|
~Tv
<br />~
<br />z
<br />t
<br />W
<br />ruyv_.
<br />~
<br />~
<br />Risk Allocatiou and Limitation of Liability
<br />BVNA agrees to release, indemnify and hold the Jurisdiction, its elected officials, officers and employees harmless
<br />against all claims, suits, fines and penalties, including attorney's fees and other costs of settlement and defense,
<br />when such liabilities arise out of or related to this Agreement or the Services, and to the extent that they are caused
<br />by BVNA's gross negligence and/or willful misconduct. Jurisdiction agrees that in no instance shall BVNA be
<br />responsible, in total or part, for the errors or omissions of any professional contractor, subcontractor or any other
<br />party not hired or retained by BVNA. Jurisdiction also agrees that BVNA shall not be responsible for the means,
<br />methods, procedures, performance or safety of the construction contractors or subcontractors, or for their errors or
<br />omissions.
<br />Resolution of Disputes
<br />All claims, disputes, controversies or matters in question arising out of, or relating to, this Agreement or any breach
<br />thereof, including but not limited to disputes arising out of alleged design defects, breaches of contract, errors,
<br />omissions, or acts of professional negligence, (collectively "Disputes") shall be submitted to mediation before and as
<br />a condition precedent to pursuing any other remedy. Upon written request by either party to this Agreement for
<br />mediation of any dispute, Jurisdiction and BVNA shall select a neutral mediator by mutual agreement. Such
<br />selection shall be made within ten (10) business days of the date of receipt by the other party of the written request
<br />for mediation. In the event of failure to reach such agreement or in any instance when the selected mediator is
<br />unable or unwilling to serve and a replacement mediator cannot be agreed upon by Jurisdiction and BVNA within
<br />ten (10) business days, a mediator shall be chosen as specified in the Construction Industry Mediation Rules of the
<br />American Arbitration Association then in effect, or any other appropriate rules upon which the parties may agree.
<br />Should either party to this Agreement commence any legal action against the other party arising out of this
<br />Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs,
<br />expert witness fees, discovery expenses, and attorney's fees.
<br />Assigns
<br />Neither party may assign this Agreement or any righror obligation hereunder without the prior written consent o t e
<br />other party, which shall not be unreasonably withheld or delayed; provided, however, that no consent shall be necessary
<br />in the event of an assignment to a successor entity resulting from a merger, acquisition or consolidation by either pariy or
<br />an assignment to an Affiliate of either party if such successor or Affiliate assumes all obligations under this Agreement.
<br />Any attempted assignment, which requires consent hereunder, shall be void and shall constitute a material breach of this
<br />Agreement if such consent is not obtained.
<br />Governing Law and Venue
<br />This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. This contract
<br />will be performed in Lamar County, Texas, any dispute or cause of action arising from this Agreement, or from the
<br />Services to be performed by BVNA shall lie exclusively in Lamar County, Texas.
<br />Third Party Benefciary
<br />It is expressly understood & agreed that the enforcement of these terms and conditions shall be reserved to
<br />Jurisdiction and BVNA. Nothing contained in the agreement shall give or allow any claim or right of action
<br />whatsoever by any third person. It is the express intent of Jurisdiction and BVNA that any such person or entity,
<br />other then Jurisdiction or BVNA, receiving services or benefits under this agreement shall be deemed an incidental
<br />beneficiary.
<br />Non-Solicitation / Hiring of Employees
<br />To promote an optimum working relationship, Jurisdiction agrees in good faith not to directly or indirectly employ
<br />or otherwise engage any employee of BVNA or any person employed by BVNA, within the prior six month period
<br />without the prior written consent of BVNA. This restriction shall apply during the term of and for a period of one
<br />(1) year after the termination of this Agreement. Jurisdiction further agrees that loss of any such employee would
<br />BV I&F NA_45 (Rev. 5.12006)
<br />PageZof9
<br />
|