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Professional Services Agreement
<br /> Risk and Resilience Assessment
<br />Page 11 of 12
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<br />Version2.1 02212019
<br />into the atmosphere, or on, onto, upon, in, or into the surface or subsurface of soil, water, or watercourses,
<br />objects, or any tangible or intangible matter, whether sudden or not.
<br />It is acknowledged by both parties that COMPANY’S scope of services does not include any services related to
<br />asbestos or hazardous or toxic materials. In the event COMPANY or any other party encounters asbestos or
<br />hazardous or toxic materials at the job site, or should it become known in any way that such materials may be
<br />present at the job site or any adjacent areas that may affect the perform ance of COMPANY’S services,
<br />COMPANY may, at its option and without liability for consequential or any other damages, suspend performance
<br />of services on the project until the CLIENT retains appropriate specialist consultant(s) or contractor(s) to identify,
<br />abate and/or remove the asbestos or hazardous or toxic materials, and warrants that the job site is in full
<br />compliance with applicable laws and regulations.
<br />Nothing contained within this Agreement shall be construed or interpreted as requiring COMPANY to a ssume
<br />the status of a generator, storer, transporter, treater, or disposal facility as those terms appear within the
<br />Resource Conservation and Recovery Act, 42 U.S.C.A., §6901 et seq., as amended, or within any State statute
<br />governing the generation, treatment, storage, and disposal of waste.
<br />8.24 Certificate of Merit
<br />The CLIENT shall make no claim for professional negligence, either directly or in a third party claim, against
<br />COMPANY unless the CLIENT has first provided COMPANY with a written certification executed by an
<br />independent design professional currently practi cing in the same discipline as COMPANY and licensed in the
<br />State in which the claim arises. This certification shall: a) contain the name and license number of the certifier;
<br />b) specify each and every act or omission that the certifier contends is a viol ation of the standard of care
<br />expected of a design professional performing professional services under similar circumstances; and c) state in
<br />complete detail the basis for the certifier's opinion that each such act or omission constitutes such a violation.
<br />This certificate shall be provided to COMPANY not less than thirty (30) calendar days prior to the presentation
<br />of any claim or the institution of any judicial proceeding.
<br />8.25 Limitation of Liability
<br />In recognition of the relative risks and benefits of the Project to both the CLIENT and the COMPANY, the risks
<br />have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, to limit the liability of
<br />the COMPANY and COMPANY’S officers, directors, partners, employees, shareholders, owners and sub-
<br />consultants for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from
<br />any cause or causes, including attorney’s fees and costs and expert-witness fees and costs, so that the total
<br />aggregate liability of the COMPANY and COMPANY’S officers, directors, partners, employees, shareholders,
<br />owners and sub-consultants shall not exceed $50,000.00, or the COMPANY’S total fee for services rendered
<br />on this Project, whichever is greater. It is intended that this limitation apply to any and all liability or cause of
<br />action however alleged or arising, unless otherwise prohibited by law.
<br />8.26 Municipal Advisor
<br />The COMPANY is not a Municipal Advisor registered with the Security and Exchange Commission (SEC) as
<br />defined in the Dodd-Frank Wall Street Reform and Consumer Protection Act. When the CLIENT is a municipal
<br />entity as defined by said Act, and the CLIENT requires project financing information for the services performed
<br />under this Agreement, the CLIENT will provide the COMPANY with a letter detailing who their independent
<br />registered municipal advisor is and that the CLIENT will rely on the advice of such advisor. A sample letter can
<br />be provided to the CLIENT upon request.
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