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creditworthy(in our sole opinion)and provides business opportunity,loss of profit or revenue, 6.7 No officer or employee acting within the
<br /> written acceptance of all terms of this Agreement. loss of product or output or business scope of employment shall have individual liability
<br /> interruption. for his or her acts or omissions,and you agree not
<br /> 5.4 Your obligation to pay for Services under this to make a claim against individual officers or
<br /> Agreement is not contingent on your ability to 6.3 You and we agree that any action in relation employees.
<br /> obtain financing,governmental or regulatory to an alleged breach of our standard of care or this
<br /> agency approval,permits,final adjudication of any Agreement shall be commenced within one year Section 7:General Indemnification
<br /> lawsuit,your successful completion of any project, of the date of the breach or of the date of 7.1 We will indemnify and hold you harmless
<br /> receipt of payment from a third party,or any substantial completion of Services,whichever is from and against demands,damages,and
<br /> other event.No retainage will be withheld. earlier,without regard to the date the breach is expenses of others to the comparative extent they
<br /> discovered.Any action not brought within that are caused by our negligent acts or omissions or
<br /> 5.5 If you do not pay us in accordance with this one year time period shall be barred,without those negligent acts or omissions of persons for
<br /> Agreement,you agree to reimburse all costs and regard to any other limitations period set forth by whom we are legally responsible.You will
<br /> expenses for collection of the moneys invoiced, law or statute.We will not be liable unless you indemnify and hold us harmless from and against
<br /> including but not limited to attorney fees and staff have notified us within 30 days of the date of such demands,damages,and expenses of others to the
<br /> time. breach and unless you have given us an comparative extent they are caused by your
<br /> opportunity to investigate and to recommend negligent acts or omissions or those negligent acts
<br /> 5.6 You agree to compensate us in accordance ways of mitigating damages.You agree not to or omissions of persons for whom you are legally
<br /> with our Schedule of Charges if we are asked or make a claim against us unless you have provided responsible.
<br /> required to respond to legal process arising out of us at least 30 days prior to the institution of any
<br /> a proceeding related to the project and as to legal proceeding against us with a written 7.2 To the extent it maybe necessary to
<br /> certificate executed by an appropriately licensed indemnifyeither of us under Section 7.1,you and
<br /> which we are not a party. professional specifying and certif in each and
<br /> p certifying we expressly waive,in favor of the other only,any
<br /> every act or omission that you contend constitutes immunity or exemption from liability that exists
<br /> 5.7 If we are delayed by factors beyond our a violation of the standard of care governing our under any worker compensation law.
<br /> control,or if project conditions or the scope or professional services.Should you fail to meet the
<br /> amount of work changes,or if changed labor conditions above,you agree to fully release us
<br /> conditions result in increased costs,decreased Section 8:Miscellaneous Provisions
<br /> from any liability for such allegation.efficiency,or delays,or if the standards or 8.1 We will provide a certificate of insurance to
<br /> methods change,we will give you timely notice, you upon request.Any claim as an Additional
<br /> 6.4 For you to obtain the benefit of a fee which Insured shall be limited to losses caused b
<br /> the schedule will be extended for each day ofrisks, y our
<br /> delay,and we will be compensated for costss includes a reasonable allowance for you and f Y negligence.
<br /> expenses incurred in accordance with our agree that our aggregate liability for all claims
<br /> Schedule of Charges. will not exceed the fee paid for Services or 8.2 You and we,for ourselves and our insurers,
<br /> $50,000,whichever is greater.If you are waive all claims and rights of subrogation for
<br /> unwilling to accept this allocation of risk,we will losses arising out of causes of loss covered b our
<br /> 5.8 If you fail to pay us in accordance with this g y
<br /> increase our aggregate liability to$100,000
<br /> Agreement,we may consider the default a total provided that,within 10 days of the date of this respective insurance policies.
<br /> breach of this Agreement and,at our option, Agreement,you provide payment in an amount
<br /> terminate our duties without liability to you or to that will increase our fees by 10%but not less 8.3 Neither of us will assignor transfer any
<br /> others,and you will compensate us for fees interest,any claim,any cause of action,or any
<br /> than$500,to compensate us for the greater risk
<br /> earned and expenses incurred up to the time of undertaken.This increased fee is not the purchase right against the other.Neither of us will assign or
<br /> termination. of insurance. otherwise transfer or encumber any proceeds or
<br /> expected proceeds or compensation from the
<br /> 5.9 Inconsideration of our providing insurance projector project claims to any third person,
<br /> 6.5 You agree to indemnify us from all liability whether direct) or as collateral or otherwise.
<br /> to cover claims made by you,you hereby waive to others in excess of the risk allocation stated y
<br /> any right to offset fees otherwise due us. herein and to insure this obligation.In addition,
<br /> all indemnities and limitations of liability set 8.4 This Agreement maybe terminated early
<br /> Section 6:Disputes,Damage,and Risk Allocation forth in this Agreement apply however the same only in writing.You will compensate us for fees
<br /> 6.1 Each of us will exercise good faith efforts to may arise,whether in contract,tort statute, earned for performance completed and expenses
<br /> resolve disputes without litigation.Such efforts equity or other theory of law,including,but not incurred up to the time of termination.
<br /> will include,but not be limited to,a meeting(s) limited to,the breach of any legal duty or the
<br /> attended by each party's representative(s) fault,negligence,or strict liability of either party. 8.5 If any provision of this Agreement is held
<br /> empowered to resolve the dispute.Before either invalid or unenforceable,then such provision will
<br /> of us commences an action against the other, 6.6 This Agreement shall be governed, be modified to reflect the parties'intention.All
<br /> disputes(except collections)will be submitted to construed,and enforced in accordance with the remaining provisions of this Agreement shall
<br /> mediation. laws of the state in which our servicing office is remain in full force and effect.
<br /> located,without regard to its conflict of laws rules.
<br /> 6.2 Notwithstanding anything to the contrary in The laws of the state of our servicing office will 8.6 No waiver of any right or privilege of either
<br /> this Agreement,neither party hereto shall be govern all disputes,and all claims shall be heard in party will occur upon such party's failure to insist
<br /> responsible or held liable to the other for the state or federal courts for that state.Each of on performance of any term,condition,or
<br /> punitive,indirect,incidental,or consequential us waives trial by jury. instruction,or failure to exercise any right or
<br /> damages,or liability for loss of use,loss of privilege or its waiver of any breach.
<br /> GC-CMT Revised 1/1/2018 Page 2 of 2
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