|
DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C9778lC16E
<br />or otherwise to disclose, in a timely manner, any information diet may be necessary to prevent damage to lmman health, safety, or the
<br />environment.
<br />11. 'ENVII20NWNTAL INDE:MIMTY. In connection with toxic or hazardous substances or constituents and to the maximutn
<br />extent pennitted by law, for separate and valuable consideration of $1.00, Client agrees to defend, hold harmless and indemnify PENTA
<br />from and against any and all claims, liabilities, or judgements, except to the extent finally dctermhral as being caused by PENTA's
<br />negligence or willful misconduct, resulting from:
<br />a. Client's violation of any federal, state, or local statute, regulation or ordinance relating to tlrc management or disposal
<br />of toxic or hazardous substances or constituents;
<br />b. Client's rmdertaking of or arrangement for the handling, removal, treatment, storage, transportation or disposal of
<br />toxic or hazardous substances or constituents found or identified at the site;
<br />C. Toxic or hazardous substances or constituents introduced at the site by Client or third persons before, during, or after
<br />the completion of PENTA's services;
<br />d, Allegations that PENTA is a handler, generator, operator, treater, storer, transporter, or disposer unless cxprrssly
<br />retained by Client for such services under the Resource Conservation and Recovery Act of 1976 as amended or any other
<br />similar federal, state, or local regulation or law due to PENTA's services; or,
<br />C. Any third party suit or claim for damages against PENTA alleging strict liability, personal hijury {including death} or
<br />property damage from exposure to or release of toxic or hazardous substances or constituents at or from the project site
<br />before, during or after completion of PENTA's services under this Agreement.
<br />12. ' EQUII'MENT CONTANMATION. PENTA will endeavor to clean laboratory and field equipment, which may become
<br />contarninated in the conduct or our services. Occasionally, such equipment cannot he completely decontaminated because of the type of
<br />hazards encountered. If this occurs, it will be necessary to dispose of equipment in a manner similar to that indicated for hazardous
<br />samples or waste and to charge Client for the loss. Client agrees to pay the fair market value of any such equipment and reasonable
<br />disposal costs,
<br />13. OPINIONS OF COST. If requested PENTA will use reasonable efforts and experience on similar projects to provide realistic
<br />opinions or estimates of costs for remediation or construction as appropriate based on reasonably available data, PENTA's designs or
<br />PENTA's recomrmendalions. Ilovrever, such opinions are intended primarily to provide infomration on the order of magnitude or scale of
<br />such costs and are not intended for use in firm budgeting or negotiation unless specifically agreed otherwise, in writing with PENTA.
<br />Client understands actual costs of such work depend heavily on regional economics, local construction practices, material availability, site
<br />conditions, weather conditions, contractor skiUs, and many other factors beyond PENT A's control.
<br />14. TESTAIIONY. Should PENTA or any PENTA employee be compelled by PENTA to provide testimony or other evidence by any
<br />party, whether at deposition, hearing or trial, in relation to services provided under this Agreement, and PENTA is not a patty in the
<br />dispute, then PENTA shall be compensated by Client for the associated reasonable expenses and labor for PENTA's preparations and
<br />testimony at appropriate unit rates. To the extent the party compelling the testimony ultimately provides PENTA such compensation,
<br />Client will vwcive a credit or refund on any related double payments to PENTA.
<br />15. CONF11DENTIALITY. PENTA will maintain as confidential any documents or information provided by Client and will not release,
<br />distribute or publish same to any third party without prior permission from Client, unless compelled by PENTA or order of a court or
<br />regulatory body of competent jurisdiction. Such release will occur only after prior notice to Client.
<br />16. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of Georgia.
<br />17. PRIORITY OVER FORM AGRE> MENTSMURCHASE ORDERS. The Patties that the provisions of these teems and
<br />conditions shall control over and govern as to any form writings signed by the Parties, such as Client Purchase Orders, Work Orders, etc.,
<br />and that such fors may be issued by Client to PENTA as a matter of convenience to the Parties without altering any of the terms of
<br />provisions hereof.
<br />18. SURVIVAL. AU provisions of this Agreement for indemnity or allocation of responsibility or liability between Client and PENTA
<br />shall survive the completion of the services and the termination of this Agreement.
<br />19. SEVERABILITY. In the event that any provision of this Agreement is found to be unenforceable under PENTA, the remaining
<br />provisions shall continue in full force and effect.
<br />21. ASSIGNMENT. This Agreement may not be assigned by either party without the prior permission of the other.
<br />21 CONSIDERATION. The parties agree that the charges for PENTA's services are sufficiently adjusted to include any specific
<br />consideration payable to Client under these terms and conditions.
<br />Page 3 of 4
<br />
|