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DocuSign Envelope ID:927B36D7-1719-466F-9E34-D267CB3B1E3F
<br /> 4. INSURANCE. PENTA agrees to maintain at least the following minimum insurance coverages:
<br /> a. Worker's Compensation Insurance-statutory. d. Commercial General Liability Insurance-$1,000,000/$2,000,000.
<br /> b. Employer's Liability Insurance-$100,000/$500,000/$100,000. e. Professional Errors and Omissions-$1,000,000 claims-made.
<br /> c. Automobile Liability-$1,000,000. f. Umbrella-$5,000,000.
<br /> 5. PROFESSIONAL LIABILITY. For additional consideration from PENTA of$10.00,receipt of which is hereby acknowledged,Client agrees that PENTA's
<br /> liability,and that of its officers,directors,employees,agents and subcontractors,to Client or any third parry due to any negligent professional acts,errors or
<br /> omissions or breach of contract by PENTA will be limited to an aggregate of$50,000 or our fee,whichever is less.
<br /> 6. ENVIRONMENTAL INDEMNITY. To the maximum extent permitted by applicable law,Client shall defend,indemnify and hold PENTA harmless from
<br /> any suit or claim for damages,losses,penalties,fines,settlements,judgements,costs and attorneys fees,including personal injury("Losses")related to or arising
<br /> from exposure to or release of Contaminants at or from the site before,during or after the Services,unless such Losses are determined to have been caused by
<br /> PENTA's sole negligence.
<br /> 7. SAMPLE DISPOSAL. Test specimens or samples generally are consumed or substantially altered during testing and any remnants are disposed of
<br /> immediately upon completion of tests. Remaining drilling samples and other specimens are disposed of 30 days after submission of PENTA's report. At Client's
<br /> written request,PENTA will retain preservable test specimens or the residue therefrom for 30 days after submission of our report free of storage charges. After the
<br /> initial 30 days and upon Client's written request,PENTA will use its best efforts to retain test specimens or samples but only for a mutually acceptable storage
<br /> charge and period of time. Client agrees that PENTA is not responsible or liable for any loss of test specimens or samples retained in storage.
<br /> 8. FIELD REPRESENTATIVE. The presence of PENTA's or its subcontractor's field personnel,either full-time or part-time,may be for the purpose of
<br /> providing project administration,assessment,observation and/or field testing of specific aspects of the project as authorized by Client. Should a contractor(s)not
<br /> retained by PENTA be involved in the project,Client will advise such contractor(s)that PENTA's services do not include supervision or direction of the means,
<br /> methods or actual work of the contractor(s),his employees or agents. Client will also inform contractor that the presence of PENTA's field representative for
<br /> project administration,assessment,observation or testing will not relieve the contractor of its responsibilities for performing the work in accordance with the plans
<br /> and specifications.
<br /> If a contractor(not a subcontractor for PENTA)is involved in the project,Client agrees,in accordance with generally accepted construction practices,that the
<br /> contractor will be solely and completely responsible for working conditions on the job site,including security and safety of all persons and property during the
<br /> performance of the work,and compliance with all Client safety requirements and OSHA regulations. These requirements will apply continuously and will not be
<br /> limited to normal working hours. It is agreed that PENTA will not be responsible for job or site safety or security on the project, other than for PENTA's
<br /> employees and subcontractors,and that PENTA does not have the duty or right to stop the work of the contractor.
<br /> 9. UNFORESEEN CONDITIONS OR OCCURRENCES. It is possible that unforeseen conditions or occurrences may be encountered which could
<br /> substantially alter the necessary services or the risks involved in completing PENTA's services. If this occurs,PENTA will promptly notify and consult with
<br /> Client,but will act based on PENTA's sole judgment where risk to PENTA personnel is involved. Possible actions could include:
<br /> a. Complete the original Scope of Services in accordance with the procedures originally intended in our Proposal, if practicable in PENTA's
<br /> judgment;
<br /> b.Agree with Client to modify the Scope of Services and the estimate of charges to include study of the unforeseen conditions or occurrences,with
<br /> such revision agreed to in writing;
<br /> c.Terminate the services effective on the date specified by PENTA in writing.
<br /> 10. OPINIONS OF COST. If requested PENTA will use reasonable effort and experience on similar projects to provide realistic opinions or estimates of costs
<br /> for remediation or construction as appropriate based on reasonably available data,PENTA's designs or PENTA's recommendations. However,such opinions are
<br /> intended primarily to provide information on the order of magnitude or scale of such costs and are not intended for use in firm budgeting or negotiation unless
<br /> specifically agreed otherwise,in writing with PENTA. Client understands actual costs of such work depend heavily on regional economics,local construction
<br /> practices,material availability,site conditions,weather conditions,contractor skills,and many other factors beyond PENTA's control.
<br /> 11. TESTIMONY. Should PENTA or any PENTA employee be compelled by law to provide testimony or other evidence by any party,whether at deposition,
<br /> hearing or trial,in relation to services provided under this Agreement,and PENTA is not a party in the dispute,then PENTA shall be compensated by Client for
<br /> the associated reasonable expenses and labor for PENTA's preparations and testimony at appropriate unit rates. To the extent the party compelling the testimony
<br /> ultimately provides PENTA such compensation,Client will receive a credit or refund on any related double payments to PENTA.
<br /> 12. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed in all respects by the laws of the State of Georgia.All disputes arising
<br /> from this Agreement shall be resolved in the state courts of Cobb County,Georgia,or the federal courts located in Northern District of Georgia,Atlanta division.
<br /> 13. PRIORITY OVER FORM AGREEMENTS/PURCHASE ORDERS. The Parties agree that the provisions of these General Terms and Conditions of
<br /> Service shall control and take precedence over any other forms and documents signed by the Parties,including but not limited to Client Purchase Orders,Work
<br /> Orders,Client terms,etc.,and that such forms 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 /> 14. SURVIVAL. All provisions of this Agreement for indemnity or allocation of responsibility or liability between Client and PENTA shall survive the
<br /> completion of the services and the termination of this Agreement.
<br /> 15. SEVERABILITY. hi the event that any provision of this Agreement is found to be unenforceable under law,the remaining provisions shall continue in full
<br /> force and effect.
<br /> 16. ASSIGNMENT. This Agreement may not be assigned by either party without the prior permission of the other.
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