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Service Solicited - 2013 - Gravity Logic Inc - Bike Facility Construction Services Agreement BIKE FACILITY CONSTRUCTION SERVICES AGREEMENT THIS BIKE FACILITY CONSTRUCTION SERVICES AGREEMENT("Agreement")made effective September 23,2013 ("Effective Date")between: Gravity Logic Inc. Eagle Parks and Recreation 7470 Ambassador Crescent ,606 E. Civic Lane Whistler,BC VON 1B7 Eagle,ID 83616 "GLI"or "Gravity Logic" "Customer" SCOPE: A. GLI has extensive experience and expertise in designing, developing and managing mountain bike facilities and offers a range of services related to the design, development, assessment, construction, upkeep and/or management of such facilities. B. Customer has care and control of a site ("Site") and wishes to engage GLI to provide certain design, development, assessment, construction, upkeep and/or management construction services in relation to Customer's site. C. Customer and Gravity Logic wish to set out the terms under which Services will be provided. NOW,THEREFORE,Customer and GLI hereby agree as follows: 1. Definitions 1.1. "Acceptance Tests" has the meaning set out in 11.2. 1.2. "Change Orders"mean changes to the Services. 1.3. "Confidential Information" means any information identified as confidential and proprietary information of either party concerning their business interests not generally available to third parties and which may be disclosed by the parties to each other in connection with this Agreement. 1.4. "Construction Services" or"Services" means design and/or construction services in relation to designing, developing and constructing mountain bike facilities on the Site. 1.5. "Deliverables" means certain defined deliverables that may be provided by GLI to Customer in relation to either the Construction Services or the Reports as will be more particularly defined in Schedule B or this Agreement 1.6. "Facility" means mountain-bike facilities on the Site; 1.7. "Final Completion means that the Substantially Completed Services have either been accepted by Customer or has passed Acceptance Tests(if applicable) or both. 1.8. "Force Majeure" shall mean in respect of any party an event beyond the reasonable control of such party which prevents or delays such party from performing its obligations under this Agreement (except for the obligation to pay money) or which materially increases its costs of performing those GLI Construction Services contract_Eagle 1 obligations. Examples include,to the extent they otherwise meet the foregoing definition, the following: war, hostilities, civil disturbances, any kind of local or national emergency, riot, fire, flood, hurricane, storm, earthquake, concealed or subterranean conditions at the Site that could not be discovered by a reasonable inspection of the Site, power failure or power surge, epidemic, explosion, sabotage, act of God, acts or failures to act by governmental authorities (including failure to issue, delays in issuing beyond the period provided by law(or if no such period is provided, beyond the customary period), or revocation of governmental authorizations, except to the extent any such failure, delay or revocation is due to the negligence or willful misconduct of GLI), failure of the subcontractors or suppliers to perform or deliver on a timely basis,to the extent such failure is due to a force majeure condition affecting the subcontractor or supplier, strike, slowdown or other labor unrest(other than a localized strike against an individual employer), delay of carriers, failure of the usual modes of transportation, embargo, change in any applicable law from that in effect on the date hereof, any condition at the Site that requires remediation under any applicable law related to the environment, or expropriation or confiscation of facilities. Force Majeure shall not include breach of contract by subcontractors or suppliers. 1.9. "Payment" means any payment of wages, salaries, monies or any like compensation to GLI in connection with the Services as more particularly set out in Schedule A. 1.10. "Project" means the mountain-bike facilities related project mutually agreed and defined by the parties in relation to which Services will be provided. 1.11. "Site" has the meaning set out in the preamble. 1.12. "Substantial Completion" means that all Services have been completed to the satisfaction of GLI. 2. Schedules 2.1 The following schedules are part of this Agreement and are specifically incorporated by reference into this Agreement. To the extent of any inconsistency between the Schedules and this Agreement the Schedules prevail to the extent necessary to resolve any inconsistency. • Schedule A -Price and Payment • Schedule B - Deliverables and Services 3. Deliverables and Services 3.1 GLI agrees to provide the Deliverables and perform the Services set out in Schedule B on the terms and subject to the conditions of this Agreement. 