EX-10.1






Exhibit 10.1




Corning Natural Gas Corporation




CORNING NATURAL GAS CORPORATION




Bid Document For




Construction
Services



For


Natural Gas Main and Service Installation


In


The Corning, New York Area




 









 





Corning Natural Gas Corporation




Table of Contents




Cover Letter




Bid Acknowledgement Sheet




Instructions to Bidders




SECTION I     Contract Agreement




SECTION II     Schedules and Appendices



SCHEDULE
“A”       Scope of Work, Specification(s) and Drawing(s)



SCHEDULE “B”       Remuneration



SCHEDULE “C”       Construction Schedule



SCHEDULE “D”       Contractor Personnel



SCHEDULE “E”       Contractor Equipment



SCHEDULE “F”       Contractor’s Subcontractors and Vendors



SCHEDULE “G”       Certificate of Final Payment and Release





 









 








Corning Natural Gas Corporation




Bid Acknowledgement




	 	 	 	 	 	 	 
	To:	 	CORNING NATURAL GAS CORPORATION	 	 
	 

	 	PO Box 58	 	 	 	 
	 

	 	Corning, NY	 	 	 	 
	 

	 	14830-2152	 	 	 	 
	 

	 	Attention:
	 	Jen Beers, Operations Clerk	 	 
	 

	 	 	 	Fax: (607) 936-4014	 	 
	 

	 	 	 	Number of Pages to Follow:                     	 	 











Please Fax this sheet within 3 days after receipt of Bid Request




					
	 	 	 	 	 
	Receipt of your Bid Invitation No.
	 	closing
	 	at 2:00 pm is hereby






acknowledged.





	o	 	We intend to submit our proposal on or before                     , 2008.
	 
	o	 	We do not intend to bid because:





 











 











 











 





	 	 	 	 	 	 	 	 	 	 	 
	Signed

	 	 	 	 	 	Title
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Company

	 	 	 	 	 	Date	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 









Additional Comments:




 











 











 











 





 









 





Corning Natural Gas Corporation




Corning Natural Gas Corporation




Bid Form for Construction Services For




Pipeline Construction in the Corning, New York Area




			
	 	 	 
	Bid Number:
	 	Date:                     , 2008






CORNING NATURAL GAS CORPORATION (the “Company”)

PO Box 58

Corning, NY

14830-2152

Attention: Ray Spear, System Planning Supervisor




Dear Sir:



The undersigned (the “Contractor”), a corporation organized under the laws of the state of
                                        
, and authorized to carry on business in the State of New York, and whose office
is located in
                                        
                    , certify that we have read, examined and
understood, all the Contract Documents concerning the Work described therein. We have also made an
inspection of the Worksite and are thoroughly familiar with the conditions that exist on the
Worksite. We hereby offer to enter into a contract to perform, in accordance with these
Contract Documents, all Work necessary for the prices shown in the Schedules attached hereto and
forming a part hereof:




	 	 	 	 	 	 	 
	 

	 	Section II
	 	–
	 	Schedules
	 

	 	 	 	 	 	Schedule “A” – Scope of Work, Specification and Drawing
	 

	 	 	 	 	 	Schedule “B” — Remuneration
	 

	 	 	 	 	 	Schedule “C” – Construction Schedule
	 

	 	 	 	 	 	Schedule “D” – Contractor Personnel
	 

	 	 	 	 	 	Schedule “E” – Contractor Equipment
	 

	 	 	 	 	 	Schedule “F” – Contractor’s Subcontractors and Vendors
	 

	 	 	 	 	 	Schedule “G” – Certificate of Final Payment and Release





It is understood that the Company shall not be obliged to accept the lowest Bid, or any Bid, and
shall have the right to reject any and all Bids, in whole or part, and may award a contract to
other than the lowest Bidder. Company shall not be deemed to have accepted any Bid unless and until
it has duly executed a contract that is substantially in the same form as the attached form of
agreement with the Bidder, and has delivered the executed Contract Agreement or a copy thereof to
the Bidder.



Furthermore, Company reserves the right to waive non-compliance with the Terms, Conditions, Scope,
and/or specifications of this inquiry, at the Companies sole discretion, and it is understood that
all capitalized terms used herein shall have the meaning ascribed to them in Section I, Contract
Agreement.




	 	 	 	 	 	 	 
	Respectfully submitted:

	 	 	 	Per:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Contractor’s Name
	 	 	 	Per:	 	 
	Seal Affixed

	 	 	 	 	 	 
	 

	 	 	 	 	 	 





 









 





Corning Natural Gas Corporation




Instructions to Bidders





	1.	 	Receiving Of Tenders
	 
	 	 	Bids shall be received in the offices of Corning Natural Gas Corporation, 330 W William
Street, PO Box 58 Corning, NY, 14830-2152 not later than 2:00 p.m., on the Wednesday, May
21, 2008 to the attention of Ms. Jen Beers, Operations Clerk.

No faxed or emailed bids allowed.
	 
	 	 	In the context of these documents, “Bidder” means a firm that is in the business of
providing Work of the type described in these Bid documents and that is registered in the
State where the Work is to be performed.
	 
	2.	 	Requirement Description
	 
	 	 	The requirement is for the Construction of Pipeline and as specified in Section lll attached
hereto. This contract is intended to cover work up to an unspecified dollar value. Contracts
could be awarded to one or more Contractor(s) for Pipeline work and/or facilities work for
each of the following projects in the Corning Natural Gas locations:





	 	 	 	 	 
	Project 1

	 	Skyline Drive, Corning, NY
	 	Contract #080014
	Project 2

	 	Victory Highway, Painted Post, NY
	 	Contract #080016
	Project 3

	 	Corning Boulevard, Corning, NY
	 	Contract #080018
	Project 4

	 	Denmark Hill, Corning, NY
	 	Contract #080019
	Project 5

	 	Trescott Drive, Corning, NY
	 	Contract #080020
	Project 6

	 	West Caton Road, Corning, NY
	 	Contract #080025







	 	 	Contractor is urged to bid on any or all projects listed above.
	 
	 	 	The Company reserves the right to bid any and all work in the Corning region at its
discretion.






	3.	 	Type of Contract
	 
	 	 	The Work shall be awarded on a lump sum not to exceed basis for each project. Bids must be
submitted complete with the following information:




Schedule “A” – Scope of Work, Specification and Drawing

Schedule “B”  —  Remuneration

Schedule “C” – Construction Schedule

Schedule “D” – Contractor Personnel

Schedule “E” – Contractor Equipment

Schedule “F” – Contractor’s Subcontractors and Vendors

Schedule “G” – Certificate of Final Payment and Release





	4.	 	Project Award Incentive
	 
	 	 	If one contractor is awarded three of the above projects then Corning will be granted a 3%
discount off the total of the three projects. If one contractor is awarded six of the above
projects then Corning will be granted a 6% discount off the total of the six projects.
	 
	5.	 	Price and Payment Considerations






	 	(a)	 	Bidder must state payment terms.
	 
	 	(b)	 	Bidder must complete all schedules.
	 
	 	(c)	 	Bidder must state the expiry date of its proposal.





 









 





Corning Natural Gas Corporation





	6.	 	Site Investigation
	 
	 	 	Bidder must be familiar with regional conditions where the proposed Work/Services are to be
provided, judging for and satisfying himself as to the conditions to be encountered. Bidder
may not claim after the submission of a bid that there was any misunderstanding with respect
to the conditions imposed by the site(s).
	 
	7.	 	Form of Submission
	 
	 	 	One (1) completed copy of your sealed bid proposal are herby requested and should be sent to
the address indicated in item 1.
	 
	 	 	Bidders are requested to return via FAX the enclosed Bid acknowledgement sheet indicating
whether or not a Bid will be submitted.
	 
	8.	 	Insurance
	 
	 	 	The successful Bidder shall provide insurance as called for and shall submit certified
evidence of this to Company immediately upon award of this Agreement. See Contract
Agreement Section I of these documents for Company’s insurance requirements.
	 
	9.	 	Signing of Bid
	 
	 	 	The Bid Form must be executed under the corporate seal of the Bidder, and signed by an
authorized officer or director of the Bidder.
	 
	10.	 	Withdrawal of Bid
	 
	 	 	A Bidder may, without prejudice to himself, withdraw this bid at any time prior to two (2)
hours before the time set for the closing of Bids.
	 
	11.	 	Bid Rejection
	 
	 	 	The Company reserves the right to reject any or all Bids; the lowest or any Bid will not
necessarily be accepted. Without limiting the generality of the foregoing, any Bid may be
rejected which is incomplete, obscure, irregular, which has erasures or corrections in the
Bid, or in which prices are omitted or are unbalanced.
	 
	 	 	Furthermore, Company reserves the right to waive non-compliance with the Terms, Conditions,
Scope, and/or specifications of this inquiry, at the Company’s sole discretion
	 
	12.	 	Acceptance of Contractor’s Bid
	 
	 	 	All Bids submitted shall constitute continuing offers to perform the Work outlined herein
and shall be considered to remain in effect for a period of not less than sixty (60) days
after the closing date.
	 
	13.	 	Subcontractors, Vendors and Key Personnel
	 
	 	 	Bidders shall submit the names of all Subcontractors, Vendors and Key Personnel it proposes
to employ in the Work. Subcontractors, Vendors and Key Personnel may not be changed nor
additional Subcontractors, Vendors or Key Personnel employed without the written consent of
the Company.
	 
	14.	 	Materials
	 
	 	 	All materials such as pipe, valves, fittings, risers, supports, tape and wire for the
project will be supplied by the Company. For any other material, the Contractor shall
supply and shall submit the names of the material suppliers it intends to use, together with
the trade or brand name of the materials supplied. Material suppliers must not be changed
nor additional material suppliers utilized without the written approval of the Company.




 









 











Corning Natural Gas Corporation





	15.	 	Taxes
	 
	 	 	Except for any applicable state or local taxes, the Bidder shall be responsible for, and
pay, any taxes and contributions now or hereafter imposed by any government, including
payments required under Worker’s Compensation laws prevailing in the area of operations.
	 
	 	 	The Bidder’s price(s) specified in the Bid shall not include state or local taxes. Any tax
credits obtained by the Bidder, on taxes included in the tendered price, shall be credited
to the Company. The bidder shall supply its Tax registration number with the Bid.
	 
	16.	 	Scheduling
	 
	 	 	It is intended that the Company shall award the Contract(s) by May 28, 2008 with Work
commencing anytime after June 1, 2008. The required completion date for all projects is
November 3, 2008. Bidder should quote pricing valid for one (1) year.
	 
	 	 	The contractor shall pay to the Company $500 per business day for every day past the
November 3, 2008 completion deadline.
	 
	17.	 	Compliance with Regulations
	 
	 	 	The Bidder shall be solely responsible for taking into consideration the effect of the
progress and cost of Work to be performed and of all regulations by governing bodies having
jurisdiction over matters including, but not limited to, hours of work, qualification of
personnel, prevailing wage scales, local labor conditions, licenses, permits and use of
public conveniences.
	 
	18.	 	Discrepancies or Omissions
	 
	 	 	If a bidder finds discrepancies in or omissions from the included Schedules herein or other
contract documents, or has any doubt as to the meaning or intent of any part thereof, he
shall at once inform the Company, who may send written instruction or clarification to all
Bidders.
	 
	 	 	No oral interpretation shall be made to any Bidder as to the meaning of the Contract
Documents. Every request for an interpretation shall be made in writing, addressed and
forwarded to:
	 
	 	 	CORNING NATURAL GAS CORPORATION

PO Box 58

Corning, NY

14830-2152

Attention: Ray Spear, System Planning Supervisor

Ph: 607-936-3755 ext 202

Fax:607-936-9673
	 
	19.	 	Bid Evaluation and Clarification
	 
	 	 	It is a condition of the Company that during the evaluation period of the submitted Bids the
Company has the right to contact Bidders for clarifications of the submitted Bid. In the
event that a clarification results in a change in the quoted Sum, Company reserves the right
to contact each Bidder to obtain the same clarification which may or may not change the
Bidder being the lowest Bidder. It shall be at the Companies sole discretion to change the
rating of the Bidders.
	 
	 	 	The Company, also, reserves the right to waive compliance of this bid request at the
discretion of the Company.
	 
	20.	 	Contract
	 
	 	 	Notwithstanding anything herein, the Bidder selected by Company to perform the Work required
including the procurement of materials as provided in these documents agrees that it will
enter into a Contract Agreement substantially in the same form as the form attached hereto
as Section I prior to commencing Work or any compensation being due and/or payable.
	 
	21.	 	Traffic Requirement
	 
	 	 	Where it is applicable the Contractor must be aware of and comply with any and all Traffic
and transportation regulations and rules.




 









 











Corning Natural Gas Corporation





	22.	 	Contract
	 
	 	 	The Company reserves the right to award to more than one bidder. Notwithstanding anything
herein, the Bidder or Bidders selected by Company to perform the Services required herein
and possible procurement of materials as provided herein in this document hereto agrees that
it will enter into a contract agreement substantially in the form attached prior to
commencing Services or any compensation being due and/or payable.
	 
	23.	 	Code Rule 753
	 
	 	 	Any violations and penalties issued to the Company as a result of damage by the Contractor
to properly marked underground facilities, per Code Rule 753, will be the responsibility of
the Contractor.






