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<br /> responsibility for such Oil or Hazardous Materials.
<br /> 6.2 Manifests. In the event that the scope of services includes the remediation of any Oil or Hazardous Materials,
<br /> before BOA removes from a site any Oil or Hazardous Materials, Client will sign any required waste manifests in
<br /> conformance with all DOT and other government regulations, listing Client as the generator of the waste. If someone
<br /> other than Client is the generator of the waste, Client will arrange for such other person to sign such manifests. BOA
<br /> will not directly or indirectly assume title to or own or be deemed to possess any materials handled or removed form
<br /> any site, including Oil or Hazardous Materials. Nothing in this Agreement will be construed to make BOA a
<br /> "generator" as defined in RCRA or any similar laws governing the treatment, storage, or disposal of waste. Except to
<br /> the extent BOA's responsibilities expressly include identification of the waste, Client will provide waste material
<br /> profiles, which accurately characterize the waste. If the services include transportation of Hazardous Materials or Oil,
<br /> BOA may evaluate and recommend possible disposal sites for Client's use. However, under RCRA and CERCLA, the
<br /> client, as generator, has ultimate responsibility for selection of the disposal site. Client acknowledges and agrees that it
<br /> will evaluate and select the proper disposal site and be solely responsible therefore.
<br /> 6.3 Hazardous Materials indemnification. Client acknowledges that BOA does not have any responsibility for
<br /> preexisting Oil and Hazardous Materials at the site, any resultant contamination there from, or, except as expressly
<br /> agreed in writing, for previous detection, monitoring, handling, storage, transportation, disposal, or treatment, that
<br /> BOA's compensation is not commensurate with the unusually high risks associated with such materials, and that
<br /> insurance is not reasonably available to protect against such risks. Therefore, for separate consideration of $10 and
<br /> other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in addition to
<br /> the indemnification provided in Section 5.2, Client agrees to indemnify, hold harmless, and defend BOA against all
<br /> damages arising out of or related to Oil or Hazardous Materials located at or removed from the site, including damages
<br /> such as the cost of response or remediation arising out of application of common law or statues such as CERCLA or
<br /> other "Superfund" laws imposing strict liability.
<br /> Article 7: Miscellaneous Provisions
<br /> 7.1 Confidential information. Although BOA generally will not disclose without Client's consent information
<br /> provided by Client or developed by BOA in the course of its services and designated by Client as confidential (but not
<br /> including information which is publicly available, is already in BOA's possession, or obtained form third parties), BOA
<br /> will not be liable for disclosing such information if it in good faith believes such disclosure is required by law or is
<br /> necessary to protect the safety, health, property, or welfare of human beings. BOA will advise Client (in advance,
<br /> except in emergency) of any such disclosure.
<br /> 7.2 Notices. Notices between the parties will be in writing and will be hand delivered or sent by certified mail or
<br /> acknowledged telefax properly addressed to the appropriate party.
<br /> 7.3 Assignment, etc. Neither the Client nor 130A will assign or transfer any rights or obligations under this
<br /> Agreement, except that BOA may assign this Agreement to its affiliates and may use subcontractors in the performance
<br /> of its services. Nothing contained in this Agreement will be construed to give any rights or benefits to anyone other
<br /> that the Client and BOA, without the express written consent of both parties. The relationship between Client and BOA
<br /> is that of independent contracting parties, and nothing in this agreement or the parties' conduct will be construed to
<br /> create a relationship of agency, partnership, or joint venture.
<br /> 7.4 Governing law and Headings. This Agreement will be governed by and construed in accordance with the
<br /> laws of the State of Texas. The headings in this Agreement are for convenience only and are not a part of the agreement
<br /> between the parties.
<br /> 7.5 Entire agreement. This Agreement supersedes all prior agreements and, together with any work release
<br /> document issued under this Agreement and signed by both parties, constitutes the entire agreement between the parties.
<br /> Any amendments to this Agreement will be in writing and signed by both parties. In no event will the printed terms on
<br /> any purchase order, work order, or other document provided by Client modify or amend this Agreement, even if it is
<br /> signed by BOA, unless BOA signs a written statement expressly indicating that such terms supersede the terms of this
<br /> Agreement. In the event of an inconsistency between these General Conditions and any other writings, which comprise
<br /> this Agreement, the other writings will take precedence.
<br /> 7.6 Survival. All obligations arising prior to this Agreement and all provisions of this Agreement allocating
<br /> responsibility or liability between the parties will survive the completion of the services and the termination of this
<br /> Agreement.
<br /> Berg ♦ Oliver Associates, Inc.
<br /> BOA Project Number 8310espr
<br /> July 5, 2011
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