4. Customer Responsibilities 4.1 If the Customer supplies resources (including personnel or material) in support of the Services, Customer is responsible for all costs involved with such resources. In the case of material, Customer is responsible for all maintenance, ongoing expenses and upkeep of all such material. In the case of personnel, Customer is responsible for all wages, salaries, benefits or other like expenses. Unless agreed otherwise, Customer-supplied personnel shall accept direction from GLI. 4.2 Generally the Customer has the following responsibilities: GLI Construction Services contract_Eagle 2 (a) to arrange for GLI's employees, agents and consultants access to the Site at such time or times as are agreed between the Customer and GLI and as are reasonable or necessary for GLI to enable it to perform the Services. (b) to make available to GLI all relevant information or data pertinent to the Site which is required by GLI, or reasonably necessary for the planning and provision of the Services and assist GLI to obtain all documents, information and advice in the possession, knowledge or control of the Customer, its servants, agents and consultants relating to the Site; (c) to make payment for the Services in accordance with the price and payment terms set out in this Agreement and in particular,the terms set out in Schedule A; (d) to require its personnel and agents to abide by all rules applicable to the Site and the Facility made known by GLI to Customer, including but not limited to rules pertaining to safety, security procedures or requirements, and designated entrances; (e) to reasonably cooperate with GLI and provide any other assistance reasonably necessary to enable GLI to perform the Services as required hereunder; (f) to provide adequate temporary construction easements and permanent easements for the Facility and any necessary support facilities for the Facility; (g) at all times to promptly respond, including making appropriate representatives available with decision-making authority, to any reasonable requests by any of the parties to this Agreement for meetings, for review and comments regarding relevant documents provided to them for review and comment; (h) at all times, to use commercially reasonable efforts to proceed in a manner that supports the Services; (i) to promptly take all actions reasonably requested by GLI to assist GLI in obtaining any authorizations for the Facility; (j) to not unreasonably withhold their support from other actions reasonably requested by GLI to promote the timely completion of the Facility or to promote the completion of the Facility within the Project budget; (k) to obtain all legal and regulatory permits necessary for the Services or for Construction Services of the Facility on the Site; (I) unless otherwise expressly agreed, to arrange for all appropriate signage on the Site or Facilities during the term and following the term of this Agreement. 5. Project management 5.1 GLI shall perform the duties of the project manager as generally set out below and shall: (a) monitor and oversee the performance of its personnel and all subcontractors and suppliers to keep the Project moving towards completion; (b) review and recommend whether to pay of all invoices submitted by Project suppliers and subcontractors and review the work related thereto,to confirm that the work for which payment is requested has been performed; (c) inspect the Services as completed to confirm that it was performed to the required standard of care; GLI Construction Services contract Eagle 3 (d) comply with any agreed Site plans (including site safety, waste disposal, environmental or other plans); (e) inform the Customer regarding the progress and quality of the Services, as necessary to enable them to perform their respective functions under this Agreement; 5.2 The Customer will inform GLI and GLI will comply with any applicable requirements of all governmental and regulatory authorities for the Facility, including without limitation, requirements pertaining to environmental protection, noise abatement, erosion,traffic control, and parking. 5.3 GLI will additionally provide the following Services and Deliverables set out below in compliance with the following terms: (a) 6. Subcontracting terms 6.1 GLI may subcontract any portion of the Services to one or more subcontractors and suppliers. GLI shall ensure every subcontractor observes the terms of this Agreement so far as they apply to that portion of the Services to be performed by that subcontractor. GLI will ensure that the terms of this Agreement that are applicable to the portion of the Services to be performed by a subcontractor will form part of that subcontract. 7. Change orders 7.1 Change Orders shall be handled as follows: (a) Any party may request a Change Order in writing. (b) Approval or rejection of Change Orders that increase or decrease the Payment or that could have the effect of delaying Substantial Completion or Final Completion must be approved by Customer and GLI prior to execution of such Change Order. (c) Change Orders that increase or decrease the Payments shall be approved or rejected in accordance with the procedures set forth in this section 78. 7.2 Any of the parties may request in writing a Change Order consisting of additions to, deletions from, or other revisions to the Services, provided that such changes are within the general scope of the Services. 7.3 All Change Order requests from a Customer shall be evaluated by GLI and from GLI shall be evaluated by Customer. Each Change Order request shall initially be evaluated to determine whether it: (a) adds value to a Deliverable or the Facility without increasing the cost of the Services or delaying Completion of the Facility; (b) adds value to a Deliverable or the Facility without Substantial Completion or Final Completion, but increases the cost of the Services; (c) does not add value to a Deliverable or the Facility or adds value to a Deliverable or the Facility, but will delay Substantial Completion or Final Completion of the Facility or compromise performance of the Facility or Deliverable; or (d) decreases Cost of Services without delaying Substantial Completion or Final Completion. All Change Orders in category (a) or (d) shall be approved; all Change Orders in category (c) shall be GLI Construction Services contract_Eagle 4 rejected (unless mutually agreed otherwise, including the allocation of the cost, by all parties); and all Change Orders in category (b) shall be approved, if and only if the increased cost of the Services is agreed to by Customer. 