 









 








Corning Natural Gas Corporation




SECTION I




Contract Agreement




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 – DEFINITIONS AND INTERPRETATION
	 	 	4	 
	1.1 Definition of Terms
	 	 	4	 
	1.2 Interpretation
	 	 	6	 
	1.3 Priority of Documents
	 	 	7	 
	1.4 Schedules
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 2 – SCOPE AND DESCRIPTION OF WORK
	 	 	7	 
	2.1 Scope of Work
	 	 	7	 
	2.2 Discrepancies
	 	 	8	 
	2.3 Changes and Extra Work
	 	 	8	 
	2.4 Payment for Changes and Extra Work
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 3 – TERM AND TERMINATION
	 	 	9	 
	3.1 Term of Agreement
	 	 	9	 
	3.2 Suspension of Work by Company
	 	 	9	 
	3.3 Termination for Cause by Either Party
	 	 	10	 
	3.4 Termination for Cause by Company
	 	 	10	 
	3.5 Consequences of Termination
	 	 	11	 
	3.6 Termination at Will by Company
	 	 	12	 
	3.7 Requirement to Complete
	 	 	12	 
	3.8 Company’s Right to Terminate
	 	 	12	 
	3.9 Termination of Abreement by Contractor
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 4 – CONSTRUCTION SCHEDULE
	 	 	13	 
	4.1 Construction Schedule
	 	 	13	 
	4.2 Extension of Completion Date
	 	 	13	 
	4.3 Insufficient Rate of Progress
	 	 	13	 
	4.4 Failure to Complete on Time
	 	 	13	 
	4.5 No Bonus
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 5 – PERFORMANCE STANDARDS
	 	 	14	 
	5.1 Contractor Representations
	 	 	14	 
	5.2 Independent Contractor
	 	 	14	 
	5.3 Compliance
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 6 – REPRESENTATIVES
	 	 	15	 
	6.1 Company Representatives
	 	 	15	 
	6.2 Contractor Representative
	 	 	15	 
	6.3 Possession of Agreement
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 7 – WORKSITE
	 	 	16	 
	7.1 Lands Provided by Company
	 	 	16	 
	7.2 Private Land
	 	 	16	 
	7.3 Site and Conduct of Work Thereon
	 	 	16	 
	7.4 Copy of Agreement
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 8 – RESPONSIBILITIES OF CONTRACTOR
	 	 	16	 
	8.1 Contractor Personnel
	 	 	16	 
	8.2 Contractor Equipment
	 	 	17	 
	8.3 Superintendence by Contractor
	 	 	18	 
	8.4 Permits and Licenses
	 	 	18	 
	8.5 Safety
	 	 	18	 
	8.6 Contractor’s Financial Responsibilities and Liens
	 	 	18	 
	8.7 Performance Bond
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 9 – MATERIALS
	 	 	19	 
	9.1 Materials Supplied by Contractor
	 	 	19	 
	9.2 Materials Supplied by Company
	 	 	20	 
	9.3 Storage of Materials by Contractor
	 	 	20	 
	9.4 Wastage
	 	 	20	 






Section  I - Page 1









 






Corning Natural Gas Corporation






	 	 	 	 	 
	ARTICLE 10 – INSPECTION
	 	 	20	 
	10.1 Inspection
	 	 	20	 
	10.2 No Deemed Acceptance
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 11 – DEFICIENCIES
	 	 	21	 
	11.1 Rejected Work and Materials
	 	 	21	 
	11.2 Company’s Right to Correct Deficiencies
	 	 	21	 
	11.3 Non-Waiver of Defaults
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 12 – OWNERSHIP OF WORK
	 	 	22	 
	12.1 Title to Materials
	 	 	22	 
	12.2 Title to Work
	 	 	22	 
	12.3 Use of Completed Portions
	 	 	22	 
	123.4 Damage to Work
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 13 – RIGHTS OF COMPANY
	 	 	22	 
	13.1 Separate Contracts
	 	 	22	 
	13.2 Review of purchase Orders
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 14 – COMPLETION AND ACCEPTANCE
	 	 	23	 
	14.1 Completion of Work
	 	 	23	 
	14.2 Final Inspection by Company
	 	 	23	 
	14.3 Partial Acceptance of Work
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 15 – GUARANTEE OF WORK
	 	 	24	 
	15.1 Guarantee Period
	 	 	24	 
	15.2 Correction of Deficiencies Pursuant to Guarantee
	 	 	24	 
	15.3 Failure to Correct
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 16 – FINANCIAL MATTERS
	 	 	24	 
	16.1 Compensation
	 	 	24	 
	16.2 Invoices
	 	 	25	 
	16.3 Progress Payments
	 	 	25	 
	16.4 Withholdings
	 	 	25	 
	16.5 Final Progress Payment
	 	 	26	 
	16.6 Release of Amounts Withheld
	 	 	26	 
	16.7 Partial Release of Amounts Withheld
	 	 	26	 
	16.8 Removal of Liens
	 	 	27	 
	16.9 Set-Off
	 	 	27	 
	16.10 Taxes
	 	 	27	 
	 
	 	 	 	 
	ARTICLE 17 – AUDIT
	 	 	28	 
	17.1 Audit Right
	 	 	28	 
	17.2 Maintenance of Records
	 	 	28	 
	17.3 Audit
	 	 	28	 
	17.4 Access to Facilities and Records
	 	 	28	 
	17.5 Audit Adjustments
	 	 	28	 
	17.6 Cost of Audit
	 	 	28	 
	17.7 Subcontractors
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 18 – ASSIGNMENT AND SUBCONTRACTING
	 	 	29	 
	18.1 Assignment by Company
	 	 	29	 
	18.2 Assignment by Contractor
	 	 	29	 
	18.3 Subcontractors
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 19 – LIABILITIES AND INDEMNITIES
	 	 	30	 
	19.1 Acts of Contractor and Contractor Personnel
	 	 	30	 
	19.2 Specific Claims
	 	 	30	 
	19.3 Compliance and Regulations
	 	 	30	 
	19.4 Patents and Intellectual Property Indemnity
	 	 	30	 
	19.5 Company Right to Defend
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 20 – INSURANCE
	 	 	31	 
	20.1 Insurance Required of Contractor
	 	 	31	 
	20.2 No Limit of Liability
	 	 	31	 
	20.3 Notice to Company
	 	 	31	 
	20.4 Company Group as Additional Insureds
	 	 	32	 
	20.5 Subcontractors’ Insurance
	 	 	32	 






Section I - Page 2









 






Corning Natural Gas Corporation







	 	 	 	 	 
	20.6 Deductibles
	 	 	32	 
	20.7 Certificates of Insurance
	 	 	32	 
	20.8 Right of Company to Insure
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 21 – FORCE MAJEURE
	 	 	32	 
	21.1 Definition
	 	 	32	 
	21.2 No Liability
	 	 	33	 
	21.3 Notice
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 22 – GENERAL
	 	 	33	 
	22.1 Entire Agreement
	 	 	33	 
	22.2 No Waiver
	 	 	33	 
	22.3 Notices
	 	 	33	 
	22.4 Confidential Information
	 	 	34	 
	22.5 Public Announcements
	 	 	34	 
	22.6 Anti-Corruption
	 	 	34	 
	22.7 Severability of Provisions
	 	 	35	 
	22.8 Drafting
	 	 	35	 
	22.9 Time of Essence
	 	 	35	 
	22.10 Governing Law
	 	 	35	 
	22.11 Survival
	 	 	36	 
	22.12 Counterpart and Facsimile Execution
	 	 	36	 






Section I - Page 3









 





Corning Natural Gas Corporation




CONTRACT AGREEMENT




THIS AGREEMENT made as of the AWARD DATE,




BETWEEN:



CORNING NATURAL GAS CORPORATION, a body corporate,
 registered and
carrying on business in accordance with the laws of New York

(hereinafter called the “Company”)




OF THE FIRST PART




- and -



CONTRACTOR’S NAME, a body corporate, incorporated under the laws 
of
CONTRACTOR’S STATE INCPORPORATION, having an office in 
CONTRACTOR’S
LOCATION, (hereinafter called the “Contractor”)




OF THE SECOND PART




WITNESSETH:



The Parties agree as follows:




ARTICLE 1

DEFINITIONS AND INTERPRETATION





	1.1	 	Definition of Terms
	 
	 	 	In this Agreement, the meaning of the following words and phrases shall be as follows:






	 	a)	 	“Addenda” means any instructions in writing issued by Company relating
to the Work and intended to amend or add to this Agreement.
	 
	 	b)	 	“Affiliate” means a company or person which controls or is controlled
by a Party, or which controls or is controlled by a company or person which
controls such Party, where control means the power to direct or cause the direction
of the management and policies of the other person, whether directly or indirectly,
through one or more intermediaries or otherwise, and whether by virtue of the
ownership of shares or other equity interests, the holding of voting rights or
contractual rights, or otherwise.
	 
	 	c)	 	“Agreement” means the body of this Agreement, all schedules to this
Agreement, all renewals of and Addenda to this Agreement, and every CWO.
	 
	 	d)	 	“Builders’ Lien Act” means the Builders’ Lien Act or other similar
legislation that is enacted and in force in the state where the Worksite is
located.
	 
	 	e)	 	“Change” means any change, variation, supplement or revision to the
Work or the Extra Work, other than a Minor Change.
	 
	 	f)	 	“Claim” means any and all liabilities, obligations, losses, damages,
royalties, penalties, claims, demands, actions, suits, judgments, costs, expenses
and disbursements, whether founded or unfounded, and includes court costs, legal
fees (on a solicitor and own client basis) and expenses and costs of investigation.
	 
	 	g)	 	“Company Group” means Company, its Affiliates, and all Company
Personnel.





Section I - Page 4









 





Corning Natural Gas Corporation





	 	h)	 	“Company Material and Equipment” means materials and process equipment
purchased and supplied by Company and delivered to Contractor for incorporation
into the Work in accordance with Schedule “G” of this Agreement or pursuant to a
CWO.
	 
	 	i)	 	“Company Personnel” means the directors, officers, employees,
contractors (excluding Contractor), agents, servants and Invitees of Company, and
each Affiliate of Company.
	 
	 	j)	 	“Company Representative” has the meaning set forth in Article 6.1.
	 
	 	k)	 	“Construction Schedule” has the meaning set forth in Article 4.1.
	 
	 	l)	 	“Contract Price” means the total sum payable by Company to Contractor
for the completion of the Work in strict accordance with the provisions of this
Agreement.
	 
	 	m)	 	“Contractor Equipment” means any equipment furnished by Contractor from
time to time which is required to complete the Work but which does not become a
part of the completed Work.
	 
	 	n)	 	“Contractor Group” means Contractor, its Affiliates, and all Contractor
Personnel.
	 
	 	o)	 	 “Contractor Personnel” means the directors, officers, employees,
Subcontractors, agents, servants and Invitees of Contractor, and of each Affiliate
and Subcontractor of, and each joint venture with, Contractor.
	 
	 	p)	 	“Contractor Representative” has the meaning set forth in Article 6.2.
	 
	 	q)	 	“CWO” means any Change Work Order in a form prepared by Company,
completed by Contractor, and executed by both Parties which specifies a Change, or
which initiates any Extra Work.
	 
	 	r)	 	“Equipment” means machinery, equipment, facilities, drilling tools,
tools, supplies, special tools, apparatus, utilities, instruments, transportation,
spare parts and other items of whatever nature used directly or indirectly for
Work, irrespective of ownership.
	 
	 	s)	 	“Extra Work” means the performance of any work or compliance with any
other requirements, other than a Change, which is not contemplated in the Work as
described in this Agreement.
	 
	 	t)	 	“Inspector” means a person authorized in writing by Company to inspect
the Work or any part of it.
	 
	 	u)	 	“Invitee” means any person not a Party to this Agreement whose presence
is at the invitation of a Party to this Agreement as a guest and not under
employment, retainer, contract or subcontract.
	 
	 	v)	 	“Minor Change” means an alteration to a portion of Work which is
consistent with the intent of this Agreement and the anticipated development and
refinement of specifications and drawings, and which does not unreasonably alter
portions of Work already completed or affect the schedule for, or cost of,
completing the remaining portions of Work.
	 
	 	w)	 	“Parties” means the parties to this Agreement, and “Party” means any
one of them.
	 
	 	x)	 	“Progress Payment” means the amount payable by Company to Contractor
based on completion of a portion of the Work as specified in Schedule “H”.
	 
	 	y)	 	“Rates” means the charges, rates, lump sum payments and reimbursable
costs to be paid to Contractor by Company from time to time for Extra Work or
Changes, as set out in Schedule “B”, and as may be varied from time to time upon
request by Contractor and pursuant to a CWO.





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	 	z)	 	“Regulations” means all statutes, laws, regulations, rules, orders,
directives and statutory instruments in effect from time to time and made by
governments or governmental boards or agencies having jurisdiction over the subject
matter of this Agreement or any CWO.
	 
	 	aa)	 	“Subcontract” means any contract between Contractor and any other
person for the performance of Work or any part thereof, including any joint venture
and partnership agreements relating thereto.
	 
	 	bb)	 	“Subcontractor” means any person, firm or corporation having a contract
with Contractor for the execution of a part or parts of the Work included in this
Agreement, including any person, firm or corporation furnishing material called for
in this Agreement and manufactured to a special design according to the
specifications and drawings and including any partners and associates of Contractor
in any joint venture, partnership or like agreement, but not including any person,
firm or corporation that merely furnishes material not so manufactured.
	 
	 	cc)	 	“Subcontractors” means subcontractors, sub-suppliers and sub-vendors of
a person, in any tier.
	 
	 	dd)	 	“Work” means the construction, delivery and installation of a booster
compressor by Contractor in strict accordance with this Agreement and each CWO, and
includes the entirety of the materials, consumables, equipment, personnel,
services, operations and obligations of Contractor required to perform such Work.
	 
	 	ee)	 	“Worksite” means the location or locations designated by Company where
Work is to be performed.





     1.2 Interpretation



          In this Agreement and each CWO, unless specifically stated otherwise:




	 	a)	 	“herein”, “hereby”, “hereunder”, “hereof” and similar expressions are
references to this Agreement and not to any particular Article, Exhibit or
Schedule;
	 
	 	b)	 	“Article”, “Section”, “subsection”, “Clause”, “clause”, “Schedule”,
“schedule”, “Exhibit” and “exhibit” are references to an Article, Section,
Schedule or Exhibit to this Agreement;
	 
	 	c)	 	“Person”, “person” or “persons” shall include individuals,
corporations, partnerships, associations, bodies politic and other entities;
	 
	 	d)	 	“including” means “including without limitation”;
	 
	 	e)	 	“$”, “dollars” or other sums of money means United States currency,
unless specifically stated otherwise;
	 
	 	f)	 	words importing the singular shall include the plural and vice versa,
and words importing the masculine gender shall include the feminine and neuter
genders;
	 
	 	g)	 	headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement or any CWO;
	 
	 	h)	 	where a word or phrase is defined, its derivatives or other grammatical
forms have a corresponding meaning;
	 
	 	i)	 	where a word or phrase appears in quotations or parenthesis or both,
that word or phrase is deemed to be a defined word or phrase and gets its meaning
from the words or phrases that immediately precede or follow that word or phrase;
	 
	 	j)	 	references to any Regulation include all of amendments and
re-enactments of such Regulation; and





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	1.3	 	Priority of Documents






	 	a)	 	In the event of any inconsistency or conflict between the body of this
Agreement and any Schedule, the body of this Agreement shall prevail. In the event
of a conflict between any of the Schedules, precedence shall be determined by the
order in which the Schedules are listed in Article 1.4, in descending order.
	 
	 	b)	 	In the event of a conflict between the body of this Agreement and a
term contained in a CWO, the terms of this Agreement shall govern. In the event of
a conflict between an Addenda or CWO and a Schedule hereto, the Addenda or CWO
shall govern. Where a conflict or conflicts exist between any Addenda or CWOs, the
Addendum or CWO subsequent in time shall govern.
	 
	 	c)	 	The fact that any of Schedule to this Agreement or any CWO specifies
Work or acts to be done in more particularity or shall require more Work or acts to
be done in connection with any particular operation than is required by another of
the Schedules or CWOs, or shall broaden the obligations of either of the Parties
over the obligations expressed in another of the Schedules or CWOs, is not and
shall not be considered a conflict. It is the intention of the Parties that the
body of this Agreement, the Schedules and any CWOs and their provisions shall be
cumulative.






	1.4	 	Schedules
	 
	 	 	The following schedules are attached to, form part of, and are incorporated into this Agreement:




Schedule “A”  —  Scope of Work, Specification and Drawings

Schedule “B”  —  Remuneration

Schedule “C”  —  Construction Schedule

Schedule “D”  —  Contractor Personnel

Schedule “E”  —  Contractor Equipment

Schedule “F”  —  Contractor’s Subcontractors and Vendors

Schedule “G”  —  Certificate of Final Payment and Release




ARTICLE 2

SCOPE AND DESCRIPTION OF WORK





	2.1	 	Scope of Work
	 
	 	 	Contractor shall provide all Contractor Personnel, Contractor Equipment, materials,
supplies, and supervision required for the proper execution of the Work in accordance with
this Agreement. Contractor shall perform all Work shown on the drawings and described in the
specifications and all other things necessary to complete the Work. One complete set of all
specifications and drawings shall be maintained by Contractor at the Worksite and shall be
available to Company at all times.
	 
	2.2	 	Discrepancies
	 
	 	 	Company shall have the right to determine the meaning and intention of any portion of
Schedule “A”. Where the same may be thought to be obscure or in dispute, Company shall have
the right to correct any errors or omissions therein when corrections are necessary to the
proper fulfilment of the intent of the scope of Work, specifications or drawings. Company’s
decision thereon shall be final and conclusive. Any discrepancies found between the
specifications and
drawings and any errors or omissions in such specifications or drawings, in each case as set
out in Schedule “A” hereto, shall immediately be reported to Company, and Company shall
promptly correct such discrepancies, errors or omissions in writing.




