|
injury and property damage. In addition, CONSULTANT shall secure, pay the premiums for, and
<br />maintain in full force and effect during the term of this AGREEMENT, and any extension(s) thereof,
<br />professional liability insurance in an amount covering the CONSULTANT's errors and omissions.
<br />Insurance certificates will be furnished to CLIENT on request.
<br />11. WARRANTY: CONSULTANT is an independent contractor and CONSULTANT's SERVICES will be
<br />performed, findings obtained, and recommendations prepared in accordance with generally and
<br />currently accepted professional practices and standards governing recognized firms in the area
<br />engaged in similar work. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EITHER
<br />EXPRESSED OR IMPLIED.
<br />12. CHANGES AND AMENDMENTS: The CLIENT may, from time to time, request changes in the scope
<br />of services of the CONSULTANT to be performed hereunder. Such changes, including any increase
<br />or decrease in the SERVICES or the amount of the CONSULTANT'S compensation, must be
<br />mutually agreed upon by and between the CLIENT and the CONSULTANT and shall be
<br />incorporated in written amendments to this AGREEMENT. If a change is requested, but the parties
<br />cannot agree on the specific terms of such change, the parties may mutually agree to terminate
<br />this AGREEMENT. Absent such agreement to terminate, the AGREEMENT will continue without
<br />the change.
<br />13. INDEMNITIES: CONSULTANT shall defend, indemnify and hold harmless CLIENT from and against
<br />loss or damage to tangible property, or injury to persons, to the extent arising from the negligent
<br />acts or omissions or willful misconduct of CONSULTANT, its subcontractors, and their respective
<br />employees and agents acting in the course and scope of their employment. CLIENT shall defend,
<br />indemnify and save harmless CONSULTANT (including its parent, subsidiary, and affiliated
<br />companies and their officers, directors, employees, and agents) from and against, and any
<br />indemnity by CONSULTANT shall not apply to, loss, damage, injury or liability arising from the (i)
<br />acts or omissions of CLIENT, its contractors, and their respective subcontractors, employees and
<br />agents, or of third parties that result from CLIENT's gross negligence or willful misconduct; and (ii)
<br />any allegations that CONSULTANT is the owner, operator, manager, or person in charge of all or
<br />any portion of a site addressed by the services, or arranged for the treatment, transportation, or
<br />disposal of, or owned or possessed, or chose the treatment, transportation or disposal site for,
<br />any material with respect to which SERVICES are provided.
<br />14. REMEDIES, SANCTIONS, PENALTIES:
<br />a. LIMITATION OF LIABILITY - CLIENT'S REMEDY FOR ANY ALLEGED BREACH OF WARRANTY BY
<br />CONSULTANT SHALL BE TO REQUIRE CONSULTANT TO CURE OR REPERFORM ANY DEFECTIVE
<br />SERVICES. IF CONSULTANT FAILS TO CURETHE DEFECTIVE SERVICES TO CLIENT'S REASONABLE
<br />SATISFACTION AND FOR OTHER INSTANCES OF DEFAULT UNDER THIS AGREEMENT,
<br />CONSULTANT'S LIABILITY AND CLIENT'S REMEDIES FOR ALL CAUSES OF ACTION ARISING
<br />HEREUNDER WHETHER BASED IN CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, OR ANY
<br />OTHER CAUSE OF ACTION, SHALL NOT EXCEED IN THE CUMULATIVE AGGREGATE (INCLUDING ANY
<br />INSURANCE PROCEEDS) WITH RESPECT TO ALL CLAIMS ARISING OUT OF OR RELATED TO THIS
<br />AGREEMENT, WHATEVER MINIMUM AMOUNT MAY BE REQUIRED BY LAW OR, IF NONE, THE
<br />GREATER OF THE AMOUNT OF COMPENSATION FOR SUCH SERVICES.THE REMEDIES IN THIS
<br />AGREEMENT ARE CLIENT'S SOLE AND EXCLUSIVE REMEDIES. FURTHER, CONSULTANT SHALL HAVE
<br />NO LIABILITY FOR ANY ACTION INCLUDING DISCLOSURE OF INFORMATION WHERE IT BELIEVES IN
<br />Page 14
<br />
|