7.4 If Customer requests a Change Order to address solely Customer's needs, including without limitation changes to address aesthetic or design requirements, and such Change Order is approvable under Section 7.3 above and approved by GLI, but increases the cost of the Services, then Customer shall bear the entire incremental cost of the Services (including costs of delays and rework)resulting from such Change Order. 7.5 If any action of any governmental authority requires a Change Order that increases or decreases the Cost of the Services the Customer shall be responsible for any incremental Cost of the Services. 7.6 If GLI requests a Change Order that is approved by the Customer, then Customer and GLI shall share equally any increase or decrease in the Cost of the Services resulting from such Change Order. 7.7 Customer shall not be responsible for any increased cost of the Services resulting from Change Orders that are necessary because of errors of GLI and/or its Subcontractors in coordinating the design, scheduling or construction of the Facility or developing a Deliverable. 8. Delays caused by Customer 8.1 If GLI is prevented or delayed from performing the Services by reason of: (a) any act or omission attributable to the Customer or failure of the Customer to carry out any tasks specified as responsibility of the Customer; or (b) material inaccuracy in any information provided by the Customer to GLI in regards to the Project or the Site; and if Customer's delay continues for greater than a 5 day period following notice thereof by GLI to Customer, Customer will pay to GLI all GLI's reasonable costs and charges sustained or incurred by GLI (at GLI's rates specified in Schedule A and all reasonable expenses)for additional time and materials expended by GLI as a result of such delay. 9. Time extension and schedule change 9.1 Any delays in or failure of performance by a party, other than the obligations to pay monies hereunder, shall not constitute a default hereunder if and to the extent such delays or failures of performance are caused by Force Majeure events. 9.2 Any party claiming that a Force Majeure condition has arisen shall immediately notify the other party of the same, shall act diligently to overcome, remove and/or mitigate the effects of the event of Force Majeure, shall notify the other party on a continuing basis of its efforts to overcome, remove and/or mitigate the event of Force Majeure and shall notify the other party immediately when said condition has ceased. 9.3 In addition to its obligations set out above, if GLI claims there is a Force Majeure condition, GLI shall (i) promptly notify Customer, in writing of the nature, cause and cost of such Force Majeure condition, (ii) state whether and to what extent the condition will delay the Substantial Completion Date or Final Completion Date, (iii) state the date and time the Force Majeure condition commenced; and (iii) state whether GLI recommends that Customer initiate a Change Order pursuant to section 8. 9.4 No failure or delay in performance under this Agreement shall be deemed to be a breach hereof to the extent such failure or delay is occasioned by or due to Force Majeure. With respect to delay in GLI Construction Services contract_Eagle 5 performance, a Force Majeure condition shall excuse such delay in performance on a day for day basis for a period of time equal to the duration of the Force Majeure condition or the period needed to remedy its effects,to the extent that such Force Majeure condition causes a delay in the Services. 10. Quality assurance, acceptance and completion 10.1 GLI shall regularly monitor Services to ensure that Deliverables are being completed in conformity with industry standards and for freedom from defects. In the event GLI becomes aware of: (a) defective work that has the potential to have a material impact on the cost of the Services, quality of Deliverables or Facility or the Project Schedule; (b) defective work that indicates a systemic problem (i.e., a persistent, widespread and/or material problem for the Project or for Deliverables); (c) problems with any piece of equipment or any personnel not under its care or control; (d) problems with the way in which Customer is performing or carrying out its responsibilities; or (e) issues with the Site which have the effect of compromising timely provision of Services that were not disclosed to GLI then GLI shall within 3 days notify and provide relevant information to the Customer. Such information shall include the nature and extent of the problem,the associated cost and delay (if known), and the steps that GLI is taking and recommends Customer take to remedy the defective performance, including any remedies that they are pursuing under the applicable contract 10.2 Within 30 days of Substantial Completion GLI will so inform Customer. GLI will then be responsible for coordinating walk-throughs of the the Facility with the Customer to show that the quality of the Facility is acceptable to the Customer(the"Acceptance Tests"). 10.3 If the parties agree that the Facility passes the Acceptance Test then the Facility will be deemed to have reached Final Completion. If the parties do not agree that the Facility passes the Acceptance Test then the parties will summarize deficiencies in the Facility giving rise to its non-acceptance and GLI will correct such deficiencies at its sole expense and re-perform the Acceptance Tests until the Facility passes the Acceptance Tests. 