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	2.3	 	Changes and Extra Work






	 	a)	 	Company may, through a written CWO, make Changes and require the
performance of Extra Work from time to time as it may deem necessary or advisable.
	 
	 	b)	 	Contractor shall not undertake or make any Change or do any Extra Work
under this Agreement unless it has received written authorization from Company
Representative.






	2.4	 	Payment for Changes and Extra Work






	 	a)	 	If a Change or Extra Work is reasonably expected to result in an
increase or a decrease in the cost to Contractor in comparison with what its cost
would have been had no change been made, the Contract Price will be equitably
adjusted on account thereof.
	 
	 	b)	 	If a Change or Extra Work is required at the request of Contractor,
Contractor shall prepare and submit to Company a written valuation of the cost of
the Change or Extra Work.
	 
	 	c)	 	If a Change or Extra Work is required at the request of Company,
Contractor shall prepare and submit to Company a written valuation of the cost of
the Change or Extra Work.
	 
	 	d)	 	Contractor shall only be entitled to compensation in addition to the
Contract Price for Changes or Extra Work if:






	 	i.	 	prior to the performance of the Change or Extra Work,
Contractor has received a CWO signed by the Company Representative
authorizing the Change or Extra Work; and
	 
	 	ii.	 	an inspection determines that such Change or Extra Work
was not caused by a negligent act or omission of Contractor or any
Contractor Personnel or by faulty Work furnished by Contractor or any of
the Parties.






	 	e)	 	For Changes and Extra Work when additional compensation is specified in
a CWO, Contractor shall receive compensation on the following basis:






	 	i.	 	a lump sum or unit price (based on a blanket contract)
shall be agreed upon in writing between Company and Contractor prior to the
commencement of the Change or Extra Work; or
	 
	 	ii.	 	if a lump sum or unit price cannot be agreed upon,
Company shall pay to Contractor an amount equal to the sum of:






	 	A.	 	charges for Contractor Personnel and
Contractor Equipment actually employed in the implementation of such
Changes or Extra Work, as substantiated by timesheets approved by
the Company Representative, at the Rates specified in Schedule “B”
hereto; plus
	 
	 	B.	 	the actual net cost of materials
furnished by Contractor, provided that such materials were
specifically authorized in the CWO and the actual use thereof has
been verified by the Company Representative, as substantiated by
original vendor’s invoice and verification in writing by the Company
Representative of the use of such materials; plus
	 
	 	C.	 	charges for services subcontracted by
Contractor for the performance or completion of the Change or Extra
Work in accordance with the terms of
this Agreement, provided that both the Subcontractor and the terms of
payment to the Subcontractor have been approved by Company
Representative; plus






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	 	D.	 	a charge for overhead and profit for the
totals of the items set out in subsections (B) and (C) of this
Article, in accordance with Schedule “B” hereto.






	 	(iii)	 	Reports specifying the costs of the Change or Extra Work
performed each day must be submitted to Company in a format acceptable to
Company on each succeeding day after such Change or Extra Work is carried out.
The submission to, or acceptance or approval by Company, of such Work cost
records shall not at any time be deemed to be an admission that the Work is
properly chargeable as a Change or Extra Work.





ARTICLE 3

TERM AND TERMINATION





	3.1	 	Term of Agreement






Contractor shall commence the Work any time after June 1, 2008 (the “Commencement Date”) and
continue to complete the same as soon as reasonably possible. The entirety of the Work
shall be completed to the satisfaction of Company, including the installation of all
appurtenances and the performance of clean-up as specified in the terms of this Agreement,
and the Work shall in all respects be ready for its intended use, not later than November 3,
2008 (the “Completion Date”). This Agreement shall continue in force until the Work is
completed in accordance with the terms of this Agreement and to the reasonable satisfaction
of Company, unless terminated earlier pursuant to the terms hereof.




	3.2	 	Suspension of Work by Company






	 	(a)	 	Company may at any time suspend the Work, or any portion thereof, for any
reason by giving Contractor written notice of suspension. Except where required to
comply with Regulations or Policies, Contractor shall cease all Work on the date
specified in the notice and secure the Work and the equipment. Contractor shall resume
Work immediately upon receipt of written notice of Company to resume Work.






	 	(b)	 	If the Work is suspended pursuant to Article 3.2, and such suspension is not
due to Force Majeure, Company shall pay to Contractor for such shutdown an amount
computed on the following basis:






	 	(i)	 	The direct hourly labor cost of all workers who are ready,
willing and able to work, but are idle as a result of such suspension, for each
day or part thereof that such workers are idle up to the time Contractor is
required by Company to maintain only a skeleton crew; and after such request
for reduction in manpower, the direct labor costs for such skeleton crew as
Company may request to be maintained for ready resumption of the Work; all such
labor costs to be determined under the provisions of Article 2.4(d)(ii) hereof;
and
	 
	 	(ii)	 	The hourly cost of Contractor Equipment that is available for
the Work but is idle as a result of such suspension, for each day or part
thereof such Contractor Equipment is shutdown, calculated at one-half of the
Contractor Equipment costs set forth in Article 2.4(d)(ii) hereof.






Company shall not, however, be required to pay Contractor such amount unless the
workers and Contractor Equipment for such Work that has been suspended are actually
standing-by idle. Contractor covenants and agrees to the best of its ability to use
any Contractor Personnel and Contractor Equipment that are standing by for the
performance
of other parts of the Work or for Changes to the Work or Extra Work which may be
required under this Agreement.



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	 	(c)	 	Contractor acknowledges that delays that may arise by reason of the nature of
the Work have been taken into account and are compensated for in the Contract Price and
payments for any CWO, and that in no circumstances shall Contractor be entitled to
recover from Company any payment for any damages suffered by Contractor as a result of
such suspension.
	 
	 	(d)	 	At any time after receiving notice of a total or partial shutdown, Company may
require Contractor to work part days, or shutdown the Work or any part thereof
partially or completely.






	3.3	 	Termination for Cause by Either Party






Either Party shall have the right to terminate this Agreement at any time immediately upon
notice to the other Party, in the event that:




	 	(a)	 	the other Party becomes insolvent;
	 
	 	(b)	 	dissolution, winding-up, bankruptcy, insolvency, liquidation or similar
proceedings are commenced or are proposed in respect of the other Party;
	 
	 	(c)	 	the other Party takes the benefit of any bankruptcy or insolvency legislation
or files any plan of arrangement there under; or
	 
	 	(d)	 	a receiver is appointed for the other Party or any of its property.






	3.4	 	Termination for Cause by Company






Company shall have the right to terminate this Agreement for cause, immediately upon notice
to Contractor. Without limiting Company’s right to cite other reasons or occurrences as
justification of termination for cause, each of the following shall constitute grounds for
termination for cause:




	 	(a)	 	Contractor is not able to commence Work on the Commencement Date for any reason
other than Company’s default or Force Majeure;
	 
	 	(b)	 	Contractor abandons any Work required pursuant to this Agreement, other than
pursuant to an event of Force Majeure;
	 
	 	(c)	 	Company is dissatisfied with the performance of Contractor with respect to the
Work for any justified reason, including unreasonably slow progress on the part of
Contractor or Contractor’s failure to carry out the Work in a competent, skilful and
workmanlike manner or in accordance with its obligations under this Agreement, and
Contractor does not take steps to remedy the cause of such dissatisfaction within five
(5) days of written notice from Company specifying the basis for the dissatisfaction;
	 
	 	(d)	 	Contractor fails to supply sufficient:






	 	(i)	 	qualified, skilled, competent, careful and efficient Contractor
Personnel;
	 
	 	(ii)	 	serviceable Contractor Equipment in good operating condition;
or
	 
	 	(iii)	 	materials of proper quality for the due performance of the
Work under this Agreement;






	 	(e)	 	any damage to, defect in or failure, loss or breakdown of any item of
Contractor Equipment results in the suspension or interruption of Work for a period of
two (2)
successive days during which Contractor does not make every reasonable effort to
correct the cause of the interruption;
	 
	 	(f)	 	Contractor fails to observe any material provision of this Agreement, or it is
apparent to Company that Contractor will not be able to complete Work required pursuant
to this Agreement on or before the Completion Date;





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	 	(g)	 	Contractor has unilaterally interrupted the execution of Work for more than two
(2) days without fully justifying such interruption to Company’s satisfaction;






	 	(h)	 	Contractor fails to prosecute the Work, or any part thereof, with such speed as
in the opinion of Company is necessary to complete the same in accordance with the
Construction Schedule;






	 	(i)	 	Contractor has failed to maintain the insurance policies required by this
Agreement;






	 	(j)	 	Contractor has failed to comply with any Policy;
	 
	 	(k)	 	there is a change of control of Contractor or Contractor sells or assigns
substantially all of its business or its assets or;
	 
	 	(l)	 	Contractor fails to make payment for services or materials in accordance with
the terms of an applicable contract; or
	 
	 	(m)	 	Contractor has failed to comply with or has violated the terms and conditions
of any Regulation or Governmental authorization.






	3.5	 	Consequences of Termination






	 	(a)	 	If Company terminates this Agreement pursuant to Article 3.3 or Article 3.4,
Company may complete the Work by whatever methods it deems expedient, with or without
the assistance of third parties, without incurring any liability to Contractor. In
such cases, Company shall have the right to take possession of and use or permit others
to use all or any part of the materials, the Contractor Equipment (including appliances
thereon), supplies and property of every kind provided by Contractor for the purpose of
completing the Work.
	 
	 	(b)	 	Contractor shall, if requested by Company, assign to Company or to such other
person or persons as Company may designate any Subcontract or equipment rental
agreement.
	 
	 	(c)	 	Contractor shall pay Company for all actual direct costs reasonably
necessitated by the termination that would not otherwise have been incurred, including
costs incurred in obtaining re-performance of all portions of the Work that are
incomplete or defective and in obtaining performance of the remaining Work by a third
party or by Company. If Company performs any such re-performance or remainder of the
Work or any part thereof, the cost thereof shall be deemed to include reasonable
overhead of Company in supervising or carrying on the Work so performed and such other
costs and damages as Company may suffer by reason of Contractor’s default.
	 
	 	(d)	 	The remedies of Company set out in this Article 3.5 are in addition to, and not
in substitution for, any other remedies available to Company at law or in equity. The
action of Company in terminating this Agreement and requiring Contractor to stop the
performance of the Work or any part thereof shall in no way vitiate this Agreement or
affect the obligations, liabilities and responsibilities of Contractor. Company may
exercise any remedy under this Agreement or otherwise at law or in equity
contemporaneously one with the other, or in such priority as Company may see fit, and
may exercise any one or more or all of such remedies at such time and in such priority
and without prejudice to its right to any other remedy as Company may see fit.






	3.6	 	Termination at Will by Company






	 	(a)	 	If Company determines, in its sole discretion and for any reason whatsoever,
that it is in the best interest of Company to do so, it shall have the right to
terminate this Agreement by giving not less than five (5) days notice in writing to
Contractor to that effect.
	 
	 	(b)	 	In such event, the effective date of such termination shall be the date upon
which such notice period expires. If Contractor has begun operations under this
Agreement,





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	 	 	 	Contractor shall cease such operations by the effective date of termination.
Contractor shall cease such operations by the effective date of termination.
Contractor shall immediately cease placing orders for equipment and materials upon
receipt of such notice unless Company approves such orders in writing.
	 
	 	(c)	 	In the event of any such termination, neither Party shall be liable one to the
other with respect to this Agreement, except that each Party shall remain liable with
respect to all obligations created or arising under this Agreement with respect to Work
done prior to the effective date of termination and Company shall compensate Contractor
for all Work performed and materials furnished prior to the time of such cancellation
and termination, by paying the total of:






	 	(i)	 	A sum based on the actual amount of Work completed from which
shall be deducted all payments previously made to Contractor; and
	 
	 	(ii)	 	A sum equal to the cost (including freight and haulage charges)
of all Contractor furnished materials on hand and unused by Contractor at the
time of such cancellation and termination, and materials ordered but not on
hand and for which Contractor has paid or is firmly obligated to pay, none of
which has been included in previous payments. Such material shall, upon payment
thereof by Company, become the property of Company;






Subject to any holdbacks required pursuant to the Builders’ Lien Act and subject to
the terms and conditions of this Agreement as to payment and deductions.




	3.7	 	Requirement to Complete






Notwithstanding the termination of this Agreement pursuant to this Article 3, Company shall
have the right to require Contractor to complete any phase of the Work to any degree of
completion required by Company, whether before or after the effective date of termination.
Any Work so required to be completed shall be paid for under this Agreement as if such
termination had not occurred, and shall be made subject to all the provisions of this
Agreement. If such Work is performed after the effective date of termination, Contractor
will be paid for such Work in accordance with Article 2.4(d)(ii).




	3.8	 	Company’s Right to Terminate






The right to terminate given to Company in Article 3.4 and Article 3.6 may be exercised in
the sole discretion of Company. Nothing contained herein shall abridge or alter any rights
or privileges given to Company in any other portion of this Agreement.




	3.9	 	Termination of Agreement by Contractor






Contractor shall have the right to terminate this Agreement when an Order of any Court or
other public authority, other than Company, causes the Work to be stopped or suspended for
at least thirty (30) days, and such stoppage or suspension occurs through no act or fault of
Contractor or any member of Contractor Group. Contractor shall receive from Company payment
for the Work performed, expenses incurred, and losses sustained in respect of materials up
to the time of termination. Company shall not be liable for any loss of profits or damages
incurred by Contractor as a result of such stoppage or suspension. Such termination shall be
effective upon Contractor giving notice thereof.



ARTICLE 4

CONSTRUCTION SCHEDULE





	4.1	 	Construction Schedule






Contractor shall submit to Company for approval a construction schedule and plan of
operation (the “Construction Schedule”). The Construction Schedule, upon approval by
Company, shall



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be attached to this Agreement as Schedule “C”, and shall be incorporated into
and made a part of this Agreement. The Construction Schedule shall not be changed without
the prior approval of Company.




	4.2	 	Extension of Completion Date






The Completion Date may be extended if:




	 	(a)	 	Company authorizes a Change or Extra Work and a time extension is specified in
the relevant CWO;
	 
	 	(b)	 	the Work is suspended as provided for in Article 3.2 hereof;
	 
	 	(c)	 	the Work is delayed as a result of an event of Force Majeure;
	 
	 	(d)	 	a delay occurs in the progress of the Work as a result of the negligence of
Company or Company Personnel;
	 
	 	(e)	 	a delay occurs as a result of use by Company of a portion of the Work as
provided for in Article 12.3 hereof; or
	 
	 	(f)	 	a delay occurs by reason of the failure of delivery of any Company Material and
Equipment.






A claim for extension of the Completion Date shall only be considered when submitted by
Contractor to Company in writing within seven (7) days of the occurrence of the delay on
which the claim is based; provided, however, that in the case of a continuing cause of delay
only one (1) claim shall be necessary. Company will make the final decision on all requests
for extension of time. The granting of additional time to complete the Work pursuant to
this Article 4.2 shall not give Contractor grounds to make any claims whatsoever for
additional payment, save on the grounds set out in sub-clauses (b) and (e) hereof, in which
case payments shall be made as specified in Article 3.2 and 12.3 respectively, and in
sub-clause (d) hereof in which case payment shall be agreed upon by the Parties in writing.




