|
<br />Scope of Work and Cost Estimate
<br />Soil Vapor Survey
<br />Main Street Corridor Development - Centerville, Minnesota
<br />
<br />Page 6
<br />
<br />9. INSURANCE. Pro Source will maintain insurance coverage for Comprehensive General, Automobile and Worker's
<br />Compensation in amounts in accordance with legal, and ProSource's business, requirements. Certificates evidencing such
<br />coverage will be provided to Client upon request.
<br />10. INDEMNITIES. To the fullest extent permitted by law, ProSource shall indemnify and save harmless Client from and
<br />against loss, liability, and damages sustained by Client, its agents, employees, and representatives by reason of injury or death
<br />to persons or damage to tangible property to the extent caused directly by the willful misconduct or failure to adhere to the
<br />standard of care described in Paragraph 1 above of Pro Source, its agent or employees.
<br />
<br />To the fullest extent permitted by law, Client shall defend, indemnify, and save harmless ProSource, its agents, employees,
<br />and representatives from and against loss, liability, and damages (including reasonable litigation costs) arising from or relating
<br />to claims for injury or death to persons, damages to tangible property, or other losses, alleged to be caused by any of the
<br />following: (a) any substance, condition, element, or material or any combination of the foregoing (i) produced, emitted or
<br />released from Project (ii) tested by ProSource under this Agreement, or (Hi) used or incorporated by ProSource in the
<br />Services; or (b) operation or management of the Project. Client also agrees to require its construction contractor, if any, to
<br />include ProSource as an indemnitee under indemnification obligation to Client.
<br />
<br />11. LIMITATIONS OF LIABILITY. No employee or agent of Pro Source shall have individual liability to Client.
<br />
<br />Client agrees that, to the fullest extent permitted by law, Pro Source's liability to Client for any and all injuries, claims, losses,
<br />expenses or damages whatsoever arising out of or in any way related to the Project or this Agreement from any causes
<br />including, but not limited to, ProSource's negligence, errors, omissions, strict liability, or breach of contract shall not exceed
<br />the total compensation received by Pro Source under this Agreement. If Client desires a limit of liability greater than that
<br />provided above, Client and ProSource shall include in Part III of this Agreement the amount of such limit and the additional
<br />compensation to be paid to ProSource for assumption of such additional risk.
<br />
<br />IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL PROSOURCE BE LIABLE TO CLIENT FOR
<br />CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES.
<br />
<br />12. ACCESS. Client shall provide Pro Source safe access to any premises necessary for Pro Source to provide services.
<br />
<br />13. REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other deliverables, including electronic
<br />media, pertaining to the Project by Client for any purpose other than that for which such documents or deliverables were
<br />originally prepared, or alteration of such documents or deliverables without written verification or adaptation by ProSource
<br />for the specific purpose intended, shall be at the Client's risk. Client agrees to defend, indemnify, and hold harmless
<br />ProSource from all claims, damages, and expenses (including reasonable litigation costs), arising out of such reuse or
<br />alteration by Client or others acting through Client.
<br />
<br />14. AMENDMENT. This Agreement, upon execution by both parties hereto, can be amended only by a written instrument
<br />signed by both parties.
<br />
<br />15. ASSIGNMENT. Except for assignments (a) to entities which control, or are controlled by, the parties hereto or (b)
<br />resulting from operation of law, the rights and obligations of this Agreement cannot be assigned by either party without
<br />written permission of the other party. This Agreement shall be binding upon and inure to the benefit of any permitted assigns.
<br />
<br />16. STATUTES OF LIMITATION. To the fullest extent permitted by law, parties agree that, except for
<br />indemnification, the time period for bringing claims under this Agreement shall expire one year after Project completion.
<br />
<br />17. PREVAILING PARTY LITIGATION COSTS. In the event any actions are brought to enforce this
<br />Agreement, the prevailing party shall be entitled to collect its litigation costs from the other party.
<br />
<br />~f'
<br />
<br />Pro Source Technologies, Inc.
<br />
<br />June 9, 2008
<br />
|