11. Ownership and IP 11.1 Any property provided by or on behalf of the Customer to GLI as a result of the Agreement is the exclusive property of the Customer. GLI shall return the property to the Customer forthwith following the Final Completion Date or earlier termination of the Agreement. 11.2 Unless expressly agreed otherwise, once Payment is made in full, GLI assigns all ownership rights, including copyright, in Deliverables to the Customer and shall deliver to the Customer the Deliverables provided however that specifications, drawings, models, and copies thereof furnished by GLI shall remain GLI's property and also provided that all specifications, drawings, and models are to be used only with respect to the Services and are not to be used on other work and not to be copied or altered in any manner without the written authorization of GLI. 11.3 Customer acknowledges that this is a non-exclusive relationship and that GLI may work for parties in competition with Customer or provide similar services to any other party in GLI's sole unfettered discretion. Additionally general knowledge and experience gained by GLI prior to or during GLI's retainer by Customer, (including general techniques and methods not protected by intellectual GLI Construction Services contract_Eagle 6 property rights and developed by GLI and in the creation of which no confidential information of Customer was used)may be used by GLI at any time prior to, during or subsequent to its retainer. 12. Confidentiality 12.1 The Customer acknowledges and agrees that Confidential Information regarding the Customer may become known to GLI as a result of this Agreement. GLI acknowledges and agrees that Confidential Information regarding GLI may become known to Customer as a result of this Agreement. Each party shall keep any such Confidential Information confidential and use such information only for the purposes of this Agreement. Neither party shall disclose such Confidential Information to any third party, except: (i) to such of its employees and agents who have a need to know such Confidential Information for purposes of performing their obligations in connection with the Services and have been advised of the confidential nature of such information, and (ii) as otherwise may be required by applicable law or judicial process 13. Payment, invoicing 13.1 Payments are made in the amounts and on the basis set out in Schedule A. If payments are on a time and materials basis payments will be at GLI's then effective rate as specified. If on a fixed fee basis, payments will be on the sums specified provided that Services are not quoted on a fixed fee basis unless expressly agreed and GLI has had adequate opportunity to scope the Project, assess Deliverables and supplies or has sole control of all resources involved in the delivery of Services. 13.2 GLI shall pay, and invoice to Customer, as part of the Services, all sales, consumer, use, gross receipts, and other similar taxes, special assessments and other fees in accordance with applicable Law exclusive of HST, or any other applicable taxes, or witholdings. Unless otherwise agreed in wring, all invoices are net 30 days. Undisputed amounts bear interest at a rate of 1%per month (12%per annum) 14. Warranty 14.1 The Customer hereby acknowledges that mountain biking involves the inherent risk of injury, and that injuries to participants are both a common and expected occurrence. GLI does not warrant, guarantee or represent that its Services, Deliverables, advice or recommendations will reduce or eliminate accidents or injuries at the Facility. GLI's sole warranty is that the Services shall be performed in a manner that is commensurate with industry standard. If GLI's Services do not conform to this standard, GLI will re- perform Services at no cost to the Customer so that they do conform to this warranty. GLI's warranties are limited to those set out above. GLI does not provide express warranties or guarantees for estimates of probable construction cost or cost estimates being exceeded, nor estimates of profit or return on capital. Unless expressly otherwise agreed, GLI shall not be responsible for an independent contractor's failure to perform work in accordance with the relevant independent contract documents, nor does GLI assume or imply warranties given or expressed by manufacturers or suppliers for materials. 14.2 GLI DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE FACILITY, SERVICES OR DELIVERABLES WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE 15 Limitation of liability (a) The limit of GLI's liability to the Customer or to any third party concerning performance or non- performance by GLI, or in any manner related to this Agreement, for any and all claims shall not in the aggregate exceed Payment for the Services. This limitation shall apply irrespective of the GLI Construction Services contract_Eagle 7 nature of the cause of action, demand or claim, including but not limited to, breach of contract, negligence, tort or any other legal theory and shall survive a fundamental breach or breaches and/or failure of the essential purpose of this Agreement, or any remedy contained herein. (b) The limitations of liability in this section 15 represent the agreed and bargained-for understanding of the parties and GLI's compensation for the Services reflects such understandings. The Customer and GLI agree further that they will look only to the assets of the other party in connection with any liabilities hereunder and in no event shall the Customer or GLI, as the case may be, have any claim against any shareholder, partner or holder of an ownership interest in the other party in connection with