	4.3	 	Insufficient Rate of Progress






If (a) Contractor or any Contractor Personnel is responsible for a delay in the progress of
the Work, or fails to complete any phase of the Work within the time limits prescribed in
the Construction Schedule; or (b) in Company’s opinion the rate of progress of the Work is
insufficient to enable the whole of the Work, or any part or parts thereof to be completed
within the time or times specified for such completion in the Construction Schedule, then
Contractor shall work such overtime, acquire and use for prosecution of the Work such
necessary additional labor and equipment, and perform all such other acts as may be
necessary to expedite the progress of the Work to achieve completion of the Work or any
portion thereof in accordance with the Construction Schedule. Contractor shall not be
entitled to any extra payment by reason of taking such steps.




	4.4	 	Failure to Complete on Time






If Contractor fails to complete the Work within the time required by this Agreement,
Company, in addition to any other rights and remedies it may have, shall be entitled to
deduct from any
payments due to Contractor the additional costs to Company of Work incurred as a result of
Contractor’s failure to complete on time.




	4.5	 	No Bonus






There shall be no bonus payable to Contractor for completion of the Work prior to the
Completion Date.



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ARTICLE 5

PERFORMANCE STANDARDS





	5.1	 	Contractor Representations






Contractor represents and warrants that:




	 	(a)	 	it has had an opportunity to examine, and has carefully examined, this
Agreement and that it has fully acquainted itself with the general topography, soil
structure, subsurface conditions, obstructions and all other conditions pertaining to
the Work, and the Worksite;
	 
	 	(b)	 	it has made all investigations essential to a full understanding of the
difficulties which may be encountered in performing the Work, as well as a full
understanding and anything else in any of this Agreement or in any representation,
statements or information made or furnished by Company or its representatives;
	 
	 	(c)	 	it will, regardless of any such conditions pertaining to the Work, or the
Worksite, complete the Work for the Contract Price stated in these Contract Documents
and shall assume full responsibility for any such conditions pertaining to the Work,
the Worksite and all risks in connection therewith;
	 
	 	(d)	 	it has authority to do business in the state or states in which the Worksite is
located;
	 
	 	(e)	 	it is fully qualified to perform the Work and shall perform the Work in
accordance with the terms of this Agreement, all applicable Regulations and Policies,
and to the best standards of engineering and workmanship established within the
petroleum industry; and
	 
	 	(f)	 	it shall cooperate at all times with the Company Representatives, the
Inspectors and all Company Personnel.






	5.2	 	Independent Contractor






Contractor is an independent Contractor and the Work shall be carried out by Contractor
under its own direction and superintendence and at its own risk. Contractor has full power
and authority to select the means, methods and manner of performing the Work, being
responsible to Company for all materials delivered to Contractor from Company and for the
results contracted for; and upon completion, Contractor agrees to deliver the Work complete
and undamaged in accordance with this Agreement.




	5.3	 	Compliance






	 	(a)	 	All Work performed shall comply with the Regulations and further, Contractor
agrees to abide by the Policies.
	 
	 	(b)	 	Contractor shall observe and comply with all Regulations, whether imposed upon
Company as owner or Contractor as construction and testing contractor in any manner
howsoever relating to the Work.
	 
	 	(c)	 	Company shall furnish, as necessary for the execution of the Work, additional
instructions, by means of drawings or otherwise. All such additional instructions shall
be consistent with and form part of this Agreement. In the event that any portion of
the Work requires additional instructions Contractor shall secure the same from
Company before proceeding with such Work and the Work shall be executed in
conformity therewith. In giving such additional instructions, Company shall have the
authority to require Minor Changes to be made without additional charge to Company,
provided that no additional material costs have been incurred by Contractor.
	 
	 	(d)	 	Contractor shall cooperate fully with Company and with other contractors and
subcontractors performing other Work at or adjacent to the Worksite and shall plan and





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coordinate the Work with that of other contractors and subcontractors so as to prevent
interference with their operations.



ARTICLE 6

REPRESENTATIVES




6.1 Company Representatives





	 	(a)	 	Prior to commencement of the Work, Company shall designate one or more
representatives (each a “Company Representative” and collectively the “Company
Representatives”) who shall be authorized to act on Company’s behalf for purposes of
this Agreement. Company shall notify Contractor of all Company Representatives.
Company may change Company Representatives at any time. A Company Representative, may
delegate to other persons certain aspects of his authority he deems appropriate.
	 
	 	(b)	 	A Company Representative will observe the Work in progress on behalf of
Company. A Company Representative will have the authority to stop the Work whenever
such stoppage may be necessary in his opinion, to ensure the proper execution of the
Work in accordance with the provisions of this Agreement.
	 
	 	(c)	 	If at any time, a Company Representative is of the opinion that there exists a
danger to life or property, he may order Contractor to stop the Work or to take such
remedial measures as he considers necessary and Contractor shall obey such orders
immediately.
	 
	 	(d)	 	Contractor shall obey, perform and comply with Company Representative’s orders
or instructions with respect to the Work or concerning the conduct thereof promptly,
efficiently and to the satisfaction of Company Representative. However, if Contractor
is of the opinion that such orders or instructions are not authorized under the
provisions of this Agreement, Contractor shall so notify Company Representative in
writing before proceeding to carry them out. If Contractor does not so notify Company
Representative in writing Contractor shall not claim, at any time thereafter, that the
orders or instructions were not authorized. Nevertheless, the giving of such notice to
Company Representative shall not relieve Contractor of its obligations to carry out and
obey such orders and instructions.






	6.2	 	Contractor Representative






Contractor shall, before commencement of the Work, designate one senior executive as its
representative (the “Contractor Representative”), who shall be on call at all times and be
made available to Company if, as and when required by Company. Contractor may change the
Contractor Representative by notice to Company. Company shall have the right to approve the
Contractor Representative and any replacement thereof, and any Contractor Representative not
approved by Company shall not be recognized by Company for purposes of this Agreement.




	6.3	 	Possession of Agreement






Both the Company Representatives and the Contractor Representative shall be in possession of
an updated copy of this Agreement, including all Schedules and every CWO, at all times.



ARTICLE 7

WORKSITE





	7.1	 	Lands Provided by Company






Company shall provide the lands upon which the Worksite is located.



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	7.2	 	Private Land






It shall be Contractor’s responsibility to ascertain the boundaries within which the Work
must be confined. Contractor shall not enter upon lands other than those provided by
Company, for any purpose, without obtaining prior written permission of the landowners and
occupiers. Contractor shall not enter upon lands owned by others on which Company has
leases, easements, rights-of-entry or other surface rights without having received the
written authorization of Company for such entry. It shall be Contractor’s responsibility to
ascertain from Company the conditions on which leases, easements, rights-of-entry and other
surface rights have been granted on private or public lands and to abide by these conditions
throughout the performance of the Work.




	7.3	 	Site and Conduct of Work Thereon






	 	a)	 	Contractor shall exercise due care in performance of the Work and shall
take such measures as necessary to safeguard persons and livestock from death, loss
or injury.
	 
	 	b)	 	Any equipment shall not operate over or within 5 feet of any pipeline,
telephone lines, poles or cables (whether the property of Company or others)
without permission in writing from Company Representative.






	7.4	 	Copy of Agreement






Contractor shall keep a copy of this Agreement, including all Schedules and every CWO, at
the Worksite at all times.



ARTICLE 8

RESPONSIBILITIES OF CONTRACTOR





	8.1	 	Contractor Personnel






	 	a)	 	Contractor shall perform the Work in an efficient, workmanlike and
careful manner by utilizing qualified, skilled, competent, careful and efficient
workmen in strict conformity with this Agreement. Contractor Personnel shall
always be available and ready, willing and able to perform the Work without
interruption.
	 
	 	b)	 	If during the term of this Agreement, either Party discovers that any
Contractor Personnel are not qualified, capable or suitable for the Work,
Contractor shall immediately replace them with suitable, qualified, experienced
personnel approved by Company.
	 
	 	c)	 	Company shall have the right to require the removal from the Work of
any Contractor Personnel for any justified reason, and Contractor shall immediately
remove such Contractor Personnel and provide a proper substitute, all at
Contractor’s expense.
	 
	 	d)	 	Contractor shall, as far as is practical, employ labor from the area in
which the Work is being performed. Contractor shall handle the employment of labor
in such manner as to satisfy the reasonable requirements, with respect to such
employment, of public authorities of the communities or political subdivisions in
which the Work is being carried out; provided however, that the requirements of
this paragraph shall not be construed to compel the payment of a higher scale of
wages than is customary in the territory for the kind of Work contemplated under
this Agreement.
	 
	 	e)	 	Contractor shall comply with all Regulations with respect to the
employment and working of the Contractor Personnel engaged in the Work and with
respect to the payment of wages and compensation thereto.
	 
	 	f)	 	Contractor shall ensure that all Contractor Personnel comply with all
Regulations and Policies.





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	 	g)	 	Contractor shall maintain strict discipline and good order among
Contractor Personnel during the performance of the Work. In the event of default,
misconduct, negligence, evident professional incompetence, or non-compliance with
the terms of this Agreement or any of the Regulations or the Policies by Contractor
Personnel which has or is reasonably likely to have a materially adverse effect on
the conduct of the Work, Contractor shall promptly replace at its expense, whether
or not requested by Company, any culpable Contractor Personnel with a competent
substitute within 24 hours or such longer time as may be agreed by Company. Such
culpable Contractor Personnel shall be immediately removed from the Worksite at the
expense of Contractor. Anyone removed for any of these reasons shall not be
engaged again in the Work or on other work of any member of the Company Group
without the prior approval of Company.
	 
	 	h)	 	Company shall not be responsible for providing shelter, food, water,
medical attention or transportation for any Contractor Personnel.






	8.2	 	Contractor Equipment






	 	a)	 	Contractor warrants that all Contractor Equipment shall be in good
working order, shall meet the specifications contained in this Agreement, shall
include operating manuals, supplies, and spare parts and shall meet the
requirements of and be operated in accordance with the Regulations and all
manufacturer’s codes.
	 
	 	b)	 	Contractor warrants that all Contractor Equipment shall be maintained
in a manner consistent with the best accepted standards of the industry and that
the Contractor Equipment will be in good condition, suitable for its intended
purpose, repaired or replaced if required, and that such Contractor Equipment shall
always be available for the Work.
	 
	 	c)	 	Contractor shall regularly inspect and maintain in good, safe operating
condition all equipment, materials, and supplies for the performance of the Work.
Company shall have the right, but not the duty, to inspect the Contractor Equipment
at any time. If, in the opinion of a Company Representative, any of the Contractor
Equipment is unsafe or not capable or suitable for the Work, Contractor shall
repair such Contractor Equipment or replace it with safe, capable, suitable
equipment at Contractor’s expense. Failure by the Company to inspect or to require
the replacement of any Contractor Equipment shall not relieve Contractor of any of
its obligations pursuant to this Article 8.2.
	 
	 	d)	 	Contractor shall maintain, at Contractor’s cost, sufficient inventory
of replacement equipment, maintenance and repair parts, consumables and small tools
to a level which is kept by a reasonable and prudent Contractor to ensure the safe,
efficient and uninterrupted performance of the Work.
	 
	 	e)	 	Any equipment rental agreement whereby equipment is rented by
Contractor or any Subcontractor for use on or with respect to any Work under this
Agreement shall have a provision therein that such agreement may be freely assigned
to Company.






	8.3	 	Superintendence by Contractor






Contractor shall give adequate and competent supervision to the Work and shall keep a
competent superintendent at the site of the Work. Contractor shall be responsible for
security and safety measures during performance of the Work until acceptance of the Work by
Company.




	8.4	 	Permits and Licenses






	 	(a)	 	Except as provided in this Agreement, Contractor shall procure at its own
expense any and all permits and licenses (other than permits or licenses which can only
be granted to Company) and fully comply with the Regulations of all jurisdictions in
which the Work is located as may be necessary for the performance of the Work so the
Work when completed can be used for the purpose or purposes for which it is intended.
Without limiting the generality of the foregoing, Contractor shall procure any and all
permits for its





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	 	 	 	use of public highways, shall obtain all necessary corporate or other
qualifications required in the applicable state and shall conform to all Regulations.





	 	(b)	 	Contractor shall familiarize itself with all permits and licenses procured by
Company and all Regulations relating thereto, and shall comply with all requirements
thereof in any way relative to the conduct of the Work.






	8.5	 	Safety






	 	(a)	 	Contractor shall take all necessary precautions for the safety of all
Contractor Personnel on the Work and shall comply with all applicable provisions of the
Regulations to prevent accidents or injuries to persons or damage to property on or
about or adjacent to Worksite.
	 
	 	(b)	 	Contractor shall comply with Company safety Policies applicable to the
Worksite, copies of which shall be made available to Contractor and posted at the
Worksite.
	 
	 	(c)	 	Contractor shall ensure that, in the performance of the Work, public travel
shall not be needlessly inconvenienced, nor shall it be wholly obstructed at any point
without the consent of authorities having jurisdiction. Contractor shall furnish and
maintain, where necessary, lanterns, flares, barricades, flagmen and signs to fully
protect the public, and shall take all reasonable steps to ensure that the public is
fully protected in the performance of the Work.
	 
	 	(d)	 	Contractor shall continuously and adequately protect the Work from damage and
shall protect the property of Company from injury, loss or damage arising in connection
with the Work under this Agreement. Contractor shall make good any loss, damage or
injury to the Work or to the property of Company caused directly or indirectly by the
negligence of Contractor or any Contractor Personnel or any defective Work. Contractor
shall adequately protect the property of others at the Worksite and adjacent to the
Worksite as provided by the Regulations, the Policies and this Agreement.






	8.6	 	Contractor’s Financial Responsibilities and Liens






	 	(a)	 	Contractor shall promptly and satisfactorily pay all bills and settle all
claims incurred by Contractor in connection with the performance of the Work under this
Agreement. Additionally, Contractor shall promptly pay and discharge all damage claims
of every kind which Contractor may be obligated to pay under the terms of this
Agreement.
	 
	 	(b)	 	Contractor shall be responsible for and shall release, indemnify, defend and
hold Company Group harmless from and against any and all Claims arising out of or
alleged to have arisen out of any services, labor and materials furnished by or to
Contractor or any of the Contractor Personnel in connection with the Work including all
labor, material and builders’ liens:






	 	(i)	 	upon the Work;
	 
	 	(ii)	 	upon the property which the Worksite is located; and
	 
	 	(iii)	 	arising from any labor and materials furnished by or to
Contractor or any of the Contractor Personnel.






	 	(c)	 	Contractor shall keep the Work and the property on which the Worksite is
located free and clear of all liens, claims and encumbrances arising from the
performance of the Work or from the default under or failure to comply with this
Agreement.
	 
	 	(d)	 	If at any time and from time to time Contractor fails or refuses to promptly
and satisfactorily pay all bills and settle all claims, Company shall have the right,
but not the obligation, upon ten (10) days notice to Contractor, to pay any or all such
unpaid bills and to settle any or all such unsatisfied claims for the account of
Contractor, and to deduct





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the amount so paid from any amounts due to Contractor under
this Agreement or any other agreement between Company and Contractor, provided that
such action by Company shall not be deemed to be a waiver of any default by Contractor
under this Agreement.




	 	(e)	 	If required by Company, Contractor shall furnish a good and sufficient release
and waiver of lien for itself and each of the Contractor Personnel regarding the
furnishing of services, labor or material in connection with the Work. If required by
Company, Contractor shall furnish additional evidence satisfactory to Company that all
services, labor and materials furnished by or to Contractor or any Contractor
Personnel, have been fully paid and satisfied. If required by Company, Contractor
shall also furnish evidence satisfactory to Company that all monies payable under the
Workers’ Compensation Act of the applicable state, in connection with the Work, have
been paid.






