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01-16-18-WS
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01-16-18-WS
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<br /> <br />Exhibit A – General Contract Provisions 11.01.16 Page 5 <br />responsibility or liability between the Client and Consultant shall survive the completion of the services <br />hereunder and/or the termination of this Agreement. <br /> <br />ARTICLE 12 – INDEMNIFICATION <br />The Consultant agrees to indemnify and hold the Client harmless from any damage, liability or cost to the <br />extent caused by the Consultant’s negligence or willful misconduct. <br /> <br />The Client agrees to indemnify and hold the Consultant harmless from any damage, liability or cost to the <br />extent caused by the Client’s negligence or willful misconduct. <br /> <br />ARTICLE 13 – WAIVER OF CONSEQUENTIAL DAMAGES <br />The Consultant and Client waive claims against each other for consequential damages arising out of or <br />relating to this contract. This mutual waiver includes damages incurred by the Client for rental expenses, <br />for loss of use, loss of income, lost profit, project delays, financing, business and reputation and for loss of <br />management or employee productivity or of the services of such persons; and (2) Damages incurred by the <br />Consultant for principal office expenses including the compensation for personnel stationed there, for losses <br />of financing, business and reputation and for loss of profit except anticipated profit arising directly from the <br />Work. The Consultant and Client further agree to obtain a similar waiver from each of their contractors, <br />subcontractors or suppliers. <br /> <br />ARTICLE 14 – WAIVER OF CLAIMS FOR PERSONAL LIABILITY <br />It is intended by the parties to this Agreement that Consultant’s services shall not subject Consultant’s <br />employees, officers or directors to any personal legal exposure for the risks associated with this Agreement. <br />Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the <br />Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against <br />Consultant, and not against any of Consultant’s individual employees, officers or directors. <br /> <br />ARTICLE 15 – ASSIGNMENT <br />Neither Party to this Agreement shall assign its interest in this agreement, any proceeds due under the <br />Agreement nor any claims that may arise from services or payments due under the Agreement without the <br />written consent of the other Party. Any assignment in violation of this provision shall be null and void. <br />Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor <br />of a third party against either the Consultant or Client. This Agreement is for the exclusive benefit of <br />Consultant and Client and there are no other intended beneficiaries of this Agreement. <br /> <br />ARTICLE 16 – CONFLICT RESOLUTION <br />In an effort to resolve any conflicts that arise during the design or construction of the project or following <br />the completion of the project, the Client and Consultant agree that all disputes between them arising out of <br />or relating to this Agreement shall be submitted to nonbinding mediation as a precondition to any formal <br />legal proceedings. <br /> <br />ARTICLE 17 – CONFIDENTIALITY <br />The Consultant agrees to keep confidential and not to disclose to any person or entity, other than the <br />Consultant’s employees, subconsultants and the general contractor and subcontractors, if appropriate, any <br />data and information furnished to the Consultant and marked CONFIDENTIAL by the Client. These <br />provisions shall not apply to information in whatever form that comes into the public domain, nor shall it <br />restrict the Consultant from giving notices required by law or complying with an order to provide information <br />or data when such order is issued by a court, administrative agency or other authority with proper <br />jurisdiction, or if it is reasonably necessary for the Consultant to complete services under the Agreement or <br />defend itself from any suit or claim. <br /> <br />ARTICLE 18 – AVAILABLE INSURANCE PROCEEDS AND LIMITATION OF LIABILITY <br />Consultant maintains professional liability insurance with a liability limit of not less than $2,000,000 per <br />claim. The Consultant’s total liability to Client shall not exceed the total available insurance policy limits per <br />claim available to Consultant under its professional liability insurance policy. Client hereby agrees that to <br />the fullest extent permitted by law, the Consultant’s total liability to Client for any and all injuries, claims, <br />losses, expenses or damages whatsoever arising out of or in any way related to or arising from this <br />Agreement from any cause or causes including, but not limited to, Consultant’s negligence, errors,
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