this Agreement. (c) NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OR LOSS OF PROFITS RESULTING FROM THE SERVICES OR DELIVERABLES (OR ANY THIRD PARTY GOODS OR SERVICES) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 16. Indemnity 16.1 GLI shall indemnify Customer against any and all loss or damages that Customer may incur as a result of any claim of third parties to the extent same(a)arise out a breach by GLI of its obligations under this Agreement, or(b)are caused by the negligence or intentional or willful misconduct of GLI, its subcontractors or their agents or employees. GLI shall indemnify and hold harmless Customer from all liabilities, damages, costs or expenses incurred by Customer by reason of any lien filed against the Facility by any subcontractor of GLI in connection with the performance of the Services. Customer shall keep GLI apprised of the status of all claims with respect to which it is entitled to such indemnification or protection, and shall not settle any such claim without the consent of GLI, such consent not to be unreasonably withheld or unduly delayed. 16.2 Customer shall indemnify GLI against any and all loss or damages that GLI may incur as a result of any claim of third parties to the extent same (a)arise out a breach by Customer of its obligations under this Agreement, or(b)are caused by the negligence or intentional or willful misconduct of Customer, its subcontractors or their agents or employees. GLI shall keep Customer apprised of the status of all claims with respect to which it is entitled to such indemnification or protection, and shall not settle any such claim without the consent of Customer, such consent not to be unreasonably withheld or unduly delayed. 17 GLI Event of Default 17.1 The occurrence of any of the events set forth below shall constitute a "GLI Event of Default" under this Agreement: (a) Bankruptcy. GLI becomes insolvent, or become the subject of any bankruptcy, insolvency or similar proceeding, which, in the case of any such proceeding that a third party brings against either of them, has not been terminated, stayed, or dismissed within 60 business days after it was commenced, unless the affected party provides evidence to Customer of that party's ability to perform all of its obligations under this Agreement; or (b) Failure to Maintain Insurance. GLI fails to maintain insurance coverages required under the terms of this Agreement; or (c) Failure to Perform. GLI shall have defaulted in its performance under any other material provision of this Agreement and shall have failed to cure such default within 30 days following delivery to GLI of a notice from Customer to cure such default, or if a cure cannot be effected GLI Construction Services contract_Eagle 8 within such 30 day period, such period shall extend for a reasonable period of time, but not to exceed a total of 60 days, so long as GLI is proceeding diligently to cure such default throughout such period; or (d) Representation False. Any material representation made by GLI herein shall have been false or misleading in any material respect when made; or (e) Failure to Obtain authorization. The Project cannot proceed to completion as the ultimate result of a refusal of governmental authority to approve the Project which refusal is due solely to the negligence or willful misconduct of GLI. 17.2 In the event that GLI is providing Construction Services and a GLI Event of Default shall have occurred and be continuing, Customer shall have the right to terminate this Agreement by notice to GLI. In the event of such termination: (a) if requested by an Customer, GLI shall withdraw from the Site, shall assign to the Customer (without future recourse to GLI) such of GLI's subcontracts as Customer may request, and shall remove such materials, equipment, tools and instruments used and any debris or waste materials generated by GLI in the performance of the Services as Customer may direct, and GLI shall promptly deliver to Customer all designs, drawings, and other documents related to the Project. In the event of such termination, GLI shall deliver to Customer all materials and data for which title has passed to Customer. To the extent any specific item of the Services is partially complete at the time of termination, at the option of either Customer, GLI shall complete such partially completed Services. In such event,Customer shall pay GLI the amount that Customer would have otherwise paid to GLI for such item of Services had such termination not occurred, less any damages payable hereunder. (b) Customer, without incurring any liability to GLI, shall have the right to have the Facility brought to Final Completion. In such event, GLI shall be liable to Customer for the reasonably incurred costs to Customer of achieving Final Completion, including costs of accelerated or expedited construction activities actually performed in an attempt to achieve Final Completion and/or to mitigate any delay by GLI, and actual costs for administering any subcontract and for legal fees associated with the termination. Such costs and fees for which GLI is liable as set forth above may be deducted by Customer out of monies due, or that may at any time thereafter become due, to GLI. (c) upon termination of the Services pursuant to this section 17, GLI shall promptly submit to Customer an accounting of GLI's actual costs for the Services performed prior to the date of termination. If Customer exercises its right to have the Services finished, such amounts may be withheld until the Services is completed and shall be used to offset any amounts due GLI. Notwithstanding the foregoing such amounts may be withheld and applied to any liability hereunder. 