	8.7	 	Performance Bond






	 	(a)	 	Company may require Contractor to furnish a performance bond prior to
commencement of the Work or at any time the Work is in the process of being completed,
in a form satisfactory to Company and with a surety or sureties provider satisfactory
to Company, for an amount up to one hundred percent (100%) of the Contract Price or of
the remaining part of the Work guaranteeing that Contractor will perform faithfully,
promptly and with due diligence all of the terms and provisions of this Agreement
including all of the undertakings, obligations and liabilities of Contractor or any
subcontractor arising hereunder.






	 	(b)	 	The cost of such bond shall be paid by Contractor and reimbursed by Company.





ARTICLE 9

MATERIALS





	9.1	 	Materials Supplied by Contractor






	 	(a)	 	Contractor shall supply all equipment and materials required to complete the
Work in accordance with this Agreement other than Company Material and Equipment. All
materials used in the Work shall be satisfactory to Company and shall conform to the
specifications and drawings or, where not detailed in the specifications and drawings,
shall require Company’s approval. Unless otherwise specified, all materials shall be
new.
	 
	 	(b)	 	Contractor shall provide all utilities and boarding necessary for the
completion of the Work in accordance with this Agreement.
	 
	 	(c)	 	American labor, parts, materials, equipment, supplies and services shall be
used to the fullest practical extent.
	 
	 	(d)	 	Schedules of piping, fittings, reinforcing or other materials indicating
quantity and/or dimension, which are shown on the drawings or in the applicable
sections of the specifications, are intended only to assist Contractor in its quantity
takeoff. Quantities and dimensions shown therein are not guaranteed to be accurate and
shall be checked by Contractor prior to placing an order for such materials.






	9.2	 	Materials Supplied by Company






	 	(a)	 	Company will provide all material for the project such as pipe, valves,
fittings, risers, supports, tape and wire.






	 	(b)	 	Contractor is responsible for pick-up of material from the Corning Gas
warehouse prior to start of construction. All Company Material and Equipment shall be
checked for quantity and condition by Contractor upon pick-up and a written record
thereof shall be prepared by the Contractor Representative and approved by a Company
Representative. Such





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written record shall evidence the amount of Company Material and
Equipment delivered to Contractor.




	 	(c)	 	Contractor shall be responsible for all Company Material and Equipment. Any
Company Material and Equipment lost, damaged or stolen after being received by
Contractor and all Company Material and Equipment delivered for the account of
Contractor, shall be replaced by Contractor with identical materials and equipment at
no expense to Company.






	9.3	 	Storage of Materials by Contractor






	 	(a)	 	Contractor, at its own cost and risk, shall store all materials, including
Company Material and Equipment, provided for the Work until they have been incorporated
into the Work. Such materials and Company Material and Equipment shall be stored so as
to ensure the preservation of their quality and fitness for the Work, and shall be
protected against vandalism and theft.
	 
	 	(b)	 	All stored material and Company Material and Equipment shall be located as to
facilitate prompt inspection. Faulty materials shall not be stored on the site, and
any materials in storage found to be faulty shall be removed from the site by
Contractor. For further clarity, all demurrage and storage charges will be for the
account of Contractor.






	9.4	 	Wastage






All losses incurred by abnormal wastage of any material whatsoever, whether furnished by
Contractor or by Company shall be borne by Contractor.



ARTICLE 10

INSPECTION





	10.1	 	Inspection






	 	(a)	 	Company requires, and Contractor hereby agrees to allow a thorough inspection
by Company’s inspectors of all the Work performed and materials furnished by Contractor
or any member of the Contractor Group under this Agreement, as the Work progresses.
	 
	 	(b)	 	Company may appoint any person or persons to be Inspectors.
	 
	 	(c)	 	Contractor shall allow the Inspectors access at all times to the Work, wherever
it is in progress. The Inspectors shall have the authority at any time and from time
to time to reject any Work, including materials, procedures, or workmanship, not
complying with the provisions of this Agreement, and to order Contractor to stop Work
until such materials, procedures and workmanship comply with such provisions.
	 
	 	(d)	 	Contractor shall give Company reasonable advance notice of any tests or
inspections of Work to be conducted by Contractor or any Contractor Personnel, and the
Inspectors and Company Representatives shall be entitled to witness such inspection or
test. If, due to the fault of Contractor or of a Subcontractor, any part of Work is
concealed without approval or consent of Company, Contractor shall, if requested by
Company, uncover
such Work for inspection by Company and Contractor shall bear all additional costs
of uncovering and recovering such Work.






	10.2	 	No Deemed Acceptance






The inspection of any portion of the Work or materials during the progress of the
construction shall not constitute acceptance by Company. Failure on the part of Company to
inspect any Work or workmanship or to object to any defects therein after it has inspected
the same shall not relieve Contractor, or any member of the Contractor Group, of their
responsibilities and liabilities
as provided for in this Agreement.



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ARTICLE 11

DEFICIENCIES





	11.1	 	Rejected Work and Materials






	 	(a)	 	All Work which does not conform to the requirements of this Agreement will be
rejected. Any defective Work, whatever the cause thereof and without limiting the
generality of the foregoing, whether the result of poor workmanship or use of defective
materials, shall be removed immediately or at a time agreed upon by the Company and
Contractor. The fact that Company may have previously overlooked such defective Work
shall not constitute an acceptance. The removal of the defective Work and the
re-execution thereof shall be at the expense of Contractor and it shall pay the cost of
replacing the Work, which shall include, but not be limited to, the costs of materials
of other contractors destroyed or damaged by the removal of the defective Work or
materials and the subsequent replacement with acceptable Work.
	 
	 	(b)	 	Company shall have the option to decide whether defective Work will be
re-executed by Contractor. If Company decides that Contractor shall not re-execute
defective Work, Company may deduct from the Contract Price the difference in value
between the Work as done and Work called for by this Agreement, the amount of which
shall be determined by Company, acting reasonably.






	11.2	 	Company’s Right to Correct Deficiencies






	 	(a)	 	If Contractor has failed to proceed with diligence to correct any defective
Work per 11.1 (a), Company may, without prejudice to any other remedy it may have
pursuant to this Agreement, at equity or in law, correct such deficiencies.
	 
	 	(b)	 	If, in Company’s reasonable opinion, an emergency or other danger to the Work
or the public exists, Company may without notice to Contractor immediately correct any
deficiencies, without prejudice to any other remedy it may have pursuant to this
Agreement, at equity or in law.
	 
	 	(c)	 	The expense of Work performed by Company in correcting deficiencies shall be
borne by Contractor and may be deducted from amounts to be paid to Contractor.






	11.3	 	Non-Waiver of Defaults






Failure by Company at any time, or from time to time, to require Contractor to correct any
deficiencies shall not constitute a waiver of any of the terms or conditions of this
Agreement and shall not affect or impair the right of Company at any time to avail itself of
such remedies as it may have with respect to such deficiencies or for any other default of
Contractor under this Agreement.



ARTICLE 12

OWNERSHIP OF WORK





	12.1	 	Title to Materials






Title to materials provided by Contractor, whether or not delivered to the Worksite, shall
vest in Company as soon as paid for by Company, but the ownership thereof by Company shall
not absolve Contractor from liability for loss of or damage to same, nor from any other duty
or responsibility for same as provided in this Agreement. Until the materials have been
paid for by Company, Contractor shall retain title to all materials, whether or not
delivered to the Worksite. Upon completion of the Work, Contractor shall have the right to
remove from the Worksite all surplus Materials that have not been incorporated into the Work
or paid for by Company.



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	12.2	 	Title to Work






Subject to Article 12.1, title to all the Work completed and all the Work in the course of
construction, irrespective of the location thereof, shall be with Company, but the ownership
thereof by Company shall not absolve Contractor from liability for loss of or damage to
same, nor from any other duty or responsibility for same as provided in this Agreement.




	12.3	 	Use of Completed Portions






Company will have the right to take possession of and use any completed or partially
completed portions of the Work, whether the time for completing the entire Work or such
portions has or has not expired, but such taking possession and use will not be deemed an
acceptance of any Work not completed in accordance with this Agreement. If such prior use
otherwise increases the cost of, or delays the completion of uncompleted Work or causes
refinishing of completed Work, Contractor shall be entitled to such extra compensation or
extension of time, or both, as agreed upon by the Parties in writing.




	12.4	 	Damage to Work






Contractor shall be responsible for all loss and damage whatsoever that may occur on or to
the Work or any portion thereof, completed or otherwise, until such time as the entire Work
has been completed and a notice of final acceptance has been issued by Company. In the event
of any loss or damage occurring, Contractor shall at its own expense and on notice from
Company, immediately put the Work into the condition it was immediately prior to such loss
or damage, except where such loss or damage was caused solely by an act of Company.
Notwithstanding the foregoing, Contractor shall not be responsible for any loss or damage to
portions of the Work to which Company has taken possession pursuant to Article 12.3.



ARTICLE 13

RIGHTS OF COMPANY





	13.1	 	Separate Contracts






	 	(a)	 	Company reserves the right to enter into other contracts in connection with the
Work. Contractor shall afford other contractors reasonable opportunity for the
introduction and storage of their materials and the execution of their work and shall
properly connect and coordinate its Work with theirs.
	 
	 	(b)	 	If any of the Work depends upon the work of any other contractor, Contractor
shall inspect and measure the Work in place and determine whether anything in such work
renders it unsuitable for proper execution of its Work. Contractor shall promptly
report the results of such inspection and measurement to Company if anything in such
Work renders it unsuitable for proper execution of the Work. Failure to inspect and
report promptly shall constitute an acceptance of the other contractor’s work and
Contractor
shall have no claim against Company by reason of anything in such work rendering the
same unsuitable for proper execution of the Work.






	13.2	 	Review of Purchase Orders






If requested by Company, one (1) copy of all un-priced purchase orders and agreements
applicable or related to the Work, including any and all Subcontracts are to be furnished to
Company by Contractor prior to the commencement of the Work or prior to the commencement of
that phase of the Work to which such agreement relates. If requested by Company, Contractor
shall from time to time during the performance of the Work, deliver to Company, within five
(5) days of the execution thereof, one copy of any further agreements which may be made by
Contractor either in addition to, in renewal of, or substitution for any one or more of such
agreements.



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ARTICLE 14

COMPLETION AND ACCEPTANCE





	14.1	 	Completion of Work






On completion of construction, all portions of the Work shall be examined carefully by
Contractor, which shall satisfy itself that every item has been completed and that the whole
Work is in a clean and tidy condition and ready in all respects for acceptance by Company.
Contractor shall then, by writing to Company, request that a final inspection of the Work be
carried out by Company.




	14.2	 	Final Inspection by Company






Upon receipt of a request for final inspection from Contractor, Company shall promptly
conduct a final inspection of the Work. If, and only if:




	 	(a)	 	the Work has been properly completed in accordance with the terms and
conditions of this Agreement and to the satisfaction of Company;
	 
	 	(b)	 	any and all deficiencies have been rectified to the satisfaction of Company;
	 
	 	(c)	 	Contractor has provided to Company a certificate of an officer of Contractor
certifying that all claims and demands of Contractor under this Agreement, including
all demands for Changes or Extra Work, have been presented in writing to Company; and
	 
	 	(d)	 	Contractor has complied with all the provisions of this Agreement (other than
those that cannot be performed until after notice of acceptance has been issued by the
Company);






Company shall issue notice of acceptance to Contractor. The issuance of a notice of
acceptance shall not relieve Contractor from any liability arising out of failure to comply
fully with the terms of this Agreement.




	14.3	 	Partial Acceptance of Work






	 	(a)	 	If Contractor considers that for reasons beyond its control all job
deficiencies cannot be rectified promptly, it may in writing request a partial
acceptance of the Work and a partial release of the holdback monies. Such written
request must be submitted to Company, but shall not be submitted to or considered by
Company until the officer’s certificate referred to in Article 14.2(c) above has been
provided to Company.
	 
	 	(b)	 	Company shall have the right, exercisable in its sole discretion, to issue or
to decline to issue a notice of partial acceptance. Company shall further have the
right, exercisable in its sole discretion, to determine on what terms it is willing to
issue a notice of partial acceptance. Without limiting the generality of the
foregoing, no such partial acceptance shall prejudice the rights of the Company under
any Regulations or any performance or
other bonds. Further, Company shall have the right to retain a sum equal to not less
than twice the estimated cost of correcting any outstanding deficiencies.





ARTICLE 15

GUARANTEE OF WORK





	15.1	 	Guarantee Period






Receipt of a Notice of Final Acceptance from Company shall not relieve Contractor of
responsibility for faulty design, faulty material, defective workmanship or any other
defects in the Work. Contractor guarantees the Work against any defects that may appear
within three (3) years from the date of acceptance as set out in the Notice of Final
Acceptance (the “Guarantee Period”). Faulty materials shall be replaced and any and all
defects and failures that occur or are discovered during the Guarantee Period shall be
promptly rectified to the satisfaction of Company



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and in accordance with this Agreement,
including, if deemed necessary by Company, replacement of all or a portion of the Work.




	15.2	 	Correction of Deficiencies Pursuant to Guarantee






If Company observes through use of the Work, or if it is discovered by tests or inspection
of the Work prior to the end of the Guarantee Period, that a deficiency or defect exists in
the materials or workmanship in respect to the specified Work, Company shall immediately
notify Contractor of the defect or deficiency and instruct it to rectify the fault. Such
notification shall be confirmed by Company in writing to Contractor. In the event that the
Work to correct the deficiency, in the opinion of Company, must be done immediately to
prevent serious damage, injury or loss of life, Company may perform or cause to be performed
the necessary Work and shall notify Contractor accordingly.




	15.3	 	Failure to Correct






	 	(a)	 	Work required during the Guarantee Period shall be completed by Contractor
within ten (10) days of Company’s written instruction to Contractor to perform such
Work. In the event that such Work is not completed by Contractor within the ten (10)
day period, or such other period as may be approved in writing by Company, Company may
take whatever action is necessary to have the Work done.
	 
	 	(b)	 	All costs relating to Work performed during the Guarantee Period, whether done
by Contractor, Company or a third party, shall be borne by Contractor. Contractor
shall, in addition, be liable to Company for all expenses, losses or damages that may
be incurred by Company as a result of such defect in the Work and any failure by
Contractor to remedy such defect within the time specified in this Article, including
all costs of engineering, inspection and testing of such Work.





ARTICLE 16

FINANCIAL MATTERS





	16.1	 	Compensation






	 	(a)	 	Company shall pay and Contractor shall receive as full and complete
compensation for the Work herein described the Contract Price as detailed in Schedule
“B” hereto. The Contract Price covers and includes Contractor’s entire consideration
from Company for the satisfactory completion of the Work, including the installation of
all appurtenances and facilities whether or not specifically enumerated, all
supervision, labor, material, equipment, taxes, fee, charges, profit, and all other
costs and expenses incurred by Contractor, whether of the same or of a different nature
from those enumerated, in the performance of the Work.
	 
	 	(b)	 	Company shall not be obliged to make any extra payments to Contractor in
connection with the Work unless Company has approved a CWO setting out such additional
payments.






	16.2	 	Invoices






Contractor shall prepare and submit all invoices and supporting documents in accordance with
Schedule “B”.




	16.3	 	Withholdings






	 	(a)	 	Company shall withhold amounts required to be withheld pursuant to the
Builders’ Lien Act and all other Regulations. Such amounts shall be held back by
Company from each Progress Payment and all other payments made pursuant to this
Agreement as required pursuant to the Regulations.





