MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (Agreement) is made this Sth day of September, 2012 between COVINGTON CIVIL AND ENVIRONMENTAL, LLC., having offices at 2510 14th Street, Suite 1010 Gulfport, MS 39501 hereinafter called the CONTRACTOR", and ADAPTIVE MANAGEMENT SERVICES, LLC, having offices at 607 Highland Colony Parkway, Suite 100, Ridgeland, MS 39157 hereinafter called the "CONSULTANT." 1. SCOPE, The CONSULTANT agrees to perform the Work specified in Appendix 1 attached to this Agreement and made a part of it. 2, PAYMENT. The CONTRACTOR will pay the CONSULTANT a fee in accordance with Appendix I attached to this Agreement and made part of it. Invoicing will be monthly. Payment must be made within forty five (45) days after the CONSULTANT submits its invoice for the Work, 3. TERMS. The CONSULTANT is an independent contractor and shall procure his own health insurance and other benefits. The CONSULTANT represents that it will maintain Worker’s Compensation Insurance as prescribed by law, as well as comprehensive General Liability in an amount no less than $1,000,000 combined single limit and Professional Liability Insurance in an amount no less than $1,000,000 for each claim and aggregate. The CONSULTANT agrees to defend and hold the CONTRACTOR and its prime client harmless for the CONSULTANT's negligent acts or omissions, gross negligence or willful misconduct. The CONSULTANT shall comply with applicable federal, state and local laws and regulations. The CONTRACTOR agrees to defend and hold the CONSULTANT harmless for the CONTRACTOR’s negligent acts or omissions, gross negligence or willful misconduct. Neither party shall be liable for any special, indirect, incidental or consequential damages. The CONSULTANT shall perform the Work in accordance with generally accepted professional practices. Neither party shall be responsible for delays beyond its reasonable control nor shall the schedule, if any, be adjusted to compensate for delays. 4, DISPUTES. The terms of this Agreement shall be governed by the laws of the State of Mississippi. Disputes shall be settled by Arbitration in accordance with the rules of the ‘American Arbitration Association. The results shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction (in Mississippi) by either party. 5. NOTICES. Any required notices shall be in writing and delivered by hand, sent certified mail, return receipt requested, or sent via facsimile to the addresses specified in the preamble. 6. DISCLOSURE. The CONSULTANT is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of the CONTRACTOR. Prompt disclosure is Page 1 of 3required under this paragraph if the outside activity or interest is related, directly or indirectly, to any activity that the CONSULTANT may be involved with or on behalf of the CONTRACTOR. 7. CONFIDENTIAL INFORMATION. The intent of this section is to insure that appropriate confidentiality is maintained for all work performed under the Agreement and to set forth the requirements of maintaining such confidentiality. In complying with the intent of this section, the CONSULTANT shall include all of its employees, subcontractors, consultants, experts, and any other person retained for any tasks under this Agreement. For the purposes of this section, the term “information” includes but is not limited to, planning documents, strategies, research proposals, data, results, preliminary conclusions, field notes, computer files or data, electronic mail messages, designs, equipment, photographic or video media, or other material received, obtained, collected, stored, or transferred by any method or technology, or conversations related to the Agreement ‘The CONSULTANT shall treat all data and information to which it has access by its performance under this Agreement confidential to the extent that confidential treatment of same is required under federal and/or state law and shall not disclose such data or information to a third party without specific written consent of the CONTRACTOR or its client. In the event that the CONSULTANT receives notice that a third party request divulgence of confidential or otherwise protected information and/or has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of confidential or otherwise protected information, the CONSULTANT shall promptly inform CONTRACTOR and its client and thereafter respond in conformity with such subpoena to the extent mandated by state or federal Jaw. This section shall survive the termination or completion of this Agreement. 7. RETURN OF RECORDS. Upon termination of this Agreement, the CONSULTANT shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in CONSULTANT’s possession or under its control and that are the CONTRACTOR? property or relate to the CONTRACTOR's business. ATTEST: COVINGTON CIVIL AND ENVIRONMENTAL, LLC, ister C i By: ‘ADAPTIVE MANAGEMENT f SERVICES, LLC ibe fe Wh Page 2 of 3CONSULTANT'S SCOPE OF WORK The CONSULTANT shall provide professional consulting services to include early restoration project development, Natural Resource Damage Assessment (NRDA) injury uantification/assessment, environmental compliance/permitting services related to Oil Pollution Act (OPA), National Environmental Policy Act (NEPA), and coordination/involvement in ‘Trustee Council meetings. General services may also be performed including services to plan, develop, permit or implement restoration projects funded by NRDA settlement funds or Clean Water Act fines for the Deepwater Horizon Incident. The CONSULTANT is also available to assist with services in support of GoCoast 2020 on an as needed basis. ‘The CONTRACTOR agrees to pay the CONSULTANT an hourly rate of $150/hour and reimburse the CONSULTANT for expenses at cost. Page 3 of 3