18 Customer Event of Default 18.1 Each of the following shall constitute an "Customer's Event of Default" with respect to such Customer: (a) Failure to Make a Payment to GLI When Due. The failure of an Customer to make the full amount of the payment to GLI required under this Agreement within 3 business days following notice of failure to pay; or (b) Bankruptcy. Customer becomes insolvent, or become the subject of any bankruptcy, insolvency GLI Construction Services contract_Eagle 9 or similar proceeding, which, in the case of any such proceeding that a third party brings against either of them, has not been terminated, stayed, or dismissed within 60 business days after it was commenced, unless the affected party provides evidence to GLI of that party's ability to perform all of its obligations under this Agreement;or (c) Representation False. Any material representation made by Customer herein shall have been false or misleading in any material respect when made; or (d) Failure to Perform. Customer's failure to perform any of its respective non-payment obligations under this Agreement, and such failure is not cured within 30 days after receipt of written notice thereof, or if a cure cannot be effected within such 30 day period, such period shall extend for a reasonable period of time, but not to exceed a total of 60 days, so long as Customer is proceeding diligently to cure such default throughout such period;or (e) Failure to Maintain Insurance. Customer fails to obtain and maintain in effect through the term of this Agreement such insurance as it is required by this Agreement to obtain and maintain; or (f) Failure to Cooperate or Allow Access. Customer fails to cooperate with GLI in any situation where such cooperation is necessary to enable GLI to carry out obligations under this Agreement. Such failure to cooperate shall include, without limitation, the failure to assist in obtaining required governmental or legal authorizations, the failure to afford GLI the access to the Site necessary for GLI and all persons retained by GLI in connection with the Project to perform their Project-related duties or failure to provide personnel or equipment to GLI if so required, or failure of Customer to supervise and instruct personnel of Customer to carry out requested Customer obligations. 18.2 Upon the occurrence of a Customer Event of Default, GLI shall have the right to terminate this Agreement,to order all subcontractors to stop Services and remove all their tools and equipment from the Site, and/or pursue all such remedies as may be allowed under this Agreement, at law or in equity. In addition, and without limiting the foregoing remedies, Customer shall pay to GLI the amounts payable upon termination for all Services performed and Deliverables delivered under the terms of this Agreement. 19 Term and termination 19.1 With the exception of provisions which are expressly stated to survive the expiry of the Term, this Agreement is effective for the period commencing on the Effective Date and ending on the date of Final Completion or any other date mutually agreed by the parties. 19.2 Termination of this Agreement shall not affect, prejudice or impair any other right or remedy available to the party effecting such termination, and none of such rights or remedies shall be exclusive in respect of this Agreement,but shall be in addition to all other rights and remedies available to such party at law or in equity. In exercising any of the foregoing remedies set out in, Customer shall use reasonable efforts to mitigate its damages. 19.3 Following termination: (a) the Customer is responsible to make sure that all necessary permits are in place to operate the Facility; (b) Customer shall assume sole responsibility for the dispatch and control of the Facility. except that GLI on Customer's request may provide technical, operational and general supervisory guidance and otherwise perform its remaining obligations under this Agreement; (c) Customer shall become responsible for continued maintenance of the Facility. GLI Construction Services contract_Eagle 10 20 Dispute resolution 20.1 The parties shall attempt to settle every dispute arising out of or in connection with this Agreement ("Dispute"), by following the dispute resolution process set forth below in this section 20, to the extent permitted by law. (a) Mutual Discussions. If any dispute or difference of any kind whatsoever (a "Dispute") arises between the parties in connection with, or arising out of, this Agreement, the parties within 30 days shall attempt to settle such Dispute in the first instance by mutual discussions between Customer and GLI. (b) Further Procedures. If the Dispute cannot be settled within 30 days by mutual discussions, then the Dispute shall be finally settled under the provisions of this section 12. If the parties fail to resolve any dispute through discussions within 5 Business Days, either party shall have the right to provide written notice of the Dispute to the president or chief executive officer ("Senior Management") of the other party. Upon a timely referral, the Senior Management of the parties shall consider the Dispute, review such relevant information as they may determine and issue their decision (which decision shall be confirmed in writing) within 5 Business Days after receiving the referral. If the Senior Management of the parties cannot resolve the issue within the five Business Day period,then the parties shall have the rights set forth below in 20.1(c). (c) Arbitration. Subject as hereinafter provided, any Dispute arising out of. or in connection with,this Agreement and not otherwise settled may (regardless of the nature of the Dispute) be submitted by either party to arbitration and finally settled in accordance with rule of abitration of the British Columbia Arbitration and Mediation Institute. Arbitration rules shall be pursuant to the National Arbitration Rules of the ADR Institute of Canada. The place of arbitration shall be Vancouver, British Columbia. 