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	 	(b)	 	Payment otherwise due by Company to Contractor may also be withheld by Company
without payment of interest, on account of:






	 	(i)	 	failure of Contractor to make satisfactory progress in
completion of the Work or any portion thereof in accordance with the
Construction Schedule;
	 
	 	(ii)	 	defective Work done and not remedied by Contractor;
	 
	 	(iii)	 	one or more affidavits of claim of liens having been filed
against the lands and premises on which the Work is being done, or the
existence of reasonable evidence of the probable filing of such affidavits of
claim of liens or of filing or registration of liens;
	 
	 	(iv)	 	failure by Contractor to make prompt payments as they become
due to Subcontractors or otherwise with respect to the Work, including payments
for Contractor Equipment, materials or Contractor Personnel;
	 
	 	(v)	 	the filing of claims or evidence indicating the probable filing
of claims against Company and the Work; or
	 
	 	(v)	 	any other circumstances in Company’s sole discretion, acting
reasonably, where Company may feel it necessary to withhold payments.






If and when the cause or causes for withholding any such payment are remedied or
removed and satisfactory evidence of such remedy or removal has been presented to
Company, the payments withheld shall be promptly made to Contractor. If Contractor
fails or refuses to remedy or remove any cause for withholding such payments within
thirty (30) days after delivery of written notice to Contractor by Company, Company
may remedy or remove the same or cause the same to be remedied or removed and may
deduct the cost thereof from the compensation due and Contractor and its sureties,
if any, shall be liable for and shall pay the difference to Company.




	16.4	 	Release of Amounts Withheld






Company will pay amounts withheld pursuant to the Builders’ Lien Act to Contractor within
fourteen (14) days of the expiry of the statutory time limit for filing liens under the
Builders’ Liens Act and any other applicable Regulations provided that:




	 	(a)	 	Contractor has provided to Company a certificate from the appropriate
Regulatory authorities evidencing that, as of the date two (2) days after the expiry of
such statutory period, no notices or affidavits of lien have been filed or other
matters recorded to make effective any lien;
	 
	 	(b)	 	Contractor has provided to Company a statutory declaration, dated not earlier
than seven (7) days after the expiry of such statutory period, stating that all
materials, labor, work and services incurred directly or indirectly on account of the
Work have been paid for by Contractor; and
	 
	 	(c)	 	the Workers’ Compensation Board with authority over the Worksite has, at the
request of Contractor, provided to Company a certificate, dated not earlier than the
expiry date of such statutory period, that all assessments due to the Workers’
Compensation Board by Contractor have been paid.






	16.5	 	Partial Release of Amounts Withheld






	 	(a)	 	If Contractor has requested and has been granted partial acceptance of the Work
and partial holdback in accordance with the provisions of Article 14.3, Company will
release the funds withheld pursuant to the Builders’ Lien Act, less any amounts
required to be withheld pursuant to the Regulations, and the amounts to be retained in
respect of any outstanding deficiencies.





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	 	(b)	 	When Contractor has remedied all outstanding deficiencies and has completed all
the Work previously uncompleted, in each case in accordance with this Agreement and to
the satisfaction of Company, it shall request the notice of final acceptance in
accordance with Article 14.1 and final Progress payment in accordance with Article
16.5. Without limiting the generality of the foregoing, an inspection by Company and
evidence of freedom from claims for payment, for liens and for assessments will be
required before the final payment is made.
	 
	 	(c)	 	A single payment of any amount remaining due to Contractor shall be made within
fifty (50) days after the issuance by Company of the notice of final acceptance.






	16.6	 	Removal of Liens






	 	(a)	 	Contractor shall forthwith remove at its own expense any and all affidavits of
claim and liens filed or registered against the Worksite or the property on which the
Worksite is located, and Contractor shall indemnify and save harmless Company from any
liability arising out of such affidavits of claim and liens.
	 
	 	(b)	 	If the Regulations permit Company to make a partial release of the holdback
required pursuant to the Builders’ Lien Act in respect of completed subcontracts,
Company will not make any payment to Contractor in respect of such holdback until
Contractor has secured the removal of all liens filed for work or services performed or
materials supplied under such subcontract.






	16.7	 	Set-Off






Company shall be entitled to set off any amount that it believes in good faith is owed by
Contractor to Company or an Affiliate of Company, pursuant to this Agreement or otherwise,
against any amount due to Contractor hereunder.




	16.8	 	Taxes






	 	(a)	 	Except for State Tax and any other sales taxes levied on material furnished by
Company under this Agreement, prices stated herein are inclusive of all taxes, fees,
duties or charges imposed by any governmental authority upon the Work or as an incident
to the purchase, sale, ownership, storage, delivery, transport, export or import of the
Work. Except as otherwise specifically provided herein, any existing or increase or new
tax, fee, duty or charge levied on the Work or the wages, salaries or other
remuneration paid to the Contractor Personnel in connection with the performance of the
Work provided for herein by any governmental authority shall be for the account of
Contractor. Contractor shall indemnify and hold Company harmless from any liability,
cost and expense arising
directly or indirectly from the imposition of same. If by reason of Contractor’s
failure to pay such taxes and if by virtue of legislation such tax, fee, duty or
charge is payable by Company, Contractor shall reimburse Company for such tax, fee,
duty or charge.
	 
	 	(b)	 	State and any other similar tax, if applicable, must each be shown as separate
items on any invoice or credit note related to this Agreement. Any Work or materials
that are either zero-rated or exempt, as defined by New York state Tax rules, must be
separately identified as such on all invoices and credit notes related to this
Agreement.





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ARTICLE 17

AUDIT





	17.1	 	Audit Right






Company reserves the right to inspect, examine and copy the books, account and records of
Contractor to verify (i) amounts payable to Contractor under this Agreement, (ii) compliance
by Contractor with the Regulations, the Policies and its obligations pursuant to this
Agreement, and (iii) adherence by Contractor to Company’s business ethics Policy whether or
not payments made in violation of such Policy have been charged by Contractor to Company.




	17.2	 	Maintenance of Records






Contractor shall maintain, and shall ensure that its Affiliates and Subcontractors maintain,
full and complete records of all costs of the Work in accordance with generally accepted
accounting practices in the United States for a period of not less than two (2) years after
completion of the Work or earlier termination of this Agreement. Such records shall include
accounting records, written policies and procedures, subcontract files (including
documentation covering negotiated settlements), and any other supporting evidence necessary
to substantiate charges related to this Agreement.




	17.3	 	Audit






During the term of this Agreement and for two (2) years after the date of final payment by
Company to Contractor pursuant to this Agreement, any person authorized by Company in
writing shall have the right to inspect, copy and review any such books, records and
accounts of Contractor and its Affiliates and Subcontractors during normal business hours to
the extent necessary to adequately permit evaluation and verification invoices, payments and
claims submitted by Contractor or any of its payees pursuant to this Agreement. Such
records subject to examination shall also include, but not be limited to, those records
necessary to evaluate and verify direct and indirect costs (including overhead allocations)
as they may apply to costs associated with this Agreement.




	17.4	 	Access to Facilities and Records






Contractor shall provide reasonable assistance to Company for such audits. Company or its
authorized representative shall have access to Contractor’s facilities, shall have access to
all necessary records, and shall be provided adequate and appropriate workspace, in order to
conduct audits in compliance with this Article. Company’s agent or its authorized
representative shall give Contractor reasonable advance notice of intended audits.




	17.5	 	Audit Adjustments






If an audit reveals any discrepancy or error, such discrepancy or error shall be promptly
corrected and the corresponding reimbursement to or payment by Company (as the case may be)
shall be made, if appropriate within 30 days of the notification of the amount of such
discrepancy or error.




	17.6	 	Cost of Audit






If an audit discloses overcharges of any nature by Contractor to Company in excess of one
(1) percent of the total contract billings, or any material violation of the terms of this
Agreement, the actual cost of such audit shall be paid by Contractor.




	17.7	 	Subcontractors






Contractor shall ensure that the provisions of this Article 17 are included in all
subcontracts it may enter into with its Affiliates and Subcontractors and any other person
who will supply any of the Contractor Personnel, materials or Contractor Equipment or carry
out any of the Work or perform any obligation of Contractor under this Agreement. Failure
to include such provisions in written



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Corning Natural Gas Corporation





contracts shall be reason to exclude some or all of
the related payee’s costs from amounts payable to Contractor pursuant to this Agreement.



ARTICLE 18

ASSIGNMENT AND SUBCONTRACTING





	18.1	 	Assignment by Company






Company shall have the right to assign this Agreement in whole or in part. This Agreement
shall be binding upon and ensure to the Company’s successors and assigns.




	18.2	 	Assignment by Contractor






Except as provided in Schedule “F” of this Agreement, Contractor shall not assign this
Agreement, the Work or any part hereof or thereof, or any monies due or to become due under
this Agreement without the prior written consent of Company, which may be granted or
withheld in Company’s sole discretion. No assignment of this Agreement or any Work shall
relieve Contractor of its obligations hereunder. All covenants and agreements contained in
this Agreement shall extend to and be binding upon the successors and assigns of Contractor
and Company, except that Contractor shall not assign this Agreement nor any monies to become
due under this Agreement without the prior written consent of Company, and any such
assignment without such consent shall be null and void.




	18.3	 	Subcontractors






	 	(a)	 	Contractor shall obtain Company’s written approval before entering into any
Subcontract. Company shall have the right to withhold its consent to the making of any
Subcontract, which consent will not be unreasonably withheld.
	 
	 	(b)	 	Contractor shall obtain Company’s prior written approval of all Subcontractors
intended to be used in the performance of such Work. Consent by Company is deemed to
have been given in respect of Subcontractors named in Schedule “F” hereof.
	 
	 	(c)	 	Contractor shall be liable for the acts, defaults and omissions of all
Subcontractors as if they were the acts, faults or omissions of Contractor, whether or
not such acts, faults or omissions were known to or authorized by Contractor.
	 
	 	(d)	 	Company shall have the right to require the removal from the Work of any
Subcontractor for any justifiable reason.
	 
	 	(e)	 	No Subcontract shall bind or purport to bind Company; however, every
Subcontract shall expressly reserve Contractor’s right to freely assign such
Subcontract to Company.
	 
	 	(f)	 	Contractor shall check all Work done by Subcontractors in full detail and keep
such records and furnish such reports and information relative to Subcontractor and
Subcontractor’s Work as Company may request. The Work of any Subcontractor, and any
materials furnished by a Subcontractor, shall be subject to inspection in the same
manner as the Work, material and Contractor Equipment, and all Subcontracts shall so
provide.





ARTICLE 19

LIABILITIES AND INDEMNITIES





	19.1	 	Acts of Contractor and Contractor Personnel






Contractor shall be responsible for and shall release, indemnify, defend and hold Company
Group harmless from and against any and all Claims arising out of or alleged to have arisen
out of the act, omission, negligence, breach of contract or other legal fault of any member
of



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	 	 	Contractor Group, as well as any and all Claims made, sustained or incurred by Company Group
in connection with or arising out of this Agreement or the performance of the Work by any
member of the Contractor Group.
	 
	19.2	 	Specific Claims






	 	(a)	 	Contractor shall be responsible for and shall release, indemnify, defend and
hold Company Group harmless from and against any and all Claims made, sustained or
incurred by Company in connection with or arising from damage to roads, bridges or
highways caused by Contractor, and agrees to pay for all such damage to roads, bridges
or highways.
	 
	 	(b)	 	Contractor shall be responsible for and shall release, indemnify, defend and
hold Company Group harmless from and against any and all Claims made, sustained,
incurred or alleged to have been sustained in connection with or arising from blasting
or the use of explosives by Contractor or any of the Contractor Personnel.
	 
	 	(c)	 	Contractor shall be responsible for and shall release, indemnify, defend and
hold Company Group harmless from and against all Claims for surface pollution arising
from trash or debris and all subsurface pollution, including pollution of subsurface
aquifers generated by any member of Contractor Group or arising from fuel, oil and
other debris spilled from any equipment or for any disposal, dumping, soil erosion,
spillage, environmental liability or pollution or contaminant of any kind from or
associated with the Contractor Personnel, the equipment or the Work, regardless of
cause, including the sole or concurrent negligence of any member of Company Group.






	19.3	 	Compliance with Regulations
	 
	 	 	Contractor shall further release, indemnify, defend and hold Company Group harmless from and
against any and all Claims arising out of or alleged to have arisen out of any failure or
neglect of Contractor and any Contractor Personnel to observe and comply with any
Regulation.
	 
	19.4	 	Patents and Intellectual Property Indemnity
	 
	 	 	Contractor shall be responsible for and shall release, indemnify, defend and hold Company
Group harmless from and against any and all Claims made, sustained or incurred by Company in
connection with or arising from any use or infringement, real or claimed, of any patented or
unpatented invention, article, machine, appliance, manufacture, structure, composition,
arrangement, improvement, design, device and/or method or process embodied or used in the
performance of this Agreement, including its use by Company.
	 
	19.5	 	Company Right to Defend
	 
	 	 	Company shall have the right, if it so elects, to take an active part in the defense of any
Claim, and to file intervention or other similar proceedings therein if it deems such action
desirable. Contractor shall have the right to make settlement of any Claim as it may be
deemed expedient by Contractor, provided that if Contractor fails to make settlement of any
Claim within a period of thirty (30) days after notice of such Claim has been given to
Contractor by Company and if Company believes in good faith that the failure to make a
satisfactory settlement of such Claim might harm Company in its relations with the claimant
or others and so notifies Contractor, and if within ten (10) days after such notice
Contractor fails to make settlement with such claimant, Company in its discretion may make
such settlement as Company believes reasonable, and Contractor agrees immediately to
reimburse Company for all or such portion of the amount so paid in settlement as Company in
its sole discretion designates if Contractor fails to reimburse Company, Company may at its
option deduct such amount from the amounts payable to Contractor; provided that such action
by Company shall not be deemed to be a waiver of any default by Contractor under this
Agreement.




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ARTICLE 20

INSURANCE





	20.1	 	Insurance Required of Contractor
	 
	 	 	From and after the date of this Agreement, Contractor shall carry insurance as set forth in
this Article 20 at Contractor’s sole expense. Failure to procure and maintain said insurance
shall constitute sufficient grounds for immediate termination or suspension of this
Agreement by Company.






	 	(a)	 	During the Term of this Agreement, Contractor shall fully comply with all
applicable requirements of all employment insurance, workers’ compensation and
occupational health and safety Regulations for the state where the work occurs and in
any jurisdiction in which the Services shall be performed.
	 
	 	(b)	 	Contractor shall provide its employees, contractors and agents with appropriate
workers’ compensation coverage and shall require that each of its subcontractors also
provide such appropriate workers’ compensation coverage.
	 
	 	(c)	 	Contractor shall, if required by the Company, provide evidence of the workers’
compensation coverage.
	 
	 	(d)	 	Contractor shall obtain and continuously carry during the term of this
Agreement including any guarantee period, at its own expense and cost, the following
insurance with insurers and in a form acceptable to Company, and with limits not less
than those shown in the respective terms:






	 	(i)	 	Contractor shall comply with all requirements of applicable
unemployment insurance legislation during the term of this Agreement;
	 
	 	(ii)	 	Automobile Liability Insurance covering all motor vehicles
owned, leased, operated and/or licensed by Contractor with a minimum bodily
injury and property damage limit of Two Million $ 2,000,000.00;
	 
	 	(iii)	 	Comprehensive General Liability Insurance (on a worldwide
basis) with a bodily injury, death and property damage limit of Five Million
$5,000,000.00; and without restricting the generality of the foregoing
provisions of this sub-clause, such coverage shall include the following
extensions commonly known as: Products and Completed Operations Liability;
Blanket Contractual Liability: Personal Injury; Occurrence Property Damage
coverage; Broad Form Property Damage coverage; Non Owned Automobile Liability;
Contingent Employers’ Liability; and Cross Liability clause;






	 	(f)	 	Contractor shall provide evidence of the insurance in the form of Certificates
of Insurance, or as otherwise requested by CNG, within five (5) days from the execution
of this Agreement.






