed. and that employees are treated during employment. without regard to their race, color religion. sex or nationai origin. Such action shall include, but not be limited to. the following: employment. upgrading. demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation: and selection for training. including apprenticeship. Contractor agrees to post. in conspicuous places. available to employees and applicants of employment. notices to be provided by the contracting of?cer, setting forth the provisions of this nondiscrimination clause. 2. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor. state that all quali?ed applicants will receive consideration for employment without regard to race. color. religion. sex or national origin. 3. Contractor will send to each labor Union or representative of workers with which he has a collective bargaining agreement or other contract or Understanding. a notice to be provided by the agency contracting of?cer. advising the labor union or workers? representatives of the Operator?s commitments under Section 202 of Executive Order No. 11246 of September 24.1965. and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. Contractor will comply with all provisions of Executive Order No. 11246 of September 24,1965. and of all the nJles. regulations and relevant orders of the Secretary of Labor. 5. Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24. 1965. and by the atlas, regulations and orders of the Secretary of Labor. or pursuant thereto. and will permit access to his books. records and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such miss. regulations and orders. 6. in the event of Contractors noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules. regulations or orders, this Agreement may be canceled. terminated. or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24. 1965. and such other sanctions may be imposed and remedies invoked as provided in said Executive Order No. 11246 of September 24. 1965. or by rule. regulation or order of the Secretary of Labor..or as otherwise provided by law. 7. Contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules. regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24.1965. so that such provisions will be binding upon each subcontractor or vendor. Contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions. including sanctions for noncompliance; provided: however. that in the event Contractor becomes Involved In. or is threatened with litigation with a subcontractor or vendor as a result of such direction by the contracting agency. the Contractor may request the United States to enter into such litigation to protect the interest of the United States. 8. EQUAL EMPLOYMENT OPPORTUNITY REPORTING Contractor agrees to ?le with the appropriate federal agency a complete and accurate report on Standard Form 100 (EEO-1) within thirty (30) days after the signing of Its agreement or the award of any such purchase order. as the case may be (unless such a report has been ?led in the last twelve (12) months). and agrees to continue to ?le such reports annually. on or before March 31. (41 CFR 60-17(81) C. AFFIRMATIVE ACTION COMPLIANCE PROGRAM Contractor agrees to develop and maintain a current written af?rmative action compliance program for each of its establishments in accordance with the reguiations of the Secretary of Labor promulgated under Executive Order No. 11246. as amended (41 CF 50-140). Contractor. by entering into this Agreement. certi?es that it does not maintain or provide for its employees any segregated facilities at any of its establishments. and that it does not permit its employees to perform their services at any location. under its control. where segregated facilities are maintained. lt certi?es further that it will not maintain or provide for its employees any segregated facilities at any of its establishments. and that it will not permit its employees to perform their services at any location, under its control. where segregated facilities are maintained. ContractOr agrees that a breach of this certification is a violation of the Equal Opportunity Clause in this Contract. As used in this certi?cation. the term ?segregated facilities? means. but is not limited to. any waiting rooms, work areas. restrooms and washrooms. restaurants and other eating areas. time clocks. locker rooms and other storage or dressing areas. parking lots. drinking fountains, recreation or entertainment areas, transportation. and housing facilities provided for employees which are segregated by espiicit directive or are in fact segregated on the basis of race. creed. color. or national origin. because of habit, local custom. or othenvise. It further agrees that {except where. it has obtained identical certi?cations from proposed subcontractors for speci?c time periods). it will obtain identical certi?cations from proposed subcontractors prior to the award of subcontracts exceeding $10.000 which are not exempt from the provisions of the Equal Opportunity Clause; that it will retain such certi?cations in its ?les; and that it will forward the following notice to such proposed subcontractors (exceptwhere the proposed subcontractors have submitted identical certi?cations for speci?c time periodS): \Aleo star 5130/95 Case Document 20-2 Filed 07/15/08 Page 10 of 10 NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF NONSEGREGATED FACILITIES A codi?cation of Nonsegregated Facilities. as required by the May 9.1967 Order (32 FR. 7439. May 19,196?) on Elimination of Segregated Facilities. by the Secretary of Labor must be submitted prior to the award of a subcontract exceeding $10,000 which is not exempt from the provisions of the Equal Opportunity Clause. The certification may be submitted either for each subcontractor or for all subcontracts during a period quarterly. semi-annually. or annually). D. EMPLOYMENT OF VETERANS The Af?nnattve Action for Disabled Veterans and Veterans of the Vietnam Era Clause set form at 59630" 50.2594 0f True 41 Code of Federal Regulations is hereby incorporated herein by reference. (This clause is applicable to all contracts or purchase orders for $10,000 or mere.) 2. Contractor agrees further to place the above provisions in any subcontract nonexempt under the rules and regulations promulgated by the Secretary of Labor under the Vietnam Era Veterans Readjustment Assistance Act of 1914. E. EMPLOYMENT OF HANDICAPPED PERSONS 1. The Af?rmative Action for Handicapped Workers Clause set forth in Section (SD-741.41 of Title 41 Code of Federal Regulations Is hereby incorporated herein by reference. (This clause is applicable to all contracts or purchase orders for $2,500 or more.) 2. Contractor agrees further to place the above provision in any subcontract nonexempt under the rules and regulations promulgated by the Seeretary of Labor under the Rehabilitation Act of 1973. \Azlhtasler 53085