20.2 During the conduct of dispute resolution procedures pursuant to this section 20, (a) the parties shall continue to perform their respective obligations under this Agreement, and (b) no party shall exercise any other remedies hereunder arising by virtue of the matters in dispute. 21. General 21.1 This Agreement shall be construed and shall take effect in accordance with the laws of the province of British Columbia and the parties hereto irrevocably attorn to the jurisdiction of the courts of British Columbia. 21.2 The invalidity of unenforceability for any reason of any term or condition of this Services Agreement shall not prejudice or affect the validity or enforceability of the other terms or conditions hereof. 21.3 This Agreement contain the entire agreement between the parties and to the subject matter hereof and no amendments shall be effective unless in writing and signed by both parties. GLI Construction Services contract_Eagle 11 The parties have executed this Agreement on the Effective Date GRAVITY LOGIC CUSTOMER Per: Iii. � , / . ✓ice....." awt-e s �. I ��(bloJd S Title: Director Title: v1. (Dr Location and date when executed: Location and date when executed: Whistler, BC September 23,2013 GLI Construction Services contract_Eagle 12 The parties have executed this Agreement on the Effective Date ....iii, :.1, . . GRAVITY LOGIC CUSTOMER Per: I� ` r: , I _ Robert Cocquyt Q w1. ,S 0, r' .29 n o I d 5 Title: Director Title: Or Location and date when executed: Location and date when executed: Whistler,BC ,,/;' e'', ,___.. September 23,2013 GLI Construction Services contract Eagle 12 SCHEDULE A-PAYMENT Hourly consulting fees 1) The following personnel will be made available for the Project. GLI's hourly rate for the personnel and the amount of time that the personnel will expend is estimated below Name and role Rate Estimated Units Total cost Brad Stone and Tom $1456.00/day 15 $21840.00 Howell/Construction Tom Prochazka/Trail $3500/km 0.9 $3150.00 Design Total $24990.00 2) It is estimated that the GLI total fees for the Project is $24 990.00 3) A 30% deposit(on anticipated fees and expenses) is required on the Effective Date Fixed Fees 1) The maximum amount the Customer shall be obligated to pay GLI for completion of the Services shall be the sum of $24 990.00 ("Guaranteed Maximum Price"), subject only to the adjustments defined in this Schedule A of this Agreement. 2) Customer's responsibility for the Guaranteed Maximum Price shall be adjusted only for the reasons set out below wherein the Guaranteed Maximum Price may be adjusted to increase or decrease it, as the case may be: (a) any increase in the cost of the Services resulting from the Customer's failure to cooperate reasonably with GLI, including without limitation Customer's failure to carry out its duties; (b) any increase or decrease in the cost of the Services resulting from the imposition of additional requirements by applicable governmental regulatory authorities; and (c) the impact of Change Orders made by the parties, but excluding increases to the Cost of the Services resulting from Change Orders necessary to remedy errors and omissions by GLI or its subcontractors. GLI Construction Services contract_Eagle 13 SCHEDULE B-DELIVERABLES AND SERVICES Deliverables and Exclusions General deliverables: (a) specifications for trails of a general nature (eg gps data for a possible trail data, slope grade estimates, trail bench width estimates) with the Customer's express acknowledgment that trail design is done on a day-by-day basis having regard to changing conditions and environment(eg. rock, water, grade considerations) (b) 1 intermediate "Flow"trail approximately 0.9 km in length (c) all design and services necessary to perform the Services in accordance with this Agreement; (d) all design, materials, work forces needed to ascertain Substantial Completion and Final Completion; (e) all construction activities and services necessary to carry out Construction Services and complete the Facility in accordance with this Agreement (including Site preparation, excavation and grading and proper disposal of all excavated materials if and as required in connection with performance of the Services); (f) all materials necessary to conduct the Services and complete the Facility in accordance with this Agreement(including all necessary transport thereof); (g) in conjunction with Customer, all work forces necessary to conduct the Services and complete the Facility in accordance with this Agreement(including all skilled and unskilled labor, supervisory, quality assurance and support service personnel) Exclusions: (h) Materials and manpower to build raised crossing over existing trails. SERVICES 1. Sedimentation/erosion, Site preparation, commissioning and traffic management 1.1 Unless otherwise stated, the Customer is responsible for all erosion and sediment mitigation required by government regulation. Customer shall be responsible to see that all sedimentation, erosion control, and siltation within or adjacent to the Site is mitigated or carried out in accordance with applicable law. In the event Customer fails to prevent such sedimentation, erosion or siltation from occurring in violation of applicable law, GLI shall have the right, after notifying Customer and providing it an opportunity to cure of not less than three (3) Business Days, to correct such pollution or siltation. All expenses incurred by the GLI in the course of such correction shall be charged by GLI to Customer and Customer shall reimburse GLI for such expenses. 