|
5.12 Hazardous Environmental Condition PERFORMANCE AND FURNISHING OF
<br /> A. Owner represents to ADS that to the best of its ADS'S SERVICES UNDER THIS
<br /> knowledge a Hazardous Environmental Condition AGREEMENT.
<br /> does not exist, and has disclosed to the best of its
<br /> knowledge to ADS the existence of all Asbestos, 2. TO THE FULLEST EXTENT
<br /> PCB's, Petroleum, Hazardous Waste, or Radioactive PERMITTED BY LAW, OWNER SHALL
<br /> Material located at or near the Site(s), including type, INDEMNIFY AND HOLD HARMLESS ADS,
<br /> quantity,and location. ADS'S OFFICERS, DIRECTORS, PARTNERS,
<br /> EMPLOYEES, AND ADS'S
<br /> B. It is acknowledged by both Parties that ADS's SUBCONTRACTORS FROM AND AGAINST
<br /> scope of services does not include any services related ANY AND ALL COSTS, LOSSES, AND
<br /> to a Hazardous Environmental Condition. In the event DAMAGES(INCLUDING BUT NOT LIMITED
<br /> ADS or any other Party encounters a Hazardous TO ALL REASONABLE EXPENSES AND
<br /> Environmental Condition, ADS may, at its option and REASONABLE ATTORNEYS FEES)CAUSED
<br /> without liability for consequential or any other BY THE NEGLIGENT ACTS OR OMISSIONS
<br /> damages, suspend performance of services on the OF OWNER OR OWNER'S OFFICERS,
<br /> portion of the Work affected thereby until Owner: (i) DIRECTORS, PARTNERS, EMPLOYEES,
<br /> retains appropriate specialist consultant(s) or AND OWNER'S CONSULTANTS WITH
<br /> contractor(s) to identify and, as appropriate, abate, RESPECT TO THIS AGREEMENT OR THE
<br /> remediate, or remove the Hazardous Environmental WORK.
<br /> Condition; and (ii) warrants that the Site(s) is/are in
<br /> full compliance with applicable Laws and Regulations. 3. TO THE FULLEST EXTENT
<br /> PERMITTED BY LAW ADS'S TOTAL
<br /> C. Owner acknowledges that ADS is performing LIABILITY TO OWNER AND ANYONE
<br /> services for Owner and that ADS is not and shall not CLAIMING BY, THROUGH, OR UNDER
<br /> be required to become an "arranger," "operator," OWNER FOR ANY COST, LOSS, OR
<br /> "generator," or"transporter" of hazardous substances, DAMAGES CAUSED IN PART BY THE
<br /> as defined in the Comprehensive Environmental NEGLIGENCE OF ADS AND IN PART BY
<br /> Response, Compensation, and Liability Act of 1990 THE NEGLIGENCE OF OWNER OR ANY
<br /> (CERCLA), which are or may be encountered at or OTHER NEGLIGENT ENTITY OR
<br /> near the Site(s) in connection with ADS's activities INDIVIDUAL, SHALL NOT EXCEED THE
<br /> under this Agreement. PERCENTAGE SHARE THAT ADS'S
<br /> NEGLIGENCE BEARS TO THE TOTAL
<br /> D. If ADS's services under this Agreement NEGLIGENCE OF OWNER, ADS, AND ALL
<br /> cannot be performed because of a Hazardous OTHER NEGLIGENT ENTITIES AND
<br /> Environmental Condition, the existence of the INDIVIDUALS.
<br /> condition shall justify ADS's terminating this
<br /> Agreement for cause on thirty(30)days notice. 4. ADS SHALL NOT BE LIABLE FOR
<br /> ANY INDIRECT, INCIDENTAL, SPECIAL
<br /> OR CONSEQUENTIAL DAMAGES,
<br /> 5.13 Allocation of Risks WHETHER GROUNDED IN TORT
<br /> A. INDEMNIFICATION (INCLUDING NEGLIGENCE), STRICT
<br /> LIABILITY, OR CONTRACT, AND UNDER
<br /> 1. TO THE FULLEST EXTENT NO CIRCUMSTANCES WILL ITS LIABILITY
<br /> PERMITTED BY LAW, ADS SHALL EXCEED THE AGREEMENT PRICE FOR
<br /> INDEMNIFY AND HOLD HARMLESS THE GOODS OR SERVICES UPON WHICH
<br /> OWNER, OWNER'S OFFICERS, DIRECTORS, LIABILITY IS CLAIMED.
<br /> PARTNERS, AND EMPLOYEES FROM AND
<br /> AGAINST ANY AND ALL COSTS AND 5. TO THE FULLEST EXTENT
<br /> DAMAGES(INCLUDING BUT NOT LIMITED PERMITTED BY LAW OWNER'S TOTAL
<br /> TO ALL REASONABLE EXPENSES AND LIABILITY TO ADS AND ANYONE
<br /> REASONABLE ATTORNEYS FEES) CAUSED CLAIMING BY, THROUGH, OR UNDER ADS
<br /> BY THE NEGLIGENT ACTS OR OMISSIONS FOR ANY COST, LOSS, OR DAMAGES
<br /> OF ADS OR ADS'S OFFICERS, DIRECTORS, CAUSED IN PART BY THE NEGLIGENCE OF
<br /> PARTNERS, EMPLOYEES, AND ADS'S OWNER AND IN PART BY THE
<br /> SUBCONTRACTORS IN THE NEGLIGENCE OF ADS OR ANY OTHER
<br /> 6 ADS LLC
<br />
|