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Section 5:Compensation empowered to resolve the dispute.Before either 6.7 No officer or employee acting within the
<br /> 5.1 You will pay for Services as stated in this of us commences an action against the other, scope of employment shall have individual liability
<br /> Agreement.If such payment references our disputes(except collections)will be submitted to for his or her acts or omissions,and you agree not
<br /> Schedule of Charges,the invoicing will be based mediation. to make a claim against individual officers or
<br /> upon the most current schedule.An estimated employees.
<br /> cost is not a firm figure.You agree to pay all sales 6.2 Notwithstanding anything to the contrary in
<br /> taxes and other taxes based on your payment of this Agreement neither party hereto shall be Section 7:General Indemnification
<br /> our compensation.Our performance is subject to responsible or held liable to the other for 7.1 We will indemnify and hold you harmless
<br /> credit approval and payment of any specified punitive,indirect,incidental,or consequential from and against demands,damages,and
<br /> retainer. damages,or liability for loss of use,loss of expenses of others to the comparative extent they
<br /> business opportunity,loss of profit or revenue, are caused by our negligent acts or omissions or
<br /> 5.2 You will notify us of billing disputes within 15 loss of product or output,or business those negligent acts or omissions of persons for
<br /> days.You will pay undisputed portions of invoices interruption. whom we are legally responsible. You will
<br /> upon receipt.You agree to pay interest on unpaid indemnify and hold us harmless from and against
<br /> balances beginning 30 days after invoice dates at 6.3 You and we agree that any action in relation demands,damages,and expenses of others to the
<br /> the rate of 1.5%per month,or at the maximum to an alleged breach of our standard of care or this comparative extent they are caused by your
<br /> rate allowed by law. Agreement shall be commenced within one year negligent acts or omissions or those negligent acts
<br /> of the date of the breach or of the date of or omissions of persons for whom you are legally
<br /> 5.3 If you direct us to invoice a third party,we substantial completion of Services,whichever is responsible.
<br /> may do so,but you agree to be responsible for our earlier,without regard to the date the breach is
<br /> compensation unless the third party is discovered.Any action not brought within that 7.2 To the extent it may be necessary to
<br /> creditworthy(in our sole opinion)and provides one year time period shall be barred,without indemnify either of us under Section 7.1,you and
<br /> written acceptance of all terms of this Agreement. regard to any other limitations period set forth by we expressly waive,in favor of the other only,any
<br /> law or statute.We will not be liable unless you immunity or exemption from liability that exists
<br /> 5.4 Your obligation to pay for Services under this have notified us within 30 days of the date of such under any worker compensation law.
<br /> Agreement is not contingent on your ability to breach and unless you have given us an
<br /> obtain financing,governmental or regulatory opportunityto investigate and to recommend 7.3 You agree to indemnify us against losses and
<br /> agency approval,permits,final adjudication of any ways of mitigating damages.You agree not to costs arising out of claims of patent or copyright
<br /> lawsuit,your successful completion of any project, make a claim against us unless you have provided infringement as to any process or system that is
<br /> receipt of payment from a third party,or any us at least 30 days prior to the institution of any specified or selected by you or by others on your
<br /> other event.No retainage will be withheld. legal proceeding against us with a written behalf.
<br /> certificate executed by an appropriately licensed
<br /> 5.5 If you do not pay us in accordance with this professional specifying and certifying each and Section 8:Miscellaneous Provisions
<br /> every act or omission that you contend constitutes
<br /> Agreement,you agree to reimburse our costs and 8.1 We will provide a certificate of insurance to
<br /> expenses for collection of the moneys invoiced, a violation of the standard of care governing our you upon request.Any claim as an Additional
<br /> including but not limited to attorney fees,staff professional services.Should you fail to meet the Insured shall be limited to losses caused by our
<br /> time,and other costs and expenses. conditions above,you agree to fully release us negligence.
<br /> from any liability for such allegation.
<br /> 5.6 You agree to compensate us in accordance 8.2 You and we,for ourselves and our insurers,
<br /> with our Schedule of Charges if we are asked or inc For you to obtain the benefit of fee which waive all claims and rights of subrogation for
<br /> required to respond to legal process arising out of includes a reasonable allowance for risks,you losses arising out of causes of loss covered by our
<br /> agree that our aggregate liability for all claims
<br /> a proceeding related to the project and as to respective insurance policies.
<br /> which we are not a party. will not exceed the fee paid for Services or
<br /> $50,000,whichever is greater.If you are
<br /> unwilling to accept this allocation of risk,we will 83 Neither of us will assign or transfer any
<br /> 5.7 If we are delayed by factors beyond our increase our aggregate liability to$100,000 interest,any claim,any cause of action,or any
<br /> control,or if project conditions or the scope or provided that,within 10 days of the date of this right against the other.Neither of us will assign or
<br /> amount of work changes,or if changed labor Agreement,you provide payment in an amount otherwise transfer or encumber any proceeds or
<br /> conditions result in increased costs,decreased that will increase our fees by 10%but not less expected proceeds or compensation from the
<br /> efficiency,or delays,or if the standards or project or project claims to any third person,
<br /> than$500,to compensate us for the greater risk
<br /> methods change,we will give you timely notice, undertaken.This increased fee is not the purchase whether directly or as collateral or otherwise.
<br /> the schedule will be extended for each day of of insurance.
<br /> delay,and we will be compensated for costs and 8.4 This Agreement maybe terminated early
<br /> expenses incurred in accordance with our only in writing.You will compensate us for costs
<br /> Charges.Schedule of Char 6.5 You agree to indemnify us from all liability
<br /> g to others in excess of the risk allocation stated and expenses incurred up to the time of
<br /> herein and to insure this obligation.In addition, termination.
<br /> 5.8 If you fail to pay us in accordance with this all indemnities and limitations of liability set
<br /> Agreement,we may consider the default a total forth in this Agreement apply however the same 8.5 If any provision of this Agreement is held
<br /> breach of this Agreement and,at our option, may arise,whether in contract,tort,statute, invalid or unenforceable,then such provision will
<br /> terminate our duties without liability to you orto equity or other theory of law,including,but not be modified to reflect the parties'intention.All
<br /> others,and you will compensate us for costs and limited to,the breach of any legal duty or the remaining provisions ofthis Agreement shall
<br /> expenses incurred up to the time oftermination. fault,negligence,or strict liability of either party. remain in full force and effect.
<br /> 5.9 In consideration of our providing insurance 6.6 This Agreement shall be governed, 8.6 No waiver of any right or privilege of either
<br /> to cover claims made by you,you hereby waive construed,and enforced in accordance with the party will occur upon such party's failure to insist
<br /> any right to offset fees otherwise due us. laws ofthe state in which our servicing office is on performance of any term,condition,or
<br /> located,without regard to its conflict of laws rules. instruction,or failure to exercise any right or
<br /> Section 6:Disputes,Damage,and Risk Allocation The laws of the state of our servicing office will privilege or its waiver of any breach.
<br /> 6.1 Each of us will exercise good faith efforts to govern all disputes,and all claims shall be heard in
<br /> resolve disputes without litigation.Such efforts the state or federal courts for that state.Each of
<br /> will include,but not be limited to,a meeting(s) us waives trial byjury.
<br /> attended by each party's representative(s)
<br /> GC Revised 7/18/2016 Page 2 of 2
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