1.2. Customer is responsible for Site selection, its physical condition, roads, access rights, utilities, topographical conditions and air quality conditions and represents that it is familiar with the local and other conditions which may be material to GLI's performance of its obligations under this Agreement (including, but not limited to transportation, seasons and climates, access, the handling and storage of materials and fuel and availability and quality of labor and materials) and shall communication all such conditions to Site. Unless otherwise agreed, Customer agrees and acknowledges that GLI has no responsibility for selecting the Site or ensuring that the Site is suitable for the Facility. GLI Construction Services contract Eagle 14 2.0 Compliance with laws 2.1 In carrying out their contractual obligations or performing duties set out in this Agreement, each party shall comply with all applicable laws, including without limitation, all laws relating to health, safety or the protection of the environment. Neither party shall have responsibility for any costs of environmental compliance or remediation to the extent caused by the negligent acts and omissions or intentional or willful misconduct of the other or of their employees or agents, including, without limitation, all subcontractors and suppliers. 2.2 Customer shall obtain, at its own expense, all licenses, permits, approvals and governmental approvals required by law for the Services. 2.3 Customer shall communicate to GLI all applicable codes, laws, by-laws and regulations in force relating to the Services and both parties will cooperate in ensuring that the Construction Services conforms to all applicable codes, laws, by-laws and regulations in force relating to the Services 3 Site safety 3.1 The parties shall ensure that their personnel shall comply with any applicable safety-related laws or regulation. 4 Contaminants. groundwater and environmental 4.1 GLI shall be responsible for assuring that all hazardous substances transported to or from,moved, or used or stored upon, the Site in connection with GLI's performance of its obligations under this Agreement are transported, moved, used or stored in accordance with applicable law. GLI shall further assure that all hazardous substances are disposed of in accordance with applicable law. Any costs of clean up, transportation, treatment, storage or disposal of hazardous substances, other than those hazardous substances that were already on the or under the Site prior to Site Occupation Date shall be the sole responsibility and expense of Customer. 5 Archaelogical items 5.1 Upon discovery at the Site of any fossils, remains, coins, articles of value or antiquity, including any heritage objects, GLI shall immediately notify the Customer;take all steps not to disturb the item and, if necessary, stop construction insofar as performing such works would endanger the object or prevent or impede its excavation; take all necessary steps to preserve the item in the same position and condition in which it was found; and, comply with all laws and regulations and all requirements of governmental authorities with respect to such discovery. 5.2 Any delay caused in connection with the provisions of this section shall be deemed to be a Force Majeure event and shall give rise to changes in the Guaranteed Maximum Price following mutual agreement of the parties. 6 Utilities 7.1 The Customer is required to locate, identify and mark all electrical, gas, water, underground infrastructure ("Utilities") that may affect the provision of Construction Services and to notify GLI of same. GLI Construction Services contract_Eagle 15 7.2 To the extent that any Utilities must be moved or relocated ("Utility Relocations"), GLI shall arrange and coordinate all Utility Relocations to ensure that Construction Services are not delayed and that such timing for such work is anticipated and integrated into the Project Schedule. The Customer shall cooperate with GLI in arranging and coordinating such Utility Relocations. 7.3 Customer shall bear the price of all Utility Relocations to be undertaken, arranged or coordinated by GLI necessary to complete the Construction Services. 2. Waste materials and cleanup 8.1 GLI shall be responsible for assuring that all waste generated in the performance of its obligations under this Agreement or in performance of Services and all waste transported to or from, moved or used or stored upon the Site by GLI or any other person for whom GLI is responsible, within the scope of GLI's performance of this Agreement, is handled in accordance with applicable law. GLI shall cause the affected subcontractors to manage and dispose of the waste in compliance with applicable law. 8.2 GLI shall at all times keep the Site reasonably free from waste materials or rubbish in compliance with the requirements of this Agreement and its Schedules. GLI shall bear all responsibility for and in connection with all waste materials or rubbish caused by its operations, including the temporary storage, transportation and disposal of said waste materials or rubbish. 8.3 As soon as practicable after Final Completion, GLI shall remove from the Site all construction equipment and shall complete the removal of all waste materials and rubbish from and around the Site, and shall restore the Site and leave it clean and ready for use by the Customer. GLI Construction Services contract_Eagle 16