Miscellaneous Pepco Level 1 Marks

MISCELLANEOUS PEPCO LEVEL 1 MARKS AGREEMENT

Effective Date:

Parties

WHEREAS

WHEREAS, Client requires Pepco Level 1 marks and coordination services to identify and delineate known utility facilities at or adjacent to the project site prior to planned excavation, trenching, or other ground-disturbing activity; and

WHEREAS, Provider is engaged in utility coordination and marking services and represents that it has the authority and capacity to request Pepco Level 1 marks, to coordinate with Pepco and other locating utilities, and to perform associated administrative and field activities on behalf of Client; and

WHEREAS, the Parties wish to set forth the terms under which Provider will request and manage Pepco Level 1 marks for Client's specified work areas.

Scope of Work

Provider shall perform the following services consistent with Pepco Level 1 marking practices and applicable law: request Level 1 marks from Pepco on the Client's behalf; track and document mark responses; notify Client of mark completion or conflicts; conduct limited field verification of visible marks; and provide mark location documentation to Client. Provider's obligations do not include subsurface investigation, potholing, or mechanical expose of utilities unless separately contracted in writing.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services. Fees cover administrative costs associated with initiating Pepco Level 1 mark requests, coordination, record-keeping, and delivery of documentation to Client.

Late Payment: If any undisputed amount due under this Agreement is not paid within days after the invoice due date, Client shall pay a late fee equal to per month on the outstanding balance or the maximum allowable under law, whichever is less, plus reasonable collection costs.

Term and Termination

Term: This Agreement commences on the Effective Date and continues until completion of the services described in the Scope of Work or until terminated as provided herein.

Start Date: — End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days following written notice. Either Party may terminate for convenience upon days' prior written notice; Client shall pay Provider for all services performed and unreimbursed expenses incurred through the effective date of termination.

Confidentiality

Each Party shall treat as confidential all non-public business and technical information disclosed by the other Party in connection with this Agreement ("Confidential Information"). Neither Party shall disclose Confidential Information to third parties except to its employees, contractors or consultants who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without using the other Party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt written notice to the other Party to allow the other Party to seek protective measures.

Compliance, Marks and Field Limitations

Provider will request Pepco Level 1 marks in accordance with Pepco procedures. Client acknowledges that Pepco's response times, mark accuracy, depth information, and mark quality are controlled by Pepco and other utilities. Provider does not guarantee the accuracy or completeness of marks provided by Pepco. Client shall exercise safe excavation practices and shall comply with all applicable laws, regulations and industry standards. Provider shall not be liable for damage to underground facilities resulting from Client's failure to follow marked indicators or to conduct additional subsurface investigation where prudent.

Checkbox acknowledgement: Client acknowledges and accepts the limitations described above.

Indemnification

To the fullest extent permitted by law, Client agrees to indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's excavation activities, Client's failure to follow marks and safe practices, or Client's negligence or willful misconduct. Provider's indemnification obligations, if any, shall be limited to claims arising solely from Provider's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement

This Agreement, including any attachments, exhibits, or tickets specifically incorporated in writing, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No amendment or waiver shall be effective unless made in writing and signed by both Parties.

Notices

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