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<br />4.11 Intearation <br /> <br />This is an integrated Agreement and it supersEldes all prior <br />negotiations or agreements between the parties. It shall be modified <br />only by a written document signed by the party sought to be bound. <br />The provisions of this Agreement are severable, and if any provision is <br />found to be unenforceable. the remaining provisions continue to be <br />valid, and the unenforceable provision shall be reformed with a valid <br />provision that comes as near as possible to expressing the intention of <br />the unenforceable provision. <br /> <br />4.12 Assianment and Waiver <br /> <br />Except for the Consultant's use of necessary consultants, the <br />Consultant and the Client shall not assign or delegate their respective <br />obligations under this Agreement without the written consent of the <br />other party, which consent shall not be unreasonably withheld. The <br />waiver of any term or condition or breach thereof by either party shall <br />not constitute a waiver of any other term or condition or breach thereof. <br /> <br />SECTION 5. LIABILITY <br /> <br />Having considered the potential liabilities that exist during the <br />performance of the Consultant's services, the benefits of the Project, <br />the Consultant's fee for its services, and the promises contained in this <br />Agreement, the Client and the Consultant agree that risks should be <br />allocated in accordance with this section, to the fullest extent permitted <br />bylaw. . <br /> <br />-114- <br />Pub~c ector - no design or construction <br /> <br />5.1 Indemnification <br /> <br />The Consultant and the Client each agree to defend and indemnify <br />each other from liability for claims, losses, damages or expenses <br />(including reasonable attorney's fees) to the extent they are caused by <br />their negligent acts, errors or omissions relating to this Agreement In <br />the event the claims, losses, damages or expenses are caused by the <br />joint or concurrent negligence of the Consultant and the Client, they <br />shall be borne by each party in proportion to its own negligence. <br /> <br />5.2 Limitation of Liabilitv <br /> <br />The Consultant's and its employees' aggregate liability to the Client for <br />any and all claims, losses or damages arising out of any Project or this <br />Agreement for any cause shall not exceed the insurance proceeds <br />available at the time of settlement or judgment. This limitation shall <br />apply regardless of the cause of action or legal theory pled or asserted. <br /> <br />5.3 Conseauential Damaaes <br /> <br />Neither the Client nor the Consultant shall be liable to the other for any <br />consequential damages incurred due to the fault of the other or their <br />agents. Consequential damages include, but are not limited to, loss of <br />use and loss of profit. <br /> <br />*********************************************** <br /> <br />B-3 <br />