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<br /> conveniently possible, but in no case later than thirty to a Hazardous Environmental Condition. In the event
<br /> (30) days after such a request is made, to attempt to ADS or any other Party encounters a Hazardous
<br /> resolve such claim, dispute, disagreement, or Environmental Condition,ADS may, at its option and
<br /> controversy. Prior to any meetings between the without liability for consequential or any other
<br /> Senior Representatives, the Parties will exchange damages, suspend performance of services on the
<br /> relevant information that will assist the Parties in portion of the Work affected thereby until Owner: (i)
<br /> resolving their claim, dispute, disagreement, or retains appropriate specialist consultant(s) or
<br /> controversy. contractor(s) to identify and, as appropriate, abate,
<br /> remediate, or remove the Hazazdous Environmental
<br /> D. If after meeting, the Senior Representatives Condition; and (ii) warrants that the Site(s) is/are in
<br /> determine that the claim, dispute, disagreement, or full compliance with applicable Laws and Regulations.
<br /> controversy cannot be resolved on terms satisfactory
<br /> to both Parties,the Parties agree to submit the matter C. Owner acknowledges that ADS is performing
<br /> to mediation in accordance with the American services for Owner and that ADS is not and shall not
<br /> Arbitration Association's Commercial Mediation be required to become an "arranger," "operator,"
<br /> Rules. "generator,"or"transporter" of hazardous substances,
<br /> as defined in the Comprehensive Environmental
<br /> E. If the dispute cannot be resolved under the Response, Compensation, and Liability Act of 1990
<br /> procedures outlined above, the Parties agree that it (CERCLA), which are or may be encountered at or
<br /> shall be submitted for final decision by binding near the Site(s) in connection with ADS's activities
<br /> arbitration under the Commercial Arbitration rules of under this Agreement.
<br /> the American Arbitration Association. The
<br /> arbitration panel shall be made up of three (3) D. If ADS's services under this Agreement
<br /> arbitrators. Each Party shall choose an arbitrator and cannot be performed because of a Hazardous
<br /> the third to be agreed upon by the selected arbitrators Environmental �ondition, the existence of the
<br /> of both Parties. condition shall justify AD3's terminating this
<br /> � Agreement for cause on thirty(30)days notice.
<br /> F. Such mediation and arbitration, if any, shall
<br /> be conducted in the City/State where the Work is 5.13 Allocation of Risks
<br /> performed,and shall be held in the English language.
<br /> Any award rendered by the arbitrator(s)will be final, A. INDEMNIFICATION
<br /> and judgment may be entered upon it in any court of
<br /> competent jurisdiction. 1. TO TI� FULLEST EXTENT
<br /> PERMITTED BY LAW, ADS SHALL
<br /> G. In no event may a demand for arbitration be �EMNIFY AND HOLD HARMLESS
<br /> made after the date on which institution of legal or OWNER,OWNER'S OFFICERS, DIRECTORS,
<br /> equitable proceedings based upon the dispute would PARTNERS, AND EMPLOYEES FROM AND
<br /> be barred under the applicable statue of limitations. AGAINST ANY AND ALL COSTS AND
<br /> No arbitration arising out of or relating to this DAMAGES(INCLUDING BUT NOT LIMITED
<br /> Agreement may be included by joiner,consolidation, TO ALL REASONABLE EXPENSES AND
<br /> or in any manner any person or entity who is not a �ASONABLE ATTORNEYS FEES)CAUSED
<br /> Party to this Agreement. BY THE NEGLIGENT ACTS OR OMISSIONS
<br /> OF ADS OR ADS'S OFFICERS, DIRECTORS,
<br /> PARTNERS, EMPLOYEE3, AND ADS'S
<br /> 5.12 Hazardous Environmental Condition SUBCONTRACTORS IN THE
<br /> A. Owner represents to ADS that to the best of its PERFORMANCE AND FURNISHING OF
<br /> knowledge a Hazardous Environmental Condition ADS'S SERVICES LJNDER THIS
<br /> does not exist, and has disclosed to the best of its AGREEMENT.
<br /> knowledge to ADS the existence of all Asbestos,
<br /> PCB's, Petroleum, Hazardous Waste, or Radioactive 2. TO TH� FULLEST EXTENT
<br /> Material located at or neaz the Site(s), including type, PERMITTED BY LAW, OWNER SHALL
<br /> quantity,and location. INDEMNIFY AND HOLD HARMLESS ADS,
<br /> ADS'S OFFICERS, DIRECTORS, PART'NERS,
<br /> B. It is acknowledged by both Parties that ADS's EMPLOYEES, AND ADS'S
<br /> scope of services dces not include any services related SUBCONTRACTORS F�tOM AND AGAINST
<br /> 6 ADS LLC
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