exv10w11



 





Exhibit 10.11




Thursday, September 28, 2006




Mr. Patrick Millsaps

Tyson & Millsaps, LLP

76 East Broad Street

Camilla, Georgia 31730




	 	 	 	 	 
	RE:

	 	Scope of Work for Environmental Assessment
	 	 
	 
	 	 	 	 
	 

	 	United Fuels Property	 	 
	 

	 	Camilla, Georgia	 	 






Dear Mr. Millsaps:




CDG Engineers and Associates, Inc. (CDG) appreciates the opportunity to provide you
with professional environmental services concerning the above named property. CDG
understands the scope of work is to perform an assessment of the current
environmental conditions existing on the subject property.



The scope of work detailed in this proposal presents the tasks required to perform
assessment activities of the soil and groundwater at the subject site.



SCOPE OF WORK




The following sections discuss the scope of work for investigating the current soil
and groundwater conditions at the subject site. CDG understands the scope of work
to include:




	 	•	 	Provide oversight during the advancement of soil borings via direct
push technology (DPT) for the collection of soil samples for field
screening and lithologic purposes. Collected samples will be field
screened using a MicroFid to detect organic vapors, and the borings will
be advanced into the water table to determine the depth to water for
monitoring well placement ;
	 
	 	•	 	Installation of up to three (3) monitoring wells to determine on-site
groundwater flow direction. The depths and locations of the monitoring
wells will be determined based on field conditions observed during the
advancement of the soil borings;
	 
	 	•	 	Collect groundwater samples from the newly installed monitoring wells
for laboratory analysis via RCRA Appendix II list chemical analyses;
	 
	 	•	 	Provide a letter report documenting the findings from the historical
documents reviewed and the field activities completed; and
	 
	 	•	 	Any additional services as requested by the client concerning this
project.





 









 





Scope of
Work for Environmental Assessment

Thursday, September 28, 2006

Page 2
of 3



CDG is prepared to start this project upon receipt of your authorization to
proceed. Please indicate your approval of the proposal by signing below and by
signing the attached Terms and Conditions”. If you should have any questions,
please contact the undersigned at (334) 836-1494. CDG looks forward to working
with you on this project.




Sincerely,

CDG Engineers and Associates, Inc.



/s/ R. Allen Thompson




R. Allen Thompson

Environmental Engineer



The above scope of services including all attachments, has been read and understood
and is hereby agreed to and accepted. It is agreed that the attached “Terms and
Conditions” (which contains a limitation of liability provision), and addendum(s),
if any, form an express part of the Contract, as evidenced by my signature below:



	 	 	 	 	 	 	 	 	 
	Signed By

	 	/s/ Murray Campbell
	 	 
	 	Title
	 	Chairman
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Company

	 	F.U.E.L., LLC
	 	 	 	Date
	 	10/11/06
	 

	 	 	 	 	 	 	 	 






 









 





TERMS AND CONDITIONS



SERVICES TO BE PROVIDED. CDG Engineers & Associates, (hereinafter CDG) is an independent
consultant and agrees to provide Client, for its sole benefit and exclusive use, consulting
services set forth in our proposal.



PAYMENT TERMS. Client agrees to pay our invoice upon receipt. If payment is not received within
30 days from the invoice date, Client agrees to pay a service charge on the past due amount at a
rate of 1.5% per month, and CDG reserves the right to suspend all work until payment is received.
No deduction shall be made from our invoice on account of liquidated damages or other sums withheld
from payments to contractors or others.



TERMINATION. Either party may terminate this Agreement without cause upon 30 days written notice.
In the event Client requests termination prior to completion of the proposed services, Client
agrees to pay CDG for all costs incurred plus reasonable charges associated with termination of the
work.



PROFESSIONAL LIABILITY. Notwithstanding any other provision of this Agreement, the Engineer’s
total liability to the Owner for any loss or damages from claims arising out of or in connection
with this Agreement from any cause including the Engineer’s strict liability, breach of contract,
or professional negligence, errors and omissions (whether claimed in tort, contract, strict
liability, nuisance, by statute or otherwise) shall not exceed the lesser of the total contract
value of this Agreement or the limits of the Engineer’s liability insurance in effect at the time
such claims are made. The Owner hereby releases the Engineer from any liability exceeding such
amount. In no event shall either party to this Agreement be liable to the other for special,
indirect, incidental or consequential damages, whether or not such damages were foreseeable at the
time of the commencement of the work under this Agreement.



SITE OPERATIONS. Client will arrange for right-of-entry to all applicable properties for the
purpose of performing studies, tests and evaluations pursuant to the agreed services. Client
represents that it possesses necessary permits and licenses required for its activities at the
site.



ADDITIONAL SERVICES OF CONSULTANT. If authorized in writing by the Client, CDG shall furnish
additional services that are not considered as an integral part of the Scope of Services outlined
in the Proposal Acceptance Sheet. Under this Agreement, all costs for additional services will be
negotiated as to activities and compensation. In addition, it is possible that unforeseen
conditions may be encountered that could substantially alter the original scope of services. If
this occurs, CDG will promptly notify and consult with Client and any additional services will be
negotiated.



ASSIGNABILITY. CDG shall not assign any interest on this Agreement, and shall not transfer any
interest in the same (whether by assignment or novation), without the prior written consent of the
Client; provided, however, that claims for money by the Client from CDG under this Agreement may be
assigned to a bank, trust company, or other financial institution without such approval. Written
notice of any such assignment or transfer shall be promptly furnished to the Client.



SERVICES TO BE CONFIDENTIAL. All services, including opinions, designs, drawings, plans,
specifications, reports and other services and information, to be furnished by CDG under this
Agreement are confidential and shall not be divulged, in whole or in part, to any person, other
than to duly authorized representatives of the client, without prior written approval of the
Client, except by testimony under oath in a judicial proceeding or as otherwise required by law.
CDG shall take all necessary steps to ensure that no member of its organization divulges any such
information except as may be required by law.



CLAIMS. The parties agree to attempt to resolve any dispute without resort to litigation.
However, in the event a claim is made that results in litigation, and the claimant does not prevail
at trial, then the claimant shall pay all costs incurred in defending the claim, including
reasonable attorney’s fees. The claim will be considered proven if the judgment obtained and
retained through any applicable appeal is at least ten percent greater than the sum offered to
resolve the matter prior to the commencement of trial.



SEVERABILITY. It is understood and agreed by the parties hereto, that if any part, term or
provision of this Agreement is held by any court of competent jurisdiction to be illegal or in
conflict with any applicable law, the validity of the remaining portion or portions of this
Agreement shall not be affected and the rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the particular part, term or provision held to be
invalid.



SURVIVAL. All obligations arising prior to the termination of this Agreement and all provisions of
this Agreement allocating responsibility or liability between Client and CDG shall survive the
completion of the services and the termination of this Agreement.



INTEGRATION. This Agreement, the attached documents and those incorporated herein constitute the
entire Agreement between the parties and cannot be changed except by a written instrument signed
by both parties.



GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of
Alabama.




	 	 	 
	 

	 	/s/ Anthony J. Flagg
	 

	 	 
	 

	 	Client signature agreeing to above terms