	20.2	 	No Limit of Liability
	 
	 	 	The amount of Contractor’s insurance shall not be construed as a limit of Contractor’s
liability hereunder and Company in no way warrants the adequacy or suitability of
Contractor’s insurance as stipulated in this Agreement.
	 
	20.3	 	Notice to Company
	 
	 	 	The insurance provided by Contractor pursuant to this Article shall provide that thirty (30)
days written notice shall be given to Company prior to any material change to or
cancellation of any policy.




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	20.4	 	Company Group as Additional Insureds
	 
	 	 	All policies of insurance required pursuant to this Article shall name as additional
insureds, and provide by endorsement or otherwise that insurer waives its right to
subrogation as against, Company Group and all persons with whom Company may be
participating.
	 
	20.5	 	Subcontractors’ Insurance
	 
	 	 	Contractor shall cause every Subcontractor and agent retained by Contractor to carry
insurance of the types and amounts necessary to cover risks inherent in the work of the
particular Subcontractors or agents. Any such insurance shall:






	 	(a)	 	name as additional insureds the Company Group and any other interested parties
nominated by Company; and
	 
	 	(b)	 	be endorsed to provide that the insurers waive all rights of recovery by
subrogation or otherwise as against Company Group.






	 	 	Any deficiency in or lack of insurance on the part of a Subcontractor or agent shall be the
sole responsibility of Contractor.
	 
	20.6	 	Deductibles
	 
	 	 	All policy deductibles contained in Contractor’s or Subcontractors’ policies of insurance
shall be for the sole account of Contractor.
	 
	20.7	 	Certificates of Insurance
	 
	 	 	Certified copies of the certificates of insurance policies obtained by Contractor and each
Subcontractor and the receipts for the payment of the premiums shall be submitted to Company
immediately upon execution of this Agreement or a Subcontract, as the case may be.
	 
	20.8	 	Right of Company to Insure
	 
	 	 	If Contractor or any Subcontractor fails to furnish to Company a certified copy of each
policy certificate required to be obtained hereunder or proof of payment of premium for such
policy, or provides a certificate indicating that an insurance policy differs materially
from the requirements pursuant hereto, then in every such case Company may obtain and
maintain such insurance in the name of such Contractor or Subcontractor. The cost thereof
shall be payable by Contractor to Company on demand, and Company may at its election deduct
the cost thereof from any monies which are due or may become due to Contractor.





ARTICLE 21

FORCE MAJEURE





	21.1	 	Definition
	 
	 	 	“Force Majeure” any event or circumstance beyond the reasonable control of a Party which
prevents or impedes the due performance of this Agreement, and which by the exercise of
reasonable diligence, such Party is unable to prevent, including acts of God, strikes,
lockouts or other industrial disturbances, acts of the public enemies, wars, blockades,
insurrections, riots, civil disturbances, explosions, epidemics, landslides, lightning,
earthquakes, fires, storms, floods, washouts, nuclear and radiation activity and Regulatory
orders, restraints or prohibitions preventing the supply of labor, material or any item or
items necessary or desirable to the performance of the Work. Notwithstanding the foregoing,
and for further certainty, rain, wind, flood or other natural phenomena of normal intensity
for the area shall not be considered an occurrence of Force Majeure. The mere shortage of
personnel or equipment, accidents and mechanical breakdowns shall not constitute Force
Majeure unless caused by events or circumstances that are themselves Force Majeure. Lack of
finances is not Force Majeure.




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	21.2	 	No Liability
	 
	 	 	Except as may be specifically otherwise provided in this Agreement, neither Party shall be
liable for any delay in or failure of performance of the terms of this Agreement (other than
to make payments of money and to perform indemnification obligations) if and to the extent
such delay or failure is attributable to Force Majeure.
	 
	21.3	 	Notice
	 
	 	 	If either Party is rendered unable, wholly or in part, by Force Majeure, to carry out its
obligations under this Agreement, then upon such Party’s giving notice and full particulars
of such Force Majeure in writing to the other Party as soon as reasonably possible after the
occurrence of the Force Majeure, then the obligations under this Agreement of the Party
giving such notice, so far as it is affected by such Force Majeure, shall be suspended for
so long as the circumstances of Force Majeure continue. A Party so affected by Force
Majeure shall use every reasonable effort to minimize the effect of Force Majeure upon the
performance of this Agreement and shall promptly resume performance as soon as reasonably
possible after removal of the circumstances of Force Majeure. Such Party shall keep the
other Party regularly informed as to the progress of such event of Force Majeure and shall
provide the other Party with such written reports as the other Party may reasonably require.





ARTICLE 22

GENERAL





	22.1	 	Entire Agreement
	 
	 	 	The terms, obligations, conditions, provisions and covenants found within this Agreement
shall set forth the complete understanding of the Parties hereto and shall supersede all
proposals, negotiations and representations made prior to the execution hereof. No oral
instruction, objection, claim or notice by any Party to the other shall affect or modify any
of the terms or obligations contained in any of this Agreement, and none of the provisions
of this Agreement shall be held to be waived or modified by reason of any act whatsoever,
other than by an agreed waiver or modification thereof in writing.
	 
	22.2	 	No Waiver






	 	(a)	 	Neither an extension of time for any reason beyond the date fixed herein for
the completion of the Work, or any part thereof, beyond the date or dates specified on
this Agreement, nor the performance of or payment for any portion of the Work, shall be
deemed to be a waiver of the rights of Company set forth in this Agreement.
	 
	 	(b)	 	The failure of Company to pursue any remedy afforded it in this Agreement shall
not constitute a waiver of its right at any subsequent time to pursue such remedy, nor
shall it constitute a waiver of its right at any subsequent time to pursue any other
remedy afforded it under this Agreement, at law or in equity. No waiver by Company of
its right to pursue any or all such remedies on account of the happening of any event
or events of default shall be, or be deemed to be, a waiver of such rights of Company
with respect to any subsequent events of default.






	22.3	 	Notices
	 
	 	 	All notices and communications hereunder shall be in writing and shall be deemed to have
been properly received when delivered personally and in lieu of personal service may be
given or made by prepaid telegram or fax or by mailing the notice to the Party at the
following address by prepaid registered mail to:




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	          Company:	 	CORNING NATURAL GAS CORPORATION

PO Box 58

Corning, NY

14830-2152

Attention: Ray Spear, System Planning Supervisor






			
	                               Contractor:	 	CONTRACTOR’S NAME

CONTRACTOR’S ADDRESS

CITY, STATE, ZIP CODE

Attention: CONTACT NAME






	 	 	Notices and communications shall be deemed to have been received one (1) day after the date
of sending in the case of a telegram or fax, and five (5) days after the date of mailing in
the case of mailing excluding in either case Saturdays, Sundays and statutory holidays.
Either Party may change its address by notice to the other Party of that change.
	 
	22.4	 	Confidential Information






	 	(a)	 	All information that Company may furnish to Contractor or which Contractor may
obtain, create or have access to by reason of this Agreement or any Work there under,
including all extractions thereof, and any notes, memoranda, analysis, completions,
interpretation, data, studies, reports, logs, records, cores and samples (collectively
the “Confidential Information”) shall be the property of Company and shall be for its
exclusive use and benefit.
	 
	 	(b)	 	Confidential Information shall (i) be held in strict confidence by Contractor
and Contractor Personnel, (ii) not be divulged or released in any manner to any person
without Company’s prior, written consent, and (iii) be used only as required for Work
and not for any other purpose.
	 
	 	(c)	 	Immediately upon expiration or termination of this Agreement, Contractor shall
deliver to Company all Confidential Information, together with all material containing
Confidential Information (other than Contractor copies of expense records and daily
reports that Contractor is required by the Regulations to retain). Any Confidential
Information required to be maintained by Contractor or Contractor Personnel pursuant to
the Regulations shall be released only as and to the extent required pursuant to the
Regulations.






	22.5	 	Public Announcements






	 	(a)	 	Contractor Group shall not announce or publicly disclose any information
concerning this Agreement, the Work or transactions contemplated by this Agreement
without Company’s prior written approval. Contractor shall submit for Company’s review
and approval drafts of any press releases and other releases of information for
dissemination to the public pertaining hereto.
	 
	 	(b)	 	However, nothing in this Article 22.5 shall prevent a member of Contractor
Group from furnishing any information to any Governmental agency or regulatory
authority or to the public, but only insofar as is required by this Agreement, law of
the Survey Area, law of such member’s country of incorporation, or the rules of any
stock exchanges on which such member’s or an affiliates’ shares are listed; provided
that a member of Contractor Group that proposes to make such a public disclosure shall,
to the extent reasonably possible, provide Company with a draft of such statement in
sufficient time prior to its release to enable Company to review such draft and advise
such member of Contractor Group of any comments it may have respecting same.






	22.6	 	Anti-Corruption






	 	(a)	 	No Contractor Personnel shall:




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	 	(i)	 	give or receive any commission, fee, rebate, gift or
entertainment of significant cost or value in connection with any Work; or
	 
	 	(ii)	 	enter into any business arrangement with any Company Personnel
without prior written notification thereof to Company.






	 	(b)	 	Contractor shall promptly notify Company of any violation of this Article 22.6.
Any consideration received as a result of such violation shall be paid over or
credited to Company. If any violation of this Article has occurred prior to the date
of this Agreement and has resulted, directly or indirectly, in Company entering into
this Agreement with Contractor, Company may, in its sole discretion, terminate this
Agreement effective immediately upon notice to Contractor. Company shall not be
obliged to pay any compensation or reimbursement to Contractor for any Work performed
following the date of termination. Company may audit any and all records of Contractor
and Contractor Personnel for the purpose of determining whether there has been
compliance with this Article.
	 
	 	(c)	 	Contractor represents and warrants that it is aware of Company’s Policy on
Business Conduct. In accordance therewith, Contractor shall not give, nor promise to
give, any loan, reward, advantage, benefit or anything of value, directly or
indirectly, to any government official, political party, party official, candidate for
political office or official of any government company for the purposes of influencing
any official act or decision, inducing such official to do or omit to do any action in
violation of his or her lawful duty, or securing any improper advantage in order to
assist Company or its Affiliates in obtaining or retaining business. Contractor shall
further not receive or possess any property knowing that it was obtained in violation
of the foregoing provisions and shall not transfer or deal with any such property with
the intent to conceal or convert such property. Contractor agrees to provide
certifications of its conduct as requested from time to time by Company. Any breach of
the provisions of this Article by Contractor shall entitle Company to terminate this
Agreement immediately without payment of any compensation or fee whatsoever.






	22.7	 	Severability of Provisions
	 
	 	 	Each provision of this Agreement shall be considered severable and if any provision is
determined to be invalid, unenforceable or illegal under any existing or future law, such
invalidity, unenforceability or illegality shall not impair the operation of or affect those
portions of this Agreement that are valid, enforceable and legal.
	 
	22.8	 	Drafting
	 
	 	 	No consideration shall be given to the fact or presumption that one Party has a greater or
lesser hand in drafting this Agreement.
	 
	22.9	 	Time of Essence
	 
	 	 	Time shall be of the essence of this Agreement.
	 
	22.10	 	Governing Law
	 
	 	 	This Agreement and each CVRO, and all matters and disputes hereunder and thereunder, shall
be governed by and construed in accordance with the laws in force in the State of New York.
All disputes, claims or proceedings between the Parties relating to the validity,
construction or performance of this Agreement shall be subject to the exclusive jurisdiction
of the courts of the State of New York. The Parties hereby irrevocably waive any objection
to the laying of venue in the above courts, and further irrevocably waive any objection
based on the doctrine of forum non conveniens or similar grounds that the above courts are
inconvenient for determination of the above matters.




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	22.11	 	Survival
	 
	 	 	The following provisions of this Agreement shall survive its expiry or termination for the
maximum period permitted under applicable law: Articles 1, 3, 5, 12, 15, 16, 17, 19, 20 and
22. Further, all other provisions of this Agreement respecting rights and obligations upon
termination, liability and indemnification, payment obligations, audit rights and settlement
of accounts shall survive the expiration or earlier termination of this Agreement, for those
relevant time periods specified herein.
	 
	22.12	 	Counterpart and Facsimile Execution
	 
	 	 	This Agreement may be executed in separate counterparts, each of which shall be deemed an
original of this Agreement and the executed counterparts shall together constitute one
instrument and have the same force and effect as if both of the Parties had executed the
same instrument; provided that neither Party shall be bound to this Agreement unless and
until both Parties have executed a counterpart. A signature page signed by a Party and sent
by facsimile machine to the other Party shall be deemed to be valid as an original and shall
be binding as between the Parties.




IN WITNESS WHEREOF, the parties have executed this Contract Agreement as of the day and year first
above written.




	 	 	 	 	 
	CORNING NATURAL GAS CORPORATION

	 	CONTRACTOR’S NAME	 	 
	 
	 	 	 	 
	 

(Signature)

	 	 

(Signature)
	 	 
	 
	 	 	 	 
	 

Matt Cook, Vice President of Operations

	 	 

(Print Name and Title)
	 	 
	 
	 	 	 	 
	 

(Signature)

	 	 

(Signature)
	 	 
	 
	 	 	 	 
	 

(Print Name and Title)

	 	 

(Print Name and Title)
	 	 







Section I - Page 35









 








Corning Natural Gas Corporation




SECTION II




Schedules and Appendices




 









 





Corning Natural Gas Corporation




Schedule “A”




SCOPE OF WORK,




SPECIFICATIONS AND DRAWINGS




Scope of Work, Specifications and Drawings









Schedule “A” Page 1









 











Corning Natural Gas Corporation




SCHEDULE “A”





	1.0	 	SCOPE




This is the Engineering Specification for the Company’s 2008 Bare Steel replacement program:




	 	 	 
	Section 1

	 	SCOPE defined what Work is to be done.
	Section 2

	 	DEFINITIONS AND ABBREVIATIONS.
	Section 3

	 	PROJECT DESCRIPTION.
	Section 4

	 	WORK TO BE PERFORMED.
	Section 5

	 	DOCUMENTATION DELIVERABLES defines minimum documents expected with the bids, and
Contractor prepared documentation during construction.
	Section 6

	 	DESIGN defines the Contractor’s design responsibility.
	Section 7

	 	MATERIALS specifies the permanent materials to be used in this Work.
	Section 8

	 	CONSTRUCTION specifies the methods used to do the Work.
	Section 9

	 	REGULATIONS AND CODES defines the regulations and codes applicable to the Work.
	Section 10

	 	COMPANY ENGINEERING DRAWINGS lists the engineering drawings applicable to this
Work.





This specification covers the installation of the pipelines and facilities associated with
the tie-in of gas wells from existing and newly drilled sites at various locations in the
Corning, New York area.





	2.0	 	DEFINITIONS AND ABBREVIATIONS




The following abbreviations are used throughout this document:




	 	 	 	 	 
	 

	 	A / G
	 	Above Ground
	 

	 	c/w
	 	Complete With
	 

	 	l ft
	 	Lineal foot
	 

	 	in.
	 	1 Inch
	 

	 	MAOP
	 	Maximum Allowable Operating Pressure
	 

	 	NPS
	 	Nominal Pipe Size
	 

	 	OD
	 	Outside Diameter
	 

	 	P/L
	 	Pipeline
	 

	 	ROW
	 	Right Of Way
	 

	 	U / G
	 	Under Ground
	 

	 	WT
	 	Wall Thickness
	 

	 	dwgs
	 	drawings
	 

	 	BOM
	 	bill of material






Page 1









 






Corning Natural Gas Corporation




SCHEDULE “A”





	3.0	 	PROJECT DESCRIPTION




The intent of these projects is to replace existing outdated main and services in the
Corning Natural Gas System per the attached drawings.





