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<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 party 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.In 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.
<br />DocuSign Envelope ID: BDE3CDED-216E-4129-B5B9-ED290F2D91F9
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