	4.0	 	Work to Be Performed




The pipeline work described in these Contract Documents consists of:





	 	–	 	taking delivery of pipe and other materials furnished by the Company at the
consignment point
	 
	 	–	 	unloading such pipe and materials where necessary and transporting them to
the work site
	 
	 	–	 	clearing ROWs as required
	 
	 	–	 	installing and maintaining environmental protection systems
	 
	 	–	 	performing special clearing and restoration activities in active agricultural areas
	 
	 	–	 	stringing pipe and other materials along the ROWs
	 
	 	–	 	bending
	 
	 	–	 	ditching
	 
	 	–	 	welding and / or fusion
	 
	 	–	 	installing shrink sleeves or taping welded joints
	 
	 	–	 	lowering-in
	 
	 	–	 	tie-in in at each end of pipeline segment
	 
	 	–	 	supply and install pipe supports for riser piping and other above ground appurtenances
	 
	 	–	 	backfilling
	 
	 	–	 	pressure testing pipeline to minimum of 90 psig
	 
	 	–	 	pigging as deemed necessary by the Company
	 
	 	–	 	clean-up and restoration of pipeline ROWs
	 
	 	–	 	repairing fences
	 
	 	–	 	installing pipeline warning signs
	 
	 	–	 	installing cathodic protection systems as needed
	 
	 	–	 	prime and paint above ground piping
	 
	 	–	 	seeding & fertilizing the ROWs
	 
	 	–	 	and doing all other work necessary to ready the pipeline for operation




The depth of cover throughout the length of the pipeline shall be a minimum of 30 in.



All work will be completed in strict accordance with the job description, price schedule,
drawings, and specifications herein.



Contractor shall be responsible for the complete installation of road and pipeline
crossings. All roads to be crossed will have a minimum 5.0 ft. depth of cover unless a
different depth is required by permit.




Page 2









 





Corning Natural Gas Corporation




SCHEDULE “A”





	5.0	 	DOCUMENTATION DELIVERABLES




The following documentation must be delivered to the Company rep within 24 hr of the
completion of the relevant activity:





	 	–	 	Checked and signed pipe tally sheets
	 
	 	–	 	Checked and signed packing slips (required 24 hr prior to the final test
pressure testing)
	 
	 	–	 	All calibration affidavits for pressure test chart recorders (required 24 hr
prior to the final test pressure testing)
	 
	 	–	 	All test charts
	 
	 	–	 	Updated weekly progress report, complete with cost control data (delivered
each Tuesday 08:00 to Company rep)
	 
	 	–	 	All accident reports
	 
	 	–	 	Copies of all daily safety meeting minute’s.






	6.0	 	DESIGN




Pipeline design is by the Company and is NOT part of the Contract Work, but should a
suspected design error be noted, it shall be brought to the attention of the Company’s
Representative for resolution.



The design of temporary construction facilities is the Contractor’s responsibility.





	7.0	 	MATERIALS




All permanent materials shall comply with the requirements of those documents identified in
Section 11. The following section defines Company supplied materials and Contractor
supplied materials.





	 	7.1	 	Company Supplied Materials






The Contractor shall pick-up all project related materials supplied by the Company
at the Company designated location. Any and all materials picked up by
Contractor shall be checked out by Warehouseman before being removed from Company
building.




	 	7.2	 	Contractor Supplied Materials






Contractor shall supply all permanent and consumable supplies and materials that are
not specified to be supplied by Company under Section 7.1. Contractor furnished
materials shall include, but not be limited to, the following:




	 	–	 	All machines and vehicles, complete with fuel & lubricants
	 
	 	–	 	All necessary fusion equipment
	 
	 	–	 	All Cad weld materials
	 
	 	–	 	All select fill, gravel and sand including sand bags
	 
	 	–	 	All pigs necessary for cleaning, gauging, wire brushing, and testing
the pipelines
	 
	 	–	 	All test heads, dead weight testers, hoses, fittings, pressure and
temperature recorders
	 
	 	–	 	All skids for pipe stringing
	 
	 	–	 	All temporary warning signs and barricades





Page 3









 






Corning Natural Gas Corporation




SCHEDULE “A”





	 	7.3	 	Receiving and Inspection






Contractor shall receive materials purchased by the Company at the locations
specified by Company’s Purchase Orders.




The Contractor shall comply with the same receiving and inspection procedures for
both Company purchased materials and Contractor purchased materials.




The Receiver shall ensure that packing slips are transferred with the materials.
The packing slips must clearly reference the Purchase Order number, the materials
quantities being delivered, and any items on back order (the Receiver shall have the
receiving copy of Company’s Purchase Order in his possession for reference):




Contractor’s Receiver shall inspect all materials using the following procedures:




	 	–	 	The Receiver shall tally the quantities of the incoming materials, compare
them with the Packing Slip from the vendor and record any overages or shortages
on the Material Receiving Report (MRR). Under no circumstances shall the
Receiver sign-off that all materials as noted on the Packing Slip have been
received until that fact has been verified.
	 
	 	–	 	The Receiver shall inspect the received materials for compliance with the
specifications and will record any deficiencies on the MRR. Certification
documents to be supplied by the vendor with the shipment that are not included
will be recorded as deficiencies.
	 
	 	–	 	When overages, shortages, and deficiencies are encountered, the Receiver
shall contact the Company immediately for resolution.
	 
	 	–	 	Once authorized to load the material, the transfer of care, custody, and
control of the materials shifts from the Vendor to the Contractor.






	 	7.4	 	Site Materials, Storage and Control






The Contractor shall be responsible for maintaining control over the site inventory
of materials. Once the Contractor has signed for material received, Contractor
will be responsible for replacing any lost material.




	 	7.5	 	Site Procurement of Materials






If the Contractor has noted a shortage of any materials he was responsible to
purchase, the Contractor shall purchase all make-up materials.




	8.0	 	CONSTRUCTION




All construction activities shall be performed by qualified tradesmen. The activities shall
be executed in a workmanlike manner and shall present a neat, quality appearance when
completed.



The Contractor shall allow access to other Contractors on and around the construction site
and shall co-ordinate his activities with the other Contractors so as not to disrupt them or
cause a negative impact to the project schedule. The Contractor shall be responsible for
the repair of any completed work damaged during construction activities.




Page 4









 








Corning Natural Gas Corporation




SCHEDULE “A”





	9.0	 	REGULATIONS, CODES, and STANDARDS






	 	9.1	 	Regulations






The Work must comply with the regulatory requirements of all governmental
authorities and others having jurisdiction in the area. These include:




	 	–	 	Corning Natural Gas Corporation Construction Standards
	 
	 	–	 	Applicable State of New York Public Service Commission Order Granting
Certificate of Environmental Compatibility and Public Need
	 
	 	–	 	New York State Compilation of Codes, Rules and Regulations, Title 16, Part
255: Transmission and Distribution of Gas WITH ALL RULES PERTANING TO GAS
DISTRIBUTION LINES CONSTRUCTED BY CORNING NATURAL GAS CORP.
	 
	 	–	 	New York State Department of Environmental Conservation regulations
regarding stream, wetland, and other jurisdictional areas.
	 
	 	–	 	United States Army Corp. of Engineers regulations and requirements regarding
stream and wetland areas.
	 
	 	–	 	NYSPSC Environmental Management and Construction Standards and Practices for
Underground Transmission and Distribution Facilities in New York State.
	 
	 	–	 	New York State Department of Agriculture and Markets requirements.
	 
	 	–	 	Federal OSHA Regulations, requirements, and guidelines pertaining to safe
work practices.
	 
	 	–	 	Various State, County, City, Village, and Town highway ROW requirements.
	 
	 	–	 	Various other Federal, State, County, City, Village, Town, and other local
laws, ordnances, rules, and other requirements.
	 
	 	9.2	 	Industry Codes






The Work shall be performed in accordance with the latest edition of all government,
industry, and other codes and standards including but not limited to:




	 	–	 	ASME B31.8: Gas Transmission and Distribution Piping Systems.
	 
	 	–	 	Code of Federal Regulations, Title 49, Part 192: Transportation
of Natural and other Gas by Pipeline: Minimum Federal Safety Standards.
	 
	 	–	 	American Gas Association, Purging Principles and Practices.
	 
	 	–	 	ASTM D448 Standard classification for sizes of aggregate for
road and bridge construction.
	 
	 	–	 	ASTM D1557 Test method for laboratory compaction
characteristics of soil using modified effort.
	 
	 	–	 	NACE RP0169 Control of external corrosion on underground or
submerged metallic piping systems.
	 
	 	9.3	 	CONFLICTING REGULATIONS, CODES, AND STANDARDS






In the event that there is any conflict between any of the aforementioned
Regulations, Codes, Standards, and /or any of the Specifications, Drawings, or
Instructions, the most stringent requirement in the opinion of the Company is in
effect.



Page 5









 





Corning Natural Gas Corporation




SCHEDULE “A”





	10.0	 	COMPANY ENGINEERING DRAWINGS
	 
	 	 	The attached are the engineering drawings for this project.
	 
	11.0	 	Technical Specifications
	 
	 	 	Attached are the Company’s Technical Specifications governing the work to be
performed.






Page 6









 








Corning Natural Gas Corporation




Schedule “B”




REMUNERATION




CONTRACT COSTS





	1.	 	General






	 	1.1	 	Company will pay Contractor the lump sum not to exceed amount applicable for
performance of the Work and undertaking of all obligations under this Contract, and any
amendments thereto, as defined by the Scope of Work (Schedule “A”).
	 
	 	1.2	 	Contractor shall be paid for Changes and Extra Work in accordance with an
approved estimate.
	 
	 	1.3	 	Contractor shall submit quantity measurement sheets or milestone progress
payment reports for approval by the Company on a weekly basis.
	 
	 	1.4	 	Contractor shall submit separate invoices for each pipeline / facilities
project released against this Contract. All invoices, correspondence and time sheets
pertaining to this Agreement must reference the contract number shown in the section
labelled Instructions to Bidders, paragraph 2.
	 
	 	1.5	 	State, local and other similar taxes, if applicable, must each be shown as
separate items on all invoices.
	 
	 	1.6	 	Terms of Payment: Net 30 days from receipt of invoice by Company subject to the
holdbacks specified in these Contract Documents.






	2.	 	Extra Work and Changes to the Work






	 	2.1	 	All charges for Extra Work shall be estimated by Contractor and accepted by
Company prior to commencement of such Extra Work. The agreed upon amount shall be based
upon the Blanket Contract rates provided to the Company that was supplied with this bid
document, shall then become the control estimate for the Extra Work. It is agreed and
understood that under no circumstances shall the Company be obligated to pay any
amounts in addition to the amount of the control estimate without the prior approval of
the Company.
	 
	 	2.2	 	When the Contractor believes that Extra Work is required he/she shall submit to
the Company a Change Work Order (CWO) detailing the work and the cost.






	 	2.2.1	 	Contractor shall provide such documentation as may be required
by the Company.
	 
	 	2.2.2	 	Company will pay no charges for Extra Work without prior
written approval in the form of a fully executed CWO.




 









 











Corning Natural Gas Corporation




SCHEDULE “C”




Construction Schedule



Contractor shall attach its proposed Construction Schedule for the Work, to meet the Construction
Schedule as set forth in this Agreement.



The Contractor shall adhere to the Construction Schedule in every respect.



Changes to the Construction Schedule must be approved by the Company and shall be evidenced by a
fully executed CWO.





 









 








Corning Natural Gas Corporation




SCHEDULE “D”




Contractor Personnel



The names of the Project Manager, Lead Site Engineers, Foremen and other key personnel that the
Contractor will place on the Project and their experience on this type of Work are:




	 	 	 	 	 	 	 
	Name	 	Profession/occupation	 	Title	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 





Company reserves the right to request resumes of Contractor’s lead or supervisory personnel and, in
addition, Company may request to interview such personnel prior to the start of the Work.
Contractor shall not assign any personnel to the Work who have not been accepted by Company.




 









 








Corning Natural Gas Corporation




SCHEDULE “E”




Contractor Equipment



The size, model and make of the equipment, including site office trailers and vans, which the
Contractor will place on this Project and use during the course of Work are:




	 	 	 	 	 	 	 	 	 
	Equipment	 	Model	 	Make/Year	 	Value	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 





(Contractor may attach its Corporate Rate Schedule to this Table provided that the value of each
piece of Contractor’s Equipment assigned to the Work is listed for insurance purposes.)





 









 








SCHEDULE “F”




Subcontractors and Vendors





	4.0	 	Sub-Contractors List
	 
	 	 	Company approves the following Subcontractors and Vendors for the purpose of performing
parts of the Work or for the purpose of furnishing materials and equipment to the Contractor
in the performance of the Work.





	 	 	 	 	 	 	 	 	 
	 	 	Description of Work to be	 	 	 	 	 	 
	Name & Address of	 	Subcontracted or Items	 	Percentage of Total Value of	 	 	 	 
	Subcontractor or Vendor	 	Purchased	 	Work to be Subcontracted (%)	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 






 









 








Corning Natural Gas Corporation




SCHEDULE “G”




CERTIFICATE OF FINAL PAYMENT AND RELEASE





			
	TO:	 	CORNING NATURAL GAS CORPORATION




FROM:
                                                             (the “Contractor”)



With reference to Contract #                      dated                           
                    
                                  .



between the Contractor and Company, the Contractor hereby certifies that it has made full payment
for all costs, charges and expenses incurred by it or on its behalf for work, labor, services,
materials, and equipment supplied and/or used in performance of its obligations under the above
noted contract.



The Contractor further certifies that each subcontractor, agent or representative in its employ or
other authorized agent who represents the Contractor has made full payment for all costs, charges
and expenses incurred by it or on its behalf for work, labor, services, materials, and equipment
supplied and/or used in performance of its obligations.



In consideration of $                                         paid by Company to the Contractor as full and final
payment for the above noted contract, the Contractor hereby unconditionally remises, releases and
forever discharges Company, its premises and property from any and all actions, demands, causes of
actions, suits, debts, duties, accounts, bonds, covenants, contracts, claims, liens and obligations
which the Contractor now has or hereinafter can, shall or may have, for or by reason of, any cause,
matter or thing whatsoever existing up to the present time and in particular without limiting the
generality of the foregoing, for or by reason of or in any way arising out of or in connection with
performance of the Contractor’s obligations under the terms of the above noted contract and any
amendments or attachments thereto or any subcontractor, agent, representative, or its employees
acting on the Contractor’s behalf, and any and all claims for monies, advances, salaries, expenses,
benefits, director’s fees or other remuneration whatsoever, whether covered by law, resolution,
contract or otherwise.



The foregoing shall not relieve the Contractor of its obligations under the said contract and any
amendments thereto, which by their nature survive completion of the work, including, without
limitation, warranties, guarantees and indemnities.



The provisions hereof shall ensure to the benefit of Company successors and assigns and shall be
binding upon the successors and assigns of the undersigned Contractor.



IN WITNESS WHEREOF the undersigned has executed this document this            day of                     , 2008.




	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	(Contractor)
	 	 





Note: If the Contractor is an individual the following must be used along with the Affidavit